Syncom Formulations (India) Ltd Directors Report

The paid up Capital of Syncom as on 31st March, 2025 was Rs. 94,00,00,000 divided into 94,00,00,000 equity shares of Re. 1/- each and the entire existing equity shares of the company is listed with BSE Ltd and National Stock Exchange of India Ltd. During the year under review, Syncom has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

During the year under review there was no change in the capital structure of the Company, and no further listing of shares was required on any stock Exchange.

Subject to approval of members in the ensuing General Meeting, the Board of directors at their meeting held on 8th August, 2025 has approved the matter related to alteration of the Memorandum of Association of the company by substituting Clause MI(A)(2) with the entire new Clause MI(A)(2) related to power generation and insertion of new clause III(A)(6) and III(A)(7) related to manufacturing and trading of nutraceuticals, dietary supplements, health supplements, functional foods, herbal and ayurvedic preparations, vitamins, minerals, proteins, antioxidants, natural extracts, organic and wellness products, and all related healthcare and nutrition-based goods and Real Estate Business respectively. Details of the same is already provided in the Notice of Annual General Meeting.

Subject to approval of members in the ensuing General Meeting, the Board of directors at their meeting held on 8th August, 2025 has approved the matter related to alteration of the Articles of Association of the company by insertion of certain clauses related as required by Madhya Pradesh Power Transmission Company Limited (MPPTCL) and authoring the Board to issue Sweat Equity Shares and ESOPS and authority to waive the rights to obtain dividend from the Company, etc.. Details of the same are already provided in the Notice of Annual General Meeting.

There is no change in control and nature of business activities during the period under review.

During the year under review your company does not propose to transfer any amount to the general reserves or any other reserves. (Previous year: NIL).The Company is having reserves and surplus of Rs. 24590.38 Lakhs (PY Rs. 19245.18 Lakhs)

Cash and cash equivalent as at 31s tMarch, 2025 was Rs. 69.23 Lakhs as compared to Rs.6335.05 Lakhs in previous year. Syncom continues to focus on proper management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividend for a continuous period exceeding 7 consecutive years are required to be transferred by the company to the IEPF Authority established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the resulting shareholders for 7 (seven) consecutive years or more are also required to be transferred to the D-mat account of the IEPF Authority.

Accordingly, Syncom has transferred the unclaimed and unpaid dividends of Rs.3,59,089.86 and has also transferred corresponding resulting 5,25,538 equity shares of Re.1/- each for the F.Y. 2016-17 to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed for the year 2021-22in the Company have been given in the Corporate Governance Report attached with the annual report of the Company and also hosted at the website of the Company.

Your Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

There is no deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made there under.

Your company has not given any guarantee or provided any security to the other business entity during the financial year. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements provided in this Annual Report.

The investment and loans made by the company are within the powers of the Board of directors as specified under the provisions of section 186 the Companies Act, 2013 and are given in the notes to the Financial Statements provided in this Annual Report.

The heavy increase in tariffs and penalty announced by the US in July/August, 2025 the resulting for export in US market may be highly disappointed and may have adverse effect on the export front of the Company. Morever in global trade have caused widespread economic uncertainty, impacting the outlook. Global headline inflation is expected to decline at a pace that is slightly slower than what was expected in January, reaching 4.3% in 2025 and 3.6% in 2026.

In 2024, global medicine spending continued its upward trajectory, reflecting a growing demand for chronic care, specialty treatments and innovative therapies. Total pharmaceutical spending remains on course to exceed US$ 2.3 Trillion by 2028, supported by a projected CAGR of 5-8%. While volume growth plateaued in 2023, it is expected to grow at an average rate of 2.3% through 2028, driven by emerging markets such as China, India, Southeast Asia and Latin America. These regions are poised to drive the next phase of global demand, in contrast to mature markets such as North America, Western Europe and Japan, where per capita consumption levels are already high and future growth is expected to moderate.

India remained the worlds fastest growing major economy in FY2024-25, supported by macroeconomic stability, robust domestic demand and a strong policy environment. The domestic economy demonstrated resilience amidst global uncertainties, aided by prudent fiscal management and steady consumption. Indias real GDP growth for FY2024-25 is estimated at 6.5%, reaffirming its relative strength in a challenging global landscape. Inflation remained broadly within the Reserve Bank of Indias (RBI) target range, aided by proactive monetary policy, despite supply-side disruptions and global commodity price fluctuations posing persistent risks.

Indias pharmaceutical market is projected to see strong growth, with medicine spending expected to reach US$ 38-42 Billion by 2028, with a CAGR of 7-10% from 2024 to 2028. This growth is driven by a combination of expanding access, growing demand for treatments across both acute and chronic conditions, and continued reliance on affordable generic medicines.

The Indian pharmaceutical industry continues to solidify its position as a global leader, often lauded as the "Pharmacy of the World." This robust standing is driven by a powerful combination of a strong scientific and technological base, a burgeoning domestic market, and highly cost-competitive manufacturing capabilities.

The pharmaceutical industrys contribution to Indias economy is substantial, generating considerable direct and indirect employment and significantly contributing to the countrys GDP (currently 1.72%). Continued growth is anticipated, fueled by enhanced R&D capabilities, sustained cost efficiencies, a vast talent pool of scientists and skilled professionals, and new opportunities in emerging global economies. Government initiatives, such as the Production Linked Incentive (PLI) schemes (with allocations like Rs. 15,000 crore for pharmaceuticals and Rs. 6,940 crore for raw materials/APIs), the establishment of Bulk Drug Parks, and the Promotion of Research & Innovation in Pharma-MedTech Sector (PRIP) Scheme, are actively fostering domestic manufacturing, reducing import dependence, and boosting R&D. The Union Budget 2025 also increased healthcare allocation by 11% and provided customs duty exemptions for several life-saving drugs.

Given this growth trajectory, Viksit Bharat envisions India transforming from being the ‘Pharmacy of the World to becoming a ‘Pharma Powerhouse to the World.

However, several factors present ongoing challenges. Poor public healthcare funding and infrastructure within India, low per capita consumption of medicines in some emerging economies, currency fluctuations, and geo-political conflicts remain areas of concern. Critically, the Indian pharmaceutical industry faces potential disruption from proposed tariffs, including a 200% tariff on pharmaceutical imports by the US, which is Indias largest drug importer (accounting for nearly 33% of Indias pharma exports in FY2024). This threat could significantly squeeze profit margins and reduce competitiveness. Furthermore, the industrys continued 70-80% dependence on China for Active Pharmaceutical Ingredients (APIs) poses a strategic vulnerability despite government efforts to promote domestic API manufacturing. Other challenges include stringent regulatory issues, government-mandated price controls, all-round increases in input costs due to inflation, and the need to address talent shortages, particularly in STEM and digital roles, and to enhance intellectual property protection.

Decoding the Key Growth Drivers of the Indian Pharmaceutical Industry

Indias massive and growing population forms the bedrock of its pharmaceutical demand. A significant youth population, combined with a rapidly expanding elderly demographic, creates a sustained need for a wide spectrum of healthcare products and medicines, from acute care to chronic treatments.

India is undergoing a significant demographic transition. The chart illustrates the age distribution, highlighting the growing segment of the population aged 60 and above, which is a primary consumer of chronic medications.

Lifestyle changes have led to an increased prevalence of non-communicable diseases (NCDs). This trend boosts the demand for long-term therapies, making the chronic care segment a crucial driver of domestic pharma growth.

Increased government spending on health and rising per capital incomes have significantly reduced the financial burden on households. This makes healthcare more accessible and boosts pharmaceutical consumption across the nation.

The following segments are identified by the Company:

1) Manufacturing and dealing in Pharmaceutical Drug and Formulations;

2) Trading of Commodities;

3) Renting of Properties.

Indians reputation as the "Pharmacy of the World" is built on its formidable manufacturing capabilities. The industry excels in producing high-quality, low- cost generic medicines, making it a critical player in the global supply chain. This expertise allows India to dominate in volume, even if its market share by value is smaller, highlighting its role in providing affordable medicines worldwide.

Indian ranks 3rd globally in pharmaceutical production by volume but 14th by va lue. This disparity underscores its strengths in cost-effective generic manufacturing.

The Segment wise performance is given in Note 42 to the Audited Financial Statement.

Syncom Formulations (India) Limited is committed to delivering innovative medicines and vaccines that address the evolving healthcare needs of India and improve the quality of life for millions in the country. Your Companys broadly diversified portfolio includes a wide range of general medicines that are manufactured locally while also offering vaccines and specialty medicines that are exported. With more than 1000 employees, and an extensive distribution network domestically and internationally, to support this diverse portfolio, we draw on strong R&D capabilities, scaled-up manufacturing and an extensive commercial network.

Our products include tablets, capsules, injectables, sprays, ointments, creams and liquids, enabling us to serve diverse markets effectively. Our manufacturing infrastructure are complemented by integrated R&D capabilities that encompass both early-stage novel research and generic development, backed by global clinical trial operations. Guided by our purpose of Reaching People and Touching Lives Globally, we remain focused on expanding access to high-quality healthcare and creating long-term value through operational discipline, scientific progress and strategic growth.

Regulatory Price Controls: The pharmaceutical industry faces challenges from pricing regulations on drugs brought under the National List of Essential Medicines (NLEM). This impacts revenue potential and profit margins. Your Company has focussed on volume-led growth and maintains constant supplies of high quality and affordable medicines.

Growing threats of generics: The industry faces growing threats from the increased availability and afford ability of generic drugs. This is due to factors like patent expirations, the rise of biosimilars, and Indias strong position as a major exporter of generic drugs.

Supply chain vulnerabilities: Global geopolitical tensions and rising raw material costs have disrupted supply chains. These challenges are further intensified by input cost fluctuations and price volatility in essential materials, which could impact procurement stability and increase manufacturing costs.

Market expansion: Your Company sees significant potential in expanding its presence Globally. The rapidly growing e-pharmacy market in India presents a compelling opportunity to enhance accessibility and reach in previously under served markets. By leveraging digital platforms alongside physical presence, your Company is aiming to create a seamless healthcare delivery ecosystem that bridges the urban-rural divide and expands its customer base.

Adult vaccination ecosystem: Indias increasing life expectancy and growing elderly population highlight the need for preventive healthcare. The adult vaccination segment, particularly for conditions like Shingles, remains largely untapped offering substantial growth potential.

This initiative involved and positively engaged all levels of personnel on the plant and the Companys business. With regard to employees safety, two key areas of focus identified were Facility Management for the employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for the employees such as washrooms with bathing facilities, rest rooms, availability of drinking water canteen etc. The Equipment, Tools & Material Management program ensured that the tools used by the employee were safe. The process of screening of contractors was made more stringent to ensure that the employees were aligned with the Companys objectives to ensure ‘Zero Harm.

Syncom has always acknowledged importance of its human capital and fundamental sources of its success. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmers which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Syncoms HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus:

• Quality: Talent with respect to competence and compatibility according to the need of the company and focus to improve the same with correct knowledge for the benefits of both the parties.

• Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

• Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.^

• Gender Equality: Syncom as a company has a policy to promote Gender Equality, We hire female employees and mentor and groom them to take higher managerial positions. We also encourage our female employee to have a good work life balance.

Details of Significant Changes in the Key Financial Ratio is provided in Note 50 of the Financial Statement. Further, Return on Net worth for the current year is 17% (previous year was11%) and the reason for such change is increase in net worth is due to increase in profits of the company.

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

Statement showing the number of complaints filed and the number of complaints pending at the end of the financial year is shown as under: -

The management of Syncom endeavor efforts to provide safe environment for the female employees of the company.

The company is in compliance with all the applicable provisions and regulations set forth in the Maternity Benefit Act, 1961. The company is committed to upholding the rights and welfare of our female employees, ensuring they receive all the benefits and protections mandated by this important legislation including their hygiene, etc.

In view of the profit of Syncom during immediate preceding financial year, Syncom is required to undertake Corporate Social Responsibility (CSR) activities during the year 2024-25 as per provisions of section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Syncom has undertaken activities in the areas of Education and Health as covered in the Schedule VII of the Companies Act, 2013.

Syncom has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee, Risk management Committee and the Board of Directors of Syncom.

Syncom has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Risk Management Committee of the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

During the year your Company has 3 (three) wholly owned subsidiary companies namely;

Highlight on performance of the Wholly-owned Subsidiary is provided in "Form AOC-1" is attached herewith as "Annexure-C".

Further, the company does not have any Holding, Associate or Joint Venture companies during or at the end of the financial year 31st March, 2025.

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the applicable Indian Accounting Standards (Ind AS) notified by the Ministry of Corporate Affairs, the Company has prepared Consolidated Financial Statements which present the financial results of Syncom Formulations (India) Limited ("the Company" or "Syncom") together with its 3(three) wholly owned subsidiaries. The Consolidated Financial Statements provide a true and fair view of the financial position, performance, and cash flow of the Company and its subsidiaries as a single economic entity.

The audited Consolidated Financial Statements for the financial year ended 31stMarch, 2025, form an integral part of this Annual Report and are prepared in compliance with the requirements of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and applicable Ind AS.

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility are being given with the notice of the Meeting.

The Company has received the necessary declaration from all independent directors as required under section 149(6) of the Companies Act, 2013, confirming that they meet the criteria of Independence as prescribed under Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.In the Opinion of the Board, all the Independent Directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and all the Independent Directors have registered themselves with the Directors database maintained with IICA.

1) Upon the recommendation of the Nomination and Remuneration Committee and further approval accorded by the members in their 36th AGM held on 30th Sept., 2024 has approved the Re-appointment of Shri Vijay Shankarlal Bankda (DIN:00023027), Managing director for a further term of 2 (two) years w.e.f. 29th November, 2024;

2) Upon the recommendation of the Nomination and Remuneration Committee and further approval accorded from the members in their 36th AGM held on 30th Sept., 2024 has approved the Re-appointment of Shri Kedarmal Shankarlal Bankda (DIN:00023050), Chairman/Whole-time director for a further term of 2 (two) years w.e.f. 2nd May, 2025.

No Independent director was appointed during the year however the Board is of the opinion that all the Independent Directors so appointed earlier by the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

Smt. Rinki Ankit Bankda (DIN: 06946754), Whole time Director of the company was due to retire at the forthcoming AGM, however, in view of her resignation effective from closure of business hours on 8th August, 2025, no director is proposed to retire by rotation at the 37thAnnual General Meeting.

The Board has recommended the appointment/confirmation of Shri Ankit Kedarmal Bankda (DIN: 02359461) as Executive Chairman and Wholetime Director of the Company, for a term of three (3) years effective August 9, 2025, together with approval of his remuneration, upon the recommendation of the Nomination and Remuneration Committee, subject to approval of shareholders by way of Special Resolution at the 37th Annual General Meeting.

As at 31.03.2025, SYNCOM is having 5 (Five) Key Managerial Personnels viz.(1) Shri Kedarmal Shankarlal Bankda, Chairman & Whole-time Director; (2) Shri Vijay Shankarlal Bankda, Managing Director;(3) Smt. Rinki Ankit Bankda, Whole-time Director; (4) Shri Ankit Kedarmal Bankda, Chief Financial Officer and (5) CS Vaishali Agrawal, Company Secretary and Compliance Officer are functioning as the Key Managerial Personnels under section 203 of the Companies Act, 2013.

During the period under review, There was no change in the Key Managerial Personnel during the year under review.

i. Re-designation of Shri Kedarmal Shankarlal Bankda (DIN:00023050) from Chairman and Whole-time Director of the Company to Whole-time Director of the Company, w.e.f. the closure of business hours of August 8, 2025.

ii. Cessation of Shri Ankit Kedarmal Bankda from the post of Chief Financial Officer (CFO), from the closure of business hours of August 8, 2025 and subsequent appointment of Shri Ankit Kedarmal Bankda (DIN: 02359461) as the Additional Director under the category of Executive Promoter Director and further designated him as the Executive Chairman and Whole-time Director of the company w.e.f. 9th August, 2025 which is subject to approval of members in the forthcoming Annual General Meeting and details of the same has been placed before the members in the Notice of AgM.

iii. Cessation of Smt. Rinki Ankit Banka (DIN:06946754) for the directorship including Whole-time Director of the Company, with effect from the closure of business hours of August 8, 2025.

iv. Appointment of Shri Rahul Vijay Bankda as the Chief Financial Officer (CFO) and Key Managerial Personnel under the category of Senior Management Personnel, with effect from August 9, 2025.

At the closure of the Financial Year, SYNCOM was having total 6(Six) directors in the Board including 3(three) independent directors including 1(One) Woman Independent Director and is in compliance of the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as applicable to the Company.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board and Committee are held at the Corporate Office at Indore (M.P.). The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors/members to take an informed decision. The Board met 4 (four) times in financial year 2024-25 viz., on 17th May, 2024;12th August, 2024,11th November 2024,and 10th February, 2025.The maximum interval between any two meetings did not exceed 120 days. The Company has complied with all the requirements of the Secretarial Standard- 1 in respect of the Board and the Committee Meetings.

The definition of ‘Independence of Directors is derived from SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, Shri Ankit Jain, Shri Ritesh Kumar Lunkad and Smt. Ruchi Jindal are the Non-Executive and Independent Directors in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

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

a. that in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 and 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

During the year under review, the Board has the 6 (Six) Committees, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as follows:

All related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by Syncom with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of Syncom. Therefore, there is no requirement to furnish any details in Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and reviewed the same periodically also the Board for their consideration on a quarterly basis.

Your Board would like to inform that, no significant or material order has been passed by any Regulator or courts during the year under review.

Statutory Auditors& their report: The Shareholders at their 34th Annual General Meeting (AGM) held on 19th September, 2022 had approved the reappointment of M/s Sanjay Mehta & Associates, Chartered Accountant (F.R.N.011524C), Indore as Statutory Auditors to hold office for the period of second consecutive term of 5(five) years from the conclusion of 34th AGM till the conclusion of 39th Annual General Meeting to be held in the year 2027. The Board takes pleasure in stating that no such observation has been made by the Auditors in their report which needs any further explanation by the Board. The Auditors Report is enclosed with the Financial Statement with this Annual Report.

Cost Audit and Records: Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is maintained by the Company in respect of its drug formulation activity is required to be audited. Your directors had, on the recommendation of the Audit Committee, appointed M/s M. Goyal & Co. Cost Accountants (Firm Registration No. 000051) to audit the cost accounts of the Company for the financial year 2025-26 on remuneration of Rs. 50,000/-plus GST as required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s M. Goyal & Co, Cost Accountants is included in the Notice of the 37th Annual General Meeting and recommend passing the resolution.

Your Company has filed the Cost Audit Report for the year 2023-24 to the Central Government on 21/10/2024 which was self-explanatory and needs no comments

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s D.K. Jain & Co., Company Secretaries (Firm Reg. No. S2003MP064600) at Indore to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March 2025 in Form MR-3 is attached as "Annexure D" and forms part of this Report. Observations of the Secretarial Auditors and Comments of the Board is provided as under:

Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 8thAugust, 2025 has recommended the members to approve the appointment of M/s. D.K. Jain& Co., Company Secretaries (FRN: S2003MP064600) to conduct Secretarial Audit for the consecutive five years from the conclusion of the 37th AGM till the conclusion of the 42th AGM to be held in the calendar year 2030.

CS (Dr.) Dilip Kumar Jain, Proprietor of the D.K. Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made there under, and SEBI Listing Regulations.

There were no instances for reportable fraud to the Central Government as covered under section 134(5)(e) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2024-25.

The report on Corporate Governance as stipulated under regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certificate from the Statutory Auditor of the Company confirming compliance with the conditions of the corporate governance is appended and forms a part of this report along with the Certificate of Disqualification of Directors received from Practicing Company Secretary as the "Annexure 1 and 2" of the Corporate Governance Report.

Certificate obtained from Shri Vijay Shankarlal Bankda, Managing Director and Shri Ankit Kedarmal Bankda, Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 and for the year under review was placed before the Board at its meeting on 19th May, 2025. A copy of the certificate on the financial statements for the financial year ended 31st March, 2025 is annexed along with the Corporate Governance Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014, is annexed here with as "Annexure-E".

There are no material changes or commitments affecting the financial position of the Company during the Financial Year to which these financial statements relate and the date of report.

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure-F".

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. detailed as below:

Except Shri Kedarmal Shankarlal Bankda, Chairman and Whole time Director, none of the Director or employee is drawing remuneration more than the limit as mentioned in the section.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Your Company has not declared and approved any Corporate Action viz buy back of securities, declaration of dividend, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines.

e) There were no revisions in the Financial Statement and Boards Report.

f) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

g) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement during the period under review.

h) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continuous help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.