Coral Laboratories Ltd Directors Report

To

The Members of Coral Laboratories Limited

Dear Member(s),

Your Directors have pleasure in presenting their Forty-Third (43rd) Annual Report and the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

Standalone financial highlights of the company based on Indian Accounting Standards (Ind AS) for FY 2024-2025 (i.e., from 1 April 2024 to 31 March 2025) compared to the previous financial year is as under:

( in Lacs)

Particulars	2024-2025	2023-2024
Income	12411.39	9029.28
Expenditure	9087.41	6939.74
Earnings before Tax	3323.98	2089.54
Provision for Tax	833.00	490.92
Provision for Deferred Tax	-1.54	3.38
Less: Income Tax Adjustments of earlier years	76.96	16.35
Earnings after Tax	2415.56	1578.90
Other Comprehensive Income (net of tax)	26.80	690.95
Total Comprehensive Income	2442.37	2269.85
Add: IND-AS Adjustment	-	-
Add: Balance Brought forward	16971.89	14702.04
Less: Dividend Paid (including Dividend Distribution tax)	(71.45)	-
Deferred tax liability	-	-
Balance carried forward to Balance Sheet	19,342.81	16971.89

PERFORMANCE:

Our Company continues to operate only in one segment i.e., pharmaceuticals and there is no change in the nature of business of the Company. During the year under review, the company posted Revenue of Rs. 12411.39 lacs as compared to previous year Rs. 9029.28 lacs. The earnings after tax stood at Rs. 2415.56 lacs as compared to Rs. 1578.90 lacs during the previous year.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the general reserve.

STATE OF AFFAIRS:

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company operated in a single segment i.e., Pharmaceuticals. During the year, there was no change in the nature of business of the Company.

DIVIDEND:

The Directors of the Company have recommended The Final Dividend at the rate of Rs. 1.5/- per equity share (i.e 15%) of Rs. 10/- each, fully paid-up, for the financial Year ended March 31, 2025, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting (AGM).

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 STATEMENT RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company does not have any Holding, Subsidiaries, Joint Venture or Associate Companies.

EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at website link https://corallab.com/Investors.aspx

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large. Thus, we can conclude there was no materially significant Related Party Transaction made by the company during the year under review, except transactions which happen in ordinary course of business.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as “Annexure [I]”.

The Company has adopted a RPT policy, to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. This Policy is available on the website of the Company at www.corallab.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

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

SHARE CAPITAL:

EQUITY SHARE CAPITAL:

The Authorised Share Capital of the company is Rs. 10,00,00,000/- and the Paid-up Equity Share Capital as on March 31, 2025, is at Rs. 3,57,26,000/-. During the year under review, the Company has not altered its Share Capital nor issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act, 2013 and other applicable provisions, if any, and the necessary rules made there under during the year ended March 31, 2025.

DEMATERIALIZATION:

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and MUFG Intime India Pvt. Ltd. (Formerly known as “Link Intime India Pvt Ltd”), Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares, promptly.

The International Securities Identification Number allotted to the Company is INE683E01017. The equity shares of the Company are listed at BSE Limited (BSE).

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continue to be listed at BSE Limited. The scrip code number of the Equity shares of the Company on BSE is 524506. The Company confirms that it has paid up to date listing fees to BSE Limited.

Your Company has also been enlisted in the SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed report on the Management Discussion and Analysis in terms of Regulation 34(2)(e) read with Schedule V Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a part of this report.

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

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as “Annexure [II]” to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities for the welfare of the society. The CSR policy of the Company is placed on the website of the www.corallab.com

During the year under review, the Company was supposed to spent Rs. 24,08,284/- (2% of the average net profits of last three financial years) towards Corporate Social Responsibility (CSR) activities. In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects, programs, excluding activities undertaken in pursuance of its normal course of business.

During the year under review the Company has spent Rs. 24,08,284/- of the average qualifying net profits of last three financial years) on CSR activities on projects qualifying as per Section 135 of the Act, duly approved by the CSR Committee of the Board.

The salient features of the CSR Policy and details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in “Annexure [III]” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on website of the Company: www.corallab.com

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance, as prescribed under the Listing Regulations. A detailed report on the Corporate Governance systems and practices of the company has been enclosed as a part of this Annual Report.

The Certificate from the M/s. SARK & Associates LLP, Company Secretaries (Erstwhile SARK & Associates, Company Secretaries) confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also included as a part of this report.

NUMBER OF MEETING OF THE BOARD OF DIRECTORS:

Your Board of Directors has duly met 9 (Nine) times during the financial year 2024-2025 i.e., on April 04, 2024, April 24, 2024, May 23, 2024, July 13, 2024, August 09, 2024, August 14, 2024, September 24, 2024, November 14, 2024 and February 13, 2025 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further details can be seen in the Corporate Governance Report Included in the Annual Report.

NUMBER OF MEETINGS OF AUDIT COMMITTEE:

Audit Committee has duly met 6 (Six) times during the financial year 2024-2025 i.e., on April 04, 2024, May 23, 2024, August 14, 2024, September 24, 2024, November 14, 2024 and February 13, 2025 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. Further details can be seen in the Corporate Governance Report Included in the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(i) Changes in Directors and Key Managerial Personnel (KMP):

During the year, there were no major changes in Key Managerial Personnel (KMP) in the Financial Year 2024-2025:

Mr. Rajendrasinh Rana (DIN: 09306136), retires by rotation at this Annual General Meeting and being eligible, seeks reappointment.

Mr. Girish M Dhameja (DIN: 07798455), retires by rotation at this Annual General Meeting and being eligible, seeks reappointment.

Mrs. Ruchi Pipara was appointed as Company Secretary & Compliance Officer of the Company with effect from April 24, 2024.

Mrs. Ruchi Pipara resigned from the post of Company Secretary & Compliance Officer of the Company with effect from July 13, 2024.

Mrs. Dhwani Desai was appointed as Company Secretary & Compliance Officer of the Company with effect from July 15, 2024.

At the Board Meeting dated August 09, 2024, Ms. Pooja Hindia (DIN: 09840237) was appointed as an Additional Independent Director of the Company for a first term of five consecutive years with effect from August 09, 2024 and Approval of the shareholders at the 42nd Annual General Meeting held on September 27, 2024.

Cessation of Mrs. Sheela Kamdar due to Completion of second term of 5 (five) years of Mrs. Sheela Kamdar (DIN: 06948522) as an Independent Director, expires on August 11, 2024 and accordingly she ceased to be Independent Director on the Board of the Directors, from the closure of business hours on August 11, 2024

(ii) Constitution of Board of Directors as on March 31, 2025, is as follows:

Sr. No.	Name of Director	Category
1	Mr. Girish M Dhameja	Whole Time Director
2	Mrs. Sushma Kadkade	Non-Executive Director & CFO
3	Mr. Malay Doshi	Non-Executive Independent Director
4	Mr. Saurabh Shah	Non-Executive Independent Director
5	Mr. Rajendrasinh Rana	Non-Executive Director
6	Ms. Pooja Hindia	Non-Executive Independent Director

*Terms of Mrs. Sheela Kamdar expired on August 11, 2024 and Ms. Pooja Hindia was appointed as an additional Independent Director on August 09, 2024, approval of the shareholders at the 42nd Annual General Meeting held on September 27, 2024.

(iii) KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Girish M Dhameja Whole Time Director

2. Mrs. Sushma Kadkade Chief Financial Officer (CFO)

3. Mrs. Dhwani Desai - Company Secretary & Compliance Officer.

DECLARATION FROM INDEPENDENT DIRECTORS:

In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per MCA Circular dated October 22, 2019 - Companies fifth Amendment in rules Companies (Appointment and Qualification of Directors) Rules, 2014, the names of the Independent Directors Mr. Saurabh Shah, Mr. Malay Doshi and Ms. Pooja Hindia, are registered with the databank maintained by the Indian Institute of Corporate Affairs and qualify online proficiency self- assessment test within 1 year time post registration.

As per MCA Circular dated December 18, 2020- Companies (Appointment and Qualification of Directors) Fifth Amendments Rules, 2020, Independent Directors were given certain relaxations namely:

The time limit to qualify online proficiency self-assessment test has been increase to “within 2 years” time post registration with data bank maintained by the Indian Institute of Corporate Affairs. Further extension of 1 year was provided in subsequent circular.

Exemption to pass and qualify online proficiency self-assessment was given to individuals who has served for a total period of not less than three years as on the date of inclusion of the name in the data bank as director or key managerial personnel, as on the date of inclusion of his name in the databank, in one or more of the following, namely: - (a) listed public company; or (b) unlisted public company having a paid-up share capital of rupees ten crore or more; or (c) body corporate listed on any recognized stock exchange or in a country which is a member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions; or (d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2 million or more; or (e) statutory corporations set up under an Act of Parliament or any State Legislature carrying on commercial activities.

Further, Mr. Saurabh Shah and Mr. Malay Doshi were appointed on the Board of the Company in the year 2019 and 2021 as a result they are not exempted from appearing and qualifying online proficiency self-assessment test. Both the Directors appeared for online proficiency self-assessment test and have successfully cleared the exam conducted by Indian Institute of Corporate Affairs (IICA) within specified timeline and are eligible to continue as Independent Director of the Company.

Mrs. Pooja Hindia was appointed as an additional independent director of the Company for the first term of five consecutive years with effect from August 09, 2024.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI Regulations, evaluation of all Board members is performed on annual basis. The evaluations of all the directors, Committees, Chairman of Board and Board as a whole was conducted based on criteria and framework adopted by the Board.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors based on the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

The committees are evaluated on certain parameters such as effective discharge of their roles, responsibilities and advice given to the board for discharging its fiduciary responsibilities, including adequate and periodical updates to the board on the committees functioning.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefits Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

BOARD COMMITTEES:

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Board Committees along with their composition as well as changes in their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:

The Board of Directors has adopted NRC policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.corallab.com under investors relations /policies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. S. K. Doshi & Associates, Chartered Accountant, Internal Auditor for the Financial Year 2024-2025. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee.

RISK MANAGEMENT:

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a risk management committee. Hence it is not applicable to the Company for the year under review.

At present the company has not identified any element of risk which may threaten the existence of the company. The Company has adopted Risk Management Policy which has been posted on the website of the Company: www.corallab.com

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [IV]” to this Report.

AUDITORS AND AUDITORS REPORT:

(i) Statutory Auditors:

As the members are aware M/s M. A. Parekh & Associates, Chartered Accountants (having Firm Registration No: 121973W) were appointed as Statutory Auditors of the Company by the shareholders at the 39th Annual General Meeting held on September 24, 2021, for a period of 4 years till the conclusion of the 43rd Annual General Meeting of the Company.

However in terms of Section 139 of the Companies Act, 2013 (the “Act”) read with the Companies (Audit and Auditors) Rules, 2014, a listed company shall not appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and that the period for which the audit firm has held office as auditor prior to the commencement of the Act shall be taken into account for calculating the period of ten consecutive years. However, the said Section further provides a transition period of three years from the date of commencement of the Act i.e., 1st April 2014 to comply with the aforesaid requirements.

Further, the Companies (Audit and Auditors) Rules, 2014 contains manner and procedure of selection and appointment of auditors, which inter alia provides that the Audit Committee shall consider that whether the qualification and experience of the firm are commensurate with the size and requirements of the Company. While considering the appointment, the Audit Committee shall also have regard to any order or pending proceedings relating to professional matters of conduct against the proposed auditors.

The Auditors Report for the Financial Year 2024-2025 does not contain any qualification, reservation, or adverse remark. The Auditors Report is annexed along with financials of the Company.

(ii) Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint Secretarial Auditor, who shall be a Company Secretary in practice, to conduct Secretarial Audit of the Company.

The Board of Directors at their meeting held on May 30, 2025, based on the consent received from M/s SARK & Associates LLP, Company Secretaries appointed M/s SARK & Associates LLP, Company Secretaries, as Secretarial Auditor of the Company for the first term of five years subject to the approval of the members at the ensuing Annual General Meeting of the Company. M/s SARK & Associates Company Secretaries are now M/s SARK & Associates LLP, Company Secretaries.

The Secretarial Audit Report is annexed herewith as “Annexure [V]” to this Report.

(iii) Cost Auditor:

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain Cost Records of the Company. Such accounts and records have been duly

COMMENTS OF THE BOARD FOR REMARKS

The Secretarial Audit Report and/or Secretarial Compliance Report contain any qualification, reservation, or adverse remark and managements response to the same is noted as follows:

Sr. No.	Compliance	Details of	Action Taken	Fine Amount	Observations/	Management	Remark
	Requirement	violation	by & Type of		Remarks of the	Response
			Action		Practicing
					Company
					Secretary
1	Regulation 33	Delay in	BSE	Rs. 53,100/-	During the	The company	SOP fine paid
	(3)(a): The listed	submission of			submission of	submitted
	entity shall	the financial	&		the financial	financial
	submit quarterly	results for the			results for the	result
	and year-to-date	half year	SOP fines		half year ended	excluding
	standalone	ended on			on September	Limited
	financial results	September			30, 2024, on	Review
	to the stock	30, 2024.			November 14,	Report for the
	exchange within				2024, the	said period
	forty-five days of				company	within the
	end of the each				inadvertently	provisions of
	quarter, other				omitted to	the
	than the last				attach the	regulations.
	quarter.				Limited Review	Limited
					Report.	Review
						Report was
						submitted
						after nine
						days of
						declaration of
						financial
						results.
					The company	There was
2	Regulation 23(9):	Delay in
			BSE	Rs. 5,900/-			SOP fine paid
					submitted PDF	technical
	The listed entity	submission of
					file of the related	error while
	shall submit to	Related Party
			&
					party	uploading
	the stock	transactions
					disclosures for	XBRL file,
	exchanges	for the
			SOP fines
					the period	hence the
	disclosures of	financial year
					ended on March	company
	related party	ended on
					31, 2024 within	could not
	transactions in	March 31,
					timeline	upload the
	the format as	2024.
					prescribed	said file within
	specified by the
					under the	timeline
	Board from time
					regulation.	prescribed
	to time, and
					However, XBRL	under the
	publish the same
					filed was not	regulation.
	on its website.
					submitted within
					timeline.

maintained by the Company.

On the recommendation of the audit committee, the board had appointed M/s Aatish Dhatrak & Associates (Membership no.: 30105) Cost & Management Accountant, a sole proprietor bearing FRN: 101575 as Cost Auditor of the company to conduct Audit for F.Y. 2025-2026 at a remuneration of Rs. 2,73,000 plus reimbursement of out-of-pocket expenses at actual and applicable taxes. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders. Hence, approval of shareholders is being taken in this Annual General Meeting.

SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013, the company complies with Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board of Directors and ‘General Meetings respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the company to the IEPF, which has been established by the Central Government. The above-referred rules also mandate transfer of shares on which dividend are lying unpaid or unclaimed for a period of seven consecutive years to IEPF.

The company will issue individual notices to the shareholders whose equity shares are liable to be transferred to IEPF, advising them to claim their dividend on or before 03rd November 2025. The details of unpaid/unclaimed dividend will be available on our website: www.corallab.com.

Hereunder are the details of Dividends paid by the Company and their proposed due dates and year of transfer of unclaimed/un-encashed dividends to the designated fund of the Central Government.

Date of Declaration of Dividend	Dividend for the year	Proposed due date for transfer to
		Investor Education and Protection Fund (IEPF)
27th September, 2018	2017- 2018	3rd November, 2025
27th September, 2019	2018-2019	3rd November, 2026
17th September, 2020	2019-2020	No dividend was declared during the year
24th September, 2021	2020-2021	No dividend was declared during the year
29th September, 2022	2021-2022	No dividend was declared during the year
11th August, 2023	2022-2023	No dividend was declared during the year
27th September, 2024	2023-2024	3rd November, 2031

During the Financial Year 2024-2025, the company has transferred to the Investor Education and Protection Fund (IEPF) following amount of unclaimed dividends and corresponding shares thereto as stated below:

Particulars	Amount of dividend transferred (in Rs.)	No. of shares transferred
For the year 2016-2017	Rs. 697085 /-	4055

Any corporate benefits accruing on such shares, viz. bonus shares, split etc., shall also be credited to unclaimed suspense account, for a period of seven years and thereafter will be transferred by the company to IEPF, in accordance with provisions of section 124(5) and (6) of the Companies Act, 2013 and rules made thereunder.

Any person whose shares and unpaid/unclaimed dividends get transferred to the IEPF may claim the shares and unpaid/unclaimed dividends from the IEPF in accordance with such procedure and on submission of such documents as prescribed. The Voting rights on such shares shall remain frozen till the rightful owner of such shares claims the shares.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)c of the Companies Act, 2013, Directors of your Company hereby state and confirm that-

(a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(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 have 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 and

(e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The purpose of the “Whistle Blower Policy” is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The complaints can also be addressed to Chairperson of Audit Committee and Chairman in exceptional cases.

The “Whistle Blower policy” has been uploaded on the website of the Company at www.corallab.com

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website www.corallab.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

Based on the recommendation of the Audit Committee, the Company has adopted a revised Code of Conduct for the Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The

Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees 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 of Directors and the designated employees have confirmed compliance with the Code. The policy for same has been posted on the website of the company.: www.corallab.com

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

During the financial year 2024-2025, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2025.

Number of complaints filed	Number of complaints disposed of	Number of complaints pending as on
during the financial year	during the financial year	end of the financial year
0	0	0

ACKNOWLEDGMENT:

Your directors place on record, their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels across the globe, which was instrumental in sustained performance of the Company. Your directors also sincerely thank all the stakeholders, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.

ANNEXURE [I] to Boards Report

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arms length basis: NOT APPLICABLE

2. Details of contracts or arrangements or transactions at Arms length basis:

a)	Name (s) of the related party	Manav Doshi	Meera Doshi
b)	Nature of Relationship	Son of Promoter	Daughter of Promoter
c)	Nature of contracts / arrangements /	Rent paid for lease arrangements	Salary
	transaction
d)	Duration of the contracts /	For period of 1 years	For period of 2 years
	arrangements / transaction
e)	Salient terms of the contracts or	Payment of Rent for lease	Payment for professional services
	arrangements or transaction	arrangements as per leave and	to the Company
		license agreement for period of
		1 years commencing
		from 01/04/2024 to 31/03/2025
f)	Justification for entering into such	The corporate office of the	Professional services to the
	contracts or arrangements or	company is owned by	Company
	transactions	Mr. Manav Doshi
g)	Date of approval by the Board	04/04/2024	04/04/2024
h)	Amount incurred during the year	30	30
	(Rs. in lacs)

ANNEXURE [II] to Boards Report

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies Accounts Rule, 2014

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGOING:

Information as per Section 134 (3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rule, 2014 and Forming part of the Directors Report for the year 2024-2025.

A. CONSERVATION OF ENERGY:

1. The Steps taken or impact on Conservation of Energy: o Installation of 3 Nos.5KVAR capacitor on main bus bar in fixed mode for saving energy o Installed MDI controller to control the demand within 700 KVA to save energy and penalty o Installed the 3-way valve for AHU to optimize the chiller operation. o Installed the system to automatic closed maintain the temperature of chilling plant

o Installed Voltage Stabilzers to provide Suitable Voltage to lighting Fixutres. Replaced Tube Lightes with conventional Chokes by 28W T5 lamps with electronic Chock, 250watts Lamps at Street light with 70watts HPSV Lamps for saving Energy.

o Installed the system air compressor unload 7 kg pressure and load 6kg pressure (automatically unloading and loading system)

o Installed the automatic Centralised voltage stabilizer of 750 KVA for controlling over all voltage fluctuation

o Softener plant install for soft water use in boiler to avoid scale removal to get maximum output

			Particulars	March 31, 2025	March 31, 2024
_	_	_	_	_
	I.	ELECTRICITY
_
		I.	Purchase Units (In lacs)	30.29	29.01
		II.	Total Amount (Rs. In lacs)	238.38	231.20
		III.	Rate/Units (Rs)	7.87	7.97
	II.	FURNANCE OIL
		i.	Quantity (Ltrs) In Lacs	0.22	0.17
		ii.	Total Amount (Rs. In lacs)	26.75	18.36
		iii.	Rate/Units (Rs)	119.98	111.27
	III.	GAS
		iv.	Quantity (kgs) In Lacs	0.43	0.54
		v.	Total Amount (Rs. In lacs)	39.12	45.86
		vi.	Rate/Units (Rs)	90.98	84.74

2. The Steps Taken by the Company for utilizing alternate Source of Energy: Not Applicable

3. The Capital Investment on Energy Conservation Equipments: Not Applicable

B. TECHNOLOGY ABSORPTION:

Technology absorption, adaption and Innovation: Not Applicable Expenditure Incurred on research and Development: Nil

C. FOREIGN EXCHANGE EARNIGN AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow.

Foreign Exchange Earned

Particulars	2024-2025	2023-2024
Exports (Rs.in Lacs)	9382.14	6301.37

Foreign Exchange Outgo:

Particulars	2024-2025	2023-2024
- Imports (Rs. In Lacs)	-	2.23
- Others (Rs. In Lacs)	228.20	124.66

ANNEXURE [III] to Boards Report ANNUAL REPORT ON CSR ACTIVITIES

1. CSR Policy - Brief Outline and Overview

A brief outline on CSR policy of the Company Coral Laboratories Limited (the Company] has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is uploaded on the Companys website.

To direct Coral Laboratories CSR Programme, inter alia, towards achieving one or more of the following:

Eradicating hunger, poverty and malnutrition.

Enhancing environmental and natural capital.

Supporting rural development.

Promoting education and vocational skills.

Providing preventive healthcare.

Providing sanitation and drinking water.

Creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India.

Preserving and promoting traditional art and culture and promoting sports.

The CSR Policy may be accessed on the Companys corporate website at www.corallab.com

The Company has undertaken projects in Mumbai, Maharashtra for Eradicating hunger, poverty and malnutrition by donating / providing nutritious food to patients and by standers from its CSR Initiative for the financial year 2023-2024. The activities and funding are monitored internally by CSR Committee of the Company. The Company has identified the following fields of operation for spending of expenditure towards CSR by utilizing its entire CSR Amount towards to Kundan Navinchandra Doshi Charitable Trust who is primarily involved in upliftment of deprived section of the Society which includes cooking nutritious meals and food to needy people and fulfilling other essential requirements.

Role of Corporate Social Responsibility (CSR) Committee:

To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

To provide guidance on various CSR activities to be undertaken by the Company and to monitor process.

2. Number of meetings held by CSR Committee:

The CSR Committee meetings was held on July 08, 2024 and January 22, 2025 during the year.

3. Composition of Corporate Social Responsibility (CSR) Committee:

Sr.No. Name of the Director	Position	Date of Meeting	Category	No. of Meetings Attended
1. Mrs. Sheela Kamdar	Chairperson	July 08, 2024	Independent Director	1
2. Mr. Malay Doshi	Member Chairperson	July 08, 2024 January 22, 2025	Independent Director	1 (as member) 1 (as chairperson)
3. Mrs. Sushma Kadkade	Member	July 08, 2024 January 22, 2025	Non-Executive Director	2
4. Mr. Saurabh Shah	Member	January 22, 2025	Independent Director	1

The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social responsibility Policy)Rules 2014, if applicable - Not Applicable

4. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any-

Sr No. Financial Year	Amount available for set-off from preceding financial years (in Rs.)	Amount required to be setoff for the financial year, if any (in Rs.)
	NOT APPLICABLE

5. Average net profit of the company for last three financial years: Rs. 12,04,14217/-

6. Prescribed CSR expenditure (two percent of the amount as in item no. 5 above): Rs. 24,08,284/-a. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: - Nil b. Amount required to be set off for the financial year, if any: - N.A. c. Total amount to be spent for the financial year: Rs. 24,08,284/-d. Details of CSR spent during the financial year: Rs. 24,08,284/-e. Amount unspent, if any: NIL

7. (a) Details of CSR spent or Unspent for the financial year 2024-2025

Total Amount Spent for	Amount Unspent		Amount transferred to any fund
the Financial Year.	Total Amount transferred to Unspent CSR Account as per Sec 135(6)		specified under Schedule VII as per second proviso to section 135(5)
	Amount Date of Transfer	Name of fund	Amount	Date of Transfer
Rs. 24,08,284	Nil NA	NA	NIL	NA

(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable

1 2	3	4	5	6	7	8	9	10	11
S No Name of the Project.	Item from the list of activities in Schedule VII to the Act.	Local area (Yes/ No).	Location of the project.	Project duration	Amount allocated for the	Amount spent in the current financial Year	Amount transferred to Unspent CSR Account for the project as per Section 135(6)	Mode of Implementation - Direct (Yes/No).	Mode of Implementation - Through Implementing Agency
					Not Applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

S No Name of the Project	Item from the list of activities in schedule VII to the Act	Local area (Yes/No)	Location of the project	Amount spent for the project	Mode of implementation Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
1. Donating food to patients and by stranders	Eradicating hunger, poverty and malnutrition	Yes	Mumbai, Maharashtra	Rs. Rs. 24,08,284/-	No	Kundan Navinchandra Doshi Charitable Trust

(d) Amount spent in Administrative Overheads- Nil

(e) Amount spent on Impact Assessment, if applicable-Not Applicable

(f) Total amount spent for the Financial Year: Rs. 24,08,284/-

Annexure [IV] to Boards Report

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Executive Directors	Total Remuneration (Rs.)	Ratio to median remuneration
Mr. Girish M Dhameja	Rs. 28,13,435/-	9.86%

1. The aforesaid details are calculated on the basis of remuneration for the financial year 2024-2025.

2. Median remuneration of the Company for all its employee is Rs. 2,85,201/- for the financial year 2024-2025.

3. Median remuneration of the Company for all its employee is Rs. 2,97,744/-for the financial year 2024-2025.

b. The percentage increase in remuneration of each Director, Chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer	% increase in
	remuneration in
	the financial year
Mr. Girish M Dhameja (Whole Time Director)	-
Mrs. Sushma Kadkade (CFO)	21.01%
Ms. Dhwani Desai (Company Secretary)	-

c. The percentage increase in the median remuneration of all employees in the financial year 2024-2025:

Particulars	2024-25 (Rs.)	2023-24 (Rs.)	Change (%) (Increase)
Median remuneration of all employees per annum	285201	297744	-4.40%

d. The number of permanent employees on the rolls of Company as on 31 March, 2025

Executive/Manager cadre	88
Staff	109
Operators/Workmen	0
Total	197

e. Average percentile increased already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 20.45%. However, during the course of the year the total increase is approximately a -4.40% after accounting for promotions and other event-based compensation revisions.

Increase in the managerial remuneration for the year was around NIL.

f. AffirmationthattheremunerationisaspertheremunerationpolicyoftheCompany:

The Company affirms remuneration is as per the remuneration policy of the Company.The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company.

Annexure [V] to Boards Report

Form MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

CORAL LABORATORIES LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to Good Corporate Practices by CORAL LABORATORIES LIMITED(hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate conducts/Statutory compliances and expressing our opinion thereon. Our Report is to be read along with the attached Note in Annexure I, which form an integral part of this Report.

Based on our verification of the Companys Books, Papers, Minute books, Forms and Returns filed and other Records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, We hereby report that in our opinion, the company has during the Audit period covering the Financial Year ended on March 31, 2025 complied with the Statutory provisions listed hereunder and to the extent stated in this Report and also that the Company has the proper Board-Processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the Books, Papers, Minute books, Forms and Returns filed, Reports issued by various fellow Professionals and other applicable Records and Registers maintained by the Company on a test check basis for the financial year ended on March 31, 2025 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made there under

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made there under;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- a. the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; d. the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit period) e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit period) f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit period) h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit period)

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure Compliance with applicable Laws, Rules, Regulations and Guidelines.

1. Employees Provident Fund and Miscellaneous Provisions Act, 1952

2. Employees State Insurance Act, 1948

3. Equal Remuneration Act, 1948

4. Acts as prescribed under the Direct Taxes and Indirect Taxes

5. Payment of Gratuity Act, 1972

6. Food Safety and Standards Act, 2006

7. Contract Labour (Regulation and Abolition) Act, 1979

8. Drugs Act, 1940

9. Water (Prevention and Control of Pollution) Act, 1974 10. Environment Protection Act, 1986 11. The Child Labour (Prohibition and Regulation) Act, 1986 12. Trademarks Act, 1999 (TM Act) 13. Industrial Dispute Act, 1947 15. Patents Act, 1970 (Patent Act)

We have examined the applicable provisions of

(a) Secretarial Standards I and II as issued by the Institute of Companies Secretaries of India and notified by the Ministry of Corporate Affairs and applicable with effect from July 1, 2015.

(b) The Listing Agreements entered into by the Company with Bombay Stock Exchange of India read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations given and the information provided, during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Independent Directors. Changes in the composition of the Board of Directors that took place during the Year under review were in compliance of the Act.

2. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except in case of meetings called at a short notice for urgency of business and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. All decisions at Board Meetings and Committee Meetings have been carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

4. Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, there was one day delay in submission of XBRL file of Related Party transactions with BSE for the half year ended March 31, 2024. BSE levied fine of Rs. 5,900/- for such violation.

5. Pursuant to Regulation 33(3)(a) of the SEBI (LODR) Regulations, 2015, the company inadvertently omitted to attach the Limited Review Report for the quarter and half year ended September 30, 2024. BSE levied fine of Rs. 53,100/- for such violation