Kopran Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 66th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2025. The Consolidated performance of the Company & its Subsidiaries has been referred to wherever required.

1. Financial Performance

(H in Lacs)

Particulars for the Financial Year	Standalone Basis		Consolidated Basis
For the Period Ended	2024-25	2023-24	2024-25	2023-24
Total Revenue	27,691	35,417	63,358.64	62,920
Less Expenses	24,112	30,965	58,163.78	56,166
Profit before Tax	3,579	4,452	5,194.86	6,754
Tax Expenses	894	988	1,339.67	1,659
Net Profit / (Loss) for the Period	2,686	3,464	3,855.19	5,096
Other Comprehensive Income/(Loss)	-47	8	(79.49)	21
Total Comprehensive Income/(Loss)	2,639	3,471	3,775.70	5,116

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Act") read with the relevant rules and generally accepted accounting principles in India.

2. Operations of the Company

Standalone Performance

Standalone Total Revenue was Rs.27,691 lacs, decreased by 21.81% over the previous years figures of Rs 35,417 lacs. Profit before tax was Rs. 3,579 lacs, decreased by 19.59% over the previous years figures of Rs. 4,452 lacs. Total Comprehensive Income was Rs. 2,639 lacs, decreased by 23.98% over the previous years figures of Rs. 3,471 lacs.

Consolidated Performance

Consolidated Total Revenue was Rs. 63,358.64 lacs increased by 0.70% over the previous years figures of Rs.62,920 lacs. Profit before tax was Rs. 5,194 lacs, decreased by 23.09% over the previous years figures of Rs. 6,754 lacs. Total Comprehensive Income was Rs. 3,775.70 lacs, decreased by 26.20% over the previous years figures of Rs. 5,116 lacs.

Operations of the Company & its Subsidiary

( H in Lacs)

Particulars		FY 2024-25	FY 2023-24	% Change +/(-)
Formulations	Exports	26,869	28,054	(4.23)
	Local	232	5,691	(95.92)
Total		27,101	33,746	(19.69)
Active Pharmaceutical Ingredient (API)*	Exports	15,850	14,490	9.38
	Local	20,638	17,495	17.97
Total		36,488	31,985	14.08

*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was Rs. 27,101 lacs as compared to Rs. 33,746 lacs in the previous year, lower by 19.69%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company (API) turnover was Rs 36,488 lacs as compared to Rs. 31,985 lacs in the previous year, higher by 14.08%.

3. Dividend

The Directors of your Company recommend a Final Dividend of Rs. 3.00 (30%) per Equity share (previous year Rs.3.00 per Equity share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using the following link: http://kopran.com/investors/policy/

4. Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 48.28 crores.

During the year under review, the Company has not issued any:

a) shares with differential rights b) sweat equity shares

Pursuant to the Members approval through Postal Ballot on May 22, 2023, the Company has adopted the ‘Kopran Employee Stock Option Plan 2023 ("ESOP 2023"/ "Plan") including extension to eligible employees of group companies. The Plan covering up to 4,75,000 equity shares (Four Lakh Seventy-Five Thousand) options, aims to drive long-term performance, retain key talent, and enable employee participation in the Companys growth. The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations). It is administered by the Nomination and Remuneration Committee (NRC), which also acts as the Compensation Committee for the purposes of the SBEB&SE Regulations.

ESOPs have been granted to eligible employees, as determined by the NRC, in accordance with the approved vesting schedule. The options are exercisable into fully paid-up equity shares of 10 each of the Company, subject to the terms and conditions of the Plan and applicable laws and regulations in force. The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations and Members resolutions have been hosted on the website of the Company at https://www.kopran.com/investors/corporate-communications/ and the same will be available for electronic inspection by the Members during the Annual General Meeting (AGM) of the Company. During the year under review, The Company has allotted 75000 equity shares under ‘Kopran Employee Stock Option Plan 2023 ("ESOP 2023"/ "Plan").

5. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure Aof this Report.

6. Subsidiaries, Associates and Joint Ventures

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements. There has been no material change in the business of the subsidiaries.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the Salient features of their financial summary is provided in Annexure B of this Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company along with the relevant documents in respect of the subsidiaries are available on the website of the Company at https://www.kopran.com/ investors/financials/.

7. Scheme Of Amalgamation (Merger by Absorption)

The Board on its meeting held on March 20, 2025 has considered Scheme Of Amalgamation [Merger by Absorption] Pursuant To Sections 230 To 232 Of The Companies Act, 2013 And Rules Framed Thereunder) Of Kopran Laboratories Limited (Transferor Company) With Kopran Limited (Transferee Company) and their respective Shareholders and Creditors. Kopran Laboratories Limited is engaged in the business of Marketing diagnostic equipments, consumables and automations solutions to path labs and hospitals. As per the Scheme of Amalgamation, the Company will issue 100 (One Hundred) fully paid Equity Shares of INR

10 each of Kopran Limited (Transferee Company) against 45 (Forty-Five) Equity Share of INR 10 of Kopran Laboratories Limited (Transferor Company) to each of the equity shareholder holding fully paid-up Equity Shares in the Transferor Company after receipt of requisite regulatory, creditors and shareholders approval.

8. Directors, Key Managerial Personnel & Senior Management

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Adarsh Somani (DIN: 00192609), Non-executive Director and Non-Independent Director of the Company, is due to retire by rotation at the ensuing 66th Annual General Meeting and being eligible, has offered himself for re-appointment. A Resolution seeking shareholders approval for his re-appointment along with other required details form a part of the notice.

During the year under review, the Board of Directors on recommendation of Nomination and Remuneration Committee (NRC) has appointed Mr. Chandresh Gunvant Gandhi (DIN: 00707947), as an Additional Director (Non-Executive, Independent) of the Company with effect from July 29, 2025 for a period of five consecutive years. The Board considers his association would be of immense benefits to the Company and recommends to the members for his appointment.

On the recommendation of the Nomination. Remuneration Committee and the Board of Directors of the Company have appointed Mr. Surendra Somani (DIN: 00600860) as Chairman and Managing Director of the Company for a period of three years commencing from January 01, 2026 to December 31, 2028. The details of his terms of appointment are annexed to the Notice of the AGM.

A Resolution seeking shareholders approval for his appointment/re-appointment along with other required details form a part of the notice.

Composition and other details of Board of Directors on March 31, 2025 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Mr. Surendra Somani	– Executive Vice Chairman
Mr. Basant K Soni	– Chief Financial Officer
Mr. Sunil Sodhani	– Company Secretary and Compliance Officer
Mr. Kamesh V Bhamidipati	– Senior Management

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

9. Corporate Social Responsibility (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended March 31, 2025 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C. As per the CSR Rules, the Company is mandated to spend Rs. 61,99,032 i.e., 2% of the average net profits of the Company made during the immediately three preceding financial years as per Section 135(5). The amount available for setoff of excess CSR spending from preceding financial year is Rs. 9,90,446. The total CSR spending of the Company during the

FY 2024-25 is 66,00,000 towards the CSR obligation of the current financial year and excess amount of Rs.13,91,414 spent in current financial year is available for set-off in the succeeding financial years. The CSR policy is available on the Companys website onhttps://www.kopran.com/wp-content/uploads/2024/08/Corporate-Social-Responsibility-Policy-revised-07022024.pdf

10. Meetings of the Board

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

11. Board and Committee Evaluation

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

Board Evaluation Matrix for the Financial Year 2024-25

Evaluation to be done by	Category of Evaluation
Independent Directors	a) Board as a Whole
	b) Non-Independent Director
	c) Chairperson (Directors taking in consideration the view of Executive
	Vice Chairman)
	d) Assess the Quality, Quantity and Timeliness of Flow of Information
	between the Company Management and the Board
Board of Directors	a) Committees of the Board
	b) Independent Director (excluding the Director who is being evaluated)
Nomination & Remuneration Committee	All Directors (excluding the Director who is being evaluated)

The Board has carried out the Annual Performance Evaluation of the Independent Directors on February 11, 2025. The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings. In a separate meeting of independent directors held on February 11, 2025, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Directors is carried out through a structured questionnaire which was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

12. Risk Management and Internal Financial Control Systems and their adequacy

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Companys Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the increasing size and complexity of the business operations, the Company is exposed to various risks emanating from frauds.

13. Related Party Transactions

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 following link https://www.kopran.com/wp-content/uploads/2025/04/Policy-on-Related-Party-Transaction_Revised-w.e.f.11022025.pdf

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

14. Report on Corporate Governance

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from M/s Smita Prabhu & Associates, Practicing Company Secretaries, COP: 10859, (Unique Identification No. S2013UP222100), provided in Annexure D, confirming compliance with the conditions of

Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

15. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. Auditors a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 63rd AGM to the conclusion of 68th AGM. The payments made to Auditors are given in the Report on Corporate Governance provided in Annexure D.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes to the financial statements are self-explanatory and do not call for any further comments. b) Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, M/s Smita Prabhu & Associates, Practicing Company Secretary, COP: 10859, (Unique Identification No. S2013UP222100), was appointed as Secretarial Auditors of the Company for the financial year 2024-25. Mrs. Smita Prabhu, Practicing Company Secretary has issued the Secretarial Audit Report for financial year 2024-25 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended March 31, 2025 do not contain any qualification, reservation or adverse remark.

At the Board meeting held on July 29, 2025, based on the recommendation of the Audit Committee, subject to the approval of the Members at the ensuing AGM of the Company, Board has appointed Mrs Smita Prabhu & Associates Practicing Company Secretary having Membership No. F8337; COP No. 10859, Peer Review Certificate no. 1536/2021 as Secretarial Auditor to hold office for a term of 5 (Five) consecutive years commencing from financial year 2025-26 to financial year 2029-30. She will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. She have confirmed that her appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members approval for their appointment forms part of the Notice.

17. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2025 and of the profit of the Company for that period;

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

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Extracts of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://www.kopran.com/investors/corporate-communications/

19. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

20. Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any

Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors, forms part of this Annual Report and is annexed herewith as Annexure H. The same is also disclosed on the Companys website at https://www.kopran.com/investors/financials/pdf/Kopran_BRSR%20Report_23_24.pdf

22. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

23. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or ‘Whistle Blower Policy for directors, employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. The same is also disclosed on companys website: https://www.kopran.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period under review, no Complaints were received.

25. Declaration of Maternity Benefit Compliance under Maternity Benefit Act, 1961

We declare that the Company is in the compliance with all the sections of the Maternity Benefits Act, 1961. Under Maternity Act,1961 we provide maternity leave (26 weeks for the first two children, 12 weeks for subsequent children or adoption), medical benefits, and other entitlements as outlined in the Act. Company have informed all employees about the benefits available under the Maternity Benefit Act.

26. Other Disclosures/Reporting

The Directors further state that during the year under review: a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-?-vis the Company. b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

27. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors
Susheel G. Somani	Surendra Somani
Chairman	Executive Vice Chairman
(DIN: 00601727)	(DIN: 00600860)
Date: July 29, 2025
Place: Mumbai