Sudeep Pharma Ltd Directors Report

To,

The Members,

Your directors are pleased in presenting their 36th (Thirty-sixth) Directors Report on the business and operations of your Company togetherwith the Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended, 31st March, 2025.

The summarized financial results for the year ended 31st March, 2025 are as under:

1. FINANCIAL SUMMARY:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	35,673.18	34,375.90	50,199.92	45,928.06
Other Income	837.55	819.99	9 32.91	6 09.68
Total Revenue	36,510.73	35,195.89	51,132.83	46,537.74
Less: Expenses before Finance Cost and Depreciation	22,477.37	21,153.51	31,204.67	27,762.2
Less: (a) Finance Cost	480.98	2 96.86	5 84.61	392.39
(b) Depreciation	611.72	514.81	1 ,059.04	901.31
Profit /(Loss) before Tax	12,940.66	13,230.71	18,284.51	17,481.84
Less: Tax Expenses
(a) Current Tax	3,313.32	3,401.61	4,361.55	4,045.50
(b) Deferred Tax	52.57	21.24	50.04	115.34
(c)Tax of Earlier Year	—	-	—	—
Profit/(loss) for the year	9,574.77	9,807.86	13,872.92	13,321.00
less: Minority Interest in loss	—	—	—	—
Net Consolidated Profit for year			13,872.92	13,321.00

2. INDIAN ACCOUNTING STANDARDS:

The Standalone and Consolidated financial statements for the year ended March 31,2025, have been prepared in accordance with the Indian Accounting Standard (‘Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with the Companies (Indian Accounting Standard) Rules, 2015, as amended.

3. STATE OF COMPANYS AFFAIRS:

During the period under review, the Company has earned total income of INR 36,510.73 Lakhs and net profit of INR 9,574.77 Lakhs as compared to total income of INR 35,195.89 Lakhs and net profit of INR 9,807.86 Lakhs in the previous year, respectively.

4. ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Companys website and can be accessed at https://www.sudeeppharma.com/.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

6. CHANGE IN THE NATURE OF BUSINESS:

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

7. DIVIDEND:

With a view to conservation of profits, your directors do not recommend any dividend for the Financial Year ended 31st March, 2025.

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 as there was no dividend declared and paid in the last year.

9. CAPITAL STRUCTURE:

During the year under review there was change in Authorized and Paid-up Share Capital of the Company, respectively.

The Company increased its Authorized Share Capital from INR 6,00,00,000/- which consisted of 60,00,000 of Equity Shares of the Nominal Face Value of INR 10/- per Equity Share to INR

15.00. 00.000/- which consist of 1,20,00,000 Equity Shares of the Nominal Face Value of INR 10/- per Equity Share and 15,00,000 Preference Shares of the Nominal Face Value of INR 20/- per Preference Share.

Subsequently, the Company increased it Paid up capital for Issue of Bonus Shares from INR 1,40,91,000/- to INR 3,80,45,700/- which consisted of 23,95,470 Equity Share of the Nominal Face Value of INR 10/- per Equity Share and 11,27,280 Preference Shares (Compulsory Convertible Preference Shares) of the Nominal value of INR 20/- per Preference Share.

Later, the Company once again increased its Paid-up Capital for Issue of Bonus Equity Shares from INR 3,80,45,700/- to INR 9,72,27,890/- which consist of 59,18,219 Equity Share of the Nominal Face Value of INR 10/- per Equity Share and 11,27,280 Equity Shares of the Nominal value of INR 20/- per Preference Share.

Moreover, the Equity Shares and Preference Shares of the Company were sub-divided from the Nominal Face Value of INR 10/- to the Face Value of INR 1 /- per Equity Share and Nominal Face Value of INR 20/- to the Face value of INR 2/- per Preference Share. As a Result, the Authorized Capital of the Company as on 31st March 2025 stood at INR 15,00,00,000/- comprising

12.00. 00.000 Equity Shares of INR 1/- per Share and 1,50,00,000 Preference Shares of INR 21- per Preference Share respectively and issued, subscribed and paid-up Share capital of the Company stood at INR 11,97,73,490/- which consist of INR 9,72,27,890/- Equity Shares of the Face value of INR 1/- per Equity Share and INR 2,25,45,600/- Preference Shares (CCPS) of the Face value of INR 2/- per Equity Share respectively.

Subsequently, post 31st March 2025, your Company has raised funds by issue of 13,34,021 fully paid-up 0.001 % Compulsory Convertible Preference Shares class A and 15,11,891 fully paid- up 0.001 % Compulsory Convertible Preference Shares class B of the face value of INR 21- Per Share, at a Premium Amount of INR 560.21/- Per Share, for cash, at an issue price (mutually agreed price) of INR 562.21/- per share aggregating to INR 1,60,00,00,185.52/-, on a private placement basis. As a Result, the issued, subscribed and paid-up Share capital of the Company stood at INR 12,54,65,314/- which consist of INR 9,72,27,890/- Equity Shares of the Face value of INR 1/- per Equity Share and INR 2,82,37,424/- Preference Shares (CCPS) of the Face value of INR 21- per Equity Share respectively.

Post Private Placement there was no change in Authorized Share Capital and paid-up Capital of the Company.

10. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES:

During the year under review, the details of subsidiaries companies of the Company are given below:

1. Sudeep Nutrition private Limited - Wholly Owned Subsidiary of the Company,

2. Sudeep Advanced Materials Private Limited - Wholly Owned Subsidiary the Company

3. Sudeep BV Netherland - Wholly Owned Subsidiary of the Company,

4. *Nutrition Supply Services (NSS)- Wholly Owned Subsidiary of Sudeep BV Netherland and Step-down subsidiary of Sudeep Pharma Limited,

5. Sudeep Pharma USA INC-Wholly Owned Subsidiary of the Company,

* Not consolidated as acquired after 31st March 2025

During the year under review, as reported in the previous year report, the Company exited the joint venture entered into with Rettenmaier Asia Holding GmbH, Germany and Sujit Bhayani Family group retained the ownership and control of the Company. The Company was not a Subsidiary of any other Company or Body Corporate.

The Company has not attached the Balance Sheet, Statement of Profit & Loss Accounts and other documents of its Subsidiaries. As per the provisions of Section 129(3) read with Section 136 of the Companies Act, 2013, a statement containing brief financial details of the Subsidiaries and Associates for the Financial Year ended 31st March 2025, in Form AOC -1 is included in the Annual Report and shall form part of this Report as "Annexure III". The annual accounts of the said Subsidiaries and other related information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the Registered Office of the Company.

Further, pursuant to provisions of Section 136 of the Act, the financial statements, including Consolidated Financial Statements of the Company along with relevant documents and separate audited accounts in respect of Subsidiaries, are available on the website of the Company at https://www.sudeeppharma.com/financial-reports/.

During the year under review, on 24th August, 2024, the Company incorporated a new WOS in India in the name of SUDEEP ADVANCED MATERIALS PRIVATE LIMITED to manufacture, trade

and deal in all types of Anode and Cathode active battery materials used in various batteries for electric vehicles and energy storage devices.

11. AMOUNT TRANSFERED TO RESERVES:

Your directors do not propose to carry any reserve during the Financial Year ended 31st March, 2025.

12. DIRECTORS:

Your Companys Board comprises of the following directors:

Sr. No.	DIN	Name of Directors	Category	Date of appointment	Date of cessation
1.	01767427	Mr. Sujit Bhayani	Chairman & Managing Director	01.03.1995	NA
2.	08877823	Mr. ShanilBhayani	Whole Time Director	10.12.2021	NA
3.	10773491	Mr. Ajay Kandelkar	Whole Time Director	13.09.2024	NA
4.	01853823	Mr. Samaresh Parida	Independent Director	13.09.2024	NA
5.	02263845	Mr. Raghunandan Rao	Independent Director	13.09.2024	NA
6.	00177274	Mr. Sujit Gulati	Independent Director	13.09.2024	NA
7.	00165162	Ms. Reshma Patel	Independent Director	13.09.2024	NA
8.	00025654	Mr. Pranav Parikh*	Nominee Director	09.07.2024	NA
9.	07272449	Mr. Nils Uwe Gersonde	Director	26.10.2015	05.07.2024
10.	07201172	Dr. Michael Rudolf Hempe	Director	26.10.2015	05.07.2024

*Mr. PranavParikh resigned w.e.f. 13.06.2025

13. CHANGE IN CONSTITUTION OF THE BOARD OF DIRECTORS:

During the year under review, several changes took place in the composition of the Board of Directors in different categories, the details for the same are as follows:

a. Resignation of Directors:

During the year under review, Mr. Nils Uwe Gersonde and Dr. Michael Rudolf Hempe, resigned from the office w.e.f. 5th July 2024.

Investor J^omineoDireoton

Duringthe year under review, pursuant to Shareholders Agreement dated 02nd July, 2024, Board of Directors of the Company at its Meeting held on 9th July 2024 appointed Mr. Pranav Parikh, in the category of Professional and Non-Executive Director, termed as "Investor Nominee Director" Subsequently, necessary approval of the Shareholders was obtained for regularization of his appointment at the Extra Ordinary General Meeting of the Company held on 10th July 2024, to hold the office as "Investor Nominee Director".

During the year under review, Mr. Ajay Kandelkarwas appointed as an Additional Director in the category of Executive Director and Professional by the Board of Directors of the Company at its Meeting held on 13th September 2024. Subsequently, necessary approval of the Shareholders was obtained for his appointment at the Extra Ordinary General Meeting of the Company held on 26th October 2024, to hold the office of Whole Time Director for a period of up-to 5 consecutive years with effect from 13th September 2024.

During the year under review, Mr. Samaresh Parida, Mr. Sujit Gulati, Mr. Raghunandan Rao and Ms. Reshma Patel were respectively appointed as Additional Directors in the category of Independent Director (Non-Executive) by the Board of Directors of the Company at its Meeting held on 13th September 2024. Subsequently, necessary approval of the Shareholders was obtained for their appointment at the Extra Ordinary General Meeting of the Company held on 26th October 2024 to hold the office of Independent Director (Non-Executive) for a period of up-to 5 consecutive years with effect from 13th September 2024.

e. Re-appointment of Director as Managing Director and Whole time Director in the category of Executive Director:

During the year under review, Mr. Sujit Bhayani and Mr. Shanil Bhayani were reappointed

as Managing Director and Whole Time Director, respectively in the category of Executive Director and Promoter by the Board of Directors of the Company at its Meeting held on 10th December 2024. Subsequently, necessary approval of the Shareholders was obtained for their appointment at the Extra Ordinary General Meeting of the Company held on 10th December 2024, to hold the office of Managing Director and Whole Time Director, respectively for a period of up-to 5 consecutive years with effect from 1st January 2025.

f. App.Qjntnient^LBesignatiQa ofJMI&mpa oy Secretary;

During the year under review, Mr. Hardik Makwana redesignated as Manager-Secretarial & Compliances, who was earlier appointed as Company Secretary & Compliance Officer of the Company, with effect from 10th December 2024 and pursuant to Mr. Hardik Makwanas change in designation, Ms. Dimple Mehta, was appointed as Company Secretary & Compliance Officer with effect from 10th December 2024 who has joined the Organization on 23rd November 2024.

Re-appoi ntment:

At the 36th Annual General Meeting (AGM), following appointment / re-appointment is being proposed:

Mr. Sujit Bhayani. Managing Director (DIN: 01767427). shall retire bv rotation and being eligible, offers himself, for re-appointment.

Details of the proposal for the re-appointment of Mr. Sujit Bhayani along with his brief resume is mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 36th AGM.

The Board recommends the re-appointment / appointment of the above Director.

14. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFEICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations).

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Independent Directors, other than payment of sitting fees and reimbursement of expenses for attending meetings of Board and Committee thereof in accordance with the provisions of Act and Listing Regulations.

15. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION AS PER APPLICABLE PROVISIONS OF SECTION 178 OF THE COMPANIES ACT, 2013:

The provisions of Section 178 of the Companies Act, 2013 relating to constitution of Nomination and Remuneration Committee and other related matters are in place.

16. A STATEMENT INDICATING THE MANNER IN WHICH THE FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year under review, the Company has conducted an Independent Directors Meeting on 27th March 2025 to evaluate the Board and the Committees. Subsequently, the Board has also evaluated the individual Directors at their meeting held on 27th March 2025.

17. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, considering the business exigencies, the Board of Directors of the Company met "16" times, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minutes book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under Section 173 of the Companies Act, 2013.

The relevant details of the meetings held during the year and attendance of each director, are as under:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	15-04-2024	2	2
2.	29-05-2024	2	4
3.	01-07-2024	2	2
4.	05-07-2024	2	3
5.	06-07-2024	2	2
6.	06-07-2024	2	2
7.	08-07-2024	2	2
8.	09-07-2024	3	2
9.	10-07-2024	3	3
10.	17-08-2024	3	3
11.	13-09-2024	3	3
12.	04-10-2024	8	7
13.	26-10-2024	8	8
14.	26-10-2024	8	8
15.	10-12-2024	8	8
16.	27-03-2025	8	7

 

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended	Whether attended the last AGM attendance
1.	Mr. Sujit Bhayani	16	16	Yes
2.	Mr. Shanil Bhayani	16	16	Yes
3	Mr. Ajay Kandelkar @	16	6	NA
4.	Mr. Samaresh Parida @	16	5	NA
5.	Mr. Raghunandan Rao @	16	6	NA
6.	Mr. Sujit Gulati @	16	6	NA
7.	Ms. Reshma Patel @	16	5	NA
8.	Mr. Pranav Parikh*	16	8	NA
9.	Mr. Nils Uwe Gersonde #	16	2	NA
10.	Dr. Michael Rudolf Hempe $	16	1	NA

# Mr. Nils Uwe Gersonde resigned w.e.f. 05.07.2024 $Dr. Michael Rudolf Hempe resigned w.e.f. 05.07.2024 *Mr. Pranav Parikh resigned w.e.f. 13.06.2025

@Mr. Ajay Kandelkarwas appointed as Whole Time Director and Mr. Samresh Parida, Mr. Raghunandan Rao, Mr. Sujit Gulati and Ms. Reshma Patel were appointed as Independent Directors of the Company w. e. f. 13th September2024.

18. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

The details of Audit Committee meetings held duringthe year under review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
1.	Mr. Samaresh Parida	1	1
2.	Ms. Reshma Patel	1	1
3	Mr. Sujit Bhayani	1	1

The details of Nomination & Remuneration Committee meetings held duringthe year under

review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
1.	Ms. Reshma Patel	2	2
2.	Mr. Samaresh Parida	2	2
3	Mr. Pranav Parikh*	2	2

*Mr. Pranav Parikh resigned w. e.f. 13.06.2025 and due to his resignation, the Committee got reconstituted and the Board has Appointed Mr. Sujit Gulati as a Member of the Committee w.e.f. 17.06.2025.

The details of Corporate Social Responsibility Committee meetings held during the year under review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
1.	Mr. Sujit Bhayani	2	2
2.	Mr. Shanil Bhayani	2	2
3.	Mr. Pranav Parikh	2	2
4.	Ms. Reshma Patel	2	1

*Mr. Pranav Parikh resigned w. e. f. 13.06.2025. The Board took note that as per the existing composition of the Committee it is not required to appoint another member in the Committee.

The details of Stakeholders Relationship Committee meetings held during the year under review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
1.	Mr. Sujit Gulati	1	1
2.	Mr. Raghunandan Rao	1	1
3	Mr. Sujit Bhayani	1	1
4.	Mr. Shanil Bhayani	1	1

The details of Risk Management Committee meetings held duringthe year under review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
1.	Mr. Raghunandan Rao	1	1
2.	Mr. Sujit Gulati	1	1
3	Mr. Sujit Bhayani	1	1
4.	Mr. Shanil Bhayani	1	1
5.	Mr. Pranav Parikh*	1	1

*Mr. Pranav Parikh resigned w.e.f. 13.06.2025. The Board took note that as per the existing composition of the Committee it is not required to appoint another member in the Committee.

The details of Finance Committee meetings held during the year under review are as follows:

Sr. No.	Name of the Directors	No. of meetings held	No. of meetings attended
3	Mr. Sujit Bhayani	2	1
4.	Mr. Shanil Bhayani	2	1
5.	Mr. Pranav Parikh*	2	2
4.	Mr. Ajay Kandelkar	2	2

*Mr. Pranav Parikh resigned w.e.f. 13.06.2025. The Board took note that as per the existing composition of the Committee it is not required to appoint another member in the Committee.

The details of Initial Public Offer Committee meetings held during the year under review are as follows:

During the year under review there was no meeting for IPO Committee.

19. MEETINGS OF THE MEMBERS:

A. Particulars of the Annual General Meeting of the Company held during the year under review:

During the year under review, the Company has conducted the 35th Annual General Meeting (AGM) on 17th August 2024 for the last Financial Year ended on 31st March, 2024, the details whereof are furnished herein below:

Sr. No.	Date of AGM	Total number of members entitled to attend the meeting	Number of members attended the meeting	% of holding
1.	17.08.2024	8	7	94.65%

B. Particulars of the Extra-Ordinary General Meeting of the Company held duringthe year under review

During the year under review, the Company has conducted "06" Extra-Ordinary General Meetings (EOGM), the details whereof are furnished herein below:

Sr. No.	Date of EOGM	Total number of members entitled to attend the meeting	Number of members attended the meeting	% of holding
1.	06-07-2024	5	5	100%
2.	06-07-2024	5	5	100%
3	10-07-2024	8	8	100%
4.	26-10-2024	8	8	100%
5.	10-12-2024	8	8	100%
6.	31-03-2025	8	8	100%

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

(A) Your Company has provided Corporate Guarantee on behalf its Wholly Owned Subsidiary i.e. Sudeep Nutrition Private Limited to Citi Bank in the Financial Year 2021 -22. Post that there has been no Corporate Guarantee provided by the Company till now.

(B) The Company has invested INR 10 Lakhs by subscribing 1,00,000 fully paid-up Equity Shares of its Subsidiary Company namely Sudeep Advance Materials Private Limited ("SAMP") of the face value of INR 10/- each. Except this, there were no investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

(C) The Company has advanced inter corporate loan(s), aggregating to INR 75,00,000/- and INR 13,00,00,000/- (Cumulative figure) to its Subsidiary Company namely, Sudeep Advance Materials Private Limited and Sudeep Nutrition Private limited respectively.

(D) Pursuant to the provisions of Section 186 of the Companies Act, 2013, the Company has held an outstanding investment of Euro 2,00,000 in the form of securities of bodies corporate in Sudeep Pharma B V.

For further details please refer note nos.: 5 & 6 of the Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2025.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of this report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES:

Duringthe year under review, in the ordinary course of its business, the Company has entered in to contractual arrangements with related parties on arms length basis, the particulars of which are furnished in the Form AOC-2 which is attached as Annexure: 1 to this report. (Annexure: 1)

24. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your Company, who was employed throughout the Financial Year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the Financial Year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.

Moreover, the details of employees as on 31st March, 2025 are given herein below:

Sr. No.	Type of Employee	Number
1.	Male	427
2.	Female	53
3.	Transgender	0
Total		480

*Note: we have not considered the contract workers as a part of employee.

25. SHARES:

The Company has not bought back any of its securities duringthe year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

The information about issue of Bonus Equity shares and Bonus Preference shares are provided at Para No. 9 of this Report.

d. EMPLOYEES STOCK OPTION PLAN;

During the period under review, the Company did not provide any Stock Option Scheme to the employees.

e. ANY OTHER ISSUE OF SHARES INCLUDING RIGHTS ISSUER-PRIVATE PLACEMENT

AUTHORIZED SHARE CAPITAL / REDEMPTION QF REDEEMABLE PREFERENCE SHARES;

During the year under review, there was change in Authorised and Paid-up Share Capital of the Company, respectively. Except issue of Bonus equity shares and Bonus Preference shares, the Company did not offer any further shares either under rights issue or through preferential allotment of shares.

Please refer Para No. 9 of this report for a detailed disclosure.

f. PROPOSED IPO;

Your Company has officially filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), initiating the process for its proposed initial public offering. The offer comprises a fresh issue of equity shares worth ?95 crore, alongwith an offer for sale by the promoter group of up to 1,00,76,492 shares. The Company is known for manufacturing excipients and specialty ingredients for pharmaceutical, food, and nutrition markets. The fresh capital raised will be directed primarily toward capital expenditure to upgrade machinery at its Nandesari Facility I and support other general corporate requirements. Your directors are hopeful to receive all necessary approvals of SEBI, BSE and NSE in relation to its IPO in due course.

26. DEPOSITS:

During the period under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("Act") read with The Companies (Acceptance of Deposits) Rules, 2014.

A. The details relating to deposits received from Directors and / or their relatives (exempted deposits in case of private limited company vide notification no GSR 464(E) dated 05th June, 2015.

-Amount received from Directors during the year: NIL

-Amount remained unpaid or unclaimed as at the end of the year: NIL

-Amount outstanding as at the end of the year: NIL

B. The details relating to deposits, covered under Chapter V of the Act:

-Amount received from Shareholders during the year: NIL -Amount remained unpaid or unclaimed as at the end of the year: NIL -Amount outstanding as at the end of the year: NIL

-Whether there has been any default in repayment of deposits or payment of interest thereon duringthe year and if so, number of such cases and the total amount involved:

(a) At the beginning of the year: NIL,

(b) Maximum during the year: NIL and

(c) At the end of the year: NIL

Hence, the requirementfor furnishing the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

27. STATUTORY AUDITORS:

M/s. B S R and Co., Chartered Accountants, Vadodara, having firm registration number: 128510W were appointed as Statutory Auditors for a period of 5 years in the 33rd Annual General Meeting (AGM) held on 28th June 2022 i.e. up to the conclusion of the AGM to be held in relation to the Financial Year 2026-27. The said Auditors will carry out the Audit pertaining to Financial Year 2026-27 on the terms of remuneration to be decided mutually.

28. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) issued by Mr. Hemang Mehta, proprietor of H. M. Mehta & Associates, Vadodara is annexed herewith as "Annexure - V". The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

29. COST AUDITORS:

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of manufacturing of Packaging Machines are required to be audited by a Cost Accountant.

Your directors have appointed M/s. Chetan Gandhi & Associates, Cost Accountants (firm registration number.: 101341) to carry-out the audit of the cost accounts and records of the Company for the Financial Year 2024-25 on a remuneration of INR 50,000/-.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

31. INTERNAL AUDITOR:

During the year under review, the provisions of Section 138(1) of Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014 were applicable to the Company. Accordingly, your directors have appointed M/s. Chirag Bhatt & Associates, Chartered Accountants, Vadodara, having Firm Registration No.: 148286W to conduct the Internal Audit of the Company for the Financial Year 2024-25.

32. FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12):

There were no frauds reported by the auditors under Section 143(12) of Companies Act, 2013 during their course of audit for the Financial Year 2024-2025.

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Complaints Committee ("IC Committee"). The composition of the IC Committee is as follows:

Sr No.	Name of the Member	Designation in the Organization	Designation in the IC Committee
1	Ms. Avani Belapurkar	Management Employee	Chairperson
2	Ms. Sneha Chaudhary	Management Employee	Member
3	Mr. Ishwar Nayi	Management Employee	Member
4	Mr. GauravTripathi	Management Employee	Member
5	Ms. Krupa Vyas	Consultant	Member

Further, the details required as per the Notification no. G.S.R. 357(E) dated 30th May, 2025, are furnished herein below:

1.	Number of complaints of sexual harassment received in the year	Nil
2.	Number of complaints disposed-off during the year	Nil
3.	Number of cases pending for more than ninety days	Nil

34. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the Financial Year under review, there were NO application(s) made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial Year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

37. SECRETARIAL STANDARDS:

Your Company has complied with the Secretarial Standard-1 (Board Meetings) and Secretarial Standard-2 (General Meetings) (together referred to as the "Secretarial Standards"), as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

38. INTERNAL CONTROL SYSTEMS:

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the provisions of Section 134(3) (m) of the Companies Act, 2013 are furnished vide Annexure-2to the Board Report attached herewith.

40. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, is applicable to the Company and it is complied with.

41. CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed CSR Policy and it is in the process of implementing the CSR activities during the year under review. The Annual Report on Companys CSR activities of the Company is furnished in Annexure: IV and attached to this report.

42. STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

During the year, the risk assessment parameters were reviewed. In the opinion of the Board, there are no major elements of risk which has the potential of threatening the existence of the Company.

43. APPLICABILITY OF THE AUDIT TRAIL AS PER RULE-11 OF THE COMPANIES (AUDIT AND AUDITORS) RULES 2014:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31st March, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

44. APPOINTMENT OF DESIGNATED PERSON AS PER RULE-9 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014:

In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company has appointed Mr. Sujit Bhayani, Managing Director and Mr. Shanil Bhayani, Whole Time Director as Beneficial Owner Officer ("BOO").

45. OBTAINING THE INTERNATIONAL SECURITY IDENTIFICATION NUMBER ("ISIN") BY NONSMALL COMPANIES AS PER THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) SECOND AMENDMENT RULES, 2023:

As per the provisions of the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, the Company has appointed MUFG intime India private limited as its Registrar and Transfer Agent and also obtained ISIN viz, INE0QPI01025 (Equity Shares) and INEOQPI03021 (Preference shares) from the National Securities Depository Limited ("NSDL"). The securities of the Company are being issued and held in demat form.

46. ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels. Your Board also wishes to place on record its appreciation for the services rendered by its auditors, consultants, business partners, bankers, service providers as well as regulatory and government authorities for extending support and placing their faith and trust on the Board.