MPS Pharmaa Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors are delighted to present the 31stAnnual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2025.

1. Financial Results:

The Financial Performance of your Company for the year ended March 31, 2025 is summarized below:

		(Amount in Hundreds)
Particulars	For the year ended
	31.03.2025	31.03.2024
Revenue from operations	4,772.04	9,366.69
Profit/(Loss) before Depreciation & Income Tax	(71,709.14)	(70,658.50)
Less: Depreciation	14,676.20	14,672.84
Profit/(Loss) after depreciation	(86,385.34)	(85,331.34)
Less: Provision for Income Tax/Deferred Tax	3,404.62	(2,227.17)
Profit/(Loss) After Taxation	(89,789.95)	(83,104.17)
Other Comprehensive Income (net of taxes)	983.96	859.69
Total Comprehensive Income for the period carried over to Reserve & Surplus a/c	(88,805.99)	82,244.48

2. Dividend:

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves:

No amount is proposed to be transferred to Reserves for the year under review.

4. Brief description of the Companys working during the year:

Due to absence of orders there were nil production activities in the companys plant during the year under review. Hence, the companys turnover has drastically turned down and the company has suffered a loss of Rs. 86.39 Lacs.

The company has applied for renewal of its Drug Manufacturing Licences before the term of its expiry with the Food & Drugs Administration (FDA), Panchkula, for manufacturing pharmaceutical and allied products and the same is under consideration at the end of the FDA. The management of the company firmly believes that the company would be able to restart its business operations as the company is getting quotes from the prospective buyers & the management is of the opinion that the new deals would be finalized soon. Further, the management of the company is also exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again.

The Board of Directors in its meeting held on 02-09-2025 has considered and approved the proposal to diversify into the business of manufacturing of Ayurvedic, Unani, and Homeopathic medicines, drugs, and Nutraceuticals aligning with market trends and consumer demand for natural healthcare solutions and appointed renowned Ayurvedacharya Mr. Kamal Joshi as Senior Consultant (Ayurveda and Alternate Therapy). Mr. Joshi has more than Two decades of rich experience in the field of production, sales, and marketing of Ayurvedic pharmaceuticals and traditional systems of medicines in Nepal and India.

It is envisaged that Mr. Joshis vast experience and expertise will significantly contribute to the Companys diversification and growth in the manufacturing and trading of Ayurvedic drugs and pharmaceuticals, herbal, Unani, nutraceuticals as well as Allopathic drugs.

5. Change in the nature of business, if any:

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future:

During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and companys operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary or Joint-venture or Associate Company. During the year under review, no company has become subsidiary/Joint-venture/Associate of your company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company or Associate Company.

11. Public Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

a) accepted during the year	Rs Nil
b) remained unpaid or unclaimed as at the end of the year	Rs Nil
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	N.A. since the company has not accepted any deposits.
i. at the beginning of the year	Rs Nil
ii. maximum during the year	Rs Nil
iii. at the end of the year	Rs Nil

12. Auditors:

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) had been appointed as the Statutory Auditors of the company in the 28thAnnual General Meeting held on 29th September, 2022 to hold office for a period of Four (4) consecutive years from the conclusion of 28th Annual General Meeting until the conclusion of 32nd Annual General Meeting of the Company

A brief profile of Nemani Garg Agarwal & Co. is as under:

Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs of its clients.

Statutory Auditors Report:

The company always strives to present a unqualified Financial Statement. However, there are some observations on Auditors Report for the F.Y. 2024-25, which are as under:-

Auditors Observation:-

a) The company had recorded the cost of the investment of Rs. 53.80 Lac at the cost of Acquisition value of the equity shares issued and had not determined the fair value as required by Ind AS. The shares were not made available for physical verification. Hence, we are unable to comment upon the physical existence and express an opinion on the value of investment recorded.

b) The Capital work in Progress of Rs. 2.91 Crore has been stalled. The physical conditions of these assets under construction require technical evaluation to determine impairments or write offs, if any. However in view of the management the suspension is temporary in nature and assets under construction are not obsolete, and the company will be able to resume construction activities in near future and accordingly no provision is required.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications made by the Auditors in their report your Directors states as under:-

a) The company has misplaced/lost the share certificates of the investments made by it in unquoted equity shares of other companies during the shifting of its records. Hence the company is unable to locate its investments made in the unquoted equity shares as the same are not physically held by the company at present. Despite sending multiple requests to the companies in which it has made investments for issue of duplicate share certificates, the same have not yet been entertained and till date the company has not received any reply from these companies. In addition to this, the company is working towards determining the fair market value of its investments to ensure the compliance with IND AS in true letter and spirits.

b) The company allocated funds for building an additional factory block & for Godown to expand its operations, but due to technical and other reasons, construction had to be temporarily suspended. Management believes the suspension is temporary, and the under-construction assets are not obsolete. The company anticipates resuming construction activities soon and does not foresee the need for any provisions. Additionally, the company is receiving advances back from some vendors due to non-execution of deals.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2024-25.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars/guidelines and provided their report. The Secretarial Auditors vide their report dated 28th May, 2025, have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars/Guidelines issued thereunder. However, some records are needed to be maintained in more complied and updated manner.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in its Secretarial Audit Report and Annual Secretarial Compliance Report dated 30th August, 2025 & 28th May, 2025, respectively for the Financial Year 2024-25 except the following:

It has been observed that the company has not paid the listing fees to the Bombay Stock Exchange since 2021-22. Consequently, the trading of the companys shares has been suspended by the Bombay Stock Exchange. However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange. BSE has restricted the trading of the company on account of Graded Surveillance Measure (GSM) under Stage 3.

Report of the Secretarial Auditor is annexed with the Annual Report, however, as regards qualifications made by the Secretarial Auditors in their report your Directors states as under:-

a) Due to paucity of funds, the Annual Listing Fees to BSE could not be paid. The management of the Company is trying its level best to arrange funds & is expected to pay the fees in very near future.

b) In the absence of sufficient orders during the year under review, there is a decline in the operating activities of the company. The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again and the financial position & net worth of the company could be improved.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F.Y. 2024-25 are provided as Annexure-i(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provisions of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2024-25.

13. Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria as prescribed by Central Government, cost audit is not required in our company for the financial year 2024-25 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

14. Share Capital:

A Issue of equity shares with differential rights:	During the year, company has not issued any equity shares with differential rights.
B Issue of sweat equity shares	During the year, company has not issued any Sweat equity shares.
C Issue of employee stock options	During the year, company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees	Rs Nil
E Bonus Shares	No bonus shares were issued during the year under review.

15. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2025, pursuant to the sub section (3) of Section 92 of the Companies Act 2013 is placed at the Companys website under the web link: : https://mpspharmaa.com/reports/mgt9-24-25.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2025 in Form MGT-7, is available on the website of the Company at the link:: https://mpspharmaa.com/reports/a return24-25.pdf

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvement. In terms of requirement of Section134 (3) (a) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 the required information relating to conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-2.

17. Corporate Social Responsibility (CSR):

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. Directors and Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Peeyush Kumar Aggarwal (DIN: 00090423), Managing Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Considering the vast experience of Mr.Peeyush Kumar Aggarwal, the Board is of the opinion that his reappointment will immensely benefit your Company and, therefore, the Board recommends his reappointment. Mr. Peeyush Kumar Aggarwal will continue to act as the Managing Director of the Company.

Brief profile of Mr.Peeyush Kumar Aggarwal:

Mr. Peeyush Kumar Aggarwal is a fellow member of the Institute of Chartered Accountants of India. He has extensive experience of over 35 years in the field of Finance and Taxation; Corporate Laws; Project Management; strategic business planning etc. He is first generation Entrepreneur having a clear business vision. His business interests today are in the areas of Information Technology; Telecom; VAS; Animation and Gaming; Digital Cinema; Pharmaceuticals; Real Estate; Construction & Hospitality; Garment Exports; and Broking (Shares, Commodities, Insurance).

Mr. Peeyush Kumar Aggarwal holds 19,57,159 Shares constituting 10.24 % of the Paid up Share Capital of the Company.

Mr. Peeyush Kumar Aggarwal, Managing Director, holds Directorship in following other companies:

S.No	Name of the Companies	Designation
1	PLUS CORPORATE VENTURES PRIVATE LIMITED	Director
2	B. P. CAPITAL LIMITED	Managing Director
3	MPS INFOTECNICS LIMITED	Director
4	POLAR MARMO AGGLOMERATES LIMITED	Director
5	CRISTINA VINIMAY PVT. LTD.	Director
6	OMKAM INFOTEL PRIVATE LIMITED.	Director
7	ADVANTA BUILDWELL PRIVATE LIMITED	Director
8	MPS INFORMATICS PRIVATE LIMITED	Director
9	WELCOME BUILDERS PRIVATE LIMITED	Director
10	OMKAM CAPITAL MARKETS PRIVATE LIMITED	Director
11	OMKAM DEVELOPERS LIMITED	Director
12	ONTIME CARGO AND COURIERS PRIVATE LIMITED	Director
13	OMKAM GLOBAL CAPITAL PRIVATE LIMITED.	Director
14	OMKAM INNS PRIVATE LIMITED	Director
15	MPS EXIM PRIVATE LIMITED	Director
16	PRASHANT SOFTWARES PRIVATE LIMITED	Director
17	NIRVANA BIOSYS PRIVATE LIMITED	Director
18	ONUS PLANTATIONS AND AGRO LIMITED	Director
19	INTERWORLD DIGITAL LIMITED	Director

Details of his Directorship and Committee membership in other listed and public limited companies are as follows:-

Sl. No. Directorships in other listed and Public Limited Companies	Committee Membership/Chairmanship
1 MPS Infotecnics Limited	Audit Committee	Member
	Stakeholders Rela tionship Committee	Member
	Risk Management Committee	Member
	Corporate Social Responsibility	Member
2. Interworld Digital Limited	Audit Committee	Member
	Nomination and Remuneration Committee	Member
	Stakeholders Relationship Committee	Member
	Risk Management Committee Investigation Committee	Member Chairman
3. B. P. Capital Limited	Stakeholders Relationship Committee	Member
4. Onus Plantations And Agro Limited	NIL	NIL
5. Omkam Developers Limited	NIL	NIL
6. Polar Marmo Agglomerates Limited	NIL	NIL

Details of listed companies in which Mr. Peeyush Kumar Aggarwal resigned in the past three years

- Mr Peeyush Kumar Aggarwal resigned from the position of Managing Director of MPS Infotecnics Limited w.e.f. 09th August, 2024. However, he continues to be the Non-Executive and Non- Independent Director of MPS Infotecnics Limited.

Mr. Peeyush Kumar Aggarwal does not have any relationship with any of the existing directors and Key Managerial Personnel of the Company.

During the year under review, Mr. Peeyush Kumar Aggarwal (DIN:00090423) was re-appointed as the Managing Director of the company for a period of Five years w.e.f 25-09-2024 at the 30th Annual General Meeting held on 28-09-2024. The company has duly obtained the approval of shareholders for re-appointing Mr Peeyush Kumar Aggarwal as its Managing Director by way of ordinary resolution passed in the 30th AGM of the company held on 28th September, 2024.

B. Declaration by Independent Directors:

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations, as amended. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

They have further confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time till they continue to hold the office of an independent director.

In the opinion of the Board, all the Independent Directors have integrity, expertise and experience.

C. Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non- Independent Directors were carried out by the Independent Directors.

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

19. Number of meetings of the Board of Directors:

Six meetings of the Board of Directors were held during the year on 30th May, 2024, 13th August, 2024, 2nd September, 2024, 14th November, 2024, 12th February, 2025 and 29thMarch, 2025.

A separate meeting of the Independent Directors was held on 13.03.2025.

20. Committees of the Board:

During the year under review, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has the following Committees:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable provisions, the Board has carried out the annual evaluation of its own performance, its Committees and the individual Directors.

As mandated under Regulation 17(10) of the SEBI Listing Regulations, the Board monitored and reviewed the Board Evaluation framework. In accordance with Section 134(3)(p) and Schedule IV of the Companies Act, 2013, a formal annual evaluation was conducted. Schedule IV further stipulates that the performance evaluation of Independent Directors shall be carried out by the entire Board, excluding the director being evaluated.

The evaluation was conducted through structured questionnaires covering, inter alia, the following criteria:

* For the Board: composition and structure, effectiveness of processes, adequacy of information flow, and overall functioning.

* For Committees: composition, clarity of roles, effectiveness of meetings, and adherence to the charter.

* For Individual Directors: preparedness for meetings, quality of participation, constructive contributions, and value addition.

* For the Chairman: leadership, effective facilitation of Board functions, and engagement with Directors.

The Nomination and Remuneration Committee ("NRC") formulated and recommended the Performance Evaluation Policy (Annexure-3), which was approved by the Board and applied for the evaluation process.

A separate meeting of the Independent Directors was held on 13th March 2025 to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman, taking into account the views of Executive and Non-Executive Directors. The outcome of this meeting was discussed in the subsequent Board Meeting.

Based on the results of the evaluation for the Financial Year 2024-25, the Board has identified and recommended certain measures to further enhance the effectiveness of the Board, its Committees, and its members.

22. Policy on Directors Appointment and Remuneration:

Your Company has a policy to have an appropriate mix of Executive, Non-Executive and Independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2025, the Board consisted of 4 members and out of which 1 (One) is an Executive Director, 2 are Non-Executive Independent Directors including 1 Woman Director and 1 is a Non-Executive Director liable to retire by rotation.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure-4 to the Board Report. Further no remuneration, at present, is being paid to any of the Directors of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism:

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behaviour actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the website of the Company under the Investment Information head at the link http://mpspharmaa.com/reports/policy/whistle blower.pdf None of the personnel has been denied access to the Audit Committee.

25. Particulars of loans, guarantees or investments under Section 186:

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

26. Contracts and arrangements with related parties:

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website http://mpspharmaa.com/reports/policy/related party.pdf. Pursuant to Section 134 (3)(h) of the Companies Act, 2013 and Rules made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-5". The details of the transactions with related parties are provided in Notes to Financial Statements.

27. Corporate Governance:

Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

28. Directors Responsibility Statement:

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

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. on 31st March, 2025 and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and

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

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 6.

During the year under review, none of the Directors of the Company has received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on 29/03/2025 that the remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2024-25.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to theAudit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

33. Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on Meeting of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meeting and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for the Company to observe the Secretarial Standards with respect to the Board Meeting and General Meeting.

The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

34. Human Resources:

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. Segment-wise performance:

The Company is into single reportable segment only.

36. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

37. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons theerof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2024- 25 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

38. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2025, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

39. Acknowledgements:

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

	For and on Behalf of the Board of Directors of
	MPS Pharmaa Limited
	(Formerly Advik Laboratories Limited)
	Sd/-
	(Peeyush Kumar Aggarwal)
Date 02nd September, 2025	Chairman
Place: New Delhi	DIN : 00090423