Nectar Lifescience Ltd Directors Report

The Company s revenue during FY 2023-24 stood at INR 19258/-million against INR 17466/- million in the previous year recording an increase of 10.26%. With a significant improvement in its performance, the company reported a profit before tax of INR 182.76 million in FY 2023-24 compared to loss before tax of INR 406.94 million in FY 2022-23 with an improvement of 145%.

The detailed discussion on Company s various operations, state of Company s affairs, nature of business and changes therein are set out in Management Discussion and Analysis Report ( MDA ).

The MDA of financial condition and result of operations of the Company for the year under review as required under Securities and Exchange Board of India ( SEBI ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( LODR Regulations ), is given as Annexure 1 and forms and part of this report. Any disclosure not given in this report and its annexures but disclosed in Annexure 1, shall be deemed to be reported in this report and vice versa. As the Company is not in the top 1000 companies list based on the Market Capitalisation as on March 31, 2023, and March 31, 2024, the Business Responsibility and Sustainability Report ( BRSR ) is not be applicable to the Company.

There has been no change in the nature of business of the Company. Apart from above and discussed in MDA, if any, there are no material changes and commitments affecting the financial position of the company during and after the closure of FY. The financial results of the company for the quarter ended on June 30, 2024, will be made available on the website of the company (URL: https:// www.neclife.com).

Indian Accounting Standards ( Ind AS ) and Secretarial Standards

The company has adopted Ind AS prescribed under section 133 of the Companies Act, 2013 ( Act ), read with the relevant rules issued there under and accordingly, standalone and consolidated audited financial statements have been prepared in accordance with the recognition and measurement principles laid down in Ind AS and the other accounting principles generally accepted in India.

The Company is in compliance of Secretarial Standards as issued by Institute of Company Secretaries of India ( ICSI ).

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A separate Report on Corporate Governance is given as Annexure 2 and forms part of this report. A certificate from the Company s Auditors regarding the Compliance of Conditions of Corporate Governance as stipulated under LODR Regulations is given in Annexure 3. Any disclosure not given in this report and its annexures but disclosed in Annexure 2, shall be deemed to be reported in this report and vice versa.

Share capital

The authorised capital of the Company is INR 350.00 million divided into 350 million equity shares of INR 1.00 each. The paid-up equity share capital as on March 31, 2024, was INR 224.26 million. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the FY. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options. Thus, nothing to report on change in share capital.

Global Depository Receipts (GDRs)

The Company has 46,000,000 equity shares of INR 1/- each underlying 46,000,000 Global Depository Receipts (GDRs). The GDRs are listed on: Luxembourg Stock Exchange/ LuxSE

Soci?t? de la Bourse de Luxembourg S.A. B.P. 165, L-2011 Luxembourg Si?ge social, 11, av de la Porte-Neuve,

Telephone: (352) 47 79 36 1, Fax: (352) 47 32 98

Subsidiary Company

The Company has wholly owned subsidiary ( WOS ) namely NECLIFE PT, UNIPESSOAL LDA ( NECLIFE PT ), incorporated in Portugal. There is negligible investment in NECLIFE PT, and no business activity has been carried out therein in FY 2023-24 and till date in FY 2024-25. Therefore, nothing is to report on the performance and financial position of NECLIFE PT. The contribution of WOS in the performance of the Company was/ is negligible.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Financial Statements. The separate financial statements in respect of the NECLIFE PT shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting ( AGM ). Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited/ unaudited financial statements in respect of the NECLIFE PT are also available on the website of your Company at URL: https://www.neclife.com/_files/ugd/6aa048_1820cda6f32245f7a853c39ed1d5a247.pdf.

The WOS is not material as per Policy for determining Material Subsidiaries of the Company and LODR Regulations. The Company does not have any associate company or joint venture company, therefore, nothing to report thereon.

Consolidated financial Statements

As required under Section 129 of the Act and LODR Regulations, consolidated financial statements for the year ended on March 31, 2024, of the Company are attached.

Dividend, Reserves and Dividend Distribution Policy

Considering the financial position and working capital requirements of the company in forthcoming financial years, your directors have decided to retain the profits and not recommended a Dividend for the year ended March 31, 2024.

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

The members may please refer to notes of Notice of AGM for information on shares/dividend transferred / proposed to be transferred to IEPF Authority.

The Dividend Distribution Policy is placed on the website of the Company at https://www.neclife.com/_files/ugd/6aa048_08a096eaff2643ee8944920c02642ea8.pdf and Company is in compliance of the same.

Directors and Key Managerial Persons

Based on the recommendation of Nomination & Remuneration Committee ( NRC ) the Board of Directors vide resolution dated May 26, 2023, and Members in their AGM held on September 21, 2023, have re-appointed Dr. Rupinder Tewari (DIN: 07009485) on the Board as an Independent Director for a second term of five years from February 11, 2024.

Mr. Puneet Sud (DIN: 09735713), Director will retire by rotation in the forthcoming AGM and being eligible, offer himself for reappointment. The Board recommends his re-appointment as a Director.

Mr. Puneet Sud (DIN: 09735713) has been re-appointed as a Wholetime Director designated Director (Operations) of the company for a period of six months and seven days starting from September 24, 2024 and ending on March 31, 2025 by the Board of Directors in their meeting held on August 14, 2024. Based on recommendation of NRC, the Board recommends his re-appointment as a Wholetime Director.

Mr. Sanjiv Goyal (DIN-00002841) has been re-appointed as a Chairman & Managing Director of the company w.e.f. May 31, 2025 for a period of 3 years by the Board of Directors in their meeting held on August 14, 2024. Based on recommendation of NRC, the Board recommends his re-appointment as a Chairman & Managing Director. The Company has received declarations from all the Independent Directors of the Company confirming that:

Your Directors do hereby confirm that in the opinion of the board the independent directors; a. fulfil the conditions specified in the Act and LODR Regulations; b. are independent of the management; and c. possess integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act).

As on the date of the end of FY, the company has right proportion of Independent Directors viz a viz Non-Independent Directors as per applicable provisions of Section 149 of the Act, and LODR Regulations.

Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company as on March 31, 2024, were as under: Mr. Sanjiv Goyal, Chairman & Managing Director Mr. Puneet Sud, Director (Operations) Mr. Amit Chadah, Chief Executive Officer ( CEO ) Mr. Sushil Kapoor, Chief Financial Officer ( CFO ) Ms. Neha Vaishnav, Company Secretary & Compliance Officer

Number of meetings of the board

Four (4) meetings of the board were held during the year. The details of Directors attendance and meeting held during FY 2023-24 are provided in Corporate Governance Report which forms and part of this report.

Directors responsibility statement

The Directors confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; they 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 FY and of the profit & loss of the Company for that period; they have 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; they have prepared the annual accounts on a going concern basis; they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Committees of the Board

The Company constituted the Committees as per the provisions of Sections 135, 177, 178 and other applicable provisions of the Act and LODR Regulations. The composition, powers and duties of the Committees, during FY 2023-24, are detailed out in the Corporate Governance Report which forms part of this report. The Board of Directors accepted all recommendations of the Audit Committee.

Policy on directors appointment and remuneration and other details

The Company s policy on directors appointment and remuneration and other matters namely Nomination, Remuneration & Evaluation Policy as provided in Section 178(3) of the Act has been uploaded on the website of the company at https://www.neclife.com/_files/ugd/ 6aa048_17d769b4f1064d5eadb8fb8d97a4520f.pdf. The salient features of the Policy are to provide a framework and set standards for the nomination, remuneration & evaluation of the Directors, Key Managerial Personnel and officials comprising the Senior Management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The criteria for Appointment of Directors/KMPs/Senior Officials are as under: For Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/a level below KMP are the basis for the NRC to select a candidate for appointment to the Board. When recommending a candidate for appointment, the NRC has regard to: Assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board; The extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company; The skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole; The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee s ability to exercise independent judgment; Personal specifications such as educational qualifications, Experience, interpersonal, skills etc.; The criteria for deciding the Remuneration of Directors, Key Managerial Personnel and Senior Management are as under: The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials. The Directors, Key Management Personnel and other senior official s salary shall be based & determined on the individual person s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any and other relevant factors including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

There could be following component of Remuneration: a) Base Compensation (fixed salaries): Must be competitive and reflective of the individual s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; b) Variable salary: The NRC may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board.

There is no change in the policy during FY 2023-24.

Board evaluation

Pursuant to the provisions of the Act and LODR Regulations, the evaluation of the Board involves multiple levels:

The performance of the Board and committees was evaluated by the NRC and the Board after seeking inputs from all the directors/ committee members on the basis of the criteria such as the Board/ committee composition and structure, effectiveness of board processes, information and functioning, etc.

The following information is provided in agenda papers for evaluation of: A. Board

7. Communications and Interaction B. Committees

C. Independent Directors, Chairman & Managing Director, Wholetime Director and CEO:

10. Conducted themselves in a manner that was ethical and consistent with the laws of the land.

11. Attitude

12. Application to the job

The NRC and the Board have reviewed the performance of the individual directors and CEO on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The performance evaluation forms of each of director get filled from all directors based on Knowledge, Skills, Attitude, Application to the job, Communication, Human Behavior & Teamwork and Overall Performance.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman and CEO was evaluated on the basis of parameters as provided above.

Internal financial control systems and their adequacy

The company has adequate financial controls. The details in respect of internal financial control and their adequacy are included in the MDA, which forms part of this report.

Auditors

M/s Deepak Jindal & Co, Chartered Accountants (Firm Registration No. 023023N) have been appointed as the Statutory Auditors of the Company in the 27^th AGM held on September 21, 2022, for a period of five years commencing from the conclusion of the 27^th AGM till the conclusion of the 32^nd AGM to be held in the year 2027.

Auditors Report

The Report given by the M/s Deepak Jindal & Co, on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

Secretarial Auditor and Secretarial Audit Report

Secretarial Audit has been carried out by Mr. Prince Chadha of P. Chadha & Associates, Practicing Company Secretary, the Secretarial Auditor of the company for FY 2023-24. The Secretarial Audit Report is appended as Annexure 4 to this report. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. Observations made in the Auditors Report are self-explanatory and therefore do not call for any further explanation. The Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the FY and also available on the website of the Company at www.neclife.com.

Cost Records and Audit

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act and accordingly such accounts and records are made and maintained.

The Cost Auditor has submitted the Cost Audit Report for FY 2022-23 on August 14, 2023, which has been filed on September 09, 2023, within the prescribed time.

The Cost Auditor will forward the Cost Audit Report for FY 2023-24 by September 27, 2024. The report will be filed with the Ministry of Corporate Affairs within 30 days of the date of Cost Audit Report. The company has appointed Dr. Vimal Kumar Aggarwal (Membership No. 9982) prop. of M/s V. Kumar and Associates, SCF 13, GF, VIP Galleria Market, VIP Road, Zirakpur, SAS Nagar (Mohali) Punjab-140603, Cost and Works Accountants as the Cost Auditors of the Company for FY 2024-25.

Report by Auditors under Section 143(12) of the Act

None of the Auditors have reported any fraud under sub-section (12) ofsection 143 of the Act to the Audit Committee or the Board.

Risk management

The development and implementation of risk management policy has been covered in the MDA, which forms part of this report. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Particulars of loans, guarantees and investments

The company has not given any loan or provided guarantee or security as per Section 186 of the Act, however, the amount receivable from subsidiaries, if any, and the investments under section 186 of the Act are given in the Financial Statements forming part of the Annual Report.

Transactions with related parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 5 in Form AOC-2 and the same forms part of this report. Further details about these transactions are provided in Report on Corporate Governance and Financial Statements forming part of the Annual Report.

Corporate social responsibility

The information as required under Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 ( CSR Rules ), the brief outline of the Corporate Social Responsibility ( CSR ) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 6 of this report in the format prescribed in the CSR Rules. The CSR policy is available on the website of the Company.

Annual Return and Extract of annual return

As provided under Section 92(3) of the Act, the Annual Return (MGT-7) is also available on the website of the company at https://www.neclife.com/_files/ugd/6aa048_1f53766dbbaa4c8da24825f1a8b04cef.pdf.

Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 7. In terms of proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. This information is also available on the website of the Company (URL: www.neclife.com).

Deposits from Public

The Company has not accepted any deposits from public within the meaning of Sections 73 and 74 of the Act and extant Rules framed thereunder during the financial year 2023-24 and, as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of this report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations in future

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations in future.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions during the financial year under review. Therefore, it is not applicable.

Disclosure requirements

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: https://www.neclife.com/about-3-11).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: https://www.neclife.com/_files/ugd/6aa048_64ca0809f242486f99ce21aedbbff190.pdf). Policy on dealing with related party transactions is available on the website of the Company (URL: https://www.neclife.com/ _files/ugd/6aa048_3f0a10d3dced4c64a72545b94352b187.pdf). The Whistle Blower Policy to provide Vigil Mechanism for employees including directors is available on the website of the Company (URL: https://www.neclife.com/_files/ugd/ 6aa048_cafe48f72d7144a5928e793ccdbe532d.pdf).

Committee and Policy against Sexual Harassment of women at Workplace

The company has complied with provisions relating to the constitution of Internal Complaints Committee under theSexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ).

The company has made the Policy for Prevention of Sexual Harassment ( POSH Policy ) under POSH Act for all individuals working for the Company at all levels and grades, including senior executives, officers, employees (whether permanent, fixed term or temporary), consultants, contractors, trainees, staff, casual workers, interns. As per policy any aggrieved woman employee who feels and is being sexually harassed directly or indirectly may make a complaint of the alleged incident to any member of the Committee constituted for this purpose.

Disclosures in relation to the POSH Act: a. number of complaints pending as on April 01, 2023 NIL b. number of complaints filed during the FY 2023-24 NIL c. number of complaints disposed of during the FY 2023-24 N.A. d. number of complaints pending as on March 31, 2024 N.A.

Energy, technology and foreign exchange

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 8 to this Report.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation received from bankers and government authorities and also thank the shareholders for the confidence reposed by them in the Company and looking forward to their valuable support in the future plans of the Company. Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company s products.