Kilitch Drugs (India) Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

The Board of Directors present the 33^rd Annual Report of KiLitch Drugs (India) Limited ("the Company or Kilitch") along with the audited standalone and consolidated financial statements for the financial year ended 31^st March, 2025.

OVERVIEW OF FINANCIAL PERFORMANCE (STANDALONE AND CONSOLIDATED):

Key highlights of standalone and consolidated financial performance for the year ended 31^st March, 2025 are summarized as under:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	18,158.73	13,159.90	19,831.85	15,437.25
Other Income	1,371.53	618.85	1,116.06	447.89
Total Income	19,530.26	13,778.75	20,947.91	15,885.14
Total Expenses	15,461.27	11,443.44	17,500.49	13,949.69
Profit/(Loss) before exceptional and tax	4,068.99	2,335.31	3,447.42	1,935.45
Exceptional Items	-	-		-
Profit / (Loss) before tax from continuing operation	4,068.99	2,335.31	3,447.42	1,935.45
Tax Expenses:-
	985.00	636.50	985.00	636.50
- Current Tax	(31.70)	(58.57)	(31.59)	(58.57)
- Deferred Tax
Net Profit/(Loss) from continuing operations	3,115.69	1,757.38	2,494.01	1,357.52
Other Comprehensive Income (after tax)	(113.68)	556.13	(113.68)	556.13
Total Comprehensive Income	3,002.01	2,313.51	2,380.33	1,913.65
Paid up Equity Share Capital (Face Value Rs. 10/- per Share)	1,608.23	1,608.23	1,608.32	1,608.23
Earnings per share (Amount in Rs.)
-Basic	19.37	11.03	16.60	9.17
-Diluted	19.37	11.03	16.60	9.17

STATE OF COMPANYS AFFAIRS

The financial statements for the year ended 31^st March, 2025 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, profits and cash flow for the year ended 31^st March, 2025.

During the year under review, there has been no change in the nature of business. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operation in the future.

While preparing the financial statements, there has been no treatment different from the Accounting Standards.

Standalone Financial Results:

During the year under review, the Company achieved income from operations of Rs. 18,158.73 lakh as compared to Rs. 13,159.90 lakh in the previous year. The total comprehensive income was Rs. 3,002.01 lakh for the year ending 31^st March, 2025 as compared to Rs. 2,313.51 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. 19,831.85 lakh as compared to Rs. 15,437.25 lakh in the previous year. The total comprehensive income was Rs. 2,380.33 lakh for the year ending 31^st March, 2025 as compared to Rs. 1,913.65 lakh in the previous year.

DIVIDEND AND RESERVES

The Board has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and does not propose to transfer amounts to the general reserve. In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

SHARE CAPITAL AND CHANGES THEREON

During the year under review, there were no changes in the paid-up share capital of the Company. As on 31^st March, 2025, 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 2024-25 to each of the Stock Exchanges, where its equity shares are listed.

The Board of Directors, at their meeting held on 2^nd July, 2025, has proposed a Right Issue of 13,98,463 equity shares of face value of Rs.10/- each at an issue price of Rs. 357/- per shares aggregating 4,992.51 lakhs on right basis to the eligible shareholders of the Company in the ratio of 2 equity shares for every 23 fully paid up equity shares held by the eligible shareholders as on the record date i.e. 15^th July, 2025.

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 V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is appended as "Annexure - I"

SUBSIDIARIES

As on 31^st March, 2025, the Company has two subsidiaries namely Monarchy Healthserve Private Limited and Kilitch Estro Biotech. Monarchy Healthserve Private Limited is a wholly owned subsidiary and had no business operation during the year under review. Kilitch Estro Biotech PLC is engaged in the business of manufacturing, marketing and distribution of pharmaceutical products. There has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of section 2(6) of the Act.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form No. AOC-1 is appended as "Annexure - II" to this Report. The statement also provides the details of performance and financial position of each subsidiary.

The company does not have any material unlisted India subsidiary. 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 Companys website at www.kilitch.com.

EXTRACTOFANNUALRETURN

Pursuant to Notification dated 28^th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28^th 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, pursuant to the section 92(3) of the Act, the draft Annual Return of the Company will be made available at the website of the Company at www.kilitch.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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. 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.

• Appointments or Re-appointment and Cessation of Directors and Key Managerial Personnel

1. In pursuance of section 152 of the Act, at least two- third of the Directors (excluding independent directors) shall be subject to retirement by rotation. On-third of such Directors must retire from office at each AGM and a retiring director is eligible for re-election.

Mr. Bhavin Mehta, Wholetime Director of the Company (DIN:00147895) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends the said reappointment for shareholders approval.

2. The Members of the Company, at their meeting held on 29^th September, 2021 re-appointed Mr. Mukund Mehta, as Managing Director of the Company for a term of five years with effect from 1^st April, 2025 valid upto 31^st March, 2026 and shareholders at their meeting held on 11^th April, 2023 approved the continuation of holding office of Managing Director by Mr. Mukund Mehta upon attaining age of 70 years. Board of Directors at their meeting held on 12^th August, 2025, as per the recommendation made by Nomination and Remuneration Committee of the Company, reappointed Mr. Mukund Mehta, Managing Director of the Company for further period of five years with effect from 1^st April, 2026 to 31^st March, 2031, subject to approval of members at ensuing Annual General Meeting of the Company. The Board recommends the said reappointment for shareholders approval.

3. At the Extra Ordinary General Meeting of the Company held on 11^th April, 2023, members of the Company re-appointed Mr. Vasudev Krishnamurti as a non-executive independent director of the Company for second term of 5 years with effect from 16^th March, 2023. Based on the recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors of the Company proposes continuation of holding of office of non-executive independent director by Mr. Vasudev Krishnamurti upon attaining the age of 75 years on 18^th March, 2026. The Board recommends the said continuation of holding of office of nonexecutive independent director for shareholders approval.

4. As per the recommendation of Nomination and Remuneration Committee and Board, the members, at their meeting held on 27^th September, 2024, redesignated Mrs. Mira Mehta (DIN:01 902831) as managing director of the Company with effect from 26^th August, 2024.

5. Mr. Dipen Jayantilal Jain, Non-executive Independent Director of the Company (DIN: 01148262) was appointed as Non-executive Independent Director of the Company by member at their meeting held on 27^th September, 2024 for a term of five years with effect from 27^th August, 2024.

6. Mr. Hemang J. Engineer, Independent Director of the company ceases to be a Non-executive Independent Director of the company with effect from end of working hour of 31^st March, 2025 pursuant to expiry of second term of his appointment as a non-executive and independent directors of the Company.

7. All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

• Key Managerial Personnel

As on 31^st March, 2025, 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) Mrs. Mira Mehta, Managing Director

c) Mr. Bhavin Mehta, Whole time Director

d) Mr. Sunil Jain, Chief Financial Officer

e) Ms. Pushpa Nyoupane, Company Secretary

• Declaration by Independent Director

Pursuant to Section 149(7) of the Act 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.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the company other than payment of sitting fees for the purpose of attending meetings of the Board /Committee of the Company.

NUMBER OF MEETING OF BOARD OF DIRECTOR

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the SEBI Listing Reglations is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (AGM) of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting. 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 26^th August, 2024.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

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 whole and 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, obligations and governance etc.

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

• Observation of board evaluation carried out for the year-there were no observations in the Board Evaluation carried for the year.

• Previous years observations and actions taken - there were no observations of the Board for the last financial year

• Proposed actions based on current year observation - Not applicable

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 NonExecutive Director and Executive Director.

COMPOSITION OF AUDIT COMMITTEE

In pursuance of the Section 177 of the Companies Act, 2013 read with the rules made thereunder and regulation 18 of the SEBI Listing Regulations, 2015, the Company has duly re-constituted the Audit Committee consisting of 3 Non-executive Independent Directors, including the Chairman of the Committee. The terms of reference of the Audit Committee are as prescribed in Section 177 of the Companies Act, 2013 and part C of Schedule II of the SEBI Listing Regulation 2015. The detailed terms of reference, constitution and other relevant details of the Audit Committee are given in the Corporate Governance Report which is part of this report.

Further, in terms of section 177(8) of the Companies Act, 2013, there were no instances where the Board of Directors has not accepted the recommendations of the Audit Committee during the year 2024-25.

COMPOSITION OF NOMINATION AND 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;

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and employees.

• Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and

• 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.

It is affirmed that the remuneration paid to Directors and Senior and all other employees is as per the Remuneration Policy of the Company.

The Particulars of employees information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Management Personnel) Rules 2014 in respect of Directors / Employee of your company is set out in "Annexure - III"

Further, as per the provisions specified in Chapter XIII 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.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulation 2015, the Board has duly constituted a Stakeholders Relationship Committee. The detailed terms of reference, constitution and other relevant details of the Stakeholders Relationship Committee have been given in the Report on Corporate Governance forming part of this report.

STATUTORY AUDIT

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^th August, 2024.

Based on the recommendation of the Audit Committee and the Board of Directors, the members at the 32^nd Annual General Meeting of the Company held on, 27^th September, 2024, had approved the appointment of M/s C Sharat & Associates, Chartered Accountants (FRN:128593W) as Statutory Auditors of the Company for a period of three year to hold office from the conclusion of 32^nd AGM till the conclusion of 35^th AGM to be held in the year 2027.

The Statutory Audit Report for the financial year 202425 on the financial statements of the Company 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.

SECRETARIAL AUDIT

The Board of Directors of the Company, at their meeting held on 13^th August, 2025 have appointed M/s Deep Shukla & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for conducting the Secretarial Audit as required under the provisions of Companies Act, 2013.

The Report of the Secretarial Auditor for financial year 2024-25 is attached herewith as "Annexure - IV". There are no qualifications, observations or adverse remarks, or disclaimer in the said report. The company had complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on 5^th August,2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Deep Shukla & Associates, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

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

COST AUDIT

During the period under review, for the purpose of section 148 of the Act read with rules made thereunder maintaining of the cost accounting records were exempted considering the volume of the export made by the company. However, the Board of Directors of the Company (‘the Board) at the meeting held on 26^th August, 2024, on the recommendation of the Audit Committee, approved the re-appointment and remuneration of M/s Arvind Kumar & Co. Cost Accountants (Firm Registration No. 000646), as a Cost Auditor, to conduct audit of Cost Records maintained by the Company for the financial year 2024-25.

INTERNAL CONTROLS AND AUDIT

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, as per the recommendation of Audit Committee, Ms. Hemlata Shedge was appointed as an Internal Auditors of the Company pursuant to section 138 of the Companies Act, 2013 by the Board of Directors at their meeting held on 26^th August, 2024.

DEPOSIT

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 on 31^st March, 2025.

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 apply to the Company for the FY 2024-25 and hence the same is not provided. The disclosure of the transactions with related parties during financial year 2024-25 as required under IndAS have been made in the note 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

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

Conversation of Energy

a) Steps taken or impact on conservation of energy;

Your Company is primarily engaged in the manufacturing, marketing and distribution of pharmaceutical products. The use of energy is being optimized through improved operational methods. Continuous efforts are being made to 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.

Absorption of Technology:

Your company continues to use the latest technologies to improve the quality of the products manufactured, process development, new packaging development. Continuous efforts are made to identify the appropriate technologies, solutions and process improvement support. This drives development of distinctive new products, ever improving quality standards and more efficient processes, Better efficiency in operations, reduced dependence on external sources for technology for developing new products and upgrading existing products, expansion of product range and cost reduction, retention of existing customers and expansion of customer base, lower inventory stocks resulting in low carrying costs. The Company has set up a R & D unit for designing, development and testing of existing as well as new formulations.

Foreign Exchange Earning and Outgo:

Particulars	2024-25	2023-24
Foreign Exchange Earned	10,322.61	7,794.35
Foreign Exchange Outgo	3,028.23	1,661.99

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the section 135 of the Act and Rules made thereunder, your company has constituted a Corporate Social Responsibility Committee and has also formulated a Corporate Social Responsibility Policy (CSR Policy) in accordance with the Act. 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 constitution 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

During the year under review, the company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of the Code of Conduct for Board of Directors and Senior Management Personnel.

RISK MANAGEMENT

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.

PREVENSION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated and implemented a policy on prevention, prohibition and redressal of sexual harassment of women at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") read with the rules made thereunder. 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.

During the Financial Year 2024-25, the Internal Complaint committee has not receive any complaints under POSH Act. 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 2024-25.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS OR 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 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.

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 Schedule V of the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Professionals regarding compliance of conditions of Corporate Governance is appended to this report as "Annexure - VII".

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no insolvency resolution process initiated against the Company during the year under review.

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.

INSURANCE

The properties/assets of the Company are adequately insured.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

• 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 financial year and of the profit and loss of the company for that period;

• 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;

• annual accounts have been prepared on a going concern basis; and

• internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

• 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to 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 transfer to the Unpaid Dividend Account of 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

I.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		17,526
k.	Employee wise details of options granted to:-
	(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.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	-
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
, employee wise details of options k granted to:-
(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 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	-

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the 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 cooperation.

The Directors appreciate and value the contribution made by every member, employee, and their families Kilitch Drugs (India) Group.

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: 13th August, 2025	Date: 13th August, 2025