Directors Report of ANG Lifesciences India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 19th Annual Report o n the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2025.

Financial Summary and State of Affairs

( I n Lakhs)

Particular	31st March, 2025	3 1st March, 2024	31st March, 2025	31st March, 2024
	Standalone	Standalone	Consolidates	Consolidates

Income from Operation	8,991.01	13,136.88	9,284.66	14,610.97
Other Income	244.40	83.52	201.96	69.82
Total	9,235.41	13,220.40	9,486.62	14,680.79
Operating Expense	(9,171.76)	(12,225.37)	(9,511.42)	(13,645.77)
Earnings before interest, tax, depreciation and amorti zation	63.65	995.03	(24.80)	1,035.02
Finance Cost	(730.37)	(932.77)	(869.56)	(1,095.73)
Depreciation and Amortization	(627.02)	(775.49)	(676.01)	(837.14)
Profit before exceptional items and tax	(1 ,293.74)	(713.24)	(1570.37)	(897.85)
Exceptional items	-	173.51	-	(173.51)
Profit before tax	(1 ,293.74)	(886.74)	(1570.37)	(1,071.35)
T ax expense	(259.45)	(21.93)	(329.04)	(57.05)
Profit/(Loss) for the year	(1,034.29)	(864.81)	(1,241.33)	(1,014.29)
Total comprehensive income/(loss)	7.87	18.62	(1,229.61)	(993.64)

The Standalone and Consolidated Financial Statement have been prepared in accordance with the
Indian Accounting Standards (Ind AS) and Sections 129, 133 and other applicable provisions, if any, of
the Companies Act, 2013 (as amended) (the âActâ) and Schedule III thereto read with the Rules framed
thereunder.

Share Capital

During the year under review, there are no changes in company''s share capital.

Reserve

For complete details on movement in Reserves and Surplus during the financial year ended March 31,
2025, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated
financial statements of this Annual Report.

State of the companyâs affairs

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied
products and there was no change in the nature of the business of the company during the year under
review.

Dividend

In order to conserve the resou rces, the Board of Directors does not recommend any dividend for the
financial year 2024-25.

Listing of Shares

The equity shares of the Company are listed on Main Board of BSE Limited. The listing fees to BSE
Limited for the financial year 2024-25 have been duly paid.

Deposit

The Company has neither accepted nor renewed any deposits falling within the ambit of section 73 of
the Companies Act, 2013 and rules made there under during the year under review.

Annual Return

The Annual Return as on 31^st March, 2025 has been placed on the website of the Company and can
be accessed at https://anglifesciences.com/annual-return/

Loans, Guarantee or Investments made under section 186 of the Companies Act, 2013

Loans, Guarantee and investments covered under section 186 of the Companies Act, 2013 from the
part of the notes to the financial statements which form an integral part of the annual report.

Subsidiaries, Associates and Joint Venture

During the year under review, the Company has only one Wholly Owned Subsidiary Company which
was acquired under the provision of Insolvency and Bankruptcy Code, 2016. Pursuant to section 129(3)
of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of the Companyâs wholly owned subsidiary in
form AOC 1 as Annexure -1 is attached to the financial statement.

Vigil Mechanism

The Company has constituted a Vigil Mechanism & Whistle Blower policy in pursuant to the provisions
of Section 177(9) & (10) of the Companies Act, 2013 for Directors and employees to report to the
management about the unethical behaviour, fraud or violation of Companyâs code of conduct. The
mechanism provides for adequate safeguards against victimization of employees and Directors who
use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee
in exceptional cases. The Vigil Mechanism & Whistle Blower policy is available on the Companyâs
website at https://anglifesciences.com/policy/

Prevention and Prohibition of Sexual Harassment

The Company has policy and framework for employees to report sexual harassment cases at the
workplace and the said process ensures complete anonymity and confidentiality of information. The
Company has constituted an Internal Complaint Committee in compliance with the sexual harassment
of women at workpl ace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule there under.
The Company has a policy on prevention and prohibition of sexual harassment at the work place. The
Policy provides for protection against sexual harassment of women at the workplace and for the
prevention and redressal of such compliant. During the year under review, the Company has not
received any complaint.

Risk Management

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks
pursuant to Section 134(3)(n) of the C ompanies Act, 2013. As a part of Risk Management Policy, the
relevant parameters for protection of environment, safety of operations and health of people at work
are monitored regularly. The assets of the company are adequately insured against the loss of fire, riot,
earthquake, terrorism etc. and other risks which are considered necessary by the management

Internal Financial Control and its adequacy

improving the effectiveness of risk management, control and governance process. In the Internal audits,
all the uni ts and business are covered which reports are reviewed by the management from time to time
and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing
systems. There were no observations or remarks reported by the said auditors of the Company during
the year under revi ew.

Transaction with Related Parties

All transactions entered with Related Parties for the year under review were on arm''s length basis and
in the ordinary course of business. All Related Party transactions are mentioned in the noted to the
financial statements. A statement giving details of such Related Party transactions are placed before
the Audit Committee and the Board for review and approval. The policy on Related Party transactions,
as approved by the Board of Directors, has been uploaded on the website of the Company. The
particulars of contracts on arrangements with Related Parties referred to section 188(1) of the
Companies Act, 2013 is prepared in form no. AOC-2 pursuant to clause (h) of sub-section (3) of section
134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure- 2 to this
report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Energy conservation continues to be an area of major emphasis in our Company. Effort are made to
o pti ize the energy cost while carrying out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure-
3 and is attached herewith.

Particulars of Employees

Disclosure under Section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure-4.

Corporate Social Responsibility

In compliance with the requirement of section 135 of the Act read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, the CSR policy of the Company is available on the website of the
Company and can be accessed through the web link https://anglifesciences.com/wp-
content/uploads/2022/Q9/ANG-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.pdf. For the
Financial year 2024-25, CSR is not applicable on the company as per the provisions, due to which there
was no requirement of attaching the Annexure.

Auditors & their Audit Reports

M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountants have been appointed as the
Statutory Auditor of the company for a term of 5 years till the conclusion of 23^rd Annual General Meeting
of the company. M/s Khurana Sharma & Co., Chartered Accountants, have submitted their Report on
the Financial Statements of the Company for the F.Y 2024-25, which forms part of the Annual Report.

In regards to the Auditor''s comment on Statutory dues (Undisputed and Disputed) mentioned in the
Audit Report, the management apprised that the liability of Income Tax Act [as mentioned in (vii) (a)
Undisputed Statutory dues in Independent Audit report for Standalone financial statement of FY 2024Â¬
25] has been paid and an amount of Rs. 53.45 lacs against the EPF [as mentioned in (vii) (a) Undisputed
Statutory dues] as on date. Further the Income Liability (Disputed) as mentioned in Independent Audit
report for Standalone financial statement for FY 2024-25 under point no. (vii) (b) has been under the
process of CIT Appeal at Income Tax Departme nt.

Pursuant to Section 148(3) of the Companies Act, 2013, M/s Shreya Sahu & Associates, Cost
Accountants, were appointed as the Cost Auditors of the Company for the financial year 2024- 25 by
the Board of Directors. Further, the Board of Directors has appointed M/s Shreya Sahu & Associates,
as the Cost Auditors of the Company for the financial year 2025-26 and has also fixed their
remuneration. The Board has recommended the remuneration approved in its meeting, for ratification
by the shareholders in the ensuing AGM of the Company. The Cost Audit Report for the financial year
ended 31st March, 2025 shall be filed in due course.

In regards to the Secretarial Auditor''s comments on his report for year ended 31st March, 2025, the
management apprised that at present, the company is maintain all the UPSI entries or data in SDD
Software. During the year, due to Unavoidable circumstances, company has not followed the proper
timeline to file quarterly/half yearly/annually compliance under the applicable regulation of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Depositories and Participants)
Regulations, 20 18. The Secretarial Audit Report iss ued in this regard is annexed as Annexure-5.

Corporate Governance

In compliance with regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate
Governance for the year under review, is presented in a separate section to this report as Annexure-6.

Certificate on Corporate Governance

A Certificate received from Practicing Company Secretaries regarding the compliance of conditions of
Corporate Governance, as required under schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 is attached herewith in Annexure-C

Directors & Key Managerial Personnel

During the year, the Company has accept ed the resignation of Mr. Neeraj Gupta from the designation
of Chief Financial Officer. Thereafter in the Board meeting dated 13.05.2024, Mrs. Saruchi Gupta has
elected as Chief Financial Officer of the Company.

On the recommendation of the NRC, the Board recommends the appointment of Mr. Rajesh Gupta,
Managing Director, who retire by rotation and being eligible has offered himself for a re-appointment as
Director of the Company, liable to retire by rotation.

In the opinion of the Board, during the year 2024-25, all the directors, as well as the directors proposed
to appointed/re-appointed, passes the requisite qualifications, experience and expertise. Mr. Pawanjit
Singh''s Tenure ended on 28.05.2024 from the post of Non-Executive Independent Director of the
company and Mr. Harvinder Singh was appointed on his place as Non-Executive Independent Director.
Mr. Harvinder Singh and Mr. Sukhpal Singh, Non- Executive Independent Director are exempt from the
proficiency test and Mrs. Chetna, Non-Executive Independent Director is qualified Independent Director
having DIN: 08981045, registered in Independent Director Databank under Indian Institute of Corporate
Affairs with the registration no. IDDB-PA -2020L2-0327 34.

Pursuant to sectio n 149(1) and secti on 203 of the Companies Act, 201 3 read with applicable rules, as
on date, the B oard of Directors and Key Managerial Personnel''s (KMPs) of the company are as follow:-

Mr. Rajesh Gupta	Managing Director
Mrs. Saruchi G upta	Whole time Director and appointed as CFO w.e.f. 13.05.2024
Mr. Rohit Mittal	Non-Executive Non-Independent Director
Mrs. Chetna	Non-Executive Independent Director
Mr. Harvinder Singh	Non-Executive Independent Director (Appointed w.e.f 27.05.2024)
Mr.Pawanjit Singh	Non-Executive Independent Director ( Resigned w.e.f 28.05.2024)
Mr. Sukhpal Singh	Non-Executive Independent Director
Ms. Renu Kaur	Company Secretary (Resigned w.e.f 16.12.2024)
Ms. Harshita Aggarwal	Company Secretary (Appointed w.e.f 12.03.2025)

Declaration from Independent Directors

The independent d irectors have given the declarations to the Board confirming that they meet the
criteria of independence as stipulated in Section 149(6) of the Com panies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules.

Meeting of the Board

The Board and Committee meetings are prescheduled, and a tentative calendar of the meeting are
created, in consultation with the directors. However, in case of special and urgent business needs,
approval is taken by passing the resolutions through circulation. During the year under review, Nine
board meetings were conveyed and held. The maximum time gap between consecutive board meetings
did not exceed 120 days. A detailed disclosure on the Board, it committee, its composition and brief
terms of references, no. of board and committee meeting held and attendance of the directors at each
meeting is provided in the report of Corporate Governance, which form part of this report as Annexure
-6.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forming part of this report as Annexure- 7.

Board Evaluation

Pursuant to the section 134(p) of Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually, as well as the Board Committees as per
the criteria laid down by Nomination & Remuneration Committee. Also, the independent directors met
separately on 31^st March, 2025 to evaluate the performance of non- independent directors, performance
of the board as a whole.

Familiarisation programme for Board Members

The Familiarization Program seeks to update the Independent Directors on various matters covering
Co mpany''s strategy, business model, operations, organization structure, finance, risk management etc.
It als o seeks to update the Independent Directors with their roles, rights, responsibilities, duties under
the Companies Act, 2013 and other statutes. The policy and details of familiarization program imparted
to the Independent Directors of the Company is available at https://anglifesciences.com/policy/.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India i.e. SS-1 & SS-2, relating to âMeeting of the Board of Directors and
General Meetings'' respectively.

Significant and material orders passed by the regulators o r courts or tribunals

There were no significant material orders passed by the Regulators or Court or Tribunals that would
impact the going concern status of the Company and its operation in future.

Other Disclosure

There are no proceeding initiated/pending against the company under the Insolvency and Bankruptcy
code, 2016 and there is no instance of one time settlement with any Bank or Financial Institution. (Refer
note 40 to the Standalone Financial Statements).

Consolidated Financial Statements

Consolidated Financia l Statements have been prepared by the Company in accordance with the Indian
Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting
Standards) Rules, 2015 and as per the provisions of Companies Act, 2013.

Provision of money by company for purchase of its own shares by employees or by trustees for
the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures)
Rules, 2014

Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in accordance with the
provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and
Debentures) Rules, 2014.

Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year
as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

Issue of Employee Stock Option

The company has not issued any employee stock option during the financial year as per Rule 12 of
Companies (share capital and debentures) Rules, 2014.

Cash Flow Statement

In due compliance of the listing agreement and in accordance with the requirements prescribed by
SEBI, the cash flow statement is prepared and is appended to this Annual Report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees
at all levels.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The
Companyâs policy requires conduct of operations in such a manner so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.

Directorsâ Responsibility Statement

Pursuant to the Directorsâ Responsibility Statement referred to in clause (c) of Section 134(3) of the
C ompanies Act, 2013, it is hereby confirmed that -

a. In the preparation of the annual accounts for the year ended March 31, 2025 the applicable
accounting standards have been followed with proper explanation relating to material departures, if any;

b. The 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 as at 31st March, 2025 and of the profit of the Company for that period;

c. The directors have taken proper and sufficient care to the best of their knowledge and ability 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
ir regularities; and

d. The directors have prepared the annual accounts on a âgoing concernâ basis;

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

f. 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.

Acknowledgement

The Directors express their gratitude to their shareholders, business associates, vendors, clients,
government authorities and the bankers of the Company for the help and co-operation that the
Compa n y h as re ce i ve d from th em .

The Directors also take this opportunity to express that the relations between the management and the
staff were cordial during the period under review. Your Directors place on record their deep appreciation
to employees at all levels for their hard work, dedication and commitme nt

By Order of the Board

For ANG Lifesciences India Limited

Sd/- Sd/-

Place: Amritsar Rajesh Gupta Saruchi Gupta

Date: 06.09.2025 Managing Director Whole time Director & CFO

Mar 31, 2024

Your Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

Financial Summary and State of Affairs

(In Lakhs)
Particular	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
	Standalone	Standalone	Consolidates	Consolidates

Income from Operation	13136.88	20700.55	14,610.97	21989.11
Other Income	83.52	984.24	69.82	972.35
Total	13220.40	21684.79	14,680.79	22961.43
Operating Expense	(12225.37)	(19593.81)	(13,645.77)	(20575.74)
Earnings before Interest, tax, depreciation and amortization	995.03	2090.98	1,035.02	2385.72
Finance Cost	(932.77)	(1032.43)	(1,095.73)	(1187.87)
Depreciation and Amortization	(775.49)	(851.63)	(837.14)	(935.35)
Profit before exceptional items and tax	(713.23)	206.907	(897.85)	262.50
Exceptional items	173.51	-	-	-
Profit before tax	(886.74)	206.907	(1,071.35)
Tax expense	(21.93)	(273.14)	(57.05)	(288.72)
Profit/(Loss) for the year	(864.81)	(66.233)	(1,014.29)	(26.22)
Total comprehensive income/(loss)	(864.19)	541	(993.64)	46.66

The Standalone and Consolidated Financial Statement have been prepared in accordance with the Indian Accounting Standards (Ind AS) and Sections 129,133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the âActâ) and Schedule III thereto read with the Rules framed thereunder.

Share Capital

During the year under review, there are no change in companyâs share capital.

Reserve

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements of this Annual Report.

State of the companyâs affairs

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products and there was no change in the nature of the business of the company during the year under review.

Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (âListing Regulationsâ), the Board has approved and adopted a Dividend Distribution policy. The Dividend Distribution policy is available on

the Companyâs website. In order to conserve the resources, the Board of Directors does not recommend any dividend for the financial year 2023-24.

Listing of Shares

The equity shares of the Company are listed on Main Board of BSE Limited. The listing fees to BSE Limited for the financial year 2023-24 have been duly paid.

Deposit

The Company has neither accepted nor renewed any deposits falling within the ambit of section 73 of the Companies Act, 2013 and rules made there under during the year under review.

Annual Return

The Annual Return as on 31^st March, 2024 has been placed on the website of the Company and can be accessed at https://analifesciences.com/annual-retum/

Loans, Guarantee or Investments made under section 186 of the Companies Act, 2013

Loans, Guarantee and investments covered under section 186 of the Companies Act, 2013 from the part of the notes to the financial statements which form an integral part of the annual report.

Subsidiaries, Associates and Joint Venture

During the year under review, the Company has only one Wholly Owned Subsidiary Company which was acquired under the provision of Insolvency and Bankruptcy Code, 2016. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs wholly owned subsidiary in form AOC 1 as Annexure -1 is attached to the financial statement.

Vigil Mechanism

The Company has constituted a Vigil Mechanism & Whistle Blower policy in pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companyâs code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Vigil Mechanism & Whistle Blower policy is available on the Companyâs website at https://analifesciences.com/Dolicv/

Prevention and Prohibition of Sexual Harassment

The Company has policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. The Company has constituted an Internal Complaint Committee in compliance with the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule there under. The Company has a policy on prevention and prohibition of sexual harassment at the work place. The Policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such compliant. During the year under review, the Company has not received any complaint.

Risk Management

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks which are considered necessary by the management

Internal Financial Control and Its adequacy

The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement. The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. In the Internal audits, all the units and business are covered which reports are reviewed by the management from time to time and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. There were no observations or remarks reported by the said auditors of the Company during the year under review.

Transaction with Related Parties

All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business. All Related Party transactions are mentioned in the noted to the financial statements. A statement giving details of such Related Party transactions are placed before the Audit Committee and the Board for review and approval. The policy on Related Party transactions, as approved by the Board of Directors, has been uploaded on the website of the Company. The particulars of contracts on arrangements with Related Parties referred to section 188(1) of the Companies Act, 2013 is prepared in form no. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure- 2 to this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure-3 and is attached herewith.

Particulars of Employees

Disclosure under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure-4.

Corporate Social Responsibility

in compliance with the requirement of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR policy of the Company is available on the website of the Company and can be accessed through the web link https://anq I ifesciences.com/wp-content/uploads/2022/09/ANG-CORPORATE-SOCIAL-RESPONSIBILITY-PQLICY-1.Pdf The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on CSR activities are provided in Annexure - 5 to this report.

Auditors & their Audit Reports

During the year 2023-24, the Statutory Auditor, M/s. Raman Wadhwa & Co., Chartered Accountants, (Firm Registration No.012037N) has resigned from his position as Statutory Auditor on 14.11.2023 due to unavoidable reason as he has shifted to abroad. After that, the Board of Directors appointed M/s Singh Bhupinder & Associates, Chartered Accountant (Firm Registration No. 035417N) appointed as Statutory Auditor dated 30.12.2023. M/s Singh Bhupinder & Associates, Chartered Accountant has issued and signed the Audited Financial Statement (Consolidated and Standalone) of FY 2023-24. However, M/s Singh Bhupinder & Associates, Chartered Accountant has resigned from the company on 14.08.2024 due to unavoidable circumstances (detail are mentioned in the disclosure made on BSE portal (https://www.bseindia.com/xml-data/corpfiling/AttachHis/42232864-7a43-456c-8fe7-

401919a3d135.pdf)

Now, based on the recommendation of Audit committee, the Board of Directors appointed a Statutory Auditor namely M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountant for 5 years, from the conclusion of this Annual General Meeting till the conclusion of Twenty Third Annual General Meeting with subject to shareholder''s approval.

In regards to the Auditorâs comment on Statutory dues (Undisputed and Disputed), the management apprised that the liability of Income Tax Act [as mentioned in (vii) (a) Undisputed Statutory dues in Independent Audit report for Standalone financial statement of FY 2023-24] has been paid and an amount of Rs. 59.87 lacs against the EPF [as mentioned in (vii) (a) Undisputed Statutory dues] as on date. Further the Income Liability (Disputed) as mentioned in Independent Audit report for Standalone financial statement for FY 2023-24 under point no. (vii) (b) has been under the process of CIT Appeal at Income Tax Department.

The Board, on the recommendation of the Audit Committee, has appointed M/s V. Kumar & Associates (FRN 100137), Cost Accountants as Cost Auditors to audit the cost records of the Company for the F.Y. 2024-25. The Company has not filed the Cost Audit Report for FY 2022-23 as on date. However this matter has taken on record by Audit committee and the Board of Directors has confirmed that the Cost Audit Report for FY 2022-23 will be filed soon.

In regards to the Secretarial Auditorâs comments on his report for year ended 31st March, 2024, the management apprised that at present, the company is maintain all the UPSI entries or data in SDD Software. During the year, due to Unavoidable circumstances, company has not followed the proper timeline to file the ROC E-forms and quarterly/half yearly/annually compliance under the applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Depositories and Participants) Regulations, 2018. The Secretarial Audit Report issued in this regard is annexed as Annexure-6.

Corporate Governance

In compliance with regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section to this report as Annexure-7.

Certificate on Corporate Governance

A Certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith in Annexure-C

Directors & Key Managerial Personnel

During the year, the Company has accepted the resignation of Mr. Subodh Sharma from the designation of Chief Financial Officer in the Board meeting dated 05.12.2022. Thereafter in the Board meeting dated 30.05.2023, Mr. Neeraj Gupta has elected as Chief Financial Officer of the Company.

On the recommendation of the NRC, the Board recommends the appointment of Mrs. Saruchi Gupta, Whole time Director, who retire by rotation and being eligible has offered himself for a re-appointment as Director of the Company, liable to retire by rotation.

In the opinion of the Board, during the year 2023-24, all the directors, as well as the directors proposed to appointed/re-appointed, passes the requisite qualifications, experience and expertise. Mr. Pawanjit Singh and Mr. Sukhpal Singh, Non- Executive Independent Director are exempt from the proficiency test and Mrs. Chetna, Non-Executive Independent Director is qualified Independent Director having DIN: 08981045, registered in Independent Director Databank under Indian Institute of Corporate Affairs with the registration no. IDDB-PA -2020L2-0327 34.

Pursuant to section 149(1) and section 203 of the Companies Act, 2013 read with applicable rules, as on date, the Board of Directors and Key Managerial Personnelâs (KMPs) of the company are as follow:-

Mr. Rajesh Gupta	Managing Director
Mrs. Saruchi Gupta	Whole time Director and appointed as CFO w.e.f. 13.05.2024
Mrs. Sudesh Kumari	Non-Executive Non-Independent Director resigned w.e.f 11.10.2023

Mr. Rohit Mittal	Non-Executive Non-Independent Director appointed w.e.f 11.10.2023
Mrs. Chetna	Non-Executive Independent Director
Mr. Pawanjit Singh	Non-Executive Independent Director
Mr. Sukhpal Singh	Non-Executive Independent Director
Mr. Neeraj Gupta	Chief Financial Officer (appointed w.e.f. 30.05.2023 and resigned w.e.f. 14.11.2023)
Ms. Renu Kaur	Company Secretary

Declaration from Independent Directors

The independent directors have given the declarations to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Meeting of the Board

The Board and Committee meetings are prescheduled, and a tentative calendar of the meeting are created, in consultation with the directors. However, in case of special and urgent business needs, approval is taken by passing the resolutions through circulation. During the year under review, eleven board meetings were conveyed and held. The maximum time gap between consecutive board meetings did not exceed 120 days. A detailed disclosure on the Board, it committee, its composition and brief terms of references, no. of board and committee meeting held and attendance of the directors at each meeting is provided in the report of Corporate Governance, which form part of this report as Annexure -7.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented In a separate section forming part of this report as Annexure- 8.

Board Evaluation

Pursuant to the section 134(p) of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees as per the criteria laid down by Nomination & Remuneration Committee. Also, the independent directors met separately on 29th March, 2024 to evaluate the performance of non- independent directors, performance of the board as a whole.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 & SS-2, relating to âMeeting of the Board of Directors and General Meetingsâ respectively.

Credit Rating

The credit rating is disclosed in the Corporate Governance Report which forms part of this Annual Report.

Significant and material orders passed by the regulators or courts or tribunals

There were no significant material orders passed by the Regulators or Court or Tribunals that would impact the going concern status of the Company and its operation in future.

Other Disclosure

There are no proceeding initiated/pending against the company under the Insolvency and Bankruptcy code, 2016 and there is no instance of one time settlement with any Bank or Financial Institution. (Refer note 40 to the Standalone Financial Statements).

Consolidated Financial Statements

Consolidated Financial Statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of Companies Act, 2013.

Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014

Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

Issue of Employee Stock Option

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.

Cash Flow Statement

In due compliance of the listing agreement and in accordance with the requirements prescribed by SEBI, the cash flow statement is prepared and is appended to this Annual Report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Directorsâ Responsibility Statement

Pursuant to the Directorsâ Responsibility Statement referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby confirmed that -

a. In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. The 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 as at 31st March, 2024 and of the profit of the Company for that period;

c. The directors have taken proper and sufficient care to the best of their knowledge and ability 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; and

d. The directors have prepared the annual accounts on a âgoing concernâ basis;

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

f. 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.

Acknowledgement

The Directors express their gratitude to their shareholders, business associates, vendors, clients, government authorities and the bankers of the Company for the help and co-operation that the Company has received from them.

The Directors also take this opportunity to express that the relations between the management and the staff were cordial during the period under review. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article