Nureca Ltd Directors Report

Dear Members

The Directors are pleased to present their 9th (Ninth) Annual Report together with the audited financial statements of Nureca Limited (‘Nureca or ‘the Company) for the financial year ended March 31, 2025.

Financial Performance

[Amount - INR Millions]

Particulars	(Standalone)		(Consolidated)
	2024-25	2023-24	2024-25	2023-24
Total Income	1271.80	1050.85	1220.96	1024.42
Less: Expenses	1276.40	1083.54	1207.53	1049.86
Profit/(Loss) before tax	(4.60)	(32.69)	13.43	(25.44)
Tax Expenses
Current Tax	(11.98)	13.52	(8.17)	15.60
Deferred Tax	14.06	(21.79)	13.14	(23.10)
Profit (Loss) After Taxation	(6.68)	(24.42)	8.46	(17.94)

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

Dividend

Keeping in view the financial position of the Company, the Directors of your Company have not recommended any dividend for the Financial Year 2024-25.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has approved and adopted a Dividend Distribution Policy, which is available on the website of the Company at weblink https:// www.nureca.com/wp-content/uploads/2021/06/ Dividend%20Distribution%20Policy.pdf .

Change in the Nature of Business

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

Amount Proposed to be carried to Reserves

No amount proposed to be transferred to General Reserves .

Indian Accounting Standards (IndAS)

The Company follows Indian Accounting Standards (‘IndAS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with the Companies (Indian Accounting Standard Rules, 2015) as amended by the Companies (Indian Accounting Standards) Rules, 2016 and other relevant provisions of the Act to the extent applicable and accordingly, standalone and consolidated audited financial statements have been prepared in accordance with the recognition and measurement principles laid down in IndAS and the other accounting principles generally accepted in India.

Corporate Governance

A report on corporate governance together with the Certificate from P Chadha & Associates, a Practicing Company Secretary, confirming compliance with corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report.

Business Responsibility and Sustainability Report

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for Financial Year 2024-25 is attached as Annexure A and forms part of this Report and is also made available on the website of the Company at www.nureca.com.

Share Capital

There is no change in the Companys issued, subscribed and paid- up equity share capital during the year.

Subsidiaries, Joint Ventures or Associate Companies

The Company have 2 wholly-owned subsidiaries in India, namely - Nureca Technologies Private Limited and Nureca Healthcare Private Limited and 1 wholly-owned subsidiary outside India in USA, namely - Nureca Inc. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (hereinafter referred as ‘Act), a statement containing salient features of financial statements of Subsidiary Companies in Form AOC-1 is attached to the Financial Statements. The separate financial statements in respect of each of the subsidiary companies 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). The Company will also make available these documents upon request by any Member interested in obtaining the same. The separate audited/ unaudited financial statements in respect of each of the Subsidiary Companies are also available on the website of the Company www.nureca.com.

Material Subsidiaries

The Board of Directors of your Company has approved a policy for determining material subsidiaries. As on March 31, 2025, your Company does not have a material subsidiary. The Policy on material subsidiaries can be viewed on the Companys website at the following link: https://www.nureca.com/wp-content/uploads/2021/03/Material- Subsidiary.pdf

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2024-25, together with the Auditors Report forms part of this Annual Report.

Directors

Mr. Rupinder Tewari and Kuldip Kumar Bhasin have been inducted on the board of directors of the company w.e.f. 01 January, 2025.

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Rules made there under, Mr. Saurabh Goyal Director retires by rotation and being eligible, has offered, himself for reappointment.

The Company has a duly constituted Board with the prescribed composition of Independent Directors including Women Directors and Executive Directors as per the provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2025, following are the Directors of the Company-

S. No	Name of Directors	DIN	Designation
1	Mr. Saurabh Goyal	00136037	Chairman & Managing Director
2	Mr. Vijay Kumar Sharma	02449088	Independent Director
3	Mr. Vikram Chaudhery	00509297	Independent Director*
4	Ms. Charu Singh	07822158	Independent Director
5	Ms. Ruchita Agarwal	08941249	Independent Director
6	Mr. Aryan Goyal	00002869	Whole-time Director & CEO
7	Mr. Rajinder Sharma	00317133	Whole-time Director
8	Mr. Rupinder Tewari	07009485	Independent Director
9	Mr. Kuldip Kumar Bhasin	09250008	Independent Director

*Mr. Vikram Chaudhary has resigned from the position of Independent Director as on 05^th May, 2025.

Key Managerial Personnel

In terms of the applicable provisions of the Companies Act 2013, Mr. Saurabh Goyal, Chairman & Managing Director, Mr. Aryan Goyal, Whole-time Director & Chief Executive Officer, Mr. Naresh Gupta, Chief Financial Officer and Ms. Nishu Kansal, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company as on March 31, 2025.

Ms. Chetna Anand Company Secretary of the company tendered her resignation w.e.f. 24 January,2025 and Ms. Nishu Kansal has been appointed as the company secretary of the company w.e.f. 01 February, 2025.

Independent Directors and 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 set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Board evaluation

This information shall be mentioned after the performance evaluation has been carried out by the Nomination & Remuneration Committee and the Board of Directors.

Policy on Directors appointment, remuneration and other details

The Companys Policy on Directors appointment, remuneration and other matters namely Nomination and Remuneration Policy as provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at the web link - https:// www.nureca.com/wp-content/uploads/2021/03/Nomination-and- Remuneration-Policy.pdf .

The salient features of the Policy is to provide a framework and set standards for the nomination, remuneration and 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 remuneration / compensation/ commission etc., to the Directors, Key Managerial Personnel and Senior Management are determined by the Nomination and Remuneration Committee and recommended to the Board for its approval. There is no change in the policy during Financial Year 2024-25.

Meetings of the Board

Five Board meetings were held during the year as detailed in the Corporate Governance Report which forms a part of this Report.

Audit Committee

The Audit Committee comprises of Four Independent Directors, Ms. Charu Singh (Chairperson), Ms. Ruchita Agarwal (Member), Mr. Rupinder Tewrai (Member) and Mr. Kuldip Kumar Bhasin (Member). The composition, powers and duties of the Committee is detailed out in the Corporate Governance Report which forms a part of this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

Directors Responsibility Statement

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

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

b) 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 as at March 31,2025 and of the profits of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

Corporate Social Responsibility (CSR)

During the year under review, the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company. Accordingly, the Company has not spent any amount on CSR activities during the year. However, during FY 2024-25, the Company has spent an amount of Rs. 12.28 Lakhs on CSR activities , thereby creating a CSR asset of Rs. 12.28 Lakhs.

During the year, an amount of Rs. 33.23 Lakhs has been write-off from the CSR asset in accordance with the applicable accounting standards.

Particulars of Employees

The information as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure B, which forms a part of this report.

In terms of first proviso to Section 136 of the Companies Act, 2013, this report and the financial statements 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 at cs@nureca.com.

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 Management Discussion & Analysis, which forms a part of this report.

Statutory Auditors

B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) was appointed as the Statutory Auditors of the Company, at the Annual General Meeting held on October 30, 2020, for a period of five years. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

Since the term of the statutory auditors will be completing on the 9^th conclusion of AGM and there was a need to appoint the statutory auditors of the company for the next five years so the company has appointed M/s. Singhi & Co, Chartered Accountants ("the Firm") as the statutory auditors of the company by way of approval of the audit committee and the board at their meetings held on 05 May, 2025 for a term of next five years starting from the conclusion of the 09^th AGM of the company till the conclusion of the 14^th AGM of the company and the shareholder approval for the same would be taken in the upcoming AGM of the company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s P. Chadha & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of the Company for Financial Year 2024-25. The Secretarial Audit Report, for the year under review, does not contain any qualification and is attached as Annexure C.

The Company has undertaken an audit for the Financial Year 202425 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 stipulated timeline.

Further As per the provisions of the Companies Act (the Act) and pursuant to the latest amendments to the provisions of the SEBI(LODR) ,2015 , every listed company is now required to appoint a Secretarial Auditor to perform the functions prescribed under the Act for a period of 5 years and would now also require the Shareholders approval .

Pursuant to that the company has appointed M/s A. Arora & Company, Practicing Company Secretaries as the secretarial auditor of the company for the period of five years by way of approval of the audit committee and the board at their meetings held on 05 May, 2025 and the shareholder approval for the same would be taken in the upcoming AGM of the company.

Cost Records

There are no cost records which are prescribed under Section 148(1) of the Companies Act, 2013 for any of the product of the Company.

Material changes and commitments affecting the financial position of the Company

No material changes have occurred or commitments made after March 31, 2025, which may affect the financial position of the Company or require disclosure.

Details of Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year which may impact the going concern status of the Company or its operations in future. Further, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Particulars of loans, guarantees and investments

The particulars of loans and investments have been disclosed in the financial statements.

Transactions with Related Parties

All related party transactions that were entered into during the financial year were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions with related parties were reviewed and approved by the Audit Committee.

The Policy for consideration and approval of Related Party Transactions is available on the website of the Company at weblink - https://www.nureca.com/wp- content/uploads/

2021/07/Policv%20for%20consideration%20and%20approval%20of %20related%20partv%20transactions%20eftective%20trom%20April%2001% 2C%20202 2.pdf? t=1646311307

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed as Annexure D.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web link : Investor Relations- Disclosures under Regulation 46 of the LODR Regulations - Nureca Limited

Deposits

During the year under review, the Company has not accepted any deposit under Chapter V of Companies Act, 2013.

Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is available on the website of the Company at web link - https://www.nureca.com/wp-content/uploads/2021/03/Whistle- Blower-Policy.pdf

Familiarization Programme for Independent Directors

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, business model of the Company and related matters are available on the website of the Company at web link: https://www.nureca.com/wp-content/uploads/ 2024/03/Familarization-programme-2024-1 .pdf

Compliance with Secretarial Standards

The Company is in Compliance with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

Committee and Policy against Sexual Harassment at Workplace

The 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. The Company has made the Anti Sexual Harassment Policy under above referred Act for all individuals working for Nureca at all levels and grades, including senior executives, officers, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, staff, casual workers, interns. The Company has not received any complaint of sexual harassment during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be

disclosed under the Companies Act, 2013 is attached as Annexure E.

Risk Management

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Board has constituted a Risk Management Committee (RMC) comprising two Independent Directors and two Executive Directors.

The Company has adopted a formal Risk Management Policy based on the recommendations of RMC. The Policy sets out key risk areas - financial risks (including risk to assets), commodity price risks, foreign exchange fluctuation risks, legislative and regulatory risks, Operational risks: Market, Production and Technology, IT risks including cyber security, risks arising from employment and manpower. The Chief Executive Officer identifies and proposes action in respect of all risks through his management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then reports to RMC for its review and guidance.

Acknowledgement

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation 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 Companys products.