Oxygenta Pharmaceutical Ltd Directors Report

To the members,

Your Directors take pleasure in presenting the 31^st Annual Report, along with the Companys Audited Financial Statements, for the year ended 31^st March, 2024

1. Financial Highlights:

(Amount in Lakhs unless specified otherwise)

	For the financial Year Ended
Particulars	31st March 2024	31st March 2023
Revenue from operations	3964.21	3098.75
Other Income	4.24	1.78
Total Income	3968.45	3100.52
Total Expenses	5359.32	4164.36
Profit before tax/Loss	(1387.17)	(1137.26)
Less: Current Tax	-	-
Less: Deferred Tax	(1039.24)	19,83
Profit available for appropriations/Loss	(347.93)	(1157.10)
Earnings per equity share	(1.09)(1.04)	(8.15)(8.15)

2. Financial Performance and State of Companys Affairs:

The Gross Total Income of the Company has increased by 27.99% from Rs. 3100.52 Lakhs in FY 2022-23 to Rs. 3968.45 Lakhs in FY 2023-24. The loss of the Company has decreased from loss of Rs. (1157.10) Lakhs in FY 2022-23 to Rs. (347.92) Lakhs in FY 2023-24.

The Companys management is striving towards achieving the goals of shareholders by incremental growth of operations in upcoming years. The Management is working on improving the financial position and is confident about the future growth of the Company.

3. Dividend:

In view of the loss incurred for the FY 2023-24, your Board of directors does not recommend any dividend for the financial year under report.

4. Change in nature of business if any.

During the current FY 2023-24 there is no change in nature of business in your Company.

5. Transfer To Reserves:

Your Company has not transferred any amount to Reserves during the financial year 2023-24.

6. Share Capital:

The Share Capital of the Company as on March 31, 2024 stands as follows:

S. No.	Particulars	(Amt. in Rs.)
1	Authorised Share Capital:
	3,50,00,000 Equity Shares of Rs.10/- each	35,00,00,000
2	Issued, Subscribed & Paid-up Capital:
	3,34,83,500 Equity Shares of Rs. 10/- each	33,48,35,000

During the year under review, the Company, has issued and allotted the following:

The Company has allotted 1,92,82,200 Equity Shares of Rs.10 each on Preferential basis out of which 79,45,000 Equity shares were allotted on 26th April, 2023, 85,80,700 Equity Shares were allotted on 29th April 2023, and 27,56,500 Equity Shares were allotted on 03^rd May, 2023.

Taking into consideration, the aforesaid allotment of equity shares, the Issued, Subscribed and Paid-Up Capital of the Company as on March 31, 2024 stood at Rs. 33,48,35,000/-.

During the current F.Y 2024-25 Shareholders of the company approved the increase of Authorised capital of the company to Rs.37,50,00,000 on 09^th May 2024 And on 21^st May 2024 company has allotted 20,00,000 Equity shares of Rs.10 each on Preferential basis.

And presently the Authorised Capital of the company is Rs.37,50,00,000 comprising of 3,75,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed & Paid-up Capital Rs. 35,48,35,000 comprising of 3,54,83,500 Equity Shares of Rs. 10/- each.

7. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, your Company does not have any Subsidiary, Joint venture or Associate Company.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company as no dividend has been declared by the Company since its inception.

9. Material changes and commitment affecting financial position of the company:

The of Board of Directors in their meeting held on 26th April, 2023 has allotted 79,45,000 equity shares of Rs. 10/- each at an issue price of Rs. 15/- per share on preferential basis to persons belonging to "Promoters and Non-Promoters" including 5,50,000 shares by way of conversion of unsecured loan into equity, and allotted 1,28,37,200 warrants at an issue price of Rs. 15/- per warrant on preferential basis to persons belonging to Promoters and Non-Promoters, and Board of Directors in their meeting held on 29th April 2023 has approved the conversion of warrants into Equity shares and accordingly allotted 85,80,700 (Eighty-Five Lakhs Eighty Thousand and Seven hundred) fully paid-up Equity shares of a face value of Rs. 10/- each to the persons under Promoter and Non-Promoter category at a price of Rs. 15/-(Rupees Fifteen only) per Equity share and Board of Directors at their meeting held on May 03, 2023, has approved the conversion of warrants into Equity shares and accordingly allotted 27,56,500 (Twenty-Seven Lakh Fifty-Six thousand and Five hundred) fully paid-up Equity shares of a face value of Rs. 10/- each to a person under Non-Promoter category.

Pursuant to the Preferential Allotment to the Mr. Sunil Vishram Chawda ("Acquirer 1"), Mr. Manoj Sunil Chawda ("Acquirer 2"), Mrs. Aakanksha M. Chawda ("Acquirer 3") and Mr. Raghavender Rao Kanuganti ("Acquirer 4") (hereinafter collectively referred to as "Acquirers"), an obligation on the Acquirers to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Open Offer") was triggered. and upon completion of the Open Offer on 21^st July 2023, Acquirers classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

Board of Directors at its meeting held on April 08, 2024 approved the issue and allotment of 20,00,000 fully paid-up equity shares of face value of ? 10/- (Rupees ten only) each at an issue price of Rs 16/- (Rupees Sixteen only) per equity share (Including a premium of Rs.6/- per share) ("Equity Shares") aggregating to an amount of ? 3,20,00,000 (Rupees Three Crores Twenty Lakhs) on preferential basis to M V S Prasad Reddy (17,00,000 equity shares in the Promoter Category, Amigos Molecular Solutions Pvt Ltd (2,00,000 equity shares in the Promoter Group Category ) and Rachamallu Aparna (1,00,000 equity shares in the Promoter Group Category).

BSE Limited has issued its In-Principal approval on May 02, 2024 for the said preferential issue. The shareholders of the company, by passing special resolution at their extra-ordinary general meeting held on May 09, 2024, approved the said preferential issue. Allotment committee of the board in its meeting held on May 21, 2024 approved the allotment of 20,00,000 fully paid-up equity shares of face value of ? 10/- (Rupees ten only) each. The Company has received Listing approval on June 05, 2024 and Trading approval on June 13, 2024 from BSE Limited.

Mr. M V S Prasad Reddy/Acquirer/Proposed promoter has entered into a SPA with Mr. K Raghavendra Rao/seller, one of the promoter of the company on April 8, 2024, pursuant to which the Acquirer has agreed to acquire 8,00,000 equity shares ("SPA Sale Shares"). The Acquirer has also entered into a MOU with the Non-Promoters Sellers on April 8,2024, pursuant to which the Acquirer has agreed to acquire 69,52,600 equity shares ("MOU Sale Shares").

Pursuant to the Preferential issue and above acquisitions of shares entered by the Mr. M V S Prasad Reddy ("Acquirer"), Amigos Molecular Solutions Pvt Ltd and Rachamallu Aparna (Deemed PACs to the Acquirer) ,an obligation on the Acquirer to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Open Offer") was triggered. and upon completion of the Open Offer, Acquirer and Deemed PACs to the Acquirer classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

10. Related Party Transactions:

All contracts or arrangements entered into by your Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of business and on arms length basis. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review.

The information on transactions for the year under review were on arms length basis and in the ordinary course of business with the related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure 1 in Form No. AOC-2 and the same forms part of this report

11. Statement Concerning Development and Implementation of Risk Management Policy of the Company:

Pursuant to the provisions of section 134(3) (n) and read with all other applicable provisions of the Companies Act, 2013 Risk Management Policy is not applicable to the Company during the financial year 2023-24.

12. Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility (CSR) Initiatives:

Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2023-24.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure - 2 hereto which forms part of this Report.

14. particulars of loans, guarantees or investments made under section 186 of the Companies act, 2013

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 from part of the notes to the financial statements provided in this Annual Report.

15. Management Discussion and Analysis

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 3 to this report.

16. Statutory Auditors

A.M. Reddy & D.R. Reddy, Chartered Accountants, (Firm Registration No. FRN: 0090685), were appointed as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 30th AGM held on 30th September, 2023, till the conclusion of the 35th AGM to be held in the year 2028.

The Auditors Report on the financial statements of the Company for the financial year ended 31^st March, 2024 does not contain any qualifications, observations or adverse remarks and their Report, together with the notes to financial statements are self-explanatory, thereby not calling for any further comments by the Board of Directors on the same.

17. Internal Auditors

S Siva Parvathi & Associates, Chartered Accountants, (Firm Registration No.020872S), were appointed as the Internal Auditors of the Company.

18. Cost Auditors

P Chandra Sekhara Reddy of PCR & ASSOCIATES, Cost Accountants (Firm Registration No.000355), was appointed to conduct the Cost audit of the Company for the Financial Year 2023-24, as required under the Companies Act, 2013 and Rules thereunder.

19. Maintenance of cost records:

The Company is maintaining the Cost records as specified by the central government under sub-section (1) of section 148 of the Companies act, 2013.

20. Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573), Hyderabad, to undertake the secretarial audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 4.

The Secretarial Audit Report confirms that your Company has complied with the provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.

Further, we would like to clarify that the said Secretarial Audit Report does not contain any observations or qualifications or reservations or adverse remarks or disclaimers.

21. Compliance with Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India

22. The details of directors or key managerial personnel who were appointed or have resigned during the year

The Board of directors of your Company has an optimum combination of Executive, Non-Executive and Independent Directors including Women Director.

(i) Directors

• In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Vishram Chawda (DIN: 02369151), Executive Director of your Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors recommended his reappointment.

• During the year, Mr. Gunreddy Krishna Reddy & Rajasekhar Reddy Puchakayala resigned as the Executive Directors of the Company and Mr. Gangi Reddy Narravula resigned as the Non-Executive Independent director of the company with effect from 04 September, 2023.

• Mr. Sunil Vishram Chawda (DIN: 02369151) & Mrs. Sravani Reddy Gantla (DIN: 08809876) were appointed as Directors in the category of Executive directors of the company and Mr. Bharath Reddy Guntuku is appointed as Director in the category of Non- Executive Independent Director with effect from 04 September, 2023.

• Mr. Sanagari Kondal Reddy, was re-appointed as Independent Director for the second term w.e.f. 14^th February, 2024 and Mrs. Padmaja Surapureddy, was re-appointed as Independent Director for the second term w.e.f. 04^th March, 2024

(ii) Key Managerial Personnel:

• Mr. Veerenrda Babu R has resigned as the Company Secretary of the Company with effect from 30^th June, 2023.

• Mrs. Dolly Lakhichand Mandhan has been appointed to the office of Company Secretary and compliance officer of the Company with effect from 1st October, 2023.

23. Meetings of the Board:

The Board of Directors met Eleven times in the financial year 2023-24. The intervening period between any two consecutive Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-1 issued by ICSI. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

24. Independent Directors Meeting:

The Independent Directors of the Company had met on March 04, 2024 to review the performance of non-independent directors and the Chairperson of the Company, including overall assessment on the effectiveness of the Board in performing its duties and responsibilities.

The Board comprises Members having expertise in Technical, Banking and Finance. The Directors evaluate their performance and contribution at every Board and Committee Meetings based on their knowledge, experience and expertise on relevant field vis- vis the business of the Company.

25. Committees:

The Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of all the committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, as part of this Annual Report.

26. Policy on Directors appointment and remuneration and other matters:

a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of your Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, The Committee reviews the remuneration package payable to Executive Director(s), makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is enclosed as Annexure - 5 and the Remuneration Policy is posted on the website of your Company which may be accessed at http://www.oxygentapharma.com/pdfs/Remuneration-Policy.pdf

The remuneration determined for Executive/Non-Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings and profit based commission. The remuneration paid to Directors and Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of your Company. The Whole Time Director of your Company has not received any remuneration or commission from any of the subsidiaries of your Company.

Brief terms of Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Report.

b) Familiarization/ Orientation program for Independent Directors:

A formal familiarization program was conducted apprising the directors of the amendments in the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your Company. All the directors were also apprised about the business activities of your Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of the program is to familiarize Independent Directors on the Board with the business of your Company, industry in which your Company operates, business model, challenges etc. through various programs such as interaction with experts within your Company, meetings with our business leads and functional heads on a regular basis.

The details of such familiarization programs for Independent Directors are posted on the website of your Company which may be accessed at http://www.oxygentapharma.com/pdfs/Familarization%20programme%20for%20 Independent%20Directors_OPL.pdf

27. Corporate Governance Report:

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. An Auditors Certificate on Corporate Governance in compliance with the code of Corporate Governance is enclosed as Annexure - 6 to this report.

28. Annual Evaluation of board performance and performance of its committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and all other committees

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors & Non-Executive Directors who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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. The Directors expressed their satisfaction with the evaluation process

29. Annual Return:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company which may be accessed at http://www.oxygentapharma.com/ .

30. Directors:

As on March 31, 2024, the Board of Directors of your Company comprises of the following Directors:

Name of the Director	Designation
Dr. Sai Sudhakar Vankineni	Managing Director
Mr. Raghavender Rao Kanuganti	Executive Director
Mr. Sunil Vishram Chawda	Executive Director
Mrs. Sravani Reddy Gantla	Executive Director
Mr. Vidya Sagar Devabhaktuni	Non-Executive and Independent Director
Mr. Sanagari Kondal Reddy	Non-Executive and Independent Director
Mrs. Padmaja Surapureddy	Non-Executive and Independent Director
Mr. Bharath Reddy Guntuku	Non-Executive and Independent Director

31. Statement of declaration by independent directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with schedules and rules thereto as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

32. Board Evaluation:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors of the company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations") and the board of directors of the Company had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

33. Directors Responsibility Statement

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

i. In the preparation of the annual accounts, the applicable accounting standards had 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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

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

iv. They have taken prepared the annual accounts on a going concern;

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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

34. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

35. Loans from Directors

The Company during the financial year has received unsecured loans from the Directors the details are specified in the Note No.13A to the Financial Statements.

36. Adequacy of internal controls with reference to financial statements:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and operations of the Company

37. Vigil Mechanism:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through your Companys Whistle Blower Policy, to deal with instances of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees and Directors who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and is also available on the website of your Company which may be accessed at http://www.oxygentapharma.com/ pdfs/Vigil%20Mechanism_OPL.pdf

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

38. Reporting of frauds:

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

39. Particulars of Employees and Remuneration:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure- 7.

40. Insurance

All properties and insurable interests of the Company have been fully insured.

41. Details of significant and Material Orders passed by the Regulators, Courts and Tribunals:

During the financial year under review, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the future operations of the Company.

42. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2024.

43. 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:

Not Applicable

44. Listing & Trading:

Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2023-24

45. Human Resource & Industrial Relations:

Your Company continues to foster a culture of fair management practices, endeavoring to provide a congenial work environment. It consistently invests in its human assets to recruit, train and retain high-potential talent.

A conscientious bottom-up approach to skills training strengthens overall competencies. As a result, your Companys workforce consists of an invaluable mix of freshers and experienced employees with extensive industry insight – a key cornerstone in the organizations success.

46. Statement in Respect of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

We strongly support the rights of all our employees to work in harassment – free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, we have in place a committee under the name and style "Internal Complaints Committee" in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. Details of composition etc., of the said committee are provided in the section on Corporate Governance.

We further confirm that during the year under review, there were no cases filed pursuant to the said Act.

47. Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and your Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with your Company/ RTA.

48. Acknowledgements:

Your Directors sincerely thank the bankers, business associates, consultants and various government authorities for the continued support extended by them to the Company during the year under review. Your Directors also acknowledge the support of the shareholders and confidence reposed by them in your Company and place on record their appreciation and gratitude for the same.

	For and on behalf of Board of Directors of
	Oxygenta Pharmaceutical Limited
	Sd/-
	Dr. Sai Sudhakar Vankineni
Place: Hyderabad	Chairman and Managing Director
Date: 05th September, 2024	(DIN: 00733001)