Directors Report of Chandra Bhagat Pharma Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting their 22^nd Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31^st March, 2025.

FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

(Rs. In Lacs)

PARTICULARS	Year Ended 31.03.2025	Year Ended 31.03.2024
Income from operations	8,671.61	22,137.19
Other Income	548.87	1,133.29
Total revenue	9,220.48	23,270.49
Total Expenses	9,103.94	23,044.29
Profit before tax	116.54	226.19
Current Tax	40.11	60.32
Deferred Tax Charge	(4.83)	(3.45)
Tax Expenses of Earlier years	(4.52)	16.30
Profit after tax	85.78	153.03

BUSINESS OPERATION:

The year under the review is having higher turnover and profit by way of financial
performance, as company by earlier year. Your directors are expecting robust growth
in near future.

The Gross income from operations of your Company is Rs. 8,671.61/- (in Lacs) as
against Rs. 22,137.19/- (in Lacs) in the previous year.

The Company has recorded a profit (PBT) of Rs. 116.54/- Lacs for the year ended
March 31, 2025 as compared to Rs. 226.19/- Lacs in the previous financial year. The
Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 85.78/-
Lacs as compared to Rs. 153.03/- Lacs in the previous financial year.

DIVIDEND:

The Board of Directors’ do not recommend any dividend for the year under review as
the Directors wants to retain profit for the future expansion of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there
was no dividend declared and paid last year.

AMOUNT TRANSFERRED TO RESERVES:

The Company has ploughed back its profits into the business and hence transferred the
Current Year’s Profit to reserves & Surplus Account.

ANNUAL RETURN:

As per Section 92(3) R/w Rule 12 of Companies (Management & Administration)
Rules, extract of Annual Return of company in Form MGT-9 is provided in the
“AnnexureA”.

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING
THE YEAR

During the year ended March 31^st, 2025, the Board met 9 times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act,
2013 (the “Act”). Required quorum was present throughout each meeting as per the
requirement of the said Act, the details of Board meetings are given below;

Sr. No.	Board Meeting Dates
1.	30/05/2024
2.	20/06/2024
3.	25/06/2024
4.	03/07/2024
5.	16/07/2024
6.	07/09/2024
7.	11/11/2024
8.	13/11/2024
9.	16/01/2025

Sr. No.	General Meeting Date	Purpose	AGM / EGM
1.	30/09/2024	1. Adoption of Accounts, Boards’ Report and Auditor’s Report for the F.Y. ended March 31st, 2024.	AGM

2. Re-Appointment of Mrs. Prachi Pranav Bhagat (DIN: 07933601) as a Director liable to retire by rotation.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of Section
177 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2024-25:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Audit Committee meetings during F.Y. 2024-25:

During the year under review, the Company held 4 (Four) Audit Committee meeting
on 16/07/2024, 07/09/2024, 11/11/2024, and 16/01/2025.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under
the provisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2024-25:

1. Pranav Hemant Bhagat, Wholetime Director (Chairperson);

2. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member);

3. Abha Praveen Doshi, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Nomination and Remuneration Committee meetings during F.Y. 2024-25:

During the year under review, the Company held 2 (Two) Nomination and
Remuneration Committee meeting on 30/05/2024 and 16/01/2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the
provisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2024-25:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Stakeholders Relationship Committee meetings during F.Y. 2024-25:

During the year under review, the Company held 2 (Two) Stakeholders Relationship
Committee meeting on 22/05/2023 and 11/11/2024.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the
provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“Act”).

Composition of the Committee:

Name of the Director	Designation in the Committee
Mr. Hemant Chandravadan Bhagat	Presiding Officer
Mr. Pranav Hemant Bhagat	Member
Mrs. Prachi Pranav Bhagat	Member

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 16/01/2025.

DECLARATION OF THE INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013,
the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of Independence as specified in Section 149(6) of
the Companies Act, 2013.

SHARE CAPITAL:

During the year under review, The Authorised Share Capital of the Company
Remained at Rs. 8,50,00,000.

During the year under review, The Paid up Share Capital of the Company also
Remained at Rs. 7,54,50,560.

DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company has No Subsidiary and, there is no any Joint Venture or Holding Company
of our Company.

DIRECTORS’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board of Directors of the company confirms that-

a. In the preparation of the annual accounts for the year ended 31^st March,
2025, the Company has followed the applicable accounting standards and
there are no material departures from the same.

b. Accounting policies were adopted and applied consistently and made
judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the affairs of the Company as at 31^st March, 2025 and of
the Profit of the Company for year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act of
safeguarding the assets of the Company and for preventing/ detecting fraud
and irregularities have been taken.

d. The Directors have prepared Annual Accounts on a “Going Concern” basis.

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

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

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its
Committees and individual Directors. The entire Board carried out performance
evaluation of each Independent Director excluding the Independent Director being
evaluated. The Nomination Remuneration Committee also carried out evaluation of
every director’s performance.

The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board
and Committees were mainly based on Disclosure of Information, Key functions of
the Board and Committees, Responsibilities of the Board and Committees, etc.
Evaluation parameters of Individual Directors including the Chairman of the Board
and Independent Directors were based on Knowledge to Perform the Role, Time and
Level of Participation, Performance of Duties and Level of Oversight and Professional
Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non¬
Independent Directors, Chairman of the Board and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 exempts companies which have listed their specified securities on SME
Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate
Governance requirements, and accordingly the reporting requirements like Corporate
Governance Report, Business Responsibility Report etc. are not applicable to the
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as
“Annexure-B” in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted
following policies which are available on its website http://cbcpharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Materiality of Related Party Transactions

• Policy on Preservation and Archival of Documents

COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nomination and Remuneration Committee has devised
Nomination and Remuneration Policy relating to appointment of Key Managerial
Personnel and Directors, Directors qualifications, positive attributes, independence of
Directors and their remuneration and other related matters as provided under Section
178(3) of the Companies Act, 2013. The brief abstract of the Policy is given below:

Policy Abstract:

L The role of the Committee as per the Nomination & Remuneration Policy will
be as under:

• To formulate criteria for determining qualifications, positive attributes and
independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be
appointed in Senior Management in accordance with the criteria laid down in
this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior
Management.

• To recommend to the Board policy relating to remuneration for Directors, Key
Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and /
or enforced by any. Statutory notification, amendment or modification, as may be
applicable.

• To perform such other functions as may be necessary or appropriate for the
performance of its duties.

II. Policy for Appointment and Removal of Director, Key Managerial Personnel
and Senior Management:

a) The Committee shall identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director,

KMP or at Senior Management level and recommend his / her
appointment, as per Company’s Policy.

b) A person should possess adequate qualification, expertise and

experience for the position he / she is considered for appointment. The
Committee has authority to decide whether qualification, expertise and
experience possessed by a person is sufficient / satisfactory for the
position.

c) The Company shall not appoint or continue the employment of any
person as Whole-time Director who has attained the age of seventy
years. Provided that the term of the person holding this position may be
extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution.

III. Policy For Remuneration To Directors / KMP/ Senior Management Personnel:

1) Remuneration to Managing Director /Whole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director /
Whole-time Directors, etc. shall be governed as per provisions of the
Companies Act, 2013 and rules made there under or any other enactment
for the time being enforce and the approval so obtained from the Members
of the Company.

b) The Nomination and Remuneration Committee shall make such
recommendations to the Board of Directors as it may consider appropriate
with regard to remuneration to Managing Director /Whole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and
such other remuneration as permissible under the provisions of Companies
Act, 2013. The amount of sitting fees shall be such as may be
recommended by the Nomination and Remuneration Committee and
approved by the Board of Directors.

b) All the remuneration of the Non-Executive / Independent Directors
(excluding remuneration for attending meetings as prescribed under Section
197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as
provided under Companies Act, 2013 and rules made there under or any
other enactment for the time being in force. The amount of such
remuneration shall be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors or
shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also
shall not be eligible to participate in any share based payment schemes of
the Company.

d) Any remuneration paid to Non-Executive /Independent Directors for
services rendered which are of professional in nature shall not be
considered as part of the remuneration for the purposes of clause (b) above
if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the
Professional; and

ii) In the opinion of the Committee, the director possesses the
requisite qualification for the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall
consist of fixed pay and incentive pay, in compliance with the provisions of
the Companies Act, 2013 and in accordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration, employer’s
contribution to Provident Fund, contribution to pension fund, pension
schemes, etc. as decided from time to time.

c) The Incentive pay shall be decided based on the balance between
performance of the Company and performance of the Key Managerial
Personnel and Senior Management, to be decided annually or at such
intervals as may be considered appropriate.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In accordance with the provisions of Section 197 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required
disclosures pertaining to the remuneration of Directors and employees are provided in
“Annexure- C” to this Report.

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

The particulars pertaining to Section 186 of Companies Act, 2013 relating to loans,
Guarantees and Investments are not applicable to the company. The disclosure of other
loans, guarantees and investments are made in financial statements of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All related party transactions that were entered during the financial year were on arm’s
length basis and were in the ordinary course of business. There are no significant
related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.

Accordingly, there were no contracts or arrangements required to be reported under
Section 188(1) of the Companies Act, 2013. However, as a matter of good governance
and in compliance with applicable provisions, Form AOC-2 is attached to this Report
as “Annexure - D”, indicating that no such transactions took place.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and Annual General Meetings.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and on the date of this report.

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

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption.
The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and
the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate source of energy:

Energy consumption of company is restricted to office and god own use of electricity.
Company has consciously installed energy saving air conditioners and replaced LED
lights with old tube lights and bulbs in all the premises.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and the company is not into
field of research and development and hence no major cost incurred during the period
under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was given below Foreign Exchange earnings and outgo during the financial year as
required by the Companies (Accounts) Rules, 2014.

Details of earnings in foreign exchange:

Particulars	Current Year (In Lacs) 01.04.24 - 31.03.25	Previous Year (In Lacs) 01.04.23 - 31.03.24
Export of Goods calculated on FOB Basis	6,958.68	19,772.16
Interest and dividend	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Other Income	-	-
Total earning in foreign exchange	6,958.68	19,772.16

Details of expenditure in foreign exchange:

Particulars	Current Year (In Lacs) 01.04.24 - 31.03.25	Previous Year (in Lacs) 01.04.23 - 31.03.24
Import of Capital Goods calculated on CIF Basis:
(i) raw material	-	-
(ii) component and spare parts	-	-

(iii) capital goods - Software Purchase	-	-
Expenditure on account of:	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Interest	-	-
Other matters (Foreign Travelling expenses & FDA expenses	54.36	150.39
Dividend paid	-	-
Total expenditure in foreign exchange	54.36	150.39

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through
means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such
as business, project execution, event, financial, human, environment and statutory
compliance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the
Company as on March 31, 2025. Hence, your Company is not required to adopt the
CSR Policy or constitute CSR Committee during the year under review.

DEPOSITS:

The company has not accepted / renewed any deposits during the year under review.
DIRECTORS:

The Board is duly constituted according to the provisions of the Companies Act.

The Directors on the Board have submitted notice of interest under Section 184(1),
intimation under Section 164(2) of the Companies Act, 2013 and declaration as to
compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hemant Bhagat, Mr. Hemant
Chandravadan Bhagat, Mr. Ravindra Gajanan Awati, Ms. Prachi Pranav Bhagat and
Ms Abha Praveeen Doshi.

S. No.	Name of Director/ KMP	Designation	Promoter/ Independent	Executive/ Non Executive	Date of Appointment
1.	Hemant Chandravadan Bhagat	Managing Director	Promoter	Chairman/ Executive	10/03/2003
2.	Pranav Hemant Bhagat	Wholetime Director	Promoter	Executive	17/05/2004
3.	Prachi Pranav Bhagat	Director	Promoter	Executive	25/09/2018
4.	Prachi Pranav Bhagat	CFO	KMP	Executive	31/08/2019
5.	Ravindra Gajanan Awati	Director	Independent	Non - Executive	31/08/2019
6.	Abha Praveen Doshi	Director	Independent	Non - Executive	15/07/2019
7.	Rajni Dawani	CS	KMP	Executive	30/03/2022

In accordance with the provisions of the Companies Act, 2013, and the Articles of
Association of the Company, Mr. Hemant Chandravadan Bhagat retires by rotation at
the forthcoming Annual General Meeting and being eligible, offers himself for re¬
appointment.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company has appointed M/s. A Y &
COMPANY, Chartered Accountants (Firm Registration No. 020829C) as the
Statutory Auditor of your Company in AGM held on 30.09.2023 for a period of 5
years to hold office till the conclusion of Annual General Meeting to be held in the
year 2028.

The Company has received written confirmation to the effect that they are not
disqualified from acting as the Statutory Auditors of the Company in the terms of
provisions of Section 139 and 141of the Act and rules framed there under.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the

Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed

by the Management and relevant Board Committees including the Audit Committee,
the Board is of the opinion that the Company’s internal financial controls with
reference to the financial statements were adequate and effective during the F.Y.
2024-25.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s
business and size and complexity of its operations are in place and have been
operating satisfactorily. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired
economically, used efficiently and adequately protected.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. Amit Dharmani & Associates, Company
Secretaries, as Secretarial Auditors for the F.Y. 2024-25. The Secretarial Audit Report
for the financial year ended March 31, 2025 is set out in “Annexure-E” to this
Report.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of
Companies (Cost records and audit) Rules, 2014, the Company is not required to
appoint a cost auditor to audit the cost records of the Company.

EXPLANATION ON AUDITORS REPORTS

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the
Auditors in their report for the year under review.

B. Annual Report

There are no qualifications or reservation or adverse remarks made by the
Auditors in their report for the year under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances
of frauds committed in the Company by its Officers or Employees under Section
143(12) of the Companies Act, 2013.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report
2024-25 is being sent through electronic mode to those Members whose email
addresses are registered with the Company/ Depositories. Members may note that the
Notice and Annual Report 2024-25 will also be available on the Company’s website
http://cbcpharma.com/.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy,
where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud, but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the
Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection
from any kind of unfair treatment or victimization. The Whistle Blower Policy is
disclosed on the website of the Company at http://cbcpharma.com/.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transaction on these items during the year under
review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees
of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s operations in
future.

5. There were no instance of non-exercising of voting rights in respect of shares
purchased directly by the employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and Debenture)
Rules, 2014 and hence no information has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and

assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year. Your Directors look forward to the
continued support of all stakeholders in the future.

For and on behalf of

CHANDRA BHAGAT PHARMA LIMITED

HEMANT C BHAGAT PRANAV HEMANT BHAGAT

MANAGING DIRECTOR WHOLETIME DIRECTOR

(DIN: 00233530) (DIN: 00156362)

PLACE: MUMBAI
DATE: 29.05.2025

---

Mar 31, 2024

Your Directors have pleasure in submitting their 21^st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024 .

FINANCIAL PERFORMANCE:

The Financial performance of the Company din ing the year was as under:

PARTICULARS	Year Ended	Year Ended
	31.03.2024	31.03.2023
	(In Lacs)	(In Lacs)
Income from operations	22,137.19	11,967.22
Other Income	1,133.29	29.31
Total revenue	23,270.49	11,996.53
Total Expenses	23,044.29	11,880.35
Profit before tax	226.19	116.19
Current Tax	60.32	29.33
Deferred Tax Charge	(3.45)	0.16
Tax Expenses of Earlier years	16.30	(3.85)
Profit after tax	153.02	90.54

BUSINESS OPERATION:

The year under the review is having higher turnover and profit by way of financial performance, as compared to earlier year. Due to high turnover and higher base effect, gr owth in current year is expected to be modest as compared to year ending 31-3-2024.

The Gross income from operations of your Company is Rs. 22,137.19/- (in lacs) as against Rs. 11,967.22/- (in lacs) in the previous year. The net profit after tax for the year under review is Rs. 153.02/- (in lacs) as against Rs. 90.54/- (in lacs) in the previous year.

DIVIDEND

The Board of Directors’ do not recommend any dividend for the year under review as the Directors wants to conserve resources and retain profit for the future expansion of the Company.

AMOUNT TRANSFERRED TO RESERVES

The Company has ploughed back its profits into the business and hence transferred the Current Year’s Profit to reserves & Surplus Account.

ANNUAL RETURN:

As per Section 92(3) R/w Rule 12 of Companies (Management & Administration) Rules, extract of Annual Return of company in Form MGT-9 is provided in the “Annexure A”.

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING THE YEAR

Dining the year ended March 31^st, 2024, the Board met 5 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

Sr. No.	Board Meeting Dates
1.	05.04.2023
2.	22.05.2023
3.	05.09.2023
4.	09.11.2023
5.	22.02.2024

Sr. No.	General Meeting Date	Purpose	AGM / EGM
1.	30/09/2023	1. Adoption of Accounts, Boards’ Report and Auditor’s Report for the F.Y. ended March 31st, 2023. 2. Re-Appointment of Mr. Pranav Hemant Bhagat (DIN: 00156362) as a Director liable to retire by rotation. 3. Approval of Appointment of Statutory Auditor.	AGM

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of Section 177 of the Companies Act,2013.

Composition of the Committee during F.Y. 2023-24:

1. Hemant Chandravadan Bliagat, Managing Director (Chairman),

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member)and

4. Rajni Dawani (Secretary)

Audit Committee meetings during F.Y. 2023-24:

Dining the year under review, the Company held 5 Audit Committee meeting on 05/04/2023, 22/05/2023,05/09/2023, 09/11/2023 and 22/02/2024.

NOMINATION AND REMUNERATION C OMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2023-24:

1. Pranav Hemant Bhagat, Wholetime Director (Chainnan)

2. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member);

3. Abha PraveenDoshi, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Nomination and Remuneration Committee meetings during F.Y. 2023-24:

Dining the year under review, the Company held 3 Nomination and Remuneration Committee meeting on 22/05/2023, 09/11/2023 and 22/02/2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of Section 178 ofthe Companies Act, 2013.

Composition of the Committee during F.Y. 2023-24:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Stakeholders Relationship Committee meetings during F.Y. 2023-24:

During the year under review, the Company held 3 Stakeholders Relationship Committee meeting on 22/05/2023, 09/11/2023 and 22/02/2024.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”).

Composition of the Committee:
Name of the Director	Designation in the Committee
Mr. Hernant Chandravadan Bhagat	Presiding Officer
Mr. Pranav Hernant Bhagat	Member
Mrs. Prachi Pranav Bhagat	Member

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 22^nd May, 2023.

DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of

independence as laid downunder Section 149(6) of the Companies Act, 2013.

SHARE CAPITAL:

Din ing the year under review, The Authorised Share Capital of the Company Remained

at Rs. 8,50,00,000.

Dining the year under review, The Paid up Share Capital of the Company also

Remained at Rs. 7,54,50,560.

DIRECTORS’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the

Board of Directors of thecompany confirms that-

a. In the preparation of the annual accounts for the year ended 31^st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.

b. Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31^st March, 2024 and of the Profit of the Company for year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting hand and irregularities have been taken.

d. The Directors have prepared Annual Accounts on a “Going Concern” basis.

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

f. The Directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairman of the Boar d and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed then^- specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the C ompany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as “Annexure-B''’ in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted following policies which are available on its website http://cbcpharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider Trading

• Policy on Materiality of Related Party Transactions

• Policy on Preservation and Archival of Documents

COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nominationand Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Directors qualifications, positive attributes, independence of Directors and then remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013. The brief abstract of the Policy is given below:

Policy Abstract:

I. The role of the Committee as per the Nomination & Remuneration Policy will be as under:

• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personneland Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To cany out any other function as is mandated by the Board from time to tune and / or enforced by any. Statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the perfonnance of its duties.

II. Policy for Appointment and Removal of Director, Key Managerial Personnel and Senior Management:

a) The Committee shall identify and ascertain the integrity, qualification,

expertise and experience of the person for appointment as Director,

KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.

b) A person should possess adequate qualification, expertise and

experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy

years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

ill. Policy For Remuneration To Directors / KMP/ Senior Management Personnel:1) Remuneration to Managing Director AVhole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being enforce and the approval so obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors as it may consider appropriate with regard to remuneration to Managing Director AVhole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sittmg fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved bytlie Board of Directors.

b) All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non-Executive /Independent Directors for services rendered which areof professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Seivices are rendered by such Director in his capacity as the Professional; and

ii) In the opinion of the Committee, the director possesses the requisite qualification forthe practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and inaccordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fluid, pension schemes, etc. as decided from time to time.

c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

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

The particulars pertaining to Section 186 of Companies Act, 2013 relating to loans, Guarantees and Investments are not applicable to the company. The disclosure of other loans, guarantees and investments are made in financial statements of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered dining the financial year were on arm’s length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and on the date of this report.

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

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate source of energy:

Energy consumption of company is restricted to office and godown use of electricity. Company has consciously installed energy saving air conditioners and replaced LED lights with old tubelights and bulbs in all the premises

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and die company is not into field of research and development and hence no major cost incurred dining the period under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was given below Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

Details of earnings in foreign exchange:
Particulars	Current Year (In Lacs) 01.04.23 - 31.03.24	Previous Year (In Lacs) 01.04.22 - 31.03.23
Export of Goods calculated on FOB Basis	19,772.16	5,758.09
Interest and dividend	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Other Income	-	-
Total earning in foreign exchange	19,772.16	5,758.09
Details of expenditure in foreign exchange:
Particulars	Current Year (In Lacs) 01.04.2331.03.24	Previous Year (in lacs) 01.04.22 - 31.03.23
Import of Capital Goods calculated on	-	-

CIF Basis:
(i) raw material	-	-
(ii) component and spare parts	-	-
(iii) capital goods -Software Purchase	-	-
Expenditure on account of:	-	-
Royalty	-	-
Know-how	-	-
Professional and Consultancy fees	-	-
Interest	-	-
Other matters (Foreign Travelling expenses & Custom Charges	485.90	69.69
Dividend paid	-	-
Total expenditure in foreign exchange	485.90	69.69

STATEMENTCONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from tune to tune. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The maj or risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

DETAIES OF POEICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2024. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee dining the year under review.

DEPOSITS:

The company has not accepted / renewed any deposits dining the year under review. DIRECTORS:

The Board is duly constituted according to the provisions of the Companies Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hemant Bhagat, Mr. Hemant Chandravadan Bhagat, Mr. Ravindra Gajanan Awati, Ms. Prachi Pranav Bhagat and Ms Abha Praveeen Doshi.

s. No.	Name of Director/KMP	Designation	Promoter/ Independent	Executive/ Non Executive	Date of Appointment
1.	Hemant Chandravadan Bhagat	Managing Director	Promoter	Chairman/ Executive	10/03/2003
2.	Pranav Hemant Bhagat	Whole-time Director	Promoter	Executive	17/05/2004
3.	Prachi Pranav Bhagat	Director	Promoter	Executive	25/09/2018
4.	Prachi Pranav Bhagat	CFO	KMP	Executive	31/08/2019
5.	Ravindra Gajanan Awati	Director	Independent	Non - Executive	31/08/2019
6.	Abha Praveen Doshi	Director	Independent	Non - Executive	15/07/2019
7.	Rajni Dawani	CS	KMP	Executive	30/03/2022

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Prachi Pranav Bhagat retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company lias appointed M/s. A Y & COMPANY, Chartered Accountants (Firm Registration No. 020829C) as the Statutory Auditor of your Company hi AGM held on 30.09.2023 for a period of 5 years to hold office till the conclusion of Annual General Meeting to be held in the year 2028.

The Company has received written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and 141 of the Act and rules framed there under.

I INTERNAL FINANCIAL COM ROT SYSTEMS AM) THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the

Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective dining the F.Y. 202324.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Board has appointed M/s. Arnit Dharmani & Associates, Company Secretaries, as Secretarial Auditors for the F.Y. 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in “Annexure-C” to this Report.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration:

Director	Designation	Remuneration P.A. (in lacs.)	Ratio
Hemant Chandravadan Bhagat	Managing Director	24.00	33.34
Pranav Hemant Bhagat	Whole tune Director	24.00	33.34

b) Percentage increase in the median remuneration of employees in the Financial Year 202324: 23.15

c) Number of permanent employees on the rolls of the Company as on March 31^st, 2024:-37

d) Average percentile increase made in the salaries of employees other than key 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:

e) It is hereby affirmed that the remuneration paid dining the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of Section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,02,00,000/ -per annum or Rs. 8,50,000/- per month dining the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

EXPLANATION ON AUDITORS REPORTS

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for theyear under review.

B. Annual Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for theyear under review.

REPORTING OF FRAUDS BY AUDITORS

Dining the year'' under review, the Statutory Auditors have not reported any instances of frauds committed hi the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items dining the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, votmg or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company dining the year. Your Directors look forward to the continued support of all stakeholders in the future.