Kimia Biosciences Ltd Directors Report

Dear Shareholders,

Kimia Biosciences Limited

The Directors have the pleasure of presenting the Thirtieth One (31th) Annual Report together with the Audited Financial Statement and Auditors Report of your Company for the year ended 31st March 2024.

FINANCIAL OUTLOOK

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Net Sales/ Income from operation	10487.65	12851.60
Total Income	10651.83	12972.91
Expenses	11370.20	14106.92
Lossbefore Tax	(718.37)	(1238.81)
Less: Tax Expenses	(187.50)	(303.59)
Loss After Tax	(530.87)	(935.22)
Other comprehensive income for the year	17.69	(7.33)
Total Comprehensive income for the year	(513.18)	(942.55)
Earnings per Share (Basic)	(1.12)	(1.98)
Earnings per Share (Diluted)	(1.12)	(1.98)

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

SHARE CAPITAL

The Share Capital structure of the company is as follows:

i. Authorized share capital

Particulars	Amount (Rs.)
Equity Shares 7,73,31,680 of face value of Re. 1/- each	7,73,31,680
Compulsory Convertible Preference Share 65,18,320 of Re. 1/-each	65,18,320
0.1% Redeemable Non-Convertible Cumulative Preference Share 80,00,000 of Rs. 10/- each	80,000,000
Total Authorized Share Capital	163,850,000

 

Particulars	Amount (Rs.)
4,73,12,741 Equity Shares of Re. 1/- each	4,73,12,741
80,00,000 , 0.1% Redeemable Non-Convertible Cumulative Preference Share of Rs. 10/- each	80,000,000
Total Paid-up Share Capital	12,73,12,741

Issued, Subscribed and Paid-up Share capital

1. As at the end of the financial year, the issued, subscribed paid-up share capital remains as above.

2. Each preference share holder is eligible for equal amount of dividend, in case dividend is declared by the company on other class of shares. Preference shares shall rank senior to all present and future preference shares and/or equity shares issued by the Company. 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceed- ing ten years from the date of allotment on 17.05.2016 and 40,00,000 Preference shares shall be redeemed at the option of the Company, at any time within a period not exceeding ten years from the date of allotment on 07.10.2019 under the provisions of the Companies Act, 2013 and Rules made thereunder.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review company has no subsidiary, holding or Associate company.

DIVIDEND

The Company has incurred losses during the financial year of Rs. 530.87/ (in lakhs).

Hence, the Directors of the Company didnt recommend any dividend during the financial year under review.

Further, there were no amounts of unclaimed dividends to be transferred to the Investor Education & Protection Fund (IEPF) as per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

TRANSFER TO RESERVES

The Company has incurred losses during the financial year of Rs. 530.87/ (in lakhs). Hence, no amount has been transferred or proposed to be transferred to any other reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

In compliance with provisions of Section 134 (3) (g) of the Act, particulars of loans, guarantees, investments, and securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

BUSINESS OUTLOOK

STATE OF COMPANYS AFFAIRS

The company has achieved a turnover of Rs. 10651.83 Lakhs during the financial year.

The Company has been consistently practicing prudent finance and working capital management. The strong focus on working capital and liquidity management has helped the timely generation of sufficient internal cash flow to invest in the long-term strategic objectives of the Company.

The Company has revamped its Plant in accordance with Good Manufacturing Practice (GMP) Standards for pharmaceutical produc- tions in the past & got certification from the State FDA, Haryana, and continuously upgraded it to meet the international regulatory requirements.

Relevance of such license to the listed entity- The Company shall initiate the process of manufacturing final product bulk drugs Active Pharmaceutical Ingredients (APIs) and can market its products overseas markets covering WHO certifications.

The Company has Research & Development (R&D) at its plant located at Village Bhondsi, Tehsil Sohna, Distt, Gurgaon, Haryana-122102 and also have started R&D Facility in Hyderabad.

The Company has planned capital expenditure to the tune of approx 15-20 Crores during Financial Year 2024-25 for providing and upgrading facilities such as new equipment, Clean rooms (Powder processing units), separate quality, and upgrading of utilities to meet with enhanced manufacturing. The ongoing expenditure is to aim at achieving the vision of the company for enhancement of capacities and expand the export market globally.

The Company has recently inaugurated a new office in Mumbai, Maharashtra.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business activity of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed during the period under review.

GOVERNANCE OUTLOOK

CORPORATE GOVERNANCE

The Companys philosophy on Corporate Governance aims to ensure establishment and practicing a sound system of good corpo- rate governance which will not only meet the Companys objectives but will render assistance to the management in managing the companys business in an ethical, compliant, efficient and transparent manner for achieving the corporate objectives so as to provide services to the utmost satisfaction of the customer and to conduct business in a manner which adds value to the Companys brand and all its stakeholders like shareholders, employees, customers, suppliers, vendors etc. The Corporate Governance report as per Schedule V of SEBI (listing obligations and Disclosure Requirements) 2015 is annexed as Annexure-VII.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of the business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect to providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes, and standards have been put in place covering all activities.

Implementations of recommendations from various audit reports are regularly monitored by the senior management. Internal and stat- utory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depos- itory Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simul- taneous dematerialization of the physical shares lodged for transfer.

The ISIN of the Equity Shares is INE285U01025.

LISTING

The Equity Shares of your Company are listed on BSE Limited having Scrip Code 530313.

The Company has timely paid the Annual Listing Fees to BSE Limited for the financial year ended on 31st March 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Directorship of the Company took place. After the closure of the financial year 2023-24, Ms. Mita Namonath Jha resigned as a Non-Executive Non-Independent Director of the Company on 01.04.2024

The Composition of the Board of Directors is as follows:

S.NO.	NAME OF DIRECTOR	DESIGNATION	DIN
1	Vipul Goel	Director (Non-Executive)	00064274
2	Sameer Goel	Managing Director	00161786
3	Jagdeep Dhawan	Independent Director	00778235
4	Richa Gupta	Independent Director	07481646

There were some changes that took place in the Key Managerial personnel of the Company during the year under review:-

S.NO.	NAME OF KMP	DESIGNATION	APPOINTMENT/RESIGNATION	DATE
1	Lakshay Prakash	Chief Financial Officer	Resignation	07.09.2023
2	Rakesh Chetani	Chief Financial Officer	Appointment	07.09.2023

*Mr. Lakshay Prakash has resigned from the office of Company Secretary & Compliance Officer on 12th August, 2024.

The Board of Directors ("Board") comprises an optimum number of Executive, Non-Executive, and Independent Directors as required under applicable legislation. As of the date of this Report, the Board consists of four (4) Directors comprising of one (1) Executive Managing Director one (1) Non-Executive Director, and two (2) Independent Directors including one (1) Independent Woman Director as required under Section 149 of the Companies Act, 2013 & rules made thereunder and Regulation 17 of the Listing Regulations.

BOARD MEETINGS

During the year, Fifteen (15) Board Meetings were held on 16.05.2022, 30.05.2022, 04.06.2022, 23.06.2022, 15.07.2022, 21.07.2022, 12.08.2022, 17.08.2022, 05.09.2022, 30.09.2022, 14.11.2022, 02.01.2022, 10.02.2023, 14.02.2023, and 28.03.2023.

Name of Director	Designation/ Category	Number of other directorship held	Number of other Board Committees of which member/ chairperson	Number of Board Meetings held during the tenure	Board Meetings attended	Attendance at the last AGM
Mr. Sameer Goel	Chairman & Managing Director & Chief Executive Officer	5	NIL	15	15	Yes
Mr.Jagdeep Dhawan	Independent Director	2	NIL	15	15	Yes
Mrs. Richa Gupta	Independent Director	NIL	NIL	15	8	Yes
Mr. Vipul Goel	Director	5	NIL	15	15	Yes

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015.

COMMITTEES OF BOARD

AUDIT COMMITTEE

The constitution of the Committee is in compliancewith the provisions of Section 177 of the Companies Act, 2013. During the year under review, Four (4) meetings of the Audit Committee were held on 30.05.2022, 12.08.2022, 14.11.2022 and 13.02.2023.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Sameer Goel	Member	Managing Director & CEO

The Chairman of the Committee attended the last AGM of the Company. The Company Secretary acted as the Secretary to the Com- mittee. The Statutory Auditors, Internal Auditors, Secretarial Auditors and other related functional executives of the Company also attended the meeting when required. Further, the Board has accepted all the recommendation of Audit Committee during the period.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. During the year under review, seven meetings of the Committee were held on 01.04.2022, 28.04.2022, 16.05.2022, 30.05.2022, 04.06.2022, 05.09.2022 and 10.02.2023.

The composition of the Committee is given below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Director

The Company Secretary is the Secretary of the Committee.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178(3) of the Act, the Board framed a "Nomination, Remuneration, and Evaluation Policy" on directors appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director. Your Directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate the Directors, KMP, and Senior Management employees.

The policy of the Company on Directors appointment and remuneration is uploaded onto the Companys website and the same is available at www.kimiabiosciences.com at the following path:

https://www.kimiabiosciences.com/wp-content/uploads/2020/10/1567424605 Nomination-and-Remuneration-Policy.pdf.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Securities Transfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

During the year, the Committee met Eight (8) times on 15.06.2022, 23.06.2022, 02.07.2022, 21.07.2022, 28.07.2022, 14.02.2023, 15.02.2023 and 29.03.2023. Company effectuated all requests for transfer of shares, consolidation and issue of duplicate share certificate, within prescribed time limits.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Non Executive Director

The Company Secretary is a Secretary of the Commitee.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

In compliance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of Listing Regulations, Company formulated a vigil Mechanism for Directors and employees to report concerns including any unethical behavior, actual or suspected frauds taking place in the Company for appropriate action thereon.

The Whistleblower policy has been hosted on Companys website viz. https://www.kimiabiosciences.com/wp-content/uploads/2023/03/ Whistleblower-Policy.pdf.

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviewed the same periodically. The Company recognizes that risk is an integral and unavoidable component of business and hence is com- mitted to managing the risk in a proactive and effective manner. The Companys Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

The common risks faced by the Company include Raw Material Procurement Risk, Environment & Safety Risk, Market Risk, Tech- nology risk, Business Operational Risk, Reputation Risk, Regulatory & Compliance Risk, Human Resource Risk Working Capital and Business continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In compliance with Regulation 34(3) read with Schedule V(B) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, forms part of this report as Annexure-I.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obli- gations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms. The said Certificate has been signed by the CEO of the Company along with the CFO. The said certificate forms an integral part of this Annual Report as Annexure III. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the company to enable them to familiarize with Companys procedures and practices.

The Company endeavors to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having significant impact on the operations of company and the Pharmaceutical Industry as a whole.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The copy of the Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded on the website of the Company https://www.kimiabiosciences.com/wp-content/uploads/2023/03/Code-of-Conduct-for-Board-Members-and-Senior- Personnel.pdf.

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management. The Declaration is appended to this Report at the end of the Management Discussion and Analysis Report as

Annexure IV.

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) & (2) of the Companies (Appoint- ment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms part of this report as

Annexure-V.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the year were on arms length basis and in the ordinary course of business. Summarized particulars of contracts or arrangements entered into by the company with related parties are disclosed in Notes to Financial Statements for the year.

All related party transactions were placed before the Audit committee and that been reviewed and approved by the board of Directors. The policy on Related Party Transactions, as approved by the Board of Directors has been uploaded on the website of the Company https://www.kimiabiosciences.com/wp-content/uploads/2023/03/Policy_RTP.pdf.

The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure-IX to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) That in preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended March 31, 2024 and the loss of the Company for the year under review;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts for the year ended March 31, 2024, have been prepared on a ‘going concern basis.

e) That proper internal financial control was in place and that such internal financial controls were adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RE- DRESSAL) ACT, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there- under. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on companys website viz. www.kimiabio- sciences.com. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Compa- nies (Accounts) Rules, 2014 by your Company are explained as under:

(A) CONSERVATION OF ENERGY- (i) the steps taken or impact on conservation of energy (ii) the steps taken by the company for utilizing alternate sources of energy (iii) the capital investment on energy conservation equipment

Kimia Biosciences limited recognises energy as the most precious resource and has been the precursor of the Indian Pharmaceutical Industry in energy conservation efforts. Following are the major energy conservation efforts implemented by the company in FY 2023-24:

1. Replacement of DG sets to increase the efficiency

2. Replaced conventional equipment by latest one for energy saving

3. Power factor improved by installation of New capacitor and maintained the factor around 0.99.

4. All chiller lines insulated for prevention of energy losses.

5. New efficient vacuum pumps replaced with old pumps for power saving

6. Retrofitting of MCC panel for minimization of friction and Energy losses.

7. New Boiler system installed with High efficiency

8. Heat losses arrested by implementation of insulation all around the plant

9. Optimization of Solvent Recovery Plant by modification of Steam supply line 10. Primary, secondary and Tertiary condensers installation on reactors to optimize and maximize the solvent recovery

(B) TECHNOLOGY ABSORPTION-

(i) the efforts made towards technology absorption (ii) the benefits derived like product improvement, cost reduction, product development or import substitution (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

The Company is engaged in the process of updating latest Technology (ies).

Processes developed for APIs: Key raw materials made In-House: Processes developed for APIs:

Brivaracetam Anticonvulsant Dapagliflozin propane diol anti-diabetic Delafloxacin meglumin Antibiotic

Rivaroxaban Anticoagulant Bilastine antihistamine

Apixaban Anti- coagulant Benfotiamine Vitamin- B1 Citocoline Sodium Central stimulant Teneligliptin HBr Anti- diabetic Sitagliptin phosphate Anti- daibetic Monohydrate Obeticholic Acid Gastrointestinal Agent Fimasartan Trihydrate Anti-Hypertensive Potassium Cost Improvements:

Benidipine HCL calcium channel blocker Vildagliptin anti-diabetic Luliconazole Antifungal

Bempedoic Acid Hypercholesterolemia

Bilastine antihistamine Citicoline Sodium Central stimulant Gliclazide Anti- Diabetic

Key raw materials made In-House: INB-Acetoacetate (Azelnidipine) OBI-6-Ene acid (Obeticholic acid) Prucalopride KSM-2 (Prucalopride) Bilastine KSM [Bil oxo] Bilastine

Fima KSM [PYRIMIDINE AMIDE] Fimasartan Glycidyl phthalimide (Rivaroxaban)

TPI-BOC (Tenligliptin) , 3-Hydroxy acetophenone [Lab] (Phenylephrine), Ethyl 2-Aminothiazole-4-carboxylate (Acotiamide) Ethyl 2- Aminothiazole 4- carboxylate (Acotiamide)

(iv) the expenditure incurred on Research and Development

Revenue Expenditure	501.85 (in lakhs)
Capital Expenditure	Nil (in lakhs)

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Earnings & Outgo Current Year Previous Year (2023-24) (2022-23)

Inflow 14,69,877.10USD 30,07,789 USD Infow 9,85559.25 AED

Outflow 12,15,302.21 USD 29,47,868 USD

HUMAN RESOURCES

Your Company firmly believes that human resources are invaluable assets of the Company. Over the time, the Company has changed to adapt and evolve with the changing economic landscape, while keeping its core value firmly entrenched. The Human Resource Department of the organization has strategic and functional responsibilities for all of the Human Resource disciplines in the changing scenario.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. COMPLIANCE

WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on Board and General Meetings. The Company has complied with all the applicable provisions of the Secretarial Standards (SS-1 and SS-2).

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company. The Annual Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-X to this Report. Details pertaining to CSR Policy and composition of CSR Committee can be accessed from the Companys website https://www.kimiabiosciences.com/wp-content/uploads/2022/09/CSR-Policy-Kimia-V2.pdf.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mr. Sameer Goel	Member	Managing Director & CEO
Mr. Vipul Goel	Member	Non Executive Director

MEMBERSHIP IN ASSOCIATIONS

The Company is a member of various forums and associations for actively participating in addressing global environmental concerns in continuation with our journey like previous years.

The list of associations in which Company has membership is mentioned below:

S.no.	Name of Association
1	Pharmaceutical Export Promotion Council of India (PHARMCIL)
2	Haryana Enviromental Management Society (HEMS)
3	Confederation of Indian Industry (CII)
4	Delhi Chamber of Commerce (DCC)
5	Federation of Pharma Entrepreneurs (FOPE)

CODE FOR PREVENTION OF INSIDER TRADING

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further a Code of Fair Disclosure and Prevention of Insid- er Trading Code under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 have been adopted and displayed on the website of the Company www.kimiabioscences.com.

These Codes lay down guidelines vide which it advises the designated employees and connected people on procedures to be fol- lowed and disclosures to be made, while dealing with the shares of the Company and caution them of the consequences of violations.

AUDIT AND AUDITORS OUTLOOK

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 M/s Singhi & Co, Chartered accountant firm (FRN 302049E) were appointed in 29th Annual General Meeting by the company for a period of 5 years subject to approval of shareholders.

M/s Singhi & Co, however due to

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2024, is enclosed with this report, which is self-explanatory and do not call for any further comments. There is no qualified opinion in the Audit Report.

Further, during the year, the Auditors has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

INTERNAL AUDITOR

Apart from the in-house Internal Audit function, to strengthen and maintain transparency, the Company has also re-appointed M/s. JKVS & Co., Chartered Accountants, (FRN No. 318086E), as Internal Auditors of the Company in the Board meeting held on 14.08.2024 in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

Internal auditor is appointed to ensure, monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies. Based on the reports of the Internal Auditors, corrective actions will be undertaken, thereby strengthening the controls. Significant audit observations and action plans were pre- sented to the Audit Committee of the Board on a quarterly basis.

SECRETARIAL AUDITORS REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under and upon receiving recommendation from Nomina- tion & Remuneration committee, M/s. Rahul Chaudhary & Associates, Practicing Company Secretaries, New Delhi has been re- appointed as Secretarial Auditors of the Company for the financial year 2024-25 in the Board meeting held on 14.08.2024.

The report of the Secretarial Auditors for the year ended March 31, 2024 is enclosed as Annexure-II to this report.

As to other, the report is self-explanatory and do not call for any further comments.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, re- appointed M/s. Mahesh Singh & Co, Cost Accountants (FRN: 100441), as the Cost Auditors of the Company for the Financial Year 2024-25 in the Board meeting held on 14.08.2024 under Section 148 of the Companies Act, 2013.

M/s Mahesh Singh & Co, Cost Accountants (FRN:100441), have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any Disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Company has also maintained relevant cost accounts and records as specified under Section 148(1) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s.Mahesh Singh & Co, Cost Accountants, is included in the notice convening the 31th Annual General Meeting.

MATERIAL CHANGES AND COMMITMENT

1. The Company has received a written confirmation for active substances imported into European Union for medical products for human use, in accordance with Article 46b(2)(b) of Directives 2001/83/EC, from Government of India, Ministry of Health & Family welfare, Central Drugs Standards. The Company has received the written confirmation for nine products.

2. The Company has received DMF approval of Fimasartan Potassium Trihydrate, Active Pharmaceutical Ingredients (API) from

Korea.

3. Except as mentioned above, there are no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (‘the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company is available on the website under

‘Investor Relations section of the company website i.e. www.kimiabiosciences.com.

PENALTIES IMPOSED DURING THE YEAR

There was no penalty imposed on the Company during the financial year 2023-24.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and work- ers.

Your Company has been able to operate efficiently during the year financial year because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth. To them goes the credit for all of the Companys achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.