Directors Report of Decipher Labs Ltd.

Mar 31, 2024

The Board of Directors take pleasure in presenting the Thirty Eighth Annual Report including inter-
alia Directors’ Report, its annexures and audited financial statements (including standalone &
consolidated financial statements along with respective Auditors’ Report thereon) for the year ended
31st March 2024. The consolidated performance of the Company and its subsidiaries has been referred
to wherever required.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^stMarch, 2024 has been as under:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	353.16	81.00	3587.86	4557.27
Other income	1.99	2.82	41.65	737.06
Profit/loss before Depreciation, Finance Costs,	3.96	(34.00)	(54.08)	(106.34)
Less: Depreciation/ Amortisation/ Impairment	1.45	5.74	45.27	42.75
Profit /loss before Finance Costs, Exceptional items and Tax Expense	2.51	(39.74)	(99.35)	(149.09)
Less: Finance Costs	—	—	21.76	42.69
Profit /loss before Exceptional items and Tax Expense	2.51	(39.74)	(121.11)	(191.78)
Add/(less): Exceptional items	—	224.15	—	224.15
Profit /loss before Tax Expense	2.51	(263.89)	(121.11)	(415.93)
Less: Tax Expense (Current & Deferred)	0.18	(2.14)	46.45	(147.70)
Profit /loss for the year (1)	2.33	(261.75)	(167.56)	(268.23)
other Comprehensive Income/loss (2)	—	—	32.77	172.57
Total (1 2)	2.33	(261.75)	(134.79)	(95.66)
Earnings per share	0.02	(2.59)	(1.66)	(2.66)

2. OVERVIEW & STATE OF THE COMPANY’S AFFAIRS:

Revenues - standalone

During the year under review, the Company on a standalone basis has recorded a total income of Rs.
355.15 Lakhs and net profit of Rs. 2.33 Lakhs as against the income of Rs.83.82 Lakhs and incurred a
loss of Rs. 261.75 Lakhs respectively in the previous financial year ending 31.03.2023.

Revenues - Consolidated

During the year under review, the Company on a consolidated basis has recorded an income of Rs.
3629.51 Lakhs and incurred a loss of Rs. 134.79 Lakhs as against the income of Rs. 5294.33 Lakhs
and incurred a loss of Rs. 95.66 Lakhs respectively in the previous financial year ending 31.03.2023.

3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management Discussion
and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the annual
Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of
business pursuant to inter-alia Section 134 of the Companies Act, 2013 and Companies (Accounts)
Rules, 2014.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year under
review.

6. DIVIDEND:

The Company has not paid any dividend during the year under review.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the Financial Year 2023-24 of the Company to which the
financial statements relate and the date of the Annual Report.

8. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read
with SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19,
2023, the Directors the Directors confirm that the Company is not defined as a “Large Corporate” as
per the framework provided in the said Circular. Further, your Company has not raised any funds by
issuance of debt securities.

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

During the year under review, there was no change in the share capital. The Authorized Share Capital
of your Company as on March 31, 2024 stood at Rs. 10,50,00,000/- and the issued and paid-up share
capital of the Company consists of 1,01,00,000 shares of face value Rs.10/- each amounting to
Rs. 10,10,00,000/-.

11. FURTHER ISSUE OF SHARE CAPITAL:

During the year under review, your Company has not made any allotments.

12. TRANSFER OF SHARES AND UNPAID OR UMCLAIMED AMOUNTS TO INVESTOR
EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read
with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the Investor
Education and Protection Fund (“IEPF”), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under the
Section 125(1) and Section 125(2) of the Act.

13. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MAN AN GERIAL PERSONNEL

As on date of this report, the Company has 5 Directors, out of which three are Independent including
two women Directors and one is executive director and one non-executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Resignation of Ms. Megha Agarwal as Company Secretary and Compliance Officer of the Company
with effect from 30^th June, 2023.

• Appointment of Mr. Siva Kumar Reddy Chappidi as Company Secretary and Compliance Officer
of the Company with effect from 19^th July, 2023.

• Re appointment of Mr. Sushant Mohan Lai as Executive Director of the Company with effect from
29^th September, 2023.

• Appointment of Mrs. Gayathri Raghuram as Independent Director of the Company with effect from
04^th September, 2023.

• Resignation of Mr. Mary Vara Prasad Mutluri as Independent Director of the Company with effect
from 30^th May, 2024.

b) Key Managerial Personnel:

Key Managerial Personnel as on date of this report

• Mr. Sushant Mohan Lai, Executive Director of the Company.

• Mrs. Sonam Jalan, Chief Financial Officer of the Company.

• Mr. Siva Kumar Reddy, Company Secretary and Compliance Officer of the Company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the
Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM
forming part of this Annual Report.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has, inter alia, received the following declarations from all the Independent Directors
as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation
16(l)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with
Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change
in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the
Act; and

c. they have registered themselves with the Independent Director’s Database maintained by the Indian
Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are
exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted
by the Independent Directors after undertaking due assessment of the veracity of the same.

15. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times on 11.04.2023, 30.05.2023, 19.07.2023, 14.08.2023,
04.09.2023, 10.11.2023 and 14.02.2024 and in respect of which meetings, proper notices were given
and the proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.

16. BOARD EVALUATION:

Performance of the Board and Board Committees was evaluated on various parameters such as
structure, composition, diversity, experience, corporate governance, competencies, performance of
specific duties and obligations, quality of decision-making and overall Board effectiveness.
Performance of individual Directors was evaluated on parameters such as meeting attendance,
participation and contribution, engagement with colleagues on the Board, responsibility towards
stakeholders and independent judgement.

All the Directors participated in the evaluation process conducted in February 2024. The Board
discussed the performance evaluation reports of the Board, Board Committees, Individual Directors.
The Board upon discussion noted the inputs of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and
Individual Directors is enumerated in the Corporate Governance Report.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2)
& (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure IX (a) to the annual Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name
of every employee is annexed to the Annual report as Annexure IX (b).

During the year, NONE of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above
per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section
197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies
(Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is as
mentioned in Annexure- IX (a).

19. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were 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.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations,
commensurate with its size and operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company
and reports to the Audit Committee of the Board.

21. DETAILS OF FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca)
of the Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as
Annexure VI.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features
of the financial statements of the subsidiary company in Form AOC- 1 is annexed as Annexure III
herewith forming part of the Annual Report. In accordance with the proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone
and the consolidated financial statements has been placed on the website of the Company.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, no Company has ceased or become to be its subsidiaries, joint ventures
or associate Company.

25. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the ‘Listing Regulations’) and Section 129 of the Companies Act, 2013, the
Consolidated Financial Statements which have been prepared by the Company in accordance with the

applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards
(Ind AS) forms part of this Annual Report.

26. DEPOSITS FROM PUBLIC:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024
and as such, no amount of principal or interest on public deposits was outstanding as on the date of the
balance sheet.

27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024,
there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending
the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the
Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan
by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments attracting the provisions of
Section 186 of the Companies Act, 2013 during the year under review.

29. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length
basis and in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure-IV to this report.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company’s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient computers
and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not
applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : US $36,600
Foreign Exchange Outgo : NIL

31. COMMITTEES:

(I) . AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of
SEBI (LODR) Regulations with the Stock Exchange read with Section 177 of the Companies Act,
2013 are included in the Corporate Governance report, which forms part of this report

(II) . NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange read with
Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms
part of this report.

(III) . STAKEHOLDERS RELATIONSHIP/ INVESTOR GRIEVANCE COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions
of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

32. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000
Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the
Company need not adopt any Corporate Social Responsibility Policy.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting
illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under
which the employees are free to report violations of applicable laws and regulations and the Code of
Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee.
During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report
genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The
same has been placed on the website of the Company www.decipherlabs.in.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators /courts that would impact the
going concern status of the Company and its future operations.

35. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed
a resolution for appointment of M/s. Ramnatham & Rao., Chartered Accountants, Hyderabad as
Statutory Auditors of the Company for a period of 5 years in the AGM held on 25.09.2021 to hold
office up to the conclusion of 40^th Annual General Meeting of the Company to be held for the financial
year 2025-2026.

The notes of the financial statements referred to in the Auditors’ Report issued by M/s. Ramnatham&
Rao., Chartered Accountants, Hyderabad for the financial year ended on 31^st March, 2024 are self¬
explanatory and do not call for any further comments. The Auditors’ Report does not contain any
qualification, reservation or adverse remark.

36. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit
Committee, the Board of Directors had appointed M/s. S.S. Reddy & Associates, Practicing Company
Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for
financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Company Secretaries for the
financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith
as Annexure-1 and forms integral part of this Report.

37. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation
24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance
audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines
issued thereunder. Further, Secretarial Compliance Report dated 24^th May, 2024, was given by Mr. S.
Sarveswar Reddy, Practicing Company Secretary which was submitted to BSE Limited.

38. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and
Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014;
during the year under review the Internal Audit of the functions and activities of the Company was
undertaken by the Internal Auditor of the Company on quarterly basis.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit
Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification
on accounts of the Company from the Internal Auditor.

39. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied
with the applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India and notified by Ministry of Corporate Affairs.

40. DECLARATION FROM DIRECTORS:

None of the Directors of the Company are disqualified from being appointed as Directors as specified
under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-
enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and
Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such statutory
authority.

All members of the Board and Senior Management have affirmed compliance with the Code of
Conduct for Board and Senior Management for the financial year 2023-24. The Company had sought

the following certificates from independent and reputed Practicing Company Secretaries confirming
that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being
appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with
Schedule IV and Rules issued thereunder and the Listing Regulations.

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the
Company www.decipherlabs.in.

42. DETAILS FOR APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of
the Company under Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

44. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard
to the affairs of the Company in all respects.

45. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to
be implemented.

46. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

47. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the business activities carried out by the Company.

48. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation
34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- X to this report.

49. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarisation programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarisation programme for Independent Directors is disclosed on the
Company’s website www.decipherlabs.in.

50. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our website
www.decipherlabs.in.

51. INSURANCE:

The properties and assets of your Company are adequately insured.

52. CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance,
forming a part of this Report and the requisite certificate from the Company’s Auditors confirming

compliance with the conditions of Corporate Governance is attached to the report on Corporate
Governance as Annexure-II.

53. CREDIT & GUARANTEE FACILITIES:

The Company has not availed any credit and guarantee facilities during the year apart from the banking
facilities for its day-to-day operations.

54. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The
Company has a robust risk management framework to identify, monitor and minimize risks and also
to identify business opportunities. As a process, the risks associated with the business are identified
and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are
reviewed by the senior management on a periodical basis.

55. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with
the Company which in the Judgement of the Board may affect the independence of the Directors except
Mr. Ajjarapu Janakiram (Non- Executive Director & Promoter) who is holding 16,59,075 Equity
Shares of the Company.

56. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The
Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the consequences of
violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of insider
trading, is available on our website (www.decipherlabs. in).

57. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (TOSH Act’) and the Rules made thereunder. With the objective
of providing a safe working environment, all employees (permanent, contractual, temporary, trainees)
are covered under this Policy. The policy is available on our website (www.decipherlabs.in).

All employees are covered under this policy. The Company is having less than 10 employees and
therefore not required to constitute Internal Complaints Committee. No Complaints were pending at
the beginning of the year or received during the year.

58. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee’s stock option scheme : NA

4. Disclosure on purchase by Company or giving of loans

by it for purchase of its shares : NA

5. Buy back shares : NA

7. Preferential Allotment of Shares : NA

59. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory
and governmental authorities.

Your Directors also thank the employees at all levels, who through their dedication, co-operation,
support and smart work have enabled the company to achieve a moderate growth and is determined to
poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks etc. for their
continued support for the growth of the Company.

For Decipher Labs Limited

Sd/- Sd/-

Sushant Mohan Lai Venkateswara Rao Gudipudi

Place: Hyderabad Executive Director Director

Date: 14.08.2024 (DIN: 01227151) (DIN: 02147615)

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Mar 31, 2015

Dear Members,

Your Directors have pleasure in submitting their Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financials for the year under review along with the corresponding figures of the previous year's figures are as under:-.

(Amount in Lakhs)

For the For the year ended year ended

31-03-2015 31-03-2014

Net Sales /Income from

Business Operations 9.63 4.60

Other Income 8.77 2.84

Total Income 18.40 7.44

Less Interest 0.00 0.00

Profit before Depreciation (345.18) (79.86)

Less Depreciation 23.21 20.80

Profit after depreciation and (368.39) (59.06) Interest

Less Current Income Tax 0.00 0.00

Less Previous year adjustment 0.00 0.00 of Income Tax,

Less Deferred Tax 0.00 0.00

Net Profit after Tax (368.39) (79.86)

Dividend (including Interim 0.00 0.00 if any and final )

Net Profit after dividend and Tax (368.39) (79.86)

Amount transferred to General Reserve 0.00 0.00

Balance carried to Balance Sheet (368.39) (79.86)

Earning per share (Basic) (4.60) (1.00)

Earning per Share(Diluted)

2. DIVIDEND

As the company did not earn distributable profits, the board of directors did not recommend any dividend for the financial year under review. Since the company has not declared any dividend for more than 10 years. the provisions of Section 125 (2) of the Companies Act, 2013 do not apply.

3. RESERVES

The Board did not propose to transfer any amount to reserves

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, your company achieved a turnover of Rs.9.63 Lakhs in the year 2014-15 as compared to Rs.4.60 Lakhs during 13-14.

The Company approached companies manufacturing quality medicines, to get their products manufactured on Third Party & Loan Licence basis as the Company handed over the Leased Land, Buildings, Machinery & Lab Equipments to the owners while reflecting the same in the Balance Sheet. This was necceciated as the Owners, being co-promoters of your company exited from the Company & its Board and refused to extend the Lease expiring on 31st March, 2015 for further period. The residual Machineries of the company are kept temporarily in rented Godowns. The residual Machineries are mostly Obsolete and outdated ones and have now become redundant with no immediate usage and installing the same in other premises is neither viable nor profitable.

Your Directors take pleasure in informing you that they have finalized a Company with two decades of experience to manufacture the Products of WHO GMP standards. Some of the Products are in advanced stage of Production with the new Packing Materials like Foils/Cartons/Boxes etc being already ordered and getting them in to place. The company is very confident of building a very decent business volumes in due course of time.

5. CHANGE IN THE BUSINESS OF THE COMPANY:

During the year under review, the company did not change its line of activity.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure A".

7. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as part of this Annual Report as "Annexure - B". Certificate from the Statutory Auditors of the company M/s. Anandam & Co, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as Stipulated under Clause 49 of the Listing Agreement is included as part of this report as "Annexure C".

8. LISTING & TRADING ON STOCK EXCHANGES

The Equity Shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai. The Market price of the Share as on 31st March , 2015 was Rs.9.61 per share. The Company confirms that it has paid the Annual Listing Fee for the year 2015-16 to BSE where the Company' Shares are listed. As of 26th Aug. The shares of the company are suspended from trading due to penal reasons. The company is making efforts to get the suspension revoked at the earliest.

9. DEMATERIALISATION OF SHARES

82.63% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 17.37% is in physical form. The Company's Registrars are M/s Venture Capital & Corporate Services Private Limited, 12-10-167, Bharat Nagar, Hyderabad-500 018, Telangana. Phone: ( 91)-4023818475/476 FAX: [phone] Email id: [email protected].

10. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause49 of the Listing Agreements ("Clause 49").

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

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

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

In a separate meeting of independent Directors, performance of non- independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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 the date of this report.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no order passed by any Court or Tribunal or forum which impacted or is likely to impact the "Going concern status" of the company.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The company has adequate internal financial controls and has a separate Audit committee to assess the internal controls and guide the company accordingly.

14. DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE

The Company does not have any subsidiary or joint venture or associate company.

15. DEPOSITS

The Company has neither given nor accepted any Public Deposits during the year under review.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

17. 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 relating to Corporate Social Responsibility does not apply to the company.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by either the Auditors or by the Practicing Company Secretary in their respective reports except the following Disclaimers:

1. Auditors Report

a) Appointment of CFO

2. Secretarial Audit Report

a) Appointment of CFO & CS

b) Company's Manufacturing Licence Under Renewal

c) Inter-se Transfer of Shares Between Promoters

The company could not appoint the Chief Financial Officer (CFO) and full Time Company Secretary due to the present Financial Status of the Company. The company is making efforts to appoint the CFO & CS at the earliest.

The company has a valid Drug Manufacturing and Wholesale Licence and has applied for the Renewal of the Drug Manufacturing Licence which is a continuous process.

There was an Inte-se transfer of Shares between the Promoters under due intimation to BSE & SEBI. However, there is no Change in Total Promoter Holding.

22. SHARE CAPITAL

The Company has not bought back any of its securities nor has it issued any Equity or Sweat Equity or bonus Shares or has not provided any Stock Option Scheme to the employees during the year under review.

23. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination & Remuneration Committee is vested with the powers to recommend the Appointment of a Director and fix, recommend the Remuneration accordingly.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

Name Designation Yearly Remuneration (Rs).

1. Mr.Suchit Mohan Lal Managing Director 2,40,000.00.

2. Mr.Sushant Mohan Lal Executive Director 2,40,000.00

B) Details of every employee of the Company as required pursuant to 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under :

1. The Ratio as such is not applicable.

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report — NIL

24. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 in Form MGT 9 is attached to this Report at Annexure 'F'.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

30th May, 2014, 14th August, 2014, 14th November, 2014, 22nd December, 2014, 14th February, 2015 and 30st March, 2015 & the details are given as Annexure 'B' in the Corporate Governance Report.

The Company constituted 3 Committees as under:

(I) Audit Committee;

(II) Nomination & Remuneration Committee ;

(III) Share holders Grievance Relationship/Share Transfer Committee The details are given as Annexure 'B' in the Corporate Governance Report.

26. DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Smt Vemuri Shilpa was appointed as an Independent Woman Director on 30-03-2015.

Shri Anjani Kumar Agarwal and Shri Sanjay Kumar Agarwal, Executive Directors resigned from the Company as Directors with effect from 22-12-2014 due to their pre-occupation and their resignations were accepted by the Board.

Shri S.S.Marthi resigned from the Company as Director with effect from 22-12-2014 due to his pre-occupation and his resignation was accepted by the Board.

Shri Sushant Mohan Lal Director of the Company and Vemuri Shilpa, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

27. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted declarations disclosing to the Board that they fulfil the criteria stipulated under 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 made there under.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members:

A. Shri B.N. GNANA PRAKASH B. Smt VEMURI SHILPA C. Shri. SUSHANT MOHAN LAL

The above composition of the Audit Committee consists of independent Directors viz., Mr B.N. GNANA PRAKASH and Mrs. Smt VEMURI SHILPA who form the majority. The Audit committee was reconstituted on 22nd December 2014 after the resignation of Mr. S.S.Marthi & Mr.S.K.Agarwal & was again reconstituted on 30th March 2015 on co-option of Mrs. Vemuri Shilpa, as Independant Director of the Company.

The Audit Committee reports to the Board.

The Company has a vigil mechanism in place.

29. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 and rules made there under ("the Act"), forming of a Corporate Social Responsibility (CSR) Committee is Not Applicable to the Company.

30. PARTICULARS OF EMPLOYEES:

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given elsewhere in the report. As per the proviso to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees posted and working outside India is - NIL.

31. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outflow [Clause (m) of sub-section (3) of section 134 of the Act, r/w Rule 8 of the Companies (Accounts) Rules, 2014]

(A) Conservation of energy

The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources. The energy consumed during the year was minimal at Rs.0.77 Lakhs & hence, No Additional Investments or proposals were implemented for reduction of consumption of energy.

(B) Technology absorption : The company did not carry out any R & D during the year under review.

(C) Foreign exchange earnings and Outgo: NIL

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For COMBAT DRUGS LIMITED

Sd/- Sd/-

Place: Hyderabad SUCHIT MOHANLAL SUSHANT MOHANLAL Date: 29.08.2015 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2014

Dear Members,

The Directors feel pleased to present before you the Twenty Eighth Annual Report of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. In Lakhs) Particulars 2013-14 2012-2013

Net Sales/ 4.60 50.07

Other Income (including sundry balances written back) 2.83 5.41

Total Expenditure 66.49 48.76

Profit before Interest, (59.06) 6.73 Depreciation & Tax

Interest and Financial Charges - -

Depreciation 20.80 20.80

Profit before Tax (79.86) (14.07)

Provision for Tax ---- ----

Provision for FBT ---- ----

Net Profit (After Tax) (79.86) (14.07)

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31stMarch, 2014.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has been in discussions with various Companies for utilizing the Spare capacities in the Company besides augmenting the Market operations. The company is very confident of building a very decent business volume in due course of time.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Anjani Kumar Agarwal and Shri B.N. Gyana Prakash, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

AUDITORS:

The term of office of M/s Anandam & Co., Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However, being eligible they offer themselves for reappointment.

The Company has received a declaration from M/s Anandam & Co., Chartered Accountants, stating that their re-appointment, if made for another term, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year ended 31st March, 2014

ii. The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2014 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY:

In line with the provisions of the Companies Act, 2013 and rules made there under ("the Act"), a Corporate Social Responsibility (CSR) Committee has been formed by the Board of Directors through circular resolution dated 10th May, 2014. Shri Batulla Narsimha Gyana Prakash, Mr. Sanjay Agarwal and Mr.Sushant Mohan Lal are the members of the CSR Committee. The Board of Directors at their meeting held on 7th June, 2014 approved a CSR policy as recommended by the CSR Committee which include inter alia, the CSR activities falling under the purview of Schedule VII of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure B".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance as "Annexure C".

Comments on Annexure of Auditor Report (ix(a)(b): The company has received the pending From C from the Commercial Tax Department and is in the process of cleaning the liabilities during the current year.

LISTING & TRADING:

The Equity Shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai. The Market price of the Share as on 20th August, 2014 was Rs.13.24 per share.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00,000/- per month, if employed for the part of year or Rs.60,00,000/ - per annum during the financial year 2013-2014.

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

The particulars as prescribed under sub section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the "Annexure A" to this Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to the Company''s growth initiatives. Your Directors also appreciate the contribution made by the Employees at all levels through their competence, sincerity hard work and dedicated support.

For and on behalf of the Board For COMBAT DRUGS LIMITED

Sd/- Sd/- SUCHIT MOHANLAL ANJANI KUMAR AGARWAL MANAGING DIRECTOR DIRECTOR

Place: Hyderabad Date: 05.09.2014

---

Mar 31, 2012

Dear Members,

The Directors feel pleased to present before you the Twenty Sixth Annual Report of the Company for the financial year (06 months) ended 31st March, 2D12.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars (FY 2011-2012) (FY 2010-2011) (6 Months (18 Months period ended period ended 31st March, 30th September, 2012) 2011)

Net Sales 92.56 156.65

Other Income (including sundry balances written back) 0.32 0.98

Total Expenditure (including depredation) 134.27 154.65

Profit before Depreciation & Tax (34.22) 10.29

Depreciation 7.17 7.31

Profit before Tax (41.39) 2.98

Provision for Tax : - -

Provision for FBT - -

Net Profit (After Tax) (41.39) 2.98

FINANCIAL YEAR:

As you are aware, your Company teas entered into a Scheme of Arrangement with its Creditors & its Members as sanctioned by the HolYble High Court of Andhra Pradesh. For effective implementation of the said Scheme, your company had to extent think Financial Year 2010-11 by a period of 6 months, i.e. up to 30th September. 2011. (rr order to bring [he current Financial Year in tune with other Statute"/ Regulations, i; has been resolved to close the current FY on 31s* March, 2012.

In view of the aforesaid, the attached pertains to S months period (i.e. From 1sl October, 2011 10 31st March, 2012)

DIVIDEND:

The Company has restructured its equity and is in the process of restructuring its business and reviving itself, which would help it turn the corner and yield results in the long run. In view of the above said. Your Directors do not recommend any dividend for the financial year (6 months) ended 31st March, 2012.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has successfully implemented Scheme of Arrangement sanctioned by the Humble High Court of Ahdhra Pradesh by its order dated 26,07.2.011. The said Scheme of Arrangement is implemented by the company of the benefit of the financial position of the Company,

CORPORATE RESTRUCTURING:

Your Directors are pleased to inform that the Scheme of Arrangement, contemplating inter alia, the Reduction of Capital and issue of fresh shares to the Creditors and others has been completed in all respects and Shares have been allotted & dispatched to the respective shareholders of the Company.

Considering the cumulative effete of the "resolution of Capita) and fresh allotment as per the Scheme of Arrangement, the Paid up Capital of the Company stands restructured at Rs 8 Crores, divided into 80.00,000 equity shares of Rs.10 each.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1966, Shri Anjani Kumar Agarwal and Shri Sustiant Mohan Lai, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act. 1956 read with the Companies. (Acceptance of Deposits) Rules, 1975 from the public during the financial year,

AUDITORS:

The term of office of M/s Anandarn & Co., Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However, being eligible they offer themselves for reappointment.

The Company has received a declaration firm M/s Anandam & Co., Chartered Accountants, stating that their re-appointment, if made for another term, wH % within the limits laid down under Section 224(1 B) of The Companies Act, 1956. The Board recommends their re-appointment.

EXPLANATION TO AUDITORS OBSERVATIONS / REMARKS: With reference to clause ix(a) in the annexure to Auditors Report it may be noted that the reported delay in nonpayment of taxes occurred due to the contemporary liquidity and the same shall be paid in due course of time,

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement-under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

I. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year (S months) ended 31stMarch, 2012

ii. The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31stMarch, 2012 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other reregulates;

iv. The annual accounts have been prepared on a going basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure B".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance as "Annexure C".

LISTING S TRADING:

The Equity Shares of the Company liquid as The Bombay Stock Exchange Limited, Mumbai. However, the trading in your Company''s Shares has been suspended due to Procedural reasons, in view of the implementation of Scheme of Arrangement. In this regard, the Company has made an Application to the said Exchange to enlist the fresh equity shares issued by it along with the shares forming part of the reduced capital, as envisaged in the Scheme of Arrangement. The said Application is being processed by the Stock Exchange and in Principal Approval has been received from BSE subject So the effectives of ISIN by NSDL& CDSL.

Your Directors are happy to inform you that the ISIN: INE643MQ1012 research himself to the company by CDSL and the approval from MSOL is awaited.

PARTICULARS OF EMPLOYEES:

There are no employees whose: particulars are financial to be Financial under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees)'' Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00.000/- per month, if employed for the part of year of Rs.60,00,000/- per annum during the financial year 2011-12

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO;

The particulars as prescribed under sub section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1986..are.giwrin the '' Annexure A" to this Report

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Company''s shareholders, customers, vendors and bankers for their continued support to the Company''s growth initiatives Your Directors also appreciate the contribution made by the Employees at all levels through their competence, sincerity hard work and dedicated support

For and on behalf of the Board

Sd/- Sd/-

Place: Secunderabad SUCHIT MOHANLAL SUSHAIMT MOHAN LAL

Date: 07.09,2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting before you the Twenty Fourth Annual Report of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars 2009 - 2010 2008 - 2009

Net Sales 39.25 38.51

Other Income

(including sundry balances written back) - 1.10

Total Expenditure 33.89 33.68

Profit before Interest, Depreciation & Tax 5.36 5.93

Interest and Financial Charges 0.07 0.16

Depreciation 4.86 4.23

Profit before Tax 0.42 1.54

Provision for Tax - -

Provision for FBT - 0.31

Net Profit (After Tax) 0.42 1.23

DIVIDEND:

Your Directors are unable to recommend any dividend for the financial year 2009-2010 due to inadequate profits during the year.

OPERATIONS & PROSPECTS FOR THE FUTURE:

During the year under review your company has successfully completeted the envisaged and planned renovations to the buildings as required by the latest Gmp standards and the necessary additions of Machinaries and Quality Assurance equipment has been mostly completed.

The Directors take pleasure in informing that your companys manufacturing facilities were Audited by the Drugs Control Administration and a Certificate of GMP has been awarded to the unit.

Your company has commenced the manufacturing activities and the production in Betalactum section has already commenced.

Your company has also successfully completed the Non Beta Facilities and is awaiting the requisite GMP Licences for various sections.

During the year under review your Company, concentrated on the upgradation of the unit which was successfully implemented and the process of appointing Distributors and

Marketing Franchise Partners in most of the unrepresented areas has been successfully completed.

CORPORATE RESTRUCTURING:

Your Directors have drawn up plans to restructure the equity and operations of the Company and to wipe of the entire accumulated losses of the company.

In this regard a draft scheme of arrangement between the company, its shareholders and its unsecured creditors has been drawn up by the Board. In the due course of time, your Board shall finalise the same and complete the necessary formalities in this regard.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Shri Sushant Mohan Lai and Shri B.N. Gnana Prakash, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. (Rotational Directors)

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

AUDITORS:

The term of office of M/s Mahesh, Virender & Sriram, Chartered Accountants, as Statutory Auditor of the Company expires at the conclusion of the ensuing Annual General Meeting. However being eligible they offer themselves for re-appointment.

The Company has received a certificate from M/s Mahesh, Virender & Sriram, stating that their re-appointment, if made for another term, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

The Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

i. The applicable accounting Standards have been followed in the preparation of Annual Accounts for the Financial Year 2009-2010.

ii. The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31st March 2010 and of the Profit of the Company for year ended on that date;

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto as "Annexure C".

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance as "Annexure D".

LISTING & TRADING:

Disclosure about Re-Listing:

The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited, Mumbai, and Hyderabad Stock Exchange Ltd., Hyderabad.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2009-2010.

SECRETARIAL COMPLAINCE CERTIFICATE:

Pursuant to the provisions of Section 383A and all other applicable provisions, if any, of the Companies Act, 1956, M/s Marthi & Company, Company Secretaries, Hyderabad were appointed by the Board of Directors to issue the Compliance Certificate for the financial year 2009-2010. A copy of the same is annexed with this report as Annexure B.

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

The particulars as Prescribed under sub section (1)(e) of Section 217 of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the "Annexure A" to this Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companys shareholders, customers, vendors and bankers for their continued support to the Companys growth initiatives. Your Directors also appreciate the contribution made by the Employees at ail levels through their competence, sincerity hardwork and dedicated support.

For and on behalf of the Board

For COMBAT DRUGS LIMITED

Sd/- Sd/-

Place: Hyderabad SUCHIT MOHANLAL SUSHANT MOHANLAL

Date: 06.09.2010 MANAGING DIRECTOR DIRECTOR