Fredun Pharmaceuticals Ltd Directors Report

To,

The Members,

Fredun Pharmaceuticals Ltd.

We are honoured to present the Directors Report for the financial year ending March 31, 2024. This report provides a comprehensive overview of your Companys performance, major business developments, and future outlook.

1. Financial Performance

The financial year 2023-24 was marked by significant growth and strategic expansion. Fredun Pharmaceuticals Ltd. continued to demonstrate strong financial resilience and operational efficiency, delivering impressive results across all key metrics:

•Total Income: The Company reported a total income of 349.07 crore, an increase of 26.25% compared to 276.5 crore in FY23. This growth was driven by increased sales across our Generics, Nutraceuticals, and Pet Healthcare Divisions.

•EBITDA: Our EBITDA surged to 38.90 crore in FY24, up by 31.42% from 29.60 crore in the previous year. This improvement reflects our focus on cost management, operational efficiency, and scaling our business operations.

•Net Profit: The net profit after tax for FY24 was 15.62 crore, representing a significant 44.63% increase from 10.80

crore in FY23. The improvement in profitability was supported by our strategic initiatives aimed at expanding our product portfolio and entering new markets.

•PAT Margin: The PAT margin improved to 4.47% in FY24, up from 3.90% in FY23, underscoring our ability to deliver

sustainable growth while maintaining financial discipline.

2. Key Business Lines and Operational Highlights

Fredun Pharmaceuticals Ltd operates across several key business segments, each contributing to our overall growth and success. Below is a detailed overview of our performance across these segments:

a. Fredun Generics

Our Generics Division, marketed under the Fredun Gx brand, continued to be a significant contributor to our revenue:

•Product Expansion: In FY24, we launched over 110 products under the Fredun Gx brand in India. These products span various therapeutic categories, including Anti-Diabetics, Anti-Hypertensives, Anti-biotics & Anti-fungal and more. The segment has shown consistent monthly growth of 3-5%, and we plan to add another 50 products by Q4FY25.

•Market Penetration: Our focus on increasing market penetration led to successful tie-ups with multiple distribution channels, enabling us to expand our reach across 17 States in India. Our products are now being supplied to institutions like the Indian Railways and the Defence sector.

•Infrastructure and Compliance: We have initiated the upgradation of our manufacturing facilities to meet next-level GMP standards, with PIC/s Accreditation expected by Q4FY25. This will enhance our ability to compete in International Markets, particularly in Southeast Asia and Africa.

b. Nutraceuticals and Dietary Supplements

The Nutraceutical Division under Fredun Nutrition experienced strong growth, driven by increasing demand for health and wellness products:

•Product Portfolio: We launched 34 new products in Maharashtra in Q4FY24, focusing on Immunity Boosters, Liver Support, and Fertility Enhancement, Whey Proteins . Key products include Mamalait, a Galactagogue that promotes lactation and builds immunity, and Fredmax, designed for energy, stamina, and performance in men.

•Market Expansion: Sales in Maharashtra have shown a consistent growth of 3-4% month-on-month, with plans to expand into additional districts in FY25. The division added 48 new products in FY24, with a target to launch 16 more by Q3FY25.

•Awards and Recognition: Mamalait was honoured with the ET Edge Best Healthcare Brand of 2024, recognizing our Commitment To Quality and Innovation in the nutraceuticals market.

c. Pet Healthcare

Fredun Pharmaceuticals Ltd has been making significant strides in the Pet Healthcare segment, operating under the Freossi brand:

•Product Development: In FY24, we launched 12 new products in the Pet Treat and Feed Supplement range, with an additional six drug products set to be launched by Q2FY25. Our affordable Pet Grooming range, introduced in Q4FY24, includes 43 products, and we expect revenue from this range to begin contributing significantly from Q2FY25.

•Veterinary Diagnostics: We are in the process of establishing one of the first dedicated Vet Diagnostic Centres for pets, which is expected to be operational by Q2FY25. This centre will enhance our ability to offer comprehensive pet healthcare solutions.

•Market Expansion: We have expanded our presence in Maharashtra and are targeting a Pan-India expansion by Q4FY25. Our exports to the GCC and MENA regions are also expected to grow by 10% quarter-on-quarter starting Q3FY25.

d. Cosmeceuticals

Our Cosmeceuticals Division, operating under the Bird N Beauty (BNB) and Beautyfred brands, is focused on innovative skincare and personal care products:

•Product Launches: BNB launched an entire premium segment of Emu oil-based products in FY24, leveraging the unique moisturizing and healing properties of Emu oil. The division is set to scale up with additional product launches throughout FY25.

•Manufacturing Capabilities: Our State-Of-The-Art lotion manufacturing unit at Palghar is now fully operational, with our balm manufacturing reaching full capacity and supplying nearly 1 million units in Q1FY25. These products are set to penetrate the domestic market across India by Q4FY25.

•Retail Strategy: Beautyfred, our commercial Cosmetics Division, has launched retail outlets at key Railway and Metro platforms across Mumbai, bringing our products closer to the consumer.

3. Global Expansion

Fredun Pharmaceuticals Ltd has continued to expand its global footprint, focusing on markets with high growth potential:

•Registrations and Approvals: As of FY24, we have successfully secured 697 product registrations cumulatively across various regions. Additionally, we have 394 more products currently under registration. These efforts are concentrated in key regions such as Southeast Asia, Africa, and the GCC, positioning us to further penetrate these markets with our generic and nutraceutical products.

•Export Growth: Our exports are projected to grow at 15% year-on-year, bolstered by these new registrations and our strategic partnerships in these regions.

4. Dividend

In recognition of the companys strong financial performance, the Board of Directors is pleased to recommend a final dividend of 7% on the paid-up equity shares for the year ended March 31, 2024. This dividend reflects our commitment to sharing the companys success with our shareholders while ensuring sufficient reinvestment for future growth.

5. Directors and Key Managerial Personnel

The year saw the reappointment of Mr. Fredun Medhora as Managing Director, a decision that reflects the Boards confidence in his leadership and vision for the Company. The Board also confirms that all independent directors meet the independence criteria as required by the Companies Act, 2013.

6. Internal Financial Controls

Your Company has robust internal financial controls in place to ensure the accuracy and reliability of financial reporting. These controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations. During the year, the Board reviewed the adequacy and effectiveness of these controls and is satisfied that they are functioning effectively.

7. Human Resources and Employee Development

Fredun Pharmaceuticals Ltd recognizes that our employees are our greatest asset. Throughout FY24, we continued to invest in our workforce through strategic recruitment, comprehensive training programs, and employee engagement initiatives. These efforts are aimed at fostering a motivated, skilled, and adaptable workforce capable of driving our growth objectives. We are committed to creating a work environment that promotes diversity, innovation, and professional development.

8. Environmental, Health, and Safety (EHS) Initiatives

We remain committed to maintaining high standards of Environmental, Health, and Safety Practices across all our operations:

•Energy Conservation: We conducted regular energy audits and implemented energy-saving measures across our manufacturing units. Our ongoing efforts to improve energy efficiency include the installation of energy-efficient equipment and the adoption of best practices in energy management.

•Waste Management: The Company has made significant investments in wastewater treatment facilities to ensure that no wastewater is discharged outside the manufacturing units. Regular monitoring of waste sludge is conducted in collaboration with the Maharashtra Pollution Control Board (MPCB).

•Health and Safety: We prioritize the health and safety of our employees, with continuous improvements in safety protocols, regular training sessions, and health monitoring programs.

09. Future Outlook

As we look to the future, Fredun Pharmaceuticals Ltd is well-positioned to capitalize on emerging opportunities in the global pharmaceutical and healthcare markets. Our focus remains on expanding our product portfolio, enhancing our manufacturing capabilities, and entering new markets. With our strong financial position, committed workforce, and strategic vision, we are confident in our ability to deliver sustainable growth and create long-term value for our shareholders.

10. Acknowledgments

The Board of Directors wishes to express its gratitude to all Stakeholders, including our Shareholders.

Warm Regards

Fredun Medhora

Managing Director & CFO

Fredun Pharmaceuticals Limited

Dear Members,

Your Directors have an immense pleasure to present the 37th Annual Report together With the Audited Financial Statements for the year ended March 31,2024. (‘F.Y.2023-24)

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	For the financial year ended 31.03.2024	For the financial year ended 31.03.2023
Income from Business Operations	34,657.69	27,434.17
Total Income	34,907.18	27,649.75
Total Expenditure other than Financial Costs and Depreciation	31,017.39	24,689.82
Profit/ Loss before Interest, Depreciation and Taxes	3,889.79	2,959.93
Finance Cost	1,365.01	928.15
Depreciation / Amortization	379.59	280.93
Profit / Loss Before exceptional items and tax	2 ,145.19	1,750.85
Exceptional Income/ Expenses	0.00	0.00
Prior period adjustments	0.00	0.00
Profit / Loss before Tax	2 ,145.19	1,750.85
Total Tax expenses	582.85	670. 19
Profit/(Loss) after Tax	1,562.34	1,080.66

STATE OF AFFAIRS OF THE COMPANY:

Your Company earned a Total Income of Rs. 34,907.18 Lakhs in the Financial Year ended March 31,2024 as compared to the Total Income of Rs. 27, 64 9. 75 Lakhs for the corresponding Financial Year ended March 31, 2023. There is 26.24 % hike in the Total Income of the Company.

Your Companys Net Profit for the Financial Year 2023-24 is Rs. 1,562.34 Lakhs as compared to the Net Profit of Rs. 1080.66 Lakhs for the Previous Year i.e., 2022-23.

Your Company is well diversified in the business ranging from Formulations to Diagnostics to Consultancy. The Company has a unique range of products, from niche formulations, anti-diabetics to the latest anti-retroviral and anti-Hypertensive products.

Your Company is associated with many Governments of different countries which have also realised the need for robust and consistent healthcare systems. Hence there is a great potential for growth in near future.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis Statement forming part of this Annual Report.

DIVIDEND:

The Board of Directors have recommended a final dividend of 7% on the paid-up ordinary Equity Shares of the Company payable to those shareholders of the Company whose names appear in the Register of Members as on the Record date.

TRANSFER TO RESERVES:

During the financial year under review, your Company have not transferred any amount to reserves.

SHARE CAPITAL:

The Details of Equity Share Capital of the Company are as follows:

(Rs. in Lakhs)

Particulars of Share Capital	Details as on March 31,2024		Details as on March 31,2023
	No. of Shares	Amount	No. of Shares	Amount
Authorised Share Capital
Equity Shares	1,00,00,000	10,000	1,00,00,000	10,000
Issued, Subscribed and Paid - up Capital
Equity Shares	46,99,162	469.92	45,32,272	453.23

The Company had in financial year 2022-23 issued 2,51,890 warrants ("Warrants") of the Company, whereby each Warrant is convertible into 1 (One) equity share of face value Rs. 10/- (Rupees Ten Only) at any time within 18 (eighteen) months from the date of allotment of the Warrants as per the ICDR Regulations, on a Preferential basis, at an issue price of Rs. 996.20/- (Rupees Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium of Rs. 986.20/- (Rupees Nine Hundred Eighty-Six and Twenty Paise Only), aggregating to Rs. 25,09,32,818/- (Rupees Twenty-Five Crore Nine Lakhs Thirty-Two Thousand Eight Hundred and Eighteen Only).

During the financial year under review, your Company has allotted 1,66,890 Equity Shares, of Rs. 10/- (Rupees Ten Only) each fully paid, at a price of Rs. 996.20/- (Rupees Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium of Rs. 986.20/- (Rupees Nine Hundred Eighty-Six and Twenty Paise Only), aggregating to Rs. 16,62,55,818/- (Rupees Sixteen Crore Sixty-Two Lakhs Fifty-Five Thousand Eight Hundred and Eighteen Only) to Non-Promoter Shareholders on conversion of Warrants pursuant to SEBI (ICDR) Regulation 2018 and Companies Act, 2013.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the financial year under review and information pursuant to provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during financial year under review and hence information pursuant to provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND JOINT VENTURE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company and hence it does not require any reporting for the same.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as "Annexure I".

CHANGE IN THE NATURE OF THE BUSINESS:

The Company is primarily engaged in the activities of Pharma. During the financial year under review, there has been no change in the nature of the business of your Company.

COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

During the financial year under review, the Company does not possess any commodity price risks and commodity hedging activities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

•DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company; Dr. (Mrs.) Daulat Medhora (DIN No: 01745277) is liable to retire by rotation at the ensuing 37th Annual General Meeting and being eligible, has offered herself for re-appointment. Her re-appointment will be placed for shareholders approval at the 37th Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other Companies, of the Directors proposed to be appointed/re-appointed, along with her shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this Annual General Meeting.

•CHANGE IN DIRECTORS

Dr. (Mr.) Chandrakant Shah resigned from his position as an Independent Director of the Company. As a result, he also stepped down as Chairman of the Audit Committee and relinquished his Membership in the Nomination and Remuneration Committee and the Stakeholder Relationship Committee, w.e.f. July 19, 2023. Mrs. Daisy DSouza appointed as an Independent Director of the Company w.e.f. November 24, 2023.

•KEY MANAGERIAL PERSONNEL

During the year there was no change in the Key Managerial Personnel of the Company.

•DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section 149(7) of The Companies Act, 2013 in the first Board Meeting of the Financial Year 2023-24 held on May 02, 2023; stating that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees.

BOARD AND COMMITTEES OF BOARD:

•BOARD

The Board of your Company comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 3 (Three) Independent Directors. The Board of Directors met 16 (Sixteen) times during the financial year as per the provisions of Secretarial Standards, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (SEBI Listing Regulations).

•COMMITTEES OF THE BOARD

The Committees of the Board viz; Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee are duly constituted as per the provisions of the Companies Act, 2013 and applicable SEBI Listing Regulations. Details of composition, terms of reference and meetings are mentioned in Corporate Governance section forming part of this Annual Report.

The Company has also constituted functional committees delegating certain powers of the Board for administrative efficiency.

All the recommendations made by all Board Committees were accepted by the Board.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are disclosed under Corporate Governance section of Annual Report.

•SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was convened on May 24, 2023 complying with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

•In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

•Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and its profit for the year ended on that date;

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

•Your Directors have prepared the Annual Accounts for the financial year ended March 31,2024 on a going concern basis;

•Your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

•Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal evaluation needs to be done by the Board of its own performance and that of its Committees and Individual Directors and that Independent Directors shall evaluate Non-Independent Directors and the Chairperson of the Board.

The Board at its meeting held on May 24, 2023 carried out the evaluation of every Directors performance, its own performance and that of its Committees and Individual Directors. The evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, the Independent Directors at their Meeting held on May 24, 2023, evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees.

The Nomination & Remuneration Committee at its meeting held on May 24, 2023 reviewed the implementation and compliance of the process of evaluation of performance as specified by the said Committee.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is also hosted on the website of the Company at www.fredungroup.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website at www.fredungroup.com. During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders approval.

There were no materially significant Related Party Transactions made by the Company during the year that would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies Act, 2013 is annexed as "Annexure II".

The policy on materiality of information / documents and dealing with it has been approved by the Board and the same is also available on the website of the Company at www.fredungroup.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The composition, roles, and responsibilities of the CSR Committee are outlined in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, the Company has spent the requisite 2% of its average net profits of the previous three financial years, calculated in accordance with Section 198 of the Companies Act, 2013, on CSR activities. These activities are in line with the Companys CSR Policy and focus on promoting education, healthcare, environmental sustainability, and other areas as prescribed under Schedule VII of the Act.

The Companys CSR Policy, as approved by the Board, is available on the Companys website at www.fredungroup.com.

A detailed report on CSR activities undertaken by the Company, including the composition of the CSR Committee, projects approved, amount spent, and the manner of implementation, as required under Section 135(5) and (6) of the Act, is annexed to this report as "Annexure III".

STATUTORY AUDITORS:

M/s. R.H. Nisar & Co. (Chartered Accountant) (Firm Registration Number: 103659), were appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 36th Annual General Meeting upto the conclusion of the 41st

Annual General Meeting of the Company to be held in the year 2028.

The remarks and observations made in the Auditors Report of M/s. R.H. Nisar & Co. , Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments as same have since been addressed appropriately.

AUDITORS REPORT:

The Auditors Report on Standalone Financial Statements for the year ended March 31, 2024 forms integral part of this Annual Report

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. R.H. Nisar & Co. (Chartered Accountant) in their Report dated May 07, 2024 on the Financial Statements of the Company for Financial Year 2023-24.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. Kala Agarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report is annexed as "Annexure IV".

COST AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014; your Company with reference to its Pharma business is required to maintain the cost records as specified under Section 148 of the Companies Act, 2013 and the said cost records are also required to be audited by the Practising Cost Accountants. Your Company is maintaining all the cost records referred above.

The Board, on the recommendation of the Audit Committee, had appointed M/s. Joshi Apte & Associates, Practising Cost Accountants (Firm Registration No. 00240), as the Cost Auditors of the Company for conducting the audit of cost records made and maintained by the Company for the Financial Year 2023-24.

SEGMENT

The Company operates only in a single segment i.e. Pharmaceutical Segment.

CORPORATE GOVERNANCE REPORT:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of Corporate Governance for the year ended March 31, 2024 is provided separately and forms integral part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3) (a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024, is placed on the website of the Company at www.fredungroup.com

SECRETARIAL STANDARDS:

The Company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India under Section 118(10) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

BUSINESS RISK MANAGEMENT:

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Companys operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed before the Audit Committee of the Company.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF THE WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of the Women Employees. An Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive policy in place to deal with any such situation. The Policy is available on the website of the Company at www.fredungroup.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

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

Your Company has heavily invested into the latest machineries for both the manufacturing and packing departments; hence it is imperative to take care of the internal systems and work culture. The Company is continuously complying as per the Pollution Regulation Control Board of Maharashtra.

The Company also conducts in-house energy audits at regular intervals with proper monitoring and maintenance of all the machines. Conservation of energy in all the departments is an on- going process which requires a proactive compliance. It is a must to have a high performing and competent Quality Control and Quality Assurance team which monitors the compliance of all the regulatory aspects of manufacturing.

Special emphasis is given on improving the manufacturing processes which will help in reducing manufacturing time, manpower and electricity consumption. Additional conveyor belts are installed to

transfer the finished goods from manufacturing departments to BSR and also from BSR to the container loading bay.

This has helped in reducing time, money and energy to a great extent. The newly installed automatic equipment and instruments will give higher output with less manpower and increase the productivity of the Company.

The other Integrated Systems with proper data storage gives consistent performance and lowers the cost of production. The continuous monitoring is done of existing compressors, boilers electrical heaters, and pumps etc. for enhancing energy efficiency.

For the treatment of waste water, your Company has installed a bigger ETP plant which controls water pollution. The treated water is used for gardening and a green environment is well maintained and no waste water is allowed to run outside the manufacturing unit. The waste sludge is regularly monitored by MPCB Department.

With a full-fledged R&D Department, your Company has developed and launched many new molecules like antihypertensive, antidiabetic, ARVs and even narcotics. These molecules are either under patent or still not universally manufactured on a large scale. Continuous efforts are made to improve the quality of the products in respect of better bioavailability and stability.

Two new walk-in stability chambers are also installed for monitoring the stability of the products. Continuous R&D is going on for established products also to reduce the cost of manufacturing and improve the quality and stability of the products. Your Company has also installed fully automatic purified water generation and distribution system to cater to newly started ointments, creams and gels manufacturing Department along with the Department for manufacturing pellets of various APIs complying as per cGMP norms.

Foreign Exchange earnings and outgo:

Foreign Exchange Earnings:	Export of Goods- 77,71,37,142.35/-
Foreign Exchange Outgo:	Import of Goods- 89,94,749/-

As per RBI Guidelines, the Company manages Foreign Exchange Risk to protect value of exposures. From time to time the Board reviews the Foreign Exchange Exposure.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as "Annexure VI"

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that may have an impact on the "Going Concern Status" and Companys Operations in the future.

DETAILS OF FRAUD:

There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure Prevention of Insider Trading in the Organization.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no other reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Your Company is working strategically to recruit, develop and utilize people - Our most valuable business resource. Your Company is actively pursuing policies for the strategic and well-planned recruitment, development and utilization of human resources who can understand and practice the Companys Management Principles and Activity Guidelines in order to contribute broadly to society and continue creating new values.

Effective recruitment, development and the utilization of globally competitive human resources are the most important issues for your Company to survive the current ever-changing business environment and achieve sustainable growth. Our concern is to ensure that each of our employees exercise their full potential in line with the business strategy of their respective departments.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURES WITH RESPECT TO SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Sr. No. Nature of information	Status
1 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. as on April 01,2023.	4,000
2 Number of shareholders who approached issuer for transfer of shares from suspense account during the year 2023-24	1,200
3 Number of shareholders to whom shares were transferred from suspense account during the year 2023-24	1,200
4 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on March 31,2024	2,800

The voting rights of the shareholders of the above shares shall remain frozen till the rightful owner claims the shares.

ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, Contractors and Consultants and also Banks, Financial Institutions, Shareholders, and Employees of the Company for their continued support and encouragement and look forward for the same in future.

For FREDUN PHARMACEUTICALS LIMITED

Sd/-

DR. DAULAT MEDHORA

CHAIRPERSON & JT. MANAGING DIRECTOR.

DIN:01745277

 

Sd/-

FREDUN MEDHORA

MANAGING DIRECTOR & CFO

DIN:01745348

 

Place: Mumbai

Date: May 07, 2024