titan biotech Directors report

To the Members,

The Directors present this 31^stAnnual Report of Titan Biotech Limited along with the audited financial statements for the financial year ended March 31, 2023.

The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

(Amt. in Lakhs of Rupees)

	Standalone		Consolidated
Particulars	Current Year 2022-2023	Previous Year 2021-2022	Current Year 2022-2023	Previous Year 2021-2022
Revenue from operations	14,399.93	12354.88	14,399.93	15,280.97
Other income	194.31	94.12	194.31	102.25
Revenue	14,594.24	12449.01	14,594.24	15,383.22
Expenses
Operating expenditure	11459.40	9236.81	11459.40	11,181.29
Profit for the year before depreciation, Finance Costs, exceptional item and tax	2,488.36	3212.19	2,488.36	4201.93
Less: Finance Costs	63.20	78.38	63.20	128.26
Less: Depreciation	260.04	236.91	260.04	253.84
Profit/Loss before tax and exceptional item	2,811.60	2896.90	2,811.60	3819.83
Provision for Taxation	709.12	728.47	709.12	964.52
Exceptional item	-	-	-	-
Profit/Loss after Tax	2,102.48	2168..44	2,102.48	2855.31
Share in profit of associate	-	-	381.93	-
Profit/Loss	2,102.48	2168..44	2,484.41	2,168.44
Other Comprehensive Income (Net of Tax)	6.21	(2.08)	6.21	(2.08)
Total Comprehensive Income for the period	2,108.69	2,166.36	2,490.62	2,166.36
EPS (in Rs.)	25.44	26.24	25.44	26.24

2. PERFORMANCE AND REVIEW

The total revenue for FY 2023 was Rs. 14,594.24 /- lakhs, increase by 17 % percent over the previous years revenue of Rs. 12,449.00/- lakhs. The profit after tax ("PAT") for FY 2023 and FY 2022 was Rs. 2,490.62/- lakhs and Rs. 2,166.36/- Lacs, respectively.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of associate Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as"Annexure-1".

4. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 15 (Fifteen) times during 2022-2023. The details of the meetings attended by each Director is provided in the Corporate Governance Report attached to the Directors Report. The Board met fifteen timesduring the year 2022-2023, on21 April 2022, 19 May 2022, 30 May 2022, 16 June 2022, 16 July 2022, 10 August 2022, 26 August 2022, 17 September 2022, 01 October 2022, 19 October 2022, 14 November 2022, 10 January 2023, 04 February 2023, 01 March 2023, and 27 March 2023. The gap between any two Board Meetings did not exceed 120 days.

Name of Director	Status	No. of Board Meetings attend during 2022-2023
Mr. Naresh Kumar Singla	Managing Director -Executive Director	13
Mr. Suresh Chand Singla	Managing Director-Executive Director	13
Mrs. Manju Singla	Non-Executive Woman Director	15
Ms. Supriya Singla	Non-Executive Director	15
Mr. Abhishek Agarwal	Non-Executive Independent	7
Mrs. Rekha Dalmia	Non-Executive Independent	15
Mr. Rohit Jain	Non-Executive Independent	15
Mr. Raja Singla	Whole Time DIrector-Executive Director	7

5. COMMITTEES OF THE BOARD OF DIRECTORS • Audit Committee

The details pertaining to the composition of the Audit Committee and other details are included in the Corporate Governance Report, which is a part of this report.

• Nomination &Remuneration Committee

The details pertaining to the composition of the Nomination & Remuneration Committee and other details are included in the Corporate Governance Report, which is a part of this report.

• Stakeholder Relationship Committee

The details pertaining to the composition of the Stakeholders Relationship Committee and other details are included in the Corporate Governance Report, which is a part of this report.

• Corporate Social Responsibility Committee

The details pertaining to the composition of the Corporate Social Responsibility Committee and other details are included in the Corporate Governance Report, which is a part of this report.

6. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 18/03/2023. All the independent directors were present in the meeting.

7. STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

8. FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new marketsby participating in important exhibitions, conferences and seminars in and outside India and doingaggressive marketing and advertisement to tap the market. The Company is developing product for health supplement.

9. FIXED DEPOSIT

During the period of under review, the Company has not accepted any deposits.

10. DIVIDEND

The Board of Directors at their meeting held on May 29, 2023, has recommended payment of Rs.1.80/- (@18%) per equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31,2023.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

11. TRANSFER TO RESERVES

A Sum of Rs. 2,102.48 /- lakhs was transferred to General Reserves out of the Profits for the Current year and the retained earning increased from Rs. 6,921.68/- lakhs to Rs. 8,900.21/- lakhs..

12. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly apprised with the overview of Company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all regulatory & policy changes.

13. POLICIES ADOPTED BY COMPANY

The policies of the Company are placed on the website of the Company at: www.titanbiotechltd.com in investors sub link.

14. MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With improvement in Building and Modernisation of Existing Plant, Company will be able to cater the needs of its customers in a better way and provide high quality products meeting international standards to its domestic as well as overseas customers.

15. DIRECTORS

Mrs. Manju Singla and Mr. Raja Singla shall retire in this Annual general meeting and being eligible offers herself/himself for reappointment. A resolution seeking shareholders approval for her re-appointment along with other required details forms part of the Notice. The details of remuneration of Directors may be referred to in the Corporate GovernanceReport.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI 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 non-executive directors of the Company had

no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Singla and Mr. Suresh Chand Singla, Managing Director, Mr. Raja Singla, Whole Time Director, Mr. Prem Shankar Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the Directors had prepared the accounts for the financial year ended 31^st March, 2023 on a going concern basis.

(5) The Directors had laid down se to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

17. AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s A N S K & Associates, Chartered Accountants (Firm Registration No.:026177N)were appointed as Statutory Auditors of the Company from the conclusion of 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

The notes on account referred to in Auditors Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Auditors Report on the financial statements of the Company for the financial year ended March 31,2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors Report is enclosed with the financial statements forming part of the annual report.

Secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2023. The Report of the Secretarial Auditor is annexed as "Annexure 5" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the recommendation from the Committee on Corporate Governance, constituted by the Government, in its report dated October 05, 2017, and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under, consequent to which, the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an "Annexure-6".

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Sanjay Kumar Garg & Associates, Cost Accountants, Firms Registration Number 100292) have been appointed as Cost Auditors for the financial year 2022-23 & 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act..

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive F.Y from 2021-22 to 2022-23.

Further, the Committee has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

18. STATUTORY AUDITORS REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are selfexplanatory.

19. SECRETARIAL AUDITORS REMARK

The report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange inflows of Rs. 4578.84/- lakhs and foreign exchange outflows of Rs. 2157.14 lakhs of foreign exchange.

21. LISTING OF SHARES

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the BSE Limited and will continue to be listed there.

c) Company has paid annual listing fees for the Financial Year 2022-2023 to BSE Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

BSE Limited PhirozeJeejeebhoy Tower,

Dalal Street, Mumbai Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2022-2023.

Plant Locations

• A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

• E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

• F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan - 301019

22. SHARE CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital ofthe Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of the Company stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)

23. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the Company is a listed public Company. Currently Company have Mrs. Manju Singla, one-woman Director in their Board.

24. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the Company, from the last financial year to end of the financial year of the Company to which the financial statements relate and the date of the report. Stakeholders are advice to refer note standalone financial statement for the year ended 31^stMarch, 2023 as included in this annual report. For more clarity kindly go through Notesof standalone financial statement for the year ended 31^stMarch, 2023.

25. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 inForm AOC-2 is not applicable.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2022-2023, which may adversely impact the status of ongoing concern and operations in future.

27. DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act,2013 read with Companies (Amendment) Act, 2015.

28. CHANGE IN DIRECTORS ANDKEY MANAGERIAL PERSONNEL

There waschange in the composition of the Board of Directors andKey Managerial Personnel of the Company during the year 2022-2023.

During the year Mr. Abhishek Agarwal and Mr. Raja Singla is appointed as Non-Executive Independent Director and Whole Time Director (Executive Director) of the Company.

Further There was change in the composition of the Board of Directors and Key Managerial Personnel of the Company after closing of the financial year 2022-2023.

1. Mrs. Rekha Dalmia has resigned as Independent Director from the Board w.e.f 25/07/2023.

29. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^stMarch, 2023.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

31. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary.

The important particulars of financial data of Associate Company has been provided in Form AOC-1.

32. VIGIL MECHANISM

The Company has established policy for Vigil Mechanism and the same is placed on the website of the Company at www.titanbiotechltd.com

33. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures. The Board of Directors dont foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. Its regularly analyses and takes corrective actions for managing / mitigating the same. The Companys Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached as "Annexure-2" and forms part of the Directors Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in "Annexure -3" to this Report.

36. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent directors being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of 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.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

37. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company at www.titanbiotechltd.com.

Whereas the term of the KMP (other than the Managing Director/Whole-time Director/Manager) and Senior Management shall be governed by the prevailing HR policies of the Company.

38. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Directors Report.

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

39. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report for the financial year ended 31^st March, 2023 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is given separately with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

40. SECRETARIAL STANDARDS

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

41. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and

Protection Fund Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend and shares during FY 2022-23. Same is available in Corporate Governance Report.

42. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place aPrevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employee (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during the financial year 20222023.

No of Complaints received: Nil No of complaints disposed off: N.A

43. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year 2022-2023 is available on the website of the Company at www.titanbiotechltd.com.

44. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as "Annexure -4".

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

45. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for directors appointment and remuneration is uploaded in the website www.titanbiotechltd.com.

46. OTHER DISCLOSURE

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 reasons thereof:

a. There were no transaction requiring disclosure or reporting in respect of matter relating to instance of onetime settlement with any bank or financial institution.

b. Details of application made or any proceedings 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:

During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

47. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

48. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For Titan Biotech Limited	for Titan Biotech Limited
Suresh Chand Singla	Naresh Kumar Singla
Managing Director	Managing Director
DIN: 00027706	DIN: 00027448
Date: 01/09/2023
Place: Delhi