Earum Pharmaceuticals Ltd Directors Report.

Dear Shareholders,

EARUM PHARMACEUTICALS LIMITED,

Your Directors have pleasure in presenting the Fourteenth (09th) Annual Report and the Audited Accounts for the Financial Year ended on March 31, 2021.

1. FINANCIAL SUMMARY

(Rs. in Lakhs)
Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue 4108.37 5510.88
Other Income 893.20 227.30
Total Income 5001.57 5738.18
Total Expenditure 4977.51 5483.7
Profit before Depreciation & Tax 24.06 254.48
Less: Depreciation 12.30 (9.97)
Profit/ (Loss) before Tax 11.76 244.51
Less: Current Tax (2.94) (62.98)
Less: Deferred Tax - -
Profit/ (Loss) after Tax 8.82 181.53
EPS (Basic) 0.14 2.94
EPS (Diluted) 0.14 2.94

2. OUTLOOK FOR THE CURRENT YEAR

Despite of the current situation, your Company is confident of achieving its growth objectives for the current year. To achieve this Company will continue to evaluate new product categories that leverage our expertise, new channels which offer scope for increased penetration of our products. We feel that all of this will keep us in a good stage for the upcoming years.

3. REVIEW OF OPERATIONS

Financial performance of the year

The Financial Statements for the financial year ended on March 31, 2021, forming part of this Annual Report, have been prepared in accordance with the Generally Accepted Accounting Principles in Indiaincluding theAccounting Standards notified under the relevant provisions of theCompanies Act, 2013.

During the Year 2020-2021, revenuefrom operations decreased to Rs. 4108.37 Lakhs from 5510.88 Lakhs in previous year. Further, during the year under review, the Company booked other income of Rs. 893.20 Lakhs.

During the Year 2020-2021, the profit/loss (After Depreciation & Tax) decreased to Rs. 8.82 Lakhs from Rs. 181.53Lakhs in previous year.

Material Changes and Commitments

The outbreak of second wave of Coronavirus (COVID-19)in India is causingsignificant disturbance and slowdownof economic activity. In many parts of the Country, businesses are being forced to cease orlimit their operations for indefiniteperiods of time. Measures taken to contain the spread of the virus, including travel-bans, quarantines, social distancing, vaccination and closures of non-essential serviceshave triggered significant disruptions tobusinesses, resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies, byway of interruption in production, supplychain disruption, unavailability of personnel,closure / lockdown of production facilitiesetc. In the month of March, April, May and June the Gujarat Government has imposed night curfew in significant parts of Gujarat. And there were mandatory and voluntary lockdown in significant states of the Country.

4. DIVIDEND

Your Director feel that it is prudent to ploughback the profits of the Company for futuregrowth of the Company and therefore do notrecommend any dividend for the year endedMarch 31, 2021.

5. SHARE CAPITAL

The authorized share capital of the Company as on the date of balance sheet is Rs. 7,00,00,000/- divided into 70,00,000 equity shares of Rs 10/- each. However, the Company has increased the same by passing Ordinary Resolution through postal ballot on 19.07.2021 to Rs. 12, 35, 00,000/- divided into 1, 23, 50,000 equity shares of Rs 10/- each.

The paid up share capital of the Company as on the date of balance sheet is Rs. 6,16,79,100/- divided into 61,67,910 equity shares of Rs 10/- each.

OTHER SHARES

Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of The Companies (Share Capital and Debentures) Rules, 2014.

Also, the Company has allotted Bonus Shares in the ratio of 1:1 to those shareholders whose name appears on Register of Members/ Beneficial Owner as on cut off i.e. August 10, 2021. Some of the approvals are yet to be received as on the date of this report.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOREDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

7. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

8. PUBLIC DEPOSIT

The Company has not accepted or renewedany amount falling within the purview ofprovisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during theperiod under review. Hence, the requirementfor furnishing the details of deposits which arenot in compliance with Chapter V of the Act isnot applicable.

9. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company has no subsidiary, joint venture or associate companies.

10. PARTICULARS OF EMPLOYEES

The information required under Section 197 ofthe Companies Act, 2013 read with rule 5(1) ofthe Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isprovided in the Report and marked asAnnexure - A.No employee of the Companywas in receipt of the remuneration exceedingthe limits prescribed in the rule 5(2) of theCompanies (Appointment and Remunerationof Managerial Personnel) Rules, 2014.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Information on employees particulars which is available for Inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary In this regard.

11. STATE OF THE COMPANYS AFFAIRS

The state of the Companys affairs forms an integral part of the Management Discussion and Analysis Report is furnished in Annexure - Band is attached to the report.

12. MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

Management Discussion & Analysis report for the year underreview as stipulated under Regulation 34(2) (e) of the SEBILODR is annexed as Annexure - B hereto and forms part ofthis Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Inductions:

During the year under review, Mr. Narendrakumar G. Patel has been appointed as an Additional Director in Non-Executive-Non Independent Category. The shareholders of the Company have regularized Mr. Narendrakumar G. Patel in the 8thAnnual General Meeting of the Company held on December 30, 2020.

Further after the end of financial year, Mr. Narendrakumar G. Patel has resigned from the post of Director w.e.f. 08.05.2021. Also, Mr. Dahyabhai M. Patel has been appointed as an Additional Director in Non-Executive-Non Independent Category w.e.f 10.06.2021. The Nomination & Remuneration Committed recommended regularizing Mr. Dahyabhai M. Patel. The resolution for the regularization of Mr. Dahyabhai M. Patel is being included in the Notice of Ninth Annual General Meeting of the Company.

Also, after the end of financial year, Ms. Priya Raval has been appointed as Company Secretary and Compliance Officer w.e.f July 01, 2021 so as to fill the vacancy caused by resignation of Mr. Ronak N. Lalwani.

II. Cessation:

After the end of financial year, Mr. Narendrakumar G. Patel has resigned from the post of Director w.e.f. 08.05.2021.

Further, Mr. Ronak N. Lalwani has resigned from the post of Company Secretary and Compliance Officer w.e.f June 30, 2021.

III. Retire by rotation:

As per the provisions of sub-section (6) of Section 152 ofthe Companies Act, 2013, Ms. Payal B. Patel, Whole Time Director of theCompany, retires by rotation and being eligible has offered herself for re-appointment. The Board recommends his reappointment.

IV. Key Managerial Personnel:

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Bhumishth N. Patel,Chairman& Managing Director

b) Ms. Payal N. Patel,Whole Time Director& Chief Financial Officer

c) Mr. Ronak N. Lalwani, CompanySecretary and Compliance Officer*

d) Ms. Priya A. Raval, CompanySecretary and Compliance Officer**

* Mr. Ronak N. Lalwani has resigned w.e.f 30.06.2021.

** Ms. Priya A. Raval has been appointed w.e.f 01.07.2021.

V. Others:

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteriaof Independence as per relevant provisions of CompaniesAct, 2013 and SEBI LODR. At the first meeting of Board heldfor financial year 2021-2022, the Board of Directors of theCompany has taken on record the said declarations andconfirmation as submitted by the Independent Directorsafter undertaking due assessment of the veracity of the same.

14. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3) (c) of the Companies Act, 2013, your Directors state that: -

i. In the preparation of the annual accounts for the financialyear ended 31st March, 2021, the applicable accountingstandards had been followed to the extent applicableto the Company. There are no material departures in theadoption of the applicable Accounting Standards.

ii. The Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of theCompany at the end of the financial year 31st March,2021 and of the Loss of the Company for that period;

iii. The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on agoing concern basis;

v. The directors have laid down internal financial controlto be followed by the Company and that such internalfinancial control is adequate and were operatingeffectively; and

vi. The directors have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.

15. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination andRemuneration Committee reviewed theperformance of individual directors on thebasis of criteria such as the contribution of theindividual director to the board and committeemeetings like preparedness on the issues to be discussed, meaningful and constructivecontribution and inputs in meetings, etc.

At the board meeting that followed themeeting of the independent directors andmeeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

16. COMPOSITION OF BAORD AND BOARD MEETING

Our board compromises of a group of Executive, Non-Executiveand Independent Directors, who betweenthem carry deep Industry expertise and knowledge. Ason March 31, 2021, the Company has five Directors, ofthe five Directors, two are Non- Executive Independent Directors and one is Non Executive Non Independent Director.

Mr. Bhumishth N. Patel is the Chairman and ManagingDirector (CMD) of the Company. He has an enviabletrack record of leading the Company right fromInception to its current strong market position. He deftly manages day-to-day management of the Company, subject to the supervision and control of the Board of Directors. The Independent directors on the Board are experienced and highly respected professionals from varying fields.

During the financial year 2020-21, the meetings of the Board of Directors were held 6 times. Details of these meetings and other Committee/General meetings are given in this report. Board of Directors duly met Six (6) times on 30.05.2020, 30.06.2020, 29.08.2020, 11.11.2020, 04.12.2020and 29.03.2021 during the year. The Composition, category and attendance of each Director at the Board Meeting is as follows:-

Name , Designation & Category of Director No. of Board Meetings Held No. of Board Meetings attended
Mr. Bhumishth N. Patel Chairman & Managing Director (Promoter ) 6 6
Ms. Payal B. Patel Whole Time Director& Chief Financial Officer (Promoter ) 6 6
Mr. Narendrakumar G. Patel Non Executive Non Independent Director 6 6
Mr. Hetarth A. Patel Non Executive Independent Director 6 5
Mr. Bhavik S. Patel Non Executive Independent Director 6 5

17. COMMITTEES OF BOARD OF DIRECTORS&COMMITTEE MEETINGS

The Company has the following Committees of the Board:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

i. Audit Committee

The Audit Committee is duly constituted in accordancewith SEBI (LODR) Regulations 2015 and Section 177 ofthe Companies Act, 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheresto the terms of reference which is prepared incompliance with Section 177 of the Companies Act,2013, and SEBI (LODR) Regulations 2015. During the financial year 2020-21, the Committee met four (4) times as on 30.06.2020, 29.08.2020, 11.11.2020 and 04.12.2020.

The Company Secretary acts as Secretary to the AuditCommittee. The details of membersattendance at the Audit committee meeting during theyear are given below:-

Name , Designation & Category of Director No. of Board Meetings Held No. of Board Meetings attended
Mr. Hetarth A. Patel Non Executive Independent Director & Chairman 4 4
*Mr. Narendrakumar G. Patel Non Executive Non Independent Director & Member 4 4
Mr. Bhavik S. Patel Non Executive Independent Director & Member 4 3

* Mr. Narendrakumar G. Patel has resigned w.e.f 08.05.2021. Thereafter, audit committee has been reconstituted w.e.f 10.06.2021 on account of appointment of Mr. Dahyabhai M. Patel on the Board of the Company.

Two third of the members are Independent Directors andall the members are financially Literate. The composition,role, functions and powers of the Audit Committee are in line with the requirements of applicable laws andregulations. The Audit Committee shall oversee financialreporting process and disclosures. Review financialstatements, internal audit reports, related partytransactions, financial and risk management policies, auditors qualifications, and compliance with Accounting Standards etc. and oversee compliance with StockExchanges and legal requirements concerning financialstatements and fixation of audit fee as well as payment forother services etc.

ii. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is duly constituted in accordancewith SEBI (LODR) Regulations 2015 and Section 178 ofthe Companies Act, 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheresto the terms of reference which is prepared incompliance with Section 177 of the Companies Act,2013, and SEBI (LODR) Regulations 2015. During the financial year 2020-21, the Committee met one (1) time as on 29.03.2021

The Company Secretary acts as Secretary to the Nomination and Remuneration. The details of membersattendance at the Nomination and Remuneration Committee meeting during theyear are given below:-

Name , Designation & Category of Director No. of Committee Meetings Held No. of Committee Meetings attended
Mr. Bhavik S. Patel Non Executive Independent Director & Chairman 1 1
*Mr. Narendrakumar G. Patel Non Executive Non Independent Director & Member 1 1
Mr. Hetarth A. Patel Non Executive Independent Director & Member 1 0

* Mr. Narendrakumar G. Patel has resigned w.e.f 08.05.2021. Thereafter, Nomination and Remuneration committee has been reconstituted w.e.f 10.06.2021 on account of appointment of Mr. Dahyabhai M. Patel on the board of the Company.

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of theCompanies Act, 2013. During thefinancial year 2020-21, the Committee met one (1) time as on 25.02.2021.

The Company Secretary acts as Secretary to the Stakeholders Relationship Committee. The details of membersattendance at the Stakeholders Relationship committee meeting during theyear are given below:-

Name , Designation & Category of Director No. of Committee Meetings Held No. of Committee Meetings attended
Mr. Bhavik S. Patel Non Executive Independent Director & Chairman 1 1
*Mr. Narendrakumar G. Patel Non Executive 1 1
Non Independent Director & Member
Mr. Hetarth A. Patel Non Executive Independent Director & Member 1 1

* Mr. Narendrakumar G. Patel has resigned w.e.f 08.05.2021. Thereafter, Stakeholders Relationshipcommittee has been reconstituted w.e.f 10.06.2021 on account of appointment of Mr. Dahyabhai M. Patel on the board of the Company.

The Stakeholders Relationship Committee looks intoshareholders complaints related to transfer of shares,non-receipts of balance sheet besides complaints fromSEBI, Stock Exchanges, Court and various Investor Forums.It oversees the performance of the Registrars and TransferAgent, and recommends measures for overall ImprovementIn the quality of Investor services. The Company is in compliance with the SCORES which has initiated by SEBIfor processing the investor complaints in a centralized webbased redress system and online redressal of all theshareholders complaints and details of the same is madeaccessible on the Companys official website.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the Companys website athttp://www.earumpharma.com/investorrelation.html.

19. CHANGES IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business carried out by the Company in the Year 2020- 2021.

20. CORPORATE GOVERNANCE

Your Company has been complying with the principals ofgood Corporate Governance over the years and iscommitted to the highest standards of compliance.Pursuant to regulation 15(2) of the SEBI (LODR)Regulations 2015, the compliance with the corporategovernance provisions as specified in regulations 17 to 27and clauses (b) to (i) and (t) of Regulation 46 (2) and para C, D andE of schedule V shall not apply to the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year and whichhas listed Its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is notapplicable on the Company and therefore not provided bythe Board.

21. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) (SecondAmendment) Regulations, 2016, the Company is notrequired to prepared Dividend Distribution policy.

22. AUDITORS& AUDITORS REPORT

i. Statutory Auditor

Your Company at its at the 07thAnnual General Meeting held on September27, 2019had appointed M/s. J.M. Patel & Bros., Chartered Accountants as Statutory Auditors of the

Company for a period of 5 consecutive years i.e., from the Seventh Annual General Meeting till Twelfth Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.

There are no qualifications, reservations or adverse remarks made by M/s. J.M. Patel & Bros.,Chartered Accountants, the Statutory Auditors of the Company, in their report for the financial year 2020-21.

ii. Secretarial Auditor

M/s. PRO & Co., Company Secretaries, Ahmedabad wereappointed as Secretarial Auditor of the Company to conduct secretarial auditpursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit ofthe Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. PRO & Co., Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-C.

The response of your directors on the observation made in Secretarial Audit Report is as follows:

The Company was in the process offinding a suitable candidate for the post of Internal Auditor.

However, after the end of financial year the Company has found out the right candidate for the said post and appointed Mr. Yogesh M. Rajput as an Internal Auditor on 21.07.2021for the Internal Audit to be carried out for the Financial Year 2021-22.

Also, the Board, at its meeting held on July 21, 2021,has re-appointed M/s. PRO & Co.,Company Secretaries, asSecretarial Auditor, for conducting SecretarialAudit of the Company for FY 2021-22.

iii. Cost Auditor

The provision of the section 148 of the Companies act, 2013 read with Rules 14 of theCompanies (Audit & Auditors) rules, 2014 is not applicable to the company.

Reporting of Frauds by Auditors:

Pursuant to Section 134 (3) (ca) of the Companies Act, 2013, the Statutory Auditor and Secretarial Auditorhave not reported any instances of frauds committed in theCompany during the year under review by its Officers orEmployees to the Audit Committee or Board under Section143(12) of the Companies Act, 2013, details of which needs tobe mentioned in this Report.

23. ANNAUL RETURN

Pursuant to Section 92(3) read withSection 134(3) (a) of the Act, the AnnualReturn as on March 31, 2021 is available onthe Companys website on http://www.earumpharma.com/investorrelation.html.

24. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

25. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF COMPANIES ACT, 2013

During the year, the Company has not given any guarantee or provided security in connection with the loan to any other body corporate or person or made any investments however the Company has provided loans to persons/body corporates and the particulars of such loans, falling under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to financial statements of the Company.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: -

Company ensures that the operations are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved.

ii. The steps taken by the company for utilizing alternate sources of energy: - No alternate source has been adopted

iii. The capital investment on energy conservation equipment: -

No specific investment has been made in reduction in energy consumption

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: - No outside technology is used by the Company

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: -Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: - NIL

b. The year of import: - Not Applicable

c. Whether the technology been fully absorbed: - Not Applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: - Not Applicable

iv. The expenditure incurred onResearch and Development: - NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

As on March 31, 2021, there were no foreign exchange earnings and/or outgo.

27. INTERNAL FINANCIAL CONTROLS

With reference to financial statements, the Company has putin place adequate financial controls in form of policies andprocedures for ensuring the orderly and efficient conductof its business, including adherence to Companys policies,the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliablefinancial information.

28. VIGIL MECHANISM

The Board of Directors of the Company has pursuant to theprovisions of Section 177(9) of the Companies Act. 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide amechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations of legal or regulatoryrequirements, incorrect or misrepresentation of any,financial statements and reports etc.

This Policy is available onthe Companys website onhttp:/ /www.earumpharma.com /investorrelation.html.

The following is a summary of Protected Disclosures received and disposed off during the year 2020-21:

No. of Protected Disclosures received: NIL No of Protected Disclosures disposed off: NIL

The Board of Directors of the Company has constitutedAudit Committee to oversee the Vigil Mechanism.

The employees of the Company have the right to reporttheir concern/grievance to the Audit Committeeconstituted by the Board of Directors to oversee the Vigilmechanism.

The Company is committed to adhere to the highest standards of ethical moral and legal conduct of businessoperations.

29. CORPORATE SOCIAL REPONSIBILITY

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

30. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE BOARD

In accordance with provision of Section 178(3) of theCompanies Act, 2013, the Nomination and RemunerationCommittee has specified the criteria and manner foreffective evaluation of performance of the Board, itsCommittees and Individual Directors carried out either bythe Board, by the Nomination and RemunerationCommittee or by an Independent external agency, andreviewed Its Implementation and compliance.

The detailed policy In compliance with Section 178(3) of theAct read along with Regulation 19 of the Listing Regulationshas been approved by the Board of Directors of the Company and is made accessible on the Companys official website at the following linkhttp:/ /www.earumpharma.com/investorrelation.html.

31. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed, anddisclosures to be made while dealing with shares of the Company, as well as theconsequences of violation. The policy has been formulated to regulate, monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities. The code is made accessible on the Companys official website at the following linkhttp://www.earumpharma.com/investorrelation.html.

32. RISK MANAGEMENT

As per Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company isrequired to lay down the procedures about the risk assessmentand minimization procedures. In accordance with the saidclause the company has adopted risk management frameworkwith the following objectives:

i. Aligning the corporate strategies & objectives to the riskappetite

ii. Providing a formal organization structure for riskmanagement

iii. Integrated approach to risk management at strategic level

iv. Systematic approach and use of special tools for riskmanagement

v. Providing Board/Management oversight

In order to achieve the key objective, the policy establishes astructured and disciplined approach to Risk Management, inorder to guide decisions on risk related issues. Thus, the companyhas in place risk management policy which also includesidentification of elements of risk, if any, which in the opinion ofthe board may threaten the existence of the Company.

33. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significantor material orders passed by the regulators or courts ortribunals impacting the going concern status and Companysoperations in future.

34. DISCLOSURE AS REQUIRED UNDER SECTION 22 OFSEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. During the financial year 2020-2021, the Company hasreceived nil complaints on sexual harassment.

35. RESISTRAR & SHARE TRANSFER AGENT

Your Company has appointed M/s. Bigshare Services Private Limited as its Registrar and Share Transfer Agent.

36. MIGRATION TO MAIN BOARD OF BSE & NSE

The Company at its Board Meeting held on June 10, 2021 and July 21, 2021 approved the migration of listing/ trading of Equityshares of the Company from BSE SME platform to Main Board of BSE and main board of NSE, respectively, subjectto necessary approvals.

37. HUMAN RESOURCES

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empoweredand such work environment propels them to achieve higher Levels of performance. The unflinching commitmentof the employees is the driving force behind the Companys vision. Your company appreciates the spirit of its dedicated employees.

38. COMPLIANCE WITH THE PROVISIONS OF SECRETARIALSTANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relatingto ‘Meetings of the Board of Directors and ‘General Meetings respectively, have been duly complied by your Company.

39. GREEN INITIATIVES

Electronic copies of the Annual Report 2020-2021 and Notice of the 9thAnnual GeneralMeeting are sent to all members whose email addresses are registered with theCompany/ Depository Participant(s). For members who have not registered their emailaddresses, physical copies of the Annual Report 2020-2021 and the Notice of the 9thAnnual General Meeting under Section 101 of the Companies Act, 2013 are sendthrough permitted mode. Members requiring physical copies can send a request to theCompany.

40. ACKNOWLEDGEMENTS

The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

The Directors regret the loss of life due to COVID-19 pandemicand are deeply grateful and have immense respect for eachand every warrior who risked their life and safety to fight thispandemic bravely.

BY ORDER OF THE BOARD
For, EARUM PHARMACEUTICALS LIMITED
Sd/-
DATE: AUGUST 11, 2021 BHUMISHTH N. PATEL
PLACE: AHMEDABAD CHAIRMAN & MANAGING DIRECTOR
[DIN: 02516641]