Kilitch Drugs (India) Ltd Directors Report

To,

The Members,

The Board of Directors is delighted to present the 32"Annual Report on the business and operations of Kilitch Drugs (India) Limited (“the Company”) along with the summary of standalone and consolidated financial statements for the financialyear ended 31* March, 2024.

OVERVIEW OF FINANCIAL PERFORMANCE (STANDALONEAND CONSOLIDATED):

Key highlights of standalone and consolidated financial performance for the year ended 31? March, 2024 are summarized as under: [Amount in Lakhs]

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	13,159.90	11,778.35	15,437.25	13,959.90
Other Income	618.85	459.76	447.89	291.80
Total Income	13,778.75	12,238.11	15,885.14	14,251.70
Total Expenses	11,443.44	10,293.25	13,949.69	13,050.27
Profit/(Loss) before exceptional and tax	2,335.31	1,944.86	1,935.45	1,201.43
Exceptional Items	-	-	-	-
aeredon before tax from continuing	2,335.31	1,944.86	1,935.45	1,201.43
Tax Expenses:-
- Current Tax	636.50	419.76	636.50	419.76
- Deferred Tax	(58.57)	(46.63)	(58.57)	(46.60)
Me retene {Loss} from continuing	1,757.38	1,571.73	1,357.52	828.27
Other Comprehensive Income [after tax]	556.13	(31.75)	556.13	(31.75)
Total Comprehensive Income	2,313.51	1,539.98	1,913.65	796.52
Paid up Equity Share Capital (Face Value Rs. 10/- per Share]	1,608.23	1,558.23	1,608.23	1558.23
Earnings per share [Amount in Rs.]
- Basic	11.03	10.09	9.17	6.71
- Diluted	11.03	10.09	9.17	6.71

STATE OF COMPANYS AFFAIRS

The financial statements for the year ended 31% March, 2024 has been prepared in accordance with the Indian Accounting Standards (IndAS) notified under section 133 of the Companies Act, 2013 (hereinafter referred to as ‘the Act”) read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect true and fair manner,the form and substances of transactions and reasonably present the state of affairs.

Standalone Financial Results:

During the year under review, the Company achieved income from operations of Rs. 13,159.90 lakh as compared to Rs. 11,778.35 lakh in the previous year. The total comprehensive income was Rs. 2,313.51 lakh for the year ending 31? March, 2024 as compared to Rs. 1,539.98 lakh in the previous year.

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

Consolidated Financial Results

During the year under review, the Company achieved income from operations of Rs. 15,437.25 lakh as compared to Rs. 13,959.90 lakh in the previous year. The total comprehensive income was Rs. 1,913.65 lakh for the year ending 31? March, 2024 as compared to Rs. 796.52 lakh in the previous year.

DIVIDEND AND RESERVES

In order to conserve the resources for the further growth of the Company, your directors think fit not to recommend any dividendfor the year under review.

SHARE CAPITAL AND CHANGES THEREON

Board of Directors at their meeting held on 22” July, 2023 approved allotment of 5,00,000 of equity shares of Rs. 10 each, pursuantto conversion of convertible share warrants issued on private placement basis. During the year under review, there were no other changes in the paid-up share capital of the Company. As on 31" March, 2024, the Paid-up Equity Share Capital of the Company stood Rs. 16,08,23,190/- comprising of 1,60,82,319 Equity Shares of Rs.10 each.

The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. The Company has paid Listing Fees for the financial year 2023-24 to each of the Stock Exchanges, where its equity shares are listed.

ANNUAL RETURN

Pursuant to Notification dated 28" August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28" August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Companyat www.kilitch.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report including the result of operations of the Company for the year as required under Schedule IV of SEBI [Listing Obligation and Disclosure Requirements] Regulations, 2015 is appended to the Annual Report as Annexure-

DETAILS OF SUBSIDIARY COMPANIES

As on 31? March, 2024, the Company has two subsidiaries namely Monarchy Healthserve Private Limited and Kilitch Estro Biotech. In line with the requirements of the Act and Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries and the same can be accessed on the Companyswebsite at www. kilitch.com

According to Section 129(3) of the Companies Act, 2013, financial statements of the Company are prepared in accordance with the relevant Indian Accounting Standard specified under the Act and the rules thereunder. A statement containing the salient features of the financial statements of the Companys subsidiaries in Form no. AOC-1 is appended as Annexure - Il to the Board Report. The statement also provides the details of performance and financial positionof each subsidiary.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

Appointments or Re-appointment and Cessation of Directorsand Key Managerial Personnel

1. Pursuant to the provisions of Section 152 of the Act, Mrs. Mira Mehta (DIN:01902831) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends the said reappointment for shareholders approval.

2. At the meeting of Board of Directors held on 26" August, 2024 your Board has appointed Mr. Dipen JayantilalJain (DIN:01 148262) as an Additional Director

(Non- executive, Independent) of the Company with effect 27? August, 2024. Pursuant to the provisions of Section 161 of the Act, Mr. Dipen Jayantilal Jain holds office till the date of the ensuing Annual General Meeting and is eligible for appointment as Director of the Company. A Resolution in this behalf is set out at Item No. 4 of the Notice of Annual General Meeting, for Members approval.

3. Mr. Venkita Subramanian Rajan (DIN: 00059146) was re-appointed as a Non-Executive & Independent Director of the Company for a further term of 5 years with effect from 28" June, 2023 as per the recommendation made by Nomination and Remuneration Committee of the Company and same was approved by the members at the Extra-ordinary General Meeting of the Company held on Tuesday, 11" April, 2023.

4. Mrs. Mira Mehta (DIN: 01902831) was re-appointed as a Wholetime Director of the Company for a further term of 5 years with effect from 14" November, 2023 as per the recommendation made by Nomination and Remuneration Committee of the Company and same was approved by the members at the 31? Annual General Meeting of the Company held on Friday, 29" September, 2023. Further, on the recommendation by Nomination and Remuneration Committee, the Board proposed to change her designation to Managing Director. The Board recommends the said change for shareholders approval at item no. 5 of the notice of Annual General Meeting.

Key Managerial Personnel

As on 31" March, 2024, the following were Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 203 of the Act.

a] Mr. Mukund Mehta, Managing Director

b) Mr. Bhavin Mehta, Whole time Director

c] Mrs. Mira Mehta, Whole time Director

d) Mr. Sunil Jain, Chief Financial Officer

e] Ms. Pushpa Nyoupane, Company Secretary

BOARD OF DIRECTORSAND MEETING

The Board of Directors of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities,they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

During the year under review, 8 meetings of the Board of Directors were held. Details of the meetings of the Board and its Committee are furnished in the Corporate Governance Report which forms part of this report.

Pursuant to provisions of part VII of the Scheduled IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, one meeting of Independent Director was held on 27" May, 2024. During the year under review, Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee[s) of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(7) of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in section 149(6] of the Act and regulation 16(1}(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

ANNUAL EVALUATION OF BOARD, ITS COMMITTEE ANDINDIVIDUAL DIRECTORS

The Company has formulated a Policy for performance evaluation of the Board, Committee and other individual Director (including independent directors) which includes criteria for performance evaluation of Non- Executive Director and Executive Director.

In pursuant of section 134(3)(p) of the Companies Act, 2013 read with rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Board of Directors carried out the performance evaluation of the Board as a wholeand of its Committees and individual directors. A structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligationsand governance etc.

The Board of Directors took note of the observations on board evaluation carried out during the year as follows;

a] Observation of board evaluation carried out for the year - there were no observations in the Board Evaluation carriedfor the year b] Previous years observations and actions taken - there were no observations of the Board for the last financial year c) Proposed actions based on current year observation - Not applicable

AUDIT COMMITTEE

The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of SEBI Listing Regulations. Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report which is part of this report.

NOMINATIONAND REMUNERATION COMMITTEE

In accordance with Section 178 and all other applicable provisions, if any, of the Act read with the rules issued thereunder and regulation 19 of the SEBI [Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have duly constituted Nomination and Remuneration Committee. Further, the Board of Directors on the recommendations of the Nomination and Remuneration Committee, have put in place a Nomination and Remuneration Policy of the Company. The Companys remuneration policy is driven by the success and performance of the individual employees, senior management, executive directors of the Company and other relevant factors including the following criteria;

a] The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directorsand employees.

b) Relationship of remunerationto performance is clear and meets appropriate performance industry benchmarks;and

c}) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholders / Investors complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The Committee met 1 (one) time during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under section 197 of the Act read with the Rule 5(1)(I]) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as Annexure - II and forms partof this Report.

Further, as per the provisions specified in Chapter XII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuantto Section 134(3]c & 134(5] of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

(b) appropriate accounting policies been selected 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 financialyear and of the profit and loss of the companyfor that period;

(c) proper and sufficient care has been taken 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) annual accounts have been prepared on a going concern basis; and

(e) internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

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

STATUTORY AUDITORS AND AUDIT REPORT

Based on the recommendation of the Audit Committee and the Board of Directors, the members at the 29" Annual General Meeting of the Company held on Wednesday, 29" September, 2021, had approved the appointment of M/s Suryaprakash Maurya & Co, Chartered Accountants (FRN:147410W) as Statutory Auditors of the Companyfor a period of five yearto hold office from the conclusion of 29" AGM till the conclusion of 34" AGMto be held in the year 2026.

The Statutory Audit Report for the financial year 2023- 24 on the financial statements of the Company forms part forms part of the annual report. Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143[12) of the Act, in the year under review.

M/s Suryaprakash Maurya & Co, Chartered Accountants, Statutory Auditors of the Company has resigned from the company as statutory auditor of the Company with effect from 13" August, 2024.

Based on recommendation of Audit Committee, the Board of Directorsof the Companyat their meeting held on 30? August, 2024 appointed M/s C Sharat & Associates, Chartered Accountant as a statutory auditor of the Company to hold office up to the conclusion of 32" Annual General meeting of the Company and has recommended members to rectify the appointment of M/s C Sharat & Associates, Chartered Accountant as statutory auditors of the

Company to hold office for a period of 3 years from the conclusion of 32” Annual General Meeting upto conclusion of 35" Annual General Meeting of the Company.

Hence, the Notice convening the ensuing 32? AGM contains a resolution of appointment of Statutory Auditors

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Deep Shukla & Associates, Company Secretary in Practice as the Secretarial Auditor of Company to carry out the Secretarial Audit of the Company for a period of 5 years i.e. for the Financial Year 2020-21 to Financial Year 2025-26. The Report of the Secretarial Auditor for financial year 2023-24 is attached herewith as Annexure - IV.

There are no qualifications, observations or adverse remarks,or disclaimer in the said report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed to give Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed as Annexure V to this report.

INTERNALAUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

Further, Agnel Fernandes was appointed as an Internal Auditors of the Company pursuantto section 138 of the CompaniesAct, 2013.

COST AUDITORS AND COST AUDIT

The Board of Directors of the Company (‘the Board) at the meeting held on 11" August, 2023, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s Arvind Kumar & Co. Cost Accountants (Firm Registration No. 000644), as a Cost Auditor, to conduct audit of Cost Records maintained by the Companyfor the financial year 2023-

24.

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES

The particulars of loans, guarantee, and investments covered under the provisions of Section 186 of the Act have been disclosed in note of the financial statements of the Company forming part of the annual report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES.

During the year under review, all Related Party Transactions (RPTs) entered into by the Company were on an arms length basis and in the ordinary course of business. These RPTs did not attract provisions of Section 188 of the Companies Act, 2013 and were also not material RPTs under Regulation 23 of the Listing Regulations. All related party transactions were approved by the Audit Committee and are periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies [Accounts] Rules, 2014 in Form AOC-2 does not applyto the Companyfor the FY 2023-24 and hence the same is not provided. The disclosure of the transactions with related parties during financial year 2023-24 as required under IndAS have been made in the note the accompanying financial statements.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at www. kilitch.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no material change / commitment affecting the financial position of the Company during the period from the end of the financial year under review to the date of the report.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES, 2014]

22.1 Conversation of Energy a) steps taken or impact on conservation of energy;

The use of energy is being optimized through improved operational methods. Continuous efforts are being madeto optimize and conserve energy by improvement in production process. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns in its all locations and implements requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

b) Steps taken for utilizing alternate sources of energy;

The Company has not made any investment for utilizing alternate source of energy.

c) Capital investment on energy conservation equipment;

The Company has taken adequate measures to conserve energy by way of optimizing usage of power.

22.2 Absorption of Technology:

a) The efforts made towards technology absorption:

The Company has been engaging with various Suppliers, Research Institutes, Analytical Service providers and technology providers for technical collaborations for product & process development, new packaging development, research-oriented projects, and analytical service support. Technical discussions were held to identify the appropriate technologies, solutions and development and process Improvement support. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Companyuses the service of in-house designers as well as those of free-lancers in developing product designs as per the emerging market trends. The Company uses innovation in design as well as in technologyto develop new products.

b) Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved: Better efficiencyin operations, Reduced dependence on external sources for technology for developing new products and

• upgrading existing products,
• Expansion of productrange and cost reduction,
• Greater precision,
• Retention of existing customers and expansion of customer base,
• Lower inventory stocks resulting in low carrying costs.

c) The Company has not imported any technology during the year under review;

d) The Company has not expended any expenditure towards Research and Development during the year under review.

22.3 Foreign Exchange Earning And Outgo:

[Rs. in Lakhs]

Particulars	2023-24	2022-23
Foreign Exchange Earned	7,794.35	6,021.27
Foreign Exchange Outgo	1,661.99	1,607.35

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the section 135 of the act, the Corporate Social Responsibility Committee of the Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy [CSR Policy] indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR Policy is displayed on the website of the Company at www.kilitch.com. Report on CSR activities undertaken by the Company is appended to this report as Annexure - VI. Detailed composition of the CSR Committee and its meeting is given in detailed in the Report on Corporate Governance which forms part of the Annual Report.

VIGIL MECHANISM / WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder, the Company has formulated and implemented Vigil Mechanism/ Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud or violation of companys code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. The salient features of the policy have been detailed in the Report on Corporate Governance forming part of this Report. The Vigil Mechanism/ Whistle Blower Policy has been posted and is available on the website of the

Company at www.kilitch.com

RISK MANAGEMENT POLICY

Pursuant to section 134(3){n) of the Act, the Company has a Risk Management (RM) framework to identify, monitor, evaluate business risks and opportunities. The framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risk trend, exposure and potential impact analysis at a Company Level. The Board shall from time-to-time monitor and review the said policy.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL)ACT, 2013

As per the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment.

There were no complaint relating to sexual harassment pending at the beginning of the financial year, received during the year and pending at the end of the financial year 2023-24.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORSOR COURTS

There were no significant and material orders passed by the Regulators / Courts which impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operation systems, accounting policies and procedures of the Company.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on31? March, 2024.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition & Insider Trading] Regulation, 2015 duly amended and approved at its board meeting with a view to regulate trading in securities by Directors and Designated Employees of the Company.

CORPORATE GOVERNANCE REPORT

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but also to respect minority rights. We consider it as our inherent responsibility to disclose timely and accurate information regarding our operations and performance,as well as the leadership and governance of the Company.

Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Professionals regarding compliance of conditions of Corporate Governance, is annexed as AnnexureVIl and forms partof this Report.

SECRETARIALSTANDARDS

The Institute of Company Secretaries of India has mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Pursuantto the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016, as amended (‘IEPF Rules),total amount of dividend remained unpaid / unclaimed for a period of seven consecutive years or more from the date of transferto the Unpaid Dividend Accountof the Company are liable to be transferred to the Investor Education and Protection Fund.

Further, all the shares [excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer] on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more from the date of transfer of dividend to Unpaid Dividend Account shall also be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs within statutory timelines.

The following tables provides the details regarding unclaimed dividend and their corresponding shares would become due to transferred to the IEPF on the dates mentioned below;

Financial Year Ended	Date of Declaration of Dividend	Last date for claiming] unpaid dividend	Due date for transfer to IEPF
2017-18	27/09/2018	02/11/2025	02/12/2025
2018-19	30/09/2019	05/11/2026	05/11/2026

EMPLOYEE STOCK OPTION SCHEME

1. Employee Stock Option Scheme, 2007

During the year under review, there has been no material change in ESOP Scheme. The ESOP Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefit] Regulations, 2014. The disclosures relating to ESOPs required to be made under the provisions of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is as follows:

Sr. No. . Particulars	Options
a. Options Outstanding at the beginning of the year	17,526
b. options granted	-
c. options vested	17,526
d. options exercised / settled	-
e *- the total number of shares arising as a result of exercise of option	:
f. options lapsed	-
g. the exercise price	-
h. variation of terms of options	-
i. money realized by exercise of options	-
j. total number of options in force employee wise details of options granted to:-	17,526
(I) key managerial personnel
1. Sunil Jain-Chief Financial Officer	-
2. Pushpa Nyoupane- Company Secretary & Compliance Officer
(ii) any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during the year	-
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital [excluding outstanding warrants and conversions) of the company at the time of the grant	-

 

2. Pushpa Nyoupane- Company Secretary & Compliance Officer	-
(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year	-
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions] of the company at the time of the grant

2. Employee Stock Option Scheme, 2020

During the year under review, there has been no material change in ESOP Scheme. The ESOP Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefit] Regulations, 2014. The disclosures relating to ESOPs required to be made under the provisions of Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is as follows:

Sr. No. Particulars	Options
a. options outstanding at the beginning of the year	1,05,264
b options granted
c options vested	1,05,264
d options exercised / settled	-
e the total number of shares arising as a result of exercise of option	1
f options lapsed	-
g the exercise price	-
h variation of terms of options	-
i money realized by exercise of options
j total number of options in force	1,05,264
k employee wise details of options granted to:-
(i) key managerial personnel
1. Sunil Jain-Chief Financial Officer	-

INSURANCE

The properties/assets of the Company are adequately insured.

REPORTING OF FRAUD

There have been no instances of fraud reported by the auditors under section 143(12] of the Act and Rules framed thereunder either to the Company or to the Central Government.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation toallthe investors, customers, vendors, employees, and consultants/advisors of the Company for their collective contribution to the Companys performance as well as sincere and dedicated services toward achievement of the Vision of the Company. The Directors take pleasure to thank the Central Government, State Governments, Government of other Countries and concerned Government departments for their continuous co-operation.

The Directors also take this opportunity to thank the employees for their dedicated efforts through out the year.

For & on behalf of	the Board of Directors of
Kilitch Drugs (India) Limited
Mukund Mehta	Bhavin Mehta
Managing Director	Whole-Time Director
[DIN: 00147876]	[DIN: 00147895]
Place: Mumbai	Place: Mumbai
Date: 30" August, 2024	Date: 30" August, 2024