Mercury Laboratories Ltd Directors Report

To,

The Members,

Mercury Laboratories Limited

Your Directors have pleasure in presenting the 43^rd Annual Report of Mercury Laboratories Limited (the Company) on the business and operations of the Company together with the audited financial statements for the financial year ended on March 31,2024.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year ended March 31,2024 along with figures of previous financial year is summarized below:

Particulars	(Rs in Lakhs)
	2023-24	2022-23
Revenue from Operations	7,555.90	7,533.37
Gross Profit before Depreciation Interest & Tax	1,0 11.88	1,028.98
Less: Interest	38.30	36.19
Less: Depreciation	281.55	248.33
Profit before Exceptional Items , Extra Ordinary Items & Tax	692.03	744.46
Exceptional Items	-	-
Extra-Ordinary Item	-	-
Profit before Tax	692.03	744.46
Less: Current Tax including Income Tax of Previous Year &	126.61	186.58
Deferred Tax
Profit of the year	565.42	557.88
Add: Balance brought forward from the previous year	419.71	253.83
Less: Dividend paid for the previous year	(42.00)	(42.00)
Less: Transfer to G eneral Reserve	(350.00)	(350.00)
Balance to be carried forward	593.13	419.71
*Earni ng Per Share
Basic	47.12	46.49
Diluted	47.12	46.49

*Equity Shares are at par value of f 10 per share.

2. Dividend:

Your Directors have recommended Final Dividend of f 3.5/- (i.e. 35%) per Equity Share of f 10 each for the financial year ended on March 31,2024. The said dividend, if approved by the shareholders, would involve a cash outflow of f 42.00 Lakhs. The dividend, if declared, is subject to deduction of Tax at source in accordance with applicable provisions. The Dividend Distribution Policy of the Company is set out as Annexure-A. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (here in after referred to as ‘SEBI Listing Regulations) is also available on the website of the Company at https://investor.mercurylabs.com/wp-content/uploads/2022/03/DIVIDEND- DISTRIBUTION-POICY-2.pdf

3. Transfer to Reserves:

Your Company transferred an amount of f 350.00 Lakhs to the General Reserve during the Financial Year ended on March 31,2024.

4. Financial Performance and Operations Review:

During the year ended on March 31, 2024 your company registered Rs. 7,555.90 Lakhs revenue from operations compared to Rs. 7,533.37 Lakhs in the previous year. Revenue from domestic business increased by 2.40%. Profit before tax is decreased by 7.57% to Rs. 692.03 Lakhs from Rs. 744.46 Lakhs. Net profit after tax (before OCI) increased by 1.33% as compared to previous year. The Company registered a net profit after tax (before OCI) of Rs. 565.42 Lakhs as compared to net profit of Rs. 557.88 Lakhs for the previous year ended March 31,2023.

5. Future Prospects:

India has become the fifth largest economy in the world, overtaking UK in September 2022, by moving up from 11^th position in 2014. “I say with confidence that India will become the third largest economy in the world in next five years”, says our Honble Prime Minister, Shri. Narendra Modi.

The Honble Finance Minister, Smt. Nirmala Sitaraman states while presenting the Interim Budget-2024, “India will be a developed economy by 2047” and proposes to make major provisions for innovation in the Budget of July 2024. Our Honble Minister of Commerce & Industry, Shri.Piyush Goyal says India becoming a USD 5 trillion economy is round the corner.

Our Indian Pharma Industry Association, is also poised for providing logistic support for quality growth and capitalintensive investment in coming years, as is evident. Our industry is poised for substantial growth in the coming decade by providing abundant opportunities for companies of various sizes and capabilities. The current value at USD 50 billion, the industry is roughly divided equally by export revenue and domestic revenue. The projections suggest that it is set to achieve a compound annual growth rate (CAGR) of 10% until 2047, reaching a staggering USD 500 billion industry. Over the next 5-10 years, we have the objective of achieving USD 73 billion and USD 120 billion respectively.

Our success can be attributed to various factors, including a large pool of skilled professionals, cost-effective manufacturing capabilities, and a robust regulatory frame work. The Contract Development and Manufacturing Organizations (CDMOs) and The Contract Manufacturing Organizations (CMOs) can play a pivotal role in supporting and sustaining Indias position in the global pharmaceutical landscape. According to Mordor intelligence, The India CMO market size is estimated at USD 22.5 billion in 2024, and is expected to reach USD 50 billion by 2030, growing at a CAGR of 14.67%.

Indias strategic geographical location provides an advantage for international logistics. The countrys proximity to key markets, coupled with well-developed transportation infrastructure, ensures efficient and timely delivery of pharmaceutical products.

MANAGEMENT DISCUSSIONS AND ANALYSIS

As stipulated by regulation 34(3) read with Schedule V(B) of the SEBI Listing Regulations, Management Discussion and Analysis forms parts of this report.

a) Industry Structure and Development

The government of India introduced administrative and effective implementation of Revised Schedule-M equivalent to international regulatory standard. The government also re-organized Regulatory education infrastructure by creating national pharmaceutical of India by replacing Pharmacy Council of India. The aim and objective is to improve smart learning to achieve smart quality products from time to time. Government also strengthen regulatory department, distribution department, storage conditions etc. All these activities will resultant into good quality products at affordable price available to common people in next near future. The act of this will enhance trust and enhance quality of the product, integrity and level of confidence in our industry.

b) Outlook, Risks and Concerns

The global growth is projected to 3% for the year 2023-24, however the current scenario, geo political situation war between Israel and Gaza, war situation with Ukraine & Russia, China & Taiwan, leads to disruptions in the global supply chain affecting availability of raw materials and components necessary for drug manufacturing. This may likely to generate short supply of medicines. These geo political conflicts can leads to volatile currency fluctuations.

As stated earlier, we expect Health requirement India will increase number of folds and in particular it will grow life style diseases like Cardiac, Hypertension and Geriatric. Our industry will become ever Sun Rise industry by 2047 in respect of Healthcare.

c) Economic overview & Global pharma landscape

Amid a challenging global economic landscape and deteriorating geopolitical conditions, India continues to shine as a bright spot. It is the fifth-largest economy in the world and is poised to retain its position as the worlds fastest-growing major economy. Its GDP growth remained buoyant at 7.3% in FY 2023-24 as against 7.2% in FY.

The Global economy is expected to experience moderate growth in FY 2023-24. The IMF projects global GDP growth to stabilize around 2.9 % in 2023, with slight improvements in 2024. This growth is uneven across regions, with emerging markets and developing economies outpacing advance economies. Inflation remains a concern, particularly in advanced economies. Central banks are expected to maintain tight monetary policies to control inflation, which could affect economic activity and consumer spending, including healthcare.

Healthcare spending continues to rise globally, driven by aging populations, the increasing prevalence of chronic diseases, and the aftermath of the COVID-19 pandemic. Governments and private sectors are prioritizing investments in healthcare infrastructure, which bodes well for pharmaceutical sector.

d) Financial Performance and Operation Review

During Financial Year 2023-24, revenue of the Company was f 7,555.90 Lakhs as compared to f 7,533.37 Lakhs for the previous year ended March 31,2023 (Increase in revenue by 0.30% from the previous year).The Company registered a net profit (before OCI) of f 565.42 Lakhs as compared to net profit of f 557.88 Lakhs for the previous year ended March 31,2023. Return on Net Worth has been decreased to 11.12% from 12.98% mainly due to no increase in sales.

f in Lakhs

Break-up of Sales	2023-24	2022-23	Growth / (Degrowth) In terms of %
Domestic	4,709.07	4,595.98	2.40 %
Deemed Exports	975.74	1,029.72	(5.53)%
Direct Exports	1,871.09	1,907.67	(1.95)%
Total	7,555.90	7,533.37

Details of significant changes in key Financial ratios given at Note No. 62 of the Notes to financial statements.

e) Internal Control System and its adequacy

The Company has adopted policies and procedures covering all financial, operating and compliance functions. Mercury Laboratories believes that internal control is a prerequisite for governance and that business plans should be exercised within a framework of checks and balances. The Company has adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business.

The internal control system provides for all documented policies, guidelines, authorization and approval procedures. The Company has an internal audit department which carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Further the Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

f) Human Resources

The Company values its employees as the most important asset and integral to its growth and competitive position. We promote a conducive, productive and harmonious work environment. We also motivate employees with recognition and rewards and support them through various training programs to enhance their skills and competencies. The company has built a competent team to handle challenging assignments. The Companys employee strength stood at 482 as on March 31,2024.

g) Threats

Drug Price Control:

The Health Ministry keeps on revising the list of Drugs under price control. It is likely that the Government may bring more drugs and formulations under price control or change the mechanism of calculating the ceiling price of the drugs, which are under the ambit of the revised policy, which in turn will affect the net margins of the Company.

Generics:

The Government of India is continuously bringing in policies to shift the market towards generic products. The implementation of this process requires action by all stakeholders. This may have impact on future business strategies of the Company.

Manufacturing & Supplying Risk:

Although a major portion of the Companys finished formulations and injectable are being manufactured at inhouse facilities, the Company also depends on its suppliers for sourcing of its raw materials. Any significant disruption at in-house facilities or any of its suppliers locations due to economic, geo political & social factors or any other event may impair the Companys ability to meet the markets demand on a timely basis. In addition, the Companys manufacturing capabilities could be impacted by quality deficiencies in the products, which its suppliers provide, leading to impact on its financial performance.

Currency fluctuation risks:

Foreign currency risks arise out of overseas operations and financing activities. Exchange rate volatility significantly impacts earnings and net equity because of invoicing in foreign currencies, expenditure in foreign currencies and foreign currency borrowings. The Company has a defined foreign exchange risk management framework to manage these risks excluding translation risks.

International Taxation:

As the Company has potential tax exposure resulting from application of varying laws and interpretations, which include intercompany transactions with related parties in relation to various aspects of business. Although the Company believes, its cross border transactions between affiliates are based on internationally accepted practices, tax authorities in various jurisdictions may have different views or interpretations and subsequently challenge the amount of profits taxed in their jurisdiction resulting into increase in tax liability including interest and penalties causing the tax expenses to increase.

h) Formulation and Developments

The Company always works on quality and cost reduction by developing in house and re-engineering formulations. Company always consider Formulation and Development as crucial for sustain growth of the Company and tries to introduce newer and newer delivery systems for products available with regard to time by enhancing therapeutic values. To achieve this objective, we have experienced and qualified pharmacists whose activity is to maintain and find out newer and newer delivery system. This will help to the company to maintain its material consumption ratio.

I) Cautionary Statement

Certain statements in the above Report may be forward looking and are stated as required by the legislations in force. The actual results may be affected by many factors that may be different from what is envisaged in terms of future performance and the outlook presented above.

6. Directors Responsibility Statement

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

a. In the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. Your Directors 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 March 31, 2024 and of the Profit of the Company for the year ended on that date;

c. Your Directors 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;

d. Your Directors have prepared the annual accounts on a going concern basis;

e. Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;and

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

7. Directors

During the year under review, following changes occurred in the position of Directors of the Company:

• In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Paresh J Mistry(DIN: 07893645), Non- Executive Director of the Company is liable to retire by rotation at the ensuing 43^rd Annual General Meeting and being eligible, offered himself for reappointment. The retirement of director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the Companies Act, 2013.

• There were no changes in Chief Financial Officer and Company Secretary of the Company during the year under review.

Necessary resolutions for re-appointment of the aforesaid directors and their detailed profiles have been included in the notice convening the ensuing AGM and details of proposal for appointment / reappointment are mentioned in the explanatory statement of the notice. Your directors commend their re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company except Mr. Paresh J Mistry, Director of the Company who is being paid of holding position of Purchase Manager in the Company

Key Managerial Personnel as at March 31,2024 are as under:

1. Mr. Rajendra R Shah, Managing Director

2. Mr. Ashish Vasavada, Chief Financial Officer

3. Ms. Krishna Shah, Company Secretary

8. Number of Meetings of the Board and Committees

Four Meetings of the Board were held during the year on May 05, 2023, August 05, 2023, November 08, 2023 & February 12, 2024. For details of the meetings of the Board and Committees, please refer to the Corporate Governance Report, which forms part of this report. The maximum interval between any two meetings did not Exceed 120 days, as prescribed by the Act and Listing Regulations.

9. Nomination Remuneration Policy

The Policy on appointment and remuneration of directors, key managerial persons (KMP) and senior management including criteria for determining qualifications, positive attributes and directors independence as required under Section 178(3) of the Act, and Regulation 19 read with Schedule II Part D of SEBI Listing Regulations has been formulated by the Company. Policy on Nomination and Remuneration of Directors, Key / Senior Managerial Personnel may be accessed on the Companys website at: https://investor.mercurylabs.com/wp- content/uploads/2019/11/NOMINATION-AND-REMUNERATION-POLICY.pdf

The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI Listing Regulations. Further details on the same are given in the Corporate Governance Report which forms part of this Annual Report.

10. Board Evaluation

Pursuant to SEBI (Listing Obligations & 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 performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

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 the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

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, its committees and individual directors was also discussed.

11. Internal Financial Control Systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

12. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. Share Capital

The paid-up Equity Share Capital of the Company as at March 31,2024 is Rs. 120 Lakhs. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

14. Risk Management

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks is getting managed within a unitary framework. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

15. Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. Regular employee training programs are carried out in the manufacturing facilities on safety, environment and health.

16. Particulars of Loans, Guarantees or Investments

The Company has not provided any loans and guarantees and no investments made pursuant to Section 186 of the Companies Act, 2013 during the year ended on March 31,2024. Details of loans, guarantees and investments covered under section 186 of the Act are given in the notes to the Financial Statements.

17. Particulars of contracts or arrangements with related parties:

There are no materially significant related party transactions made by the Company with related parties which may have potential conflict of interest with the Company at large. As a matter of policy, your Company carries out transactions with related parties on an arms length basis. Statement of these transactions is given at Note No. 48 of the Notes to financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification in prescribed Form AOC-2 is furnished as ‘Annexure-B to this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https://investor.mercurylabs.com/wp- content/uploads/2023/02/Related-Party-Transaction-Policy.pdf

18. Corporate Social Responsibility (CSR)

Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ‘Annexure-C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Companys website at https://investor.mercurylabs.com/wp- content/uploads/2024/06/Corporate-Social-Responsibility-Policy-2-1.pdf. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

19. Policy on prevention, prohibition and Redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. 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.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee. The Committee has not received any complaint of sexual harassment during the financial year 2023-24. The policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at work place is placed on website of the Company https://investor.mercurylabs.com/wp-content/uploads/2019/11/Policy-on-Prevention-of-Sexual-Harassment-at- Work-Place.pdf

20. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company https://investor.mercurylabs.com/wp-content/uploads/2022/03/Whistle_Blower_Policy_MLL-1.pdf

21. Significant and material orders passed by the regulators or courts.

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as ‘Annexure-D.

23. Particulars of Employees and Remuneration

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name of Director	Designation	Remuneration (Rs. in Lakhs)	Ratio to Median Remuneration	Percentage increase/ decrease in the remuneration
*Mr. Divyakant R Zaveri	Independent Director & Chairman	2.5	1.23	?
Mr. Rajendra R Shah 2	Managing Director	18.66	9.15	(106)
Mr. Dilip R Shah	Non-Executive Director	---	---	---
Mr. Bharat Mehta	Independent Director	---	---	---
**Mr. Paresh Mistry	Non-Executive Director	14.02	6.87	5.89
Ms. Janki R Shah	Non-Executive Director	---	---	---
Mr. Ashish Vasavada	Chief Financial Officers	14.30	7.01	10.85
Ms. Krishna Shah	Company Secretary	4.03	1.98	21.75

*Mr. Divyakant R Zaveri, being Chartered Accountant has been paid professional fees during the year under review.

* *Mr. Paresh Mistry, Employee of the Company was appointed as director of the Company w.e.f October 01,2017 and he continue to draw remuneration in his capacity as employee holding office or place of profit in company.

Notes:

1. There was no change in the criteria for payment of remuneration to Managing Director. The variation reflected in column “% increase in remuneration in FY 2023-24” is due to change in amount of perquisites and other benefits. Basic salary was remaining same.

2. The remuneration to Directors is within the overall limits approved by the shareholders of the Company.

b. The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was 9.09%.

c. The number of permanent employees on the rolls of the Company: 482

d. Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial Remuneration:

Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year ending March 31, 2024 was approximately 4.89% and the average increase in the managerial personnel remuneration was 5.77%

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration paid are as per the remuneration policy of the Company.

f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

24. Auditors & Their Reports

(1) Statutory Auditors:

M/s. Naresh & Co., Chartered Accountants were appointed as Statutory Auditors of your Company for a period of Five (5) years, commencing from the conclusion of the 41st AGM held in the year 2022, until the conclusion of the 46^th AGM to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor. The report given by the Statutory Auditor on the financial statements of the Company forms part of the Annual Report. There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act, and the rules made thereunder. No fraud has been reported by the Auditors to the Audit Committee or the Board. The Notes on accounts, referred to in the Auditors Report, are self-explanatory and therefore do not call for any further comments.

(2) Secretarial Auditors:

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Board of Directors of the Company had appointed M/s. Mitesh Rana & Co. a firm of Company Secretaries to carry out Secretarial Audit for the year ended on March 31,2024. The Secretarial Audit Report is annexed as ‘Annexure-E

The Auditors Report and the Secretarial Audit Report for the financial year ended March 31,2024 do not contain any qualification, reservation, adverse remark.

The Board of Directors of your Company has appointed M/s. Dholakia & Associates LLP, Practicing Company Secretaries Firm, Mumbai to carry out Secretarial Audit of your Company for FY 2024-25.

(3) Cost Auditors:

Pursuant to the provisions of Section 148 read with Companies (Cost Records and Audit) Amendment Rules, 2014 and as recommended by the Audit Committee, the Board had appointed M/s. V.M. Patel & Associates, Practicing Cost Accountants, who have given their consent to act as Cost Auditors and laid on the table the consent letter received from them & confirmed that his appointment met the requirements of Section 141(3)(g) of the Act for the year 2024-25 and that he was free from disqualification as specified under section 141 read with Section 148 of the Act.

In terms of Rule 14 of the Companies (Audit and Auditors) Rule, 2014, remuneration payable to the cost auditors is required to be ratified by members. Accordingly, an ordinary resolution will be passed by members at the 43rd Annual General Meeting approving the remuneration payable to M/s. V.M. Patel & Associates.

(4) Internal Auditors

The Board of Directors appointed M/s. K R & Associates, Chartered Accountant as Internal Auditors of the Company for financial year 2024-25.

25. Secretarial Standards:

The Company has complied with the all Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act

26. Deposits:

The Company has no unpaid and / or unclaimed deposit. The Company has accepted deposit from Directors and the Shareholders and has complied with all applicable provisions of the Companies Act relating to acceptance and renewal of deposits.

The details relating to deposits, covered under Chapter V of the Act are as under:

Particulars	Amt in
Accepted during the year from the Directors and Members	None
Remained unpaid or unclaimed as at the end of the year	None
Whether there has been any default in repayment ofdeposits or payment of interest thereon during the year and if so, number of s uch cases and the total amount involved (i) at the beginning of the year;(ii) maximum during the year; and (iii) at the end of the year;	None

27. Extract of Annual Return

A copy of Annual Return as required in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, has been placed on Companys website at http://investor.mercurylabs.com/miscellaneous-shareholder-details/

28. Material Change & Commitments, if any

There is no material changes and commitments, that would affect financial position of the company from the end of the financial year of the company to which the financial statements relate and the date of directors report.

29. Corporate Governance Report

As stipulated by Regulation 34(3) read with Schedule V(C) of the Listing Regulations, Corporate Governance Report forms part of this Annual Report Annexed to the said report is the Auditors Certificate as prescribed under Schedule V(E) of the Listing Regulations certifying compliance with conditions of corporate governance.

30. Independent Directors

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board of Directors of your company confirms that the Independent Directors fulfill the conditions specified in Section 149 (6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

31. Unclaimed Dividend Amounts and Transfer to IEPF

The Company has transferred dividend amounts which remained unpaid or unclaimed for a period of seven years from the date of their transfer to unpaid dividend account, from time to time, on due dates to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

The Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on March 31, 2024 on the website of the Company.

During the year under review, the Company has transferred 1100 equity shares of Rs. 10/- (Rupees Ten only) each of 7 members whose dividend has remained unclaimed / unpaid for a consecutive period of 7 (seven) years to the demat account of IEPF after giving notice to the members and advertisement in newspaper to claim their shares and the Company has credited unclaimed dividend of Rs. 1,33,583 to the Investor Education and Protection Fund (IEPF) pursuant to Section 125(1) of the Act, pertaining to FY 2015-16. Details of shares transferred to IEPF Authority during financial year 2023-24 are also available on the website of the Company http://investor.mercurylabs.com/details-of- shares-to-iepf/

32. Familiarisation Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation program are provided in the Corporate Governance Report and is also available on the website of the Company at https://investor.mercurylabs.com/wp-content/uploads/2023/06/Director-Familirazation-Programme_05.05.2023.pdf

33. Prohibition of Insider Trading

In compliance with The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) as amended, the Company has framed a Code of Conduct to regulate, monitor and report trading by all the employees, directors, designated persons and their immediate relatives, connected persons and such employees of the Company who are expected to have access to the UPSI relating to the Company. The Code lays down guidelines, which advises them on procedure to be followed and disclosures to be made, while dealing in the shares of the Company. Company also maintains the structured digital database as mandated in the PIT Regulations.

34. Other Disclosures

i. During the year under review, there was no change in Companys nature of business

ii. The Company has not failed to implement any corporate action during the year under review;

iii. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of public issue, rights issue, preferential issue, etc. is not applicable to the Company;

iv. Company does not have any subsidiary, associate or joint venture Companies within the meaning of the Companies Act, 2013.

v. No application was made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

vi. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii. No settlements have been done with banks or financial institutions.

viii. The Company doesnt fulfill the criteria provided under Regulation 34(2)(f) of the SEBI Listing Regulations 2015, therefore Business Responsibility & Sustainability Report is not applicable to the Company

35. Acknowledgment

The Board of Directors wish to place on record their appreciation for the continued support extended by the Bankers, Business Associates, clients, vendors and suppliers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

Date: May 28, 2024

On behalf of the Board of Directors, Mercury Laboratories Limited

 

Rajendra R. Shah	Dilip R Shah
Managing Director	Director
DIN: 00257253	DIN: 00257242
Place: Vadodara	Place: USA