Directors Report of Genpharmasec Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Companyâs 33^rd Annual Report together with the Companyâs Audited Financial Statements for the year ended 31^st March 2025. This report is in compliance with the requirements of The Companies Act, 2013, The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

1. Operating Results:

The Companyâs Standalone & Consolidated financial performance, for the financial year ended 31^stMarch 2025 as compared to the previous financial year, is summarized below:

(Amt. in lakhs)
	FY 2024-25		FY 2023-24
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	3,296.36	3,372.18	3040.57	3040.57
Other Income	342.80	306.22	71.76	65.59
Total Income	3,639.16	3,678.40	3112.33	3106.16
Total Expenses	3,294.51	3,490.38	3065.67	3081.10
Profit/(Loss) Before Tax	__ 344.65	____188.02	_ 46.66	25.06
Profit/(Loss) After Tax	246.88	123.12	4.62	(16.93)
Other Comprehensive Income	(48.65)	(48.65)	(73.04)	(73.04)
Total Comprehensive Income for the Period	198.22	74.47	(68.42)	(89.97)

The financial statements for the year ended 31^st March 2025 have been prepared as per the Indian Accounting Standards (Ind AS).

2. Review of Operations:

Standalone:

During the financial year ended 31^st March, 2025, the Company has recorded, on standalone basis, revenue of Rs. 3,296.36 lakhs as compared to the Revenue of Rs 3040.57 lakhs in the previous year. The Profit before Tax for the FY 2024-25 is Rs. 344.65 lakhs as compared to Profit of Rs. 46.66 lakhs in the previous year. The Profit after Tax for the FY 2024-25 is Rs. 246.88 lakhs as compared to Profit of Rs. 4.62 lakhs in the previous year.

Consolidated:

On consolidated basis, the Company has recorded revenue of Rs. 3,372.18 lakhs as compared to the Revenue of Rs 3040.57 lakhs in the previous year. The Profit before Tax for the FY 2024-25 is Rs. 188.02 lakhs as compared to Profit of Rs. 25.06 lakhs in the previous year. The Profit after Tax for the FY 2024-25 is Rs. 123.12 lakhs as compared to Loss of Rs. 16.93 lakhs in the previous year.

3. Change in nature of business:

During the financial year 2024-25 there was no change in nature of business of the Company.

4. Dividend:

During the year under review, in order to conserve the resources of the Company for future growth and development, the Board of Directors do not recommend any dividend.

5. Transfer to Reserves:

There are no transfers to any specific reserves during the year.

6. Cash Flow and Financial Statements:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement form part of the Annual Report.

7. Consolidated Financial Statements:

In compliance with the applicable provisions of the Companies Act, 2013, including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 and as required under Regulation 34 of the Listing Regulations, this Annual Report includes Consolidated Financial Statements for the financial year 2024-25.

8. Share Capital:

During the year under review, the Authorised Share Capital of your Company as on 31^st March 2025 stood at Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Rs. 1/- each.

The Issued, Subscribed and Paid-up Share Capital as on 31^st March, 2025 was 55,37,19,700 divided into 55,37,19,700 Equity Shares of 1/- each.

9. Deposits:

During the FY 2024-25, your Company has neither accepted nor has any outstanding deposits received from the public within the meaning of Section 2(31) and Chapter V of the Companies Act,

2013, read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31^st March, 2025.

10. Extract of annual returns:

As required under Section 92(3) of The Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of The Companies (Management and Administration) Rules,

2014, an extract of the Annual Return for the financial year 2024-25 is uploaded on the Companyâs website and can be accessed at the link: https://www.genpharmasec.com/investors.html .

11. Transfer of unclaimed dividend to investor education & protection fund:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of The Companies Act, 2013.

12. Details of application made or proceedings 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 The Insolvency and Bankruptcy Code, 2016.

13. 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.

14. Maintenance of cost records:

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

15. Details of Directors or Key Managerial Personnel (KMP):

? Composition of the Board of Directors and KMP:

The Board of the Company consisted of 6 Directors of Which 1 (One) is Whole Time Director, 2 (Two) Non-Executive Non-Independent Directors (including a Woman Directors) and 3 (Three) NonExecutive Independent Directors. The Board of Directors and Key Managerial Personnel is duly constituted. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.

? Changes in Composition of Board and Key Managerial Personnel:

Mr. Sohan Chaturvedi was appointed as Whole-Time Director of the Company w.e.f 26^th April, 2024.

? Retirement of Directors by Rotation:

Mrs. Sneha Sadhwani (DIN: 08315181), Non-Executive Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Act was reappointed by the Members at the 32^nd Annual General Meeting of the Company.

16. Details of Board Meetings:

The Board met Eight (9) times during the financial year 2024-25, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

17. Committees of the Board:

As on March 31, 2025, the Board had Three Committees namely, Audit Committee, Nomination and Remuneration Committee, & Stakeholderâs Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations. During the year, all the recommendations made by the Committees were accepted by the Board. A detailed note on the composition, number and dates of meetings held and attendance of Committee Members is provided separately in the Report on Corporate Governance.

18. Corporate social responsibility committee:

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net Profit less than Rupees Five Crore.

19. Meeting Of Independent Directors:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 24^th, 2025.

20. Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

21. Declaration from Independent Directors:

under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

22. Familiarisation Programme for Independent Directors:

The familiarization program aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

23. Utilization of Funds raised through Rights Issue:

During the year under review the company has utilized the amount of Rs. 4413.24 lacs raised through rights Issue for the following purposes:

1. To acquire Equity Shares from existing shareholders of Derren Healthcare Private Limited and making it subsidiary Company.

2. To repay or prepay, in Full or in part, of certain Borrowings availed by our Company.

3. To part finance the working capital of the Company.

4. To meet General corporate purposes

5. Issue related expenses.

Further in this regard, there is no deviation or variation in the utilization of funds.

24. Internal control system:

These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control system including internal financial controls.

Pursuant to the provisions of Section 138 of The Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 21^st May, 2025 have appointed M/s. Abhishek M Agrawal & Co., Chartered Accountant as Internal Auditor of the Company for the FY 2025-26. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning periodicity and methodology for conducting the internal audit.

25. Attributes, Qualifications & Independence of Directors, their Appointment and Remuneration:

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

26. Business Responsibility and Sustainability Report:

The Business Responsibility Report for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.

27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The Additional information required under the provisions of Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are forming part of the Report is furnished as Annexure A to Directorâs Report.

During the year under review ther e were no foreign exchange earnings. However, the Company has imported 110 i-STAT Analysers, 5 i-STAT Blue Analysers, 120 Simulators and 3,59,161 Cartridges from Abbott POC, USA at the cost of US$ 13,70,459.17 equivalent to Rs. 11,97,14,131. Hence, this is also forming part of the Report is furnished as Annexure A to Directorâs Report.

28. Directorsâ responsibility statement:

Pursuant to the requirement under Section 134(5) of The Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31^st March 2025 with respect to Directorsâ Responsibilities Statement, it is hereby confirmed 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 have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2024-25 and of the profit of the Company for the year under review;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the accounts for the financial year ended 31^st March 2025 on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls ar e adequate and were operating effectively; and

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.

29. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of The Companies Act, 2013 form part of the Notes 63 to the financial statements provided in this Annual Report.

30. Particulars of contracts or arrangements made with related party:

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on armâs length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

There were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in e-form AOC -2 is not applicable to the Company for FY 2024-25.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 38 of the Financial Statement.

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Companyâs website at the link https://www.genpharmasec.com/related.pdf . This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

31. Particulars of employees And Managerial Remuneration:

In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure B.

In terms of Section 136(1) of the Act, details of employee remuneration as required under provision of Section 197 of the Companies Act, 2013 and rule 5 (2) and rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection and any member interested in obtaining a copy of the same may write to Company at [email protected].

32. Report on performance of Subsidiaries, Joint Ventures and associate companies:

During the year under report the Company has in total 2 Subsidiaries of which 1 is Indian and 1 is overseas namely:

1. Clinigenome India Private Limited which was incorporated on 29^th January 2024.

2. Genpharmasec Middle East DMCC which was incorporated on 16^th May 2023.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

The Company has on 25^th July, 2025 acquired the 70% stake in Derren Healthcare Private Limited through Share Purchase Agreement (SPA) with one of the promoters of M/s. Derren Healthcare Private Limited (DHPL) and Share Subscription Cum Shareholderâs Agreement [SSSA]. Pursuant to completion of acquisition of shares of the Target Company, the Target Company has become a subsidiary of the Company.

Statement containing salient features of financials of subsidiaries pursuant to Section 129 of the Act read with Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, is annexed in the Form AOC-1 as Annexure C to this Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www.genpharmasec.com

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at www.genpharmasec.com.

33. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated in a separate meeting of Independent Directors. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

34. Listing:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2025-26 to the said Stock Exchange.

35. Management Discussion Analysis Report:

The Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure E to the Annual Report.

36. Corporate Governance:

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance i.e. Annexure F is provided as a separate section in the Annual Report and a certificate from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi & Co. Company Secretaries, the Secretarial Auditor of the Company, is certifying compliance of conditions of Corporate Governance, forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures as required under the Companies Act, 2013.

37. Statement concerning development and implementation of risk management policy of the company:

The Risk Management Policy for the financial year ended March 31, 2025 as stipulated under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

38. Auditors:

a) Statutory Auditors:

M/s. Abhishek S Tiwari & Associates, Chartered Accountants, (Firm Registration No. 141048W) were appointed as the Statutory Auditor of the Company at the 28^th AGM held on December 22, 2020, to hold the office for a period of 5 (five) years till the conclusion of the 33^rd AGM to be held in the year 2025, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014. The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report.

On the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. Bilimoria Mehta & Co., Chartered Accountants (Firm Registration No.- 101490W as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years commencing from April 01, 2025 till March 31, 2030, from the conclusion of 33^rd AGM till the conclusion of the 38^th

AGM of the Company. M/s. Bilimoria Mehta & Co. has submitted a certificate, as required under section 139(1) of the Act confirming that they meet the criteria provided in section 141 of the Act. Their appointment is subject to the approval of the Members of the Company at the ensuing AGM. A resolution seeking their appointment forms part of the Notice convening the 33^rd AGM and is recommended for consideration and approval of the Members of the Company.

b) Secretarial Audit & Secretarial Compliance Report:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the SEBI Listing Regulations, the Company had appointed M/s Jaymin Modi & Co., Practicing Company Secretaries, as the Secretarial Auditor for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is enclosed as Annexure D to this report.

In terms of Regulation 24(A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 as amended from time to time, the Company has obtained the Secretarial Compliance Report and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date.

Securities and Exchange Board of India (âSEBIâ) vide its notification dated 12^th December, 2024, amended the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amended regulations require companies to obtain shareholdersâ approval for appointment of Secretarial Auditor on the basis of recommendation of the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

Further, your Directors in their meeting held on May 21, 2025, have appointed, as Secretarial Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of this 33^rdAnnual General Meeting till the conclusion of the 38^th Annual General Meeting (i.e., for FY 2025-26 to FY 2029-30), subject to the approval of the shareholder in the 33^rd Annual General Meeting of the company to be held on September 29, 2025. Accordingly, a resolution has been proposed by the Board in the notice of the 33^rd Annual General Meeting in this regard.

c) Cost Auditor:

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on May 24, 2024 have appointed M/s. Bilimoria Mehta and Co., Chartered accountants as Internal Auditor of the Company for the F.Y. 2024-25. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports. Report of the Internal Auditors for the FY 2024-25 does not contain any qualification, reservation, disclaimer or adverse remarks.

The Board at its meeting held on May 21, 2025 has appointed M/s. Abhishek M Agrawal & Co., as Internal Auditor, for conducting Internal Audit of the Company for FY 2025-2026.

39. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act and SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is hosted on the Companyâs website at the link https://www.genpharmasec.com/nomination.pdf .

40. Reporting of frauds by auditors:

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

41. Prevention of Sexual Harassment of Women at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

SR. No.	Particulars	Details
1.	Number of complaints filed during the financial year.	Nil
2.	Number of complaints disposed of during the financial year.	Nil
3.	Number of Complaints pending as on end of the financial year.	Nil

42. Compliance With Maternity Benefit Act, 1961

In accordance with the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2024-25.

43. Code of Conduct for Board Members and Senior Management of the Company:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31 ^stMarch, 2025 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

44. Compliance of Applicable Secretarial Standards:

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year. Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

45. Vigil Mechanism / Whistle Blower Policy:

Section 177 of the Companies Act 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behavior actual or suspected fraud or violation of the code of conduct or policy. The mechanism provides for adequate safeguards against victimization of directors and employees to those who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This policy applies to all directors and employees of the Company. All directors and employees of the Company are eligible to make disclosures under this Policy in relation to matters concerning the Company.

46. Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Apart from that there are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year and the date of the Boardâs Report.

47. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.

48. Disclosures in respect of Voting Rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

49. Policies:

The Company seeks to promote highest levels gof ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at the link https://www.genpharmasec.com/investors.html .

50. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports:

The Auditorsâ Report contains the following remarks in the Statutory Audit report:

Remarks: Point (vii) (b) of Annexure A of Standalone audit report

Board''s Reply: The Board has noted the Auditorâs observation on the disputed statutory dues under the Income Tax Act, 1961, amounting to Rs. 1.52 lakhs for AY 2022-23 (FY 2021-22). The matter is currently pending before the Commissioner of Income Tax (Appeals). The Company has filed an appeal against the demand, as it believes the levy is not sustainable. The management will take appropriate action based on the final outcome of the appellate proceedings.

Report of the Secretarial Auditor is given as an Annexure D which is forming part of this Annual report.

Further explanation/comments on the observations of Secretarial Auditors are as under:

Observation : During the year certain E-Forms were filed on ROC (Registrars of Companies) MCA with additional fees.

Board''s Reply: Due to unforeseen technical issues, we were unable to file certain E-Forms within the prescribed timeline. However, the forms were subsequently filed along with the applicable additional fees and the said default was made good.

51. Green Initiative:

Electronic copy of the Annual Report 2024-2025 and the Notice of the 33^rd Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). Your Directors would like to draw your attention to Section 20 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

52. Acknowledgements:

The Board wishes to express its sincere appreciation for the assistance and co-operation received from banks, government and regulatory authorities, stock exchanges, customers, vendors & members during FY 2024-25. The Board also acknowledges and appreciates the exemplary efforts and hard work put in by all employees of the Company and looks forward to their continued support and participation in sustaining the growth of the Company in the coming years.

Mar 31, 2024

The Board of Directors is pleased to present the Companyâs 32 ^nd Annual Report together with the Companyâs Audited Financial Statements for the year ended 31^st March 2024. This report is in compliance with the requirements of The Companies Act, 2013, The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

1. Operating Results:

The Companyâs Standalone & Consolidated financial performance, for the financial year ended 31^stMarch 2024 as compared to the previous financial year, is summarized below:

(in lakhs)
	Year ended 31^st March 2024		Year ended 31^st March 2023
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	3040.57	3040.57	2551.5	Nil
Other Income	71.76	65.59	10.01	Nil
Total Revenue	3112.33	3106.16	2561.58	Nil
Total Expenses	3065.67	3081.10	2533.42	Nil
Profit/(Loss) Before Tax	46.66	25.06	28.16	Nil
Profit/(Loss) After Tax	4.62	(16.93)	112.48	Nil
Other Comprehensive Income	(73.04)	(73.04)	(116.40)	Nil
Total Comprehensive Income for the Period	(68.42)	(89.97)	(3.92)	Nil

*F.Y 23-24 is the first years of consolidated financial statement hence previous year consolidate figure is not available.

The financial statements for the year ended 31^st March 2024 have been prepared as per the Indian Accounting Standards (Ind AS).

2. Review of Operations:

During the financial year ended 31^st March, 2024, the Company has recorded, on standalone basis, revenue of Rs. 3040.57 lacs as compared to the Revenue of Rs 2551.5 lacs in the previous year.

The Profit Before Tax for the FY 2023-24 is Rs. 46.66 lacs as compared to Profit of Rs. 28.16 lacs in the previous year. The Profit After Tax for the FY 2023-24 is Rs. 4.62 lacs as compared to Profit of Rs.112.48 lacs in the previous year.

On consolidated basis, the Company has recorded revenue of Rs. 3040.57 lacs. The Profit Before Tax for the FY 2023-24 is Rs. 25.06 lacs. The Loss After Tax for the FY 2023-24 is Rs. 16.93 lacs.

3. Transfer to Reserves:

There are no transfers to any specific reserves during the year.

4. Dividend:

During the year under review, in order to conserve the resources of the Company for future growth and development, the Board of Directors do not recommend any dividend.

5. Cash Flow and Financial Statements:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement form part of the Annual Report.

6. Details of application made or proceedings 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 The Insolvency and Bankruptcy Code, 2016.

7. 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.

8. Extract of annual returns:

As required under Section 92(3) of The Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the financial year 2023-24 is uploaded on the Companyâs website and can be accessed at the link: https://www.genpharmasec.com/Form_MGT_7.pdf

9. Deposits:

The Company has not accepted any deposits within the meaning of sub-section (31) of section 2 and section 73 of The Companies Act, 2013 (âthe Actâ) and the Rules framed thereunder. As on 31^st March 2024, there were no deposits lying unpaid or unclaimed.

10. Maintenance of cost records:

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24 Accordingly, such accounts and records are not made and maintained by the Company for the said period.

11. Consolidated Financial Statements:

12. Transfer of unclaimed dividend to investor education & protection fund:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of The Companies Act, 2013.

13. Change in nature of business:

During the financial year 2023-24 there was no change in nature of business of the Company.

14. Share Capital:

During the year under review, the Authorised Share Capital of your Company as on 31 ^st March 2024 stood at Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Rs. 1/- each.

The Issued, Subscribed and Paid-up Share Capital as on 31^st March, 2024 was 55,37,19,700 divided into 55,37,19,700 Equity Shares of 1/- each.

In the EGM held on 2^nd June 2023, the Authorized Capital of was increased from Rs. 30,00,00,000/-divided into 30,00,00,000 Equity Shares of Re. 1/- each to Rs. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Re. 1/- each.

Rights Issue:

The Board of Directors of your Company at its meeting held on 05^th June, 2023, inter-alia considered and approved the raising of funds by way of Rights Issue and constituted Rights Issue Committee of the Board for the purpose of giving effect to the Issue.

Further in this regard, the Rights Issue Committee of the Board of Directors of the Company had in its meeting held on February 21, 2024 considered and approved the allotted of 27,68,59,850 Rights Equity Shares fully paid up at an issue price of Rs. 1.75 per Rights Equity Share (including a premium of Rs. 0.75 per equity share) to the eligible equity shareholders in the Issue.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares and issue shares under Employees Stock Option Scheme as per provisions of Section 62 (1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 during the year under review.

15. Statement of Deviation or Variation

During the Financial Year 2023-2024, the Company has issued 27,68,59,850 Rights Equity Shares fully paid up at an issue price of Rs. 1.75 per Rights Equity Share (including a premium of Rs. 0.75 per equity share) through Rights Issue to collectively raise 4,845.05 lakhs. Further in this regard, there is no deviation or variation in the utilization of funds which have been raised during the period under review w.r.t the aforesaid Rights Issue.

16. Utilization of Funds raised through Rights Issue

During the year under review the company has utilized the amount of Rs. 3009.68 raised through rights Issue for the following purposes:

1. To acquire Equity Shares from existing shareholders of Derren Healthcare Private Limited and making it subsidiary Company.

2. To repay or prepay, in Full or in part, of certain Borrowings availed by our Company.

3. To part finance the working capital of the Company.

4. To meet General corporate purposes

5. Issue related expenses.

17. Internal control system:

The Companyâs internal control system has been established on values of integrity and operational excellence and it supports the vision of the Company âTo be the most sustainable and competitive Company in our industryâ. The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating throughout the year. Pursuant to the provisions of Section 138 of The Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 24 ^th May, 2024 have appointed M/s. Bilimoria Mehta and Co., Chartered Accountant as Internal Auditor of the Company for the FY 2024-25. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning periodicity and methodology for conducting the internal audit.

18. Directorsâ responsibility statement:

Pursuant to the requirement under Section 134(5) of The Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31st March 2024 with respect to Directorsâ Responsibilities Statement, it is hereby confirmed 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 have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2023-24 and of the profit of the Company for the year under review;

d) the Directors had prepared the accounts for the financial year ended 31 ^st March 2024 on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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.

19. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

During the year under review there were no foreign exchange earnings. However, the Company has imported 185 i-STAT Analysers, 185 Simulators and 5,94,133 Cartridges from Abbott POC, USA at the cost of US$ 22,04,604.84 equivalent to Rs. 18,27,62,252. Hence, this is also forming part of the Report is furnished as Annexure A to Directorâs Report.

20. Report on performance of Subsidiaries, Joint Ventures and associate companies:

During the year under report the Company has incorporated in total 2 Subsidiaries of which 1 is Indian and 1 is overseas namely:

1. Clinigenome India Private Limited which was incorporated on 29^th January 2024.

2. Genpharmasec Middle East DMCC which was incorporated on 16^th May 2023.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at www.genpharmasec.com

21. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of The Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

22. Particulars of contracts or arrangements made with related party:

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements Note No. 32 in accordance with the Accounting Standards.

23. Particulars of employees And Remuneration:

24. Details of Directors or Key Managerial Personnel (KMP):

I. Composition of the Board of Directors and KMP:

The Board of Directors and Key Managerial Personnel is duly constituted. The details of the directors are given in the Corporate Governance Report forming part of the Annual Report.

II. Changes in Composition of Board and Key Managerial Personnel:

1. Mr. Ulhas Narayan Deosthale resigned as Whole-Time Director of the Company with effect from 12^th March 2024;

2. Ms. Heta Shah, resigned as Company Secretary & Compliance Officer of the Company with effect from 20^th March 2024;

3. Mr. Hardik Makwana appointed as Company Secretary & Compliance Officer of the Company with effect from 27^th March 2024.

III. Retirement of Directors by Rotation:

As per the Companies Act, 2013, Mr. Rajesh Sadhwani (DIN: 08315182), Non-Executive NonIndependent Director, retires by rotation and being eligible, offers himself for reappointment.

25. Details of Board Meetings:

The Board met Eight (17) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

26. Committees of the Board:

As on March 31, 2024, the Board had five Committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee, Right issue Committee and Administrative Committee. The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations. During the year, all the recommendations made by the Committees were accepted by the Board.

A detailed note on the composition, number and dates of meetings held and attendance of Committee Members is provided separately in the Report on Corporate Governance.

27. Corporate social responsibility committee:

28. Attributes, Qualifications & Independence of Directors, their Appointment and Remuneration:

29. Independent Directors:

30. Declaration from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

31. Familiarisation Programme for Independent Directors:

32. Board Evaluation:

33. Listing:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2023-24 to the said Stock Exchange.

34. Corporate Governance:

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance i.e. Annexure G is provided as a separate section in the Annual Report and a certificate from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi & Co. Company Secretaries, the Secretarial Auditor of the Company, is certifying compliance of conditions of Corporate Governance, forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures as required under the Companies Act, 2013.

35. Management Discussion Analysis Report:

The Managementâs Discussion and Analysis Report for the year under rev iew, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure F to the Annual Report.

36. Business Responsibility And Sustainability Report:

The Business Responsibility Report for the financial year ended March 31, 2024 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.

37. Statement concerning development and implementation of risk management policy of the company:

The Risk Management Policy for the financial year ended March 31, 2024 as stipulated under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

38. Auditors:

a) Secretarial Audit & Secretarial Compliance Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company has appointed Mr. Jaymin Modi, Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report for the year 20232024 issued by him in the prescribed form MR-3 is attached as Annexure E to this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the Company has appointed M/s. Nuren Lodaya & Associates, Practicing Company Secretaries, to obtained Secretarial Compliance Report on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date.

The Board at its meeting held on May 24, 2024 has appointed M/s. Jaymin Modi & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY 2024-2025.

b) Statutory Auditors:

c) Cost Auditor:

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on 26-05-2023 have appointed M/s. Meenakshi Manish Jain & Associates, Chartered accountants as Internal Auditor of the Company for the F.Y. 2023-24. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports. Report of the Internal Auditors for the FY 2023-24 does not contain any qualification, reservation, disclaimer or adverse remarks.

The Board at its meeting held on May 24, 2024 has appointed M/s. Bilimoria Mehta and Co., as Internal Auditor, for conducting Internal Audit of the Company for FY 2024-2025.

39. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Nomination and Remuneration Policy of the Company is hosted on the Companyâs website at the link https://www.genpharmasec.com/nomination.pdf .

40. Prevention of Sexual Harassment of Women at Workplace:

41. Reporting of frauds by auditors:

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

42. Code of Conduct for Board Members and Senior Management of the Company:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31^stMarch, 2024 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

43. Compliance of Applicable Secretarial Standards:

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

44. Vigil Mechanism / Whistle Blower Policy:

This policy applies to all directors and employees of the Company. All directors and employees of the Company are eligible to make disclosures under this Policy in relation to matters concerning the Company.

45. Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year and the date of the Boardâs Report.

46. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.

47. Disclosures in respect of Voting Rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

48. Policies:

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at the link https://www.genpharmasec.com/investors.html .

49. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports:

The Auditorsâ Report does not contain any qualifications, reservations or adverse remarks.

Report of the Secretarial Auditor is given as an Annexure D which is forming part of this Annual report.

Further explanation/comments on the observations of Secretarial Auditors are as under:

Observation 1: During the year certain E-Forms were filed on ROC (Registrars of Companies) MCA with additional fees.

Board''s Reply: We could not file certain E-Forms within the stipulated time period due to technical reasons and therefore, we filed these E-Forms with an additional fee and the said default was made good.

50. Green Initiative:

Electronic copy of the Annual Report 2023-2024 and the Notice of the 32^nd Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). Your Directors would like to draw your attention to Section 20 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 as may be amended from time to time which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

51. Acknowledgements:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companyâs Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company and support extended by suppliers/vendors and Customers.

Mar 31, 2023

The Board of Directors are pleased to present the Company''s 31^st Annual Report together with the Company''s Audited Financial Statements for the year ended 31st March 2023. This report is in compliance with the requirements of The Companies Act, 2013, The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

1. Operating Results:

The Company''s Standalone financial performance, for the financial year ended 31st March 2023 as compared to the previous financial year, is summarised below:

(in lakhs)

Particulars	31st March 2023	31st March 2022
Revenue from Operations	2551.57	2,732.05
Other Income	10.01	9.26
Total Revenue	2561.58	2,741.31
Total Expenses	2533.42	2785.61
Profit/(Loss) Before Tax	28.16	(44.30)
Profit/(Loss) After Tax	112.48	(20.93)
Other Comprehensive Income	(116.40)	(508.27)
Total Comprehensive Income for the Period	(3.92)	(529.20)

The financial statements for the year ended 31st March 2023 have been prepared as per the Indian Accounting Standards (Ind AS).

2. Transfer to Reserves:

There are no transfers to any specific reserves during the year.

3. Review of Operations:

The Revenue from operations for the FY 2022-23 marginally decreased to Rs. 2551.57 lacs as compared to the Revenue of Rs. 2,732.05 lacs in the previous year. The Profit Before Tax for the FY 2022-23 is Rs. 28.16 lacs as compared to Loss of Rs. 44.30 lacs in the previous year. The Profit After Tax for the FY 202223 is Rs. 112.48 lacs as compared to a Loss of Rs. 20.93 lacs in the previous year.

4. Dividend:

During the year under review, in order to conserve the resources of the Company for future growth and development, the Board of Directors do not recommend any dividend.

5. Cash Flow and Financial Statements:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement forms part of the Annual Report.

6. Details of application made or proceedings 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 The Insolvency and Bankruptcy Code, 2016.

7. 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.

8. Extract of annual returns:

As required under Section 92(3) of The Companies Act, 2013 and rule 12(1) of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the financial year 2022-23 is uploaded on the Company''s website and can be accessed at the link: https://www.genphar-masec.com/mgt-7.pdf.

9. Deposits:

The Company has not accepted any deposits within the meaning of sub-section (31) of section 2 and section 73 of The Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on 31st March 2023, there were no deposits lying unpaid or unclaimed.

10. Maintenance of cost records:

The maintenance of Cost Records pursuant to Section 148(1) of The Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

11. Transfer of unclaimed dividend to investor education & protection fund:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of The Companies Act, 2013.

12. Change in nature of business:

During the financial year 2022-23 there was no change in nature of business of the Company.

13. Share Capital:

During the year under review, the Authorised Share Capital of your Company as on 31st March 2023 stood at Rs. 30,00,00,000/- divided into 30,00,00,000 Equity Shares of Rs. 1/- each. The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March 2023 stood at Rs. 27,68,59,850/- divided into 27,68,59,850 Equity Shares of Rs. 1/- each. After the closure of the financial year 2022-2023, in the EGM held on 2^nd June 2023, the Authorised Capital of was increased from Rs. 30,00,00,000/- divided in to 30,00,00,000 Equity Shares of Re. 1/- each to Rs. 56,00,00,000/- divided in to 56,00,00,000 Equity Shares of Re. 1/- each.

14. Internal control system:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating throughout the year. Pursuant to the provisions of Section 138 of The Companies Act, 2013, the Board of Directors of the Company at its Meeting held on 26th May, 2023 have appointed M/s Meenakshi Manish Jain & Associates, Chartered Accountants as Internal Auditor of the Company for the FY 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning periodicity and methodology for conducting the internal audit.

15. Directors'' responsibility statement:

Pursuant to the requirement under Section 134(5) of The Companies Act, 2013, in relation to audited financial statements of the Company for the year ended 31st March 2023 with respect to Directors'' Responsibilities Statement, it is hereby confirmed 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 have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 2022-23 and of the profit of the Company for the year under review;

d) the Directors had prepared the accounts for the financial year ended 31st March 2023 on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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.

16. Report on performance of Subsidiaries, Joint Ventures and associate companies:

As on 31^st March 2023 the Company does not have any Subsidiary, Joint Ventures, or Associated Company within the meaning of Section 2(6) of The Companies Act. However, after the closure of Financial Year 2223 the Company have formed a Subsidiary Company in Dubai w.e.f. 14^th July, 2023.

17. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of The Companies Act, 2013 form part of the Notes to the Financial Statements.

18. Particulars of contracts or arrangements made with related party:

In line with the requirements of the Act and Listing Regulations, your Company has formulated a policy on related party transactions which is also available on Company''s website at the link https://www.genpharmasec.com/related.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. There was no transaction during the year which requires to be reported in Form AOC-2 which is attached as Annexure B which forms part of this Annual Report.

19. Ratio of remuneration of each director to the median employee''s remuneration:

Ratio of the Remuneration of each Director to the Median Employee''s Remuneration for the Financial Year ended on 31st March 2023 is enclosed to this report and marked as Annexure C.

20. Particulars of employees:

21. Corporate social responsibility committee:

22. Details of Directors or Key Managerial Personnel:

I. Composition of the Board of Directors and KMP:

The Board of Directors and Key Managerial Personnel is duly constituted. As on the date of this report the composition of the Board and Kev Managerial Personnel is as mentioned below:

Sr. No	Name of Director/KMP	Designation
1	Mr. Ulhas Narayan Deosthale	Whole Time Director
2	Mrs. Sneha Sadhwani	Non-Executive Non-Independent Director
3	Mr. Rajesh Sadhwani	Non-Executive Non-Independent Director
4	Mr. Sachin Prakash Aphandkar	Independent Director
5	Mr. Mayur Bhatt	Independent Director
6	Mr. Siddhesh Shende	Independent Director
7	Mr. Sohan Chaturvedi	Chief Financial Officer
8	Ms. Heta Shah	Company Secretary & Compliance Officer

II. Changes in Composition of Board and Kev Managerial Personnel:

1. Mr. Ulhas Narayan Deosthale who was appointed as Whole-Time Director & Chief Financial Officer of the Company by the Board of Directors with effect from 29th June, 2021 resigned as Chief Financial Officer on 28th October 2022;

2. Ms. Amisha Dani resigned as Independent Director of the Company with the effect from 04th October 2022;

3. Mr. Sohan Chaturvedi resigned as Independent director of the Company and appointed as Chief Financial Officer with effect from 1st November 2022;

4. Mr. Siddhesh Shankar Shende appointed as Independent director of the Company with effect from 04th July 2022;

5. Ms. Nikhita Pais resigned as Independent Director of the Company with effect from 21st June 2022;

6. Mr. Yogesh Arvindbhai Bhuva resigned as Independent Director of the Company with the effect from 21st June 2022;

7. Mr. Sachin Prakash Aphandkar re-appointed as Independent Director of the Company with effect from 1st November 2022;

8. Mr. Mayur Bhatt appointed as Independent Director of the Company with effect from 1st November 2022;

9. Snehal Aansadoriya resigned as Company Secreatry & Compliance Officer of the Company with effect from 15th September 2022;

10. Ms. Heta Shah appointed as Company Secreatry & Compliance Officer of the Company with effect from 7th November 2022.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(l)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

III. Retirement of Directors by Rotation:

As per the Companies Act, 2013, Mr. Rajesh Sadhwani, (DIN: 08315182), Non-Executive Non-Independent Director, retires by rotation and being eligible, offers himself for reappointment.

23. Details of Board and Committee Meetings:

Meetings of Board of Directors:-

The Board of Directors duly met 14 (Fourteen) times during the financial year ended 31st March, 2023 as under:

22^nd May 2022, 27^th May 2022, 4^th July 2022, 10^th August 2022, 05^th September 2022, 29^th September 2022,10^th October 2022, 01^st November 2022,11^th November 2022, 28^th December 2022,13^th January 2023, 02^nd February 2023,10^th February 2023 and 03^rd March 2023.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

? Composition of Committees:-I. Audit Committee:

The Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

During the financial year 2022-23 the Audit Committee of the Company met Four times on 27^thMay 2022, 10^th August 2022, 11^th November 2022 and 10^th February 2023. The gap is not more than one hundred and twenty days between two Audit Committee meetings.

The Composition of the Audit Committee as on 31^st March 2023 is given herein below:

Sr. No.	Member''s Name	Category	Designation
1	Mr. Mayur Bhatt	Independent Director	Chairman
2	Mr. Siddhesh Shankar Shende	Independent Director	Member
3	Mr. Sachin Aphandkar	Independent Director	Member
4	Mr. Rajesh Sadhwani	Non-Independent Director	Member

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the Audit Committee Meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

II. Nomination And Remuneration Committee:

The terms of reference of Nomination and Remuneration Committee include the matters specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and section 178 of the Companies Act 2013.

The terms of reference of the committee inter alia include formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the board a policy relating to the remuneration of the directors key managerial personnel senior management and other employees of the Company. The committee formulates the criteria for evaluation of the Chairman, independent directors, non-executive directors, the Board as a whole and Board committee.

The committee''s function includes identifying persons who are qualified to become directors of the Company recommending their appointment or re-appointment of the existing directors to the Board ensuring that such persons meet the relevant criteria prescribed under applicable laws including qualification area of expertise and experience track record and integrity and reviewing and approving the remuneration payable to the executive directors of the Company within the overall limits as approved by the shareholders.

During the year under review the committee met 4 times. The meeting was held on 04^th July 2022, 10^th August 2022, 01^st November 2022 and 03^rd March 2023.

The Composition of the Nomination and Remuneration Committee as on 31^st March 2023 is given herein below:

Sr. No.	Member''s Name	Category	Designation
1	Mr. Sachin Aphandkar	Independent Director	Chairman
2	Mr. Mayur Bhatt	Independent Director	Member
3	Mr. Siddhesh Shende	Independent Director	Member
4	Mr. Rajesh Sadhwani	Independent Director	Member

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the Nomination and Remuneration Meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

III. Stakeholders'' Relationship Committee:

The scope of the Shareholders/ investors Relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, etc., and other related activities. In addition, the Committee also looks into matters which can facilitate better investor''s services and relations.

The Stakeholders'' Relationship Committee is duly constituted, during the year under review, the committee met 4 times in the financial year 22-23 on 27^th May 2022, 10^th August 2022, 11^th November 2022 and 10^th February 2023.

The Composition of the Stakeholders'' Relationship Committee as on 31^st March 2023 is as under:

Sr. No.	Member''s Name	Category	Designation
1	Mr. Mayur Bhatt	Independent Director	Chairman
2	Mr. Siddhesh Shankar Shende	Independent Director	Member
3	Mr. Sachin Aphandkar	Independent Director	Member
4	Mr. Rajesh Sadhwani	Non-Independent Director	Member

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015/Companies Act, 2013. The details of the Stakeholders Relationship Committee Meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

24. Listing:

The shares of the Company are listed at the BSE Ltd. Mumbai only. The Company has paid the annual listing fees for the financial year 2022-23 to the said Stock Exchange.

25. Board Evaluation:

26. Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

27. Attributes, Qualifications & Independence of Directors, their Appointment and Remuneration:

The Nomination & Remuneration Committee of Directors have approved a Policy forSelection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

28. Familiarisation Programme for Independent Directors:

29. Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

30. Corporate Governance:

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In terms of Regulation 34 of SEBI (LODR) Regulations, a separate section on Corporate Governance with a detailed report on Corporate Governance i.e. Annexure-F is provided as a separate section in the Annual Report and a certificate from Mr. Jaymin Modi Proprietor of M/s. Jaymin Modi & Co. Company Secretaries, the Secretarial Auditor of the Company, is certifying compliance of conditions of Corporate Governance, forms part of this Annual Report. The Report on Corporate Governance also contains certain disclosures as required under the Companies Act, 2013.

31. Business Responsibility Report:

The Business Responsibility Report for the financial year ended March 31, 2023 as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company.

32. Statement concerning development and implementation of risk management policy of the company:

The Risk Management Policy for the financial year ended March 31, 2023 as stipulated under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

33. Management Discussion Analysis Report:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as Annexure E to the Annual Report.

34. Auditors:

(a) Secretarial Audit & Secretarial Compliance Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company has appointed Mr. Jaymin Modi, Practicing Company Secretaries, Mumbai to conduct the Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the year 2022-2023 issued by him in the prescribed form MR-3 is attached as Annexure-D to this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the Company has appointed Mr. Naveen Karn, Practicing Company Secretaries, Vasai to obtained Secretarial Compliance Report on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date.

(b) Statutory Auditors:

M/s. Abhishek S Tiwari & Associates, Chartered Accountants, (Firm Registration No. 141048W) were appointed as the Statutory Auditor of the Company at the 28th AGM held on December 22, 2020, to hold the office for a period of 5 (five) years till the conclusion of the 33th AGM to be held in the year 2025, in terms of the applicable provisions of Section 139 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules 2014. The Report given by the Auditors on the financial statements of the Company forms part of the Annual Report.

The provisions relating to maintenance of Cost Records and Audit thereof are not applicable to your Company.

(d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board of Directors of the Company at its Meeting held on 27/05/2022 have appointed M/s. Meenakshi Manish Jain St Associates, Chartered accountants as Internal Auditor of the Company for the F.Y. 2022-23.

35. Reporting of frauds by auditors:

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

36. Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Nomination and Remuneration Policy of the Company is hosted on the Company''s website at the link https://www.genpharmasec.com/nomination.pdf.

37. Policy on Directors''Appointment And Remuneration:

The Board has on the recommendation of the Nomination & Remuneration Committee adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.

(a) The Nomination & Remuneration Committee identifies and ascertains the integrity qualification expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification expertise and experience for the appointment as a Director.

(b) The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act 2013.

(c) The candidate''s appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

(d) In case of appointment of Independent Directors the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

(e) The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013.

38. Green Initiative:

Electronic copy of the Annual Report 2022-2023 and the Notice of the 31st Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participants). For members who have not registered their email addresses physical copies are sent in the permitted mode.

Your Directors would like to draw your attention to Section 20 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 as may be amended from time to time which permits paperless compliances and also service of notice / documents (including annual report) through electronic mode to its members. To support this green initiative we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.

39. Prevention of Sexual Harassment of Women at Workplace:

40. Code of Conduct for Board Members and Senior Management of the Company:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended 31st March, 2023 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

41. Compliance of Applicable Secretarial Standards:

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

42. Vigil Mechanism / Whistle Blower Policy:

Section 177 of the Companies Act 2013 requires every listed company to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Company has adopted the policy for implementing Vigil Mechanism. Vigil (whistle blower) mechanism provides a channel to the employees and directors to report to the management concerns about unethical behaviour actual or suspected fraud or violation of the code of conduct or policy. The mechanism provides for adequate safeguards against victimization of directors and employees to those who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

43. Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year and the date of the Board''s Report.

44. 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 significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

45. Disclosure relating to Equity Shares with Differential Rights:

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4 (4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

46. Disclosure relating to Sweat Equity Shares:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8 (13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

47. Disclosure Relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme:

The Company has during the year under review not issued nor provided any employee stock option scheme and hence no information is furnished as per provisions of Rule 12 (9) of the Companies (Share Capital and Debenture) Rules 2014.

48. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The Additional information required under the provisions of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are forming part of the Report is furnished as Annexure A to Director''s Report.

During the year under review there were no foreign exchange earnings. However, the Company has imported 295 i-STAT Analysers, 295 Simulators and 156,552 Cartridges from Abbott POC, USA at the cost of US$ 923,966.24 equivalent to Rs. 75,872,087.95. Hence, this is also forming part of the Report is furnished as Annexure A to Director''s Report.

49. Disclosures in respect of Voting Rights not directly exercised by employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

50. Policies:

51. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports:

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

Report of the Secretarial Auditor is given as an Annexure D which is forming part of this Annual report..

Further explanation/comments on the observations of Secretarial Auditors and the observations given in Secretarial Compliance Report is as under:

Observation 1: During the year BSE had levied fine amount of Rs. 1,43,960/- and Rs. 2,17,120/- for Non Compliance under Regulation 18(1) and 19(1)/ 19(2) respectively.

Board''s Reply: The said default was made good as the company has already filed Waiver Applications with the BSE within the stipulated time period as the Company has complied with the Regulation 18(1) and 19 (1) / (2) of SEBI (LODR) Regulations, 2015. In response to the Waiver Applications filed by the Company on 10^th March 2023, the BSE has de-freezed the shares of the Promoters.

Observation 2: During the year certain E-Forms were filed on ROC (Registrars of Companies) MCA with additional fees

Board''s Reply: We could not file certain E-Forms within the stipulated time period due to technical reasons as it was beyond our control and therefore, we filed these E-Forms with an additional fees and the said default was made good.

Observation 3: During the year the Chairperson of Stakeholder Relationship committee is required to be present at the Annual General Meeting. However, Chairperson was not present at the Annual General Meeting.

Board''s Reply: The Chairperson of Stakeholders Relationship Committee namely Ms. Amisha Dani was not present at the meeting as she was engaged in other curricular activities.

Observation 4: During the year information related to disclosure of relationships between directors inter-se was not provided in notice of Annual General Meeting.

Board''s Reply: Although there was no relationship between directors inter-se, this confirmation was inadvertently missed by our Compliance Team. However, we reiterate that the directors so proposed to be appointed did not have any relationship with any of the existing director on Board of the Company.

52. Acknowledgements:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company and support extended by suppliers/vendors and Customers.

By order of the Board For, Genpharmasec Limited

Date: 31^st August, 2023 Sd/-

.. , . Ulhas Narayan Deosthale

Place: Mumbai

Whole-Time Director DIN: 09215291

Mar 31, 2018

Dear Shareholders

The Directors have pleasure in presenting the 26^th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31^st March, 2018.

- FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount Rs.)

PARTICULARS	31^st March 2018	31^st March 2017
Revenue from Operations	8,15,000	47,80,010
Other Income	9,00,874	7,28,120
Total Revenue	17,15,874	55,08,130
Expenses	10,70,693	53,74,238
EBITDA	6,45,181	1,33,892
Depreciation and Amortization Expense	2,484	2,484
EBIT	6,42,697	1,31,408
Interest and Finance Cost	-	-
EBT (before exceptional items)	6,42,697	1,31,408
Exceptional items	-	-
Profit before Tax	6,42,697	1,31,408
Taxes	-	-
i) Current Tax	1,67,096	-
ii) Deferred Tax	(1,201)	13
iii) Mat Credit	-	(22,210)
Profit (Loss) for the period	4,76,802	1,53,605

- REVIEW OF OPERATIONS:

During the financial year ended 31^st March, 2018, the Company has recorded revenue of Rs. 17,15,874/-. The Company has earned profit of Rs. 4,76,802/- during the year under review as compared to profit Rs. 1,53,605/- in the previous financial year. The Board of Directors are exploring various business opportunities for its future Development.

- EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in form MGT-9 is a part of the Annual Report as Annexure - A

- SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 32,59,850/- divided into 3,25,985 Equity Share of Rs 10/- each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.

- DIVIDEND:

During the year under review, owing to the accumulated losses, the directors do not recommend any dividend.

- DEPOSITS:

During the year under review, Your Company has neither accepted/ invited any deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 nor did any deposits remain unpaid or unclaimed during the year under review.

- INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and same were operating throughout the year. During the year under review Mr. Bhushan Adhatrao, Chartered Accountant acted as Internal Auditor of the Company. The Board of Directors at its Meeting held on 28/05/2018 reappointed Mr. Bhushan Adhatrao as Internal Auditor of the Company for the F.Y. 2018-19

- DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2018 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year review.

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

d) The Directors had prepared the accounts for the Financial Year ended 31^st March, 2018 on a Going Concern Basis.

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.

- SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

- LOANS. GUARANTEES OR INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment during the year under report attracting the provisions of Section 186 of the Companies Act, 2013.

- CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section 134(3)(m) of the Company Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

- FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

- 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 on the date of this report.

- PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, Company has no such employees falling under the preview of the provisions mentioned above.

- CHANGE IN RTA:

The Company has appointed M/s Satellite Corporate Services Pvt Ltd. as the Registrar and Share Transfer Agent of the Company w.e.f. 01st September, 2017 in place of the previous Registrar and Share Transfer Agent M/s Adroit Corporate Services Pvt Ltd.

- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- Re-Appointment of Director:

Mr. Sanjiv Joshi (DIN: 05353964) who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

- Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

- Appointment of Independent Directors:

The Board of Directors appointed Mr. Viral Mehta as an Additional Director at their meeting held on 18^th August, 2017. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

- Cessation of Director:

During the F.Y. 2017-18, Mr. Ashish Pandare resigned from the post of Independent Director on the Board of Directors of the Company w.e.f. 18.08.2017.

- Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

i. Mr. Sanjiv Joshi - Managing Director

ii. Mr. Viral Mehta - Chief Financial Officer (Appointed w.e.f. 18/08/2017)

iii. Ms. Snehal Aansodariya - Company Secretary (Appointed w.e.f. 31/10/2017)

- MEETINGS:

- Board meeting:

The Board of Directors duly meets 5 (Five) times during the Financial Year from ended 31^st March, 2018 as under:

29^th May, 2017; 18^th August, 2017; 14^th September, 2017; 12^th December, 2017 and 13^th February, 2018.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013.

The Composition of the Board is as under:

Sr. No.	Directors	Designation/ Category of Directorship
1	Mr. Sanjiv Joshi	Managing Director
2	Mr. Veda Adhatrao	Independent Director
3	Ms. Amisha Mitesh Dani	Independent Director
4	Mr. Viral Mehta #	Non - Executive Director
5	Mr. Ashish Pandare *	Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- COMMITTEE MEETINGS:

- Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Regulations read with Section 177 of the Companies Act, 2013.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section 177 of the Companies Act, 2013, the Audit committee reviews reports of the Internal Auditor, meets Statutory Auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted, during the Financial Year ended 31^st March, 2018 , 4 (Four) Meetings of the Audit Committee were held i.e. on 29^th May, 2017, 18^th August, 2017, 12^th December, 2017 and 13^th February, 2018.

The Statutory Auditor, Internal Auditor and Executive Directors/Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No.	Name of the Director	Category of Directorship
1	Mr. Veda Adhatrao	Chairman cum Independent Director
2	Ms. Amisha Mitesh Dani	Independent Director
3	Mr. Viral Mehta #	Non- Executive Director
4	Mr. Ashish Pandare*	Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination and Remuneration Committee is duly constituted, during the Financial Year under review the Nomination & Remuneration Committee meet once and was attended by all the Members.

The Composition of the Audit Committee is as under:

Sr. No.	Name of the Director	Category of Directorship
1	Ms. Amisha Mitesh Dani	Chairman cum Independent Director
2	Mr. Veda Adhatrao	Independent Director
3	Mr. Viral Mehta #	Non - Executive Director
4	Mr. Ashish Pandare*	Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- Stakeholdersâ Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investorâs services and relations.

The Stakeholdersâ Relationship Committee is duly constituted, during the Financial Year ended on 31st March, 2018 , 4 (Four) Meetings of the Stakeholdersâ Relationship Committee were held i.e. on 29^th May, 2017, 18^th August, 2017, 12^th December, 2017 and 13^th February, 2018.

The Composition of the Committee is as under:

Sr. No.	Name of the Director	Category of Directorship
1	Ms. Amisha Mitesh Dani	Chairman cum Independent Director
2	Mr. Veda Adhatrao	Independent Director
3	Mr. Viral Mehta #	Non-Executive Director
4	Mr. Ashish Pandare*	Independent Director

# Appointed w.e.f. 18/08/2017

* Resigned w.e.f. 18/08/2017

- INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their Disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015.

- BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 27(2) of SEBI (LODR) Regulations 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

- RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. As there is no transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report as Annexure - B.

1. Details of contracts or arrangements or transactions not at Armâs length basis -None

2. Details of contracts or arrangements or transactions at Armâs length basis. - None

- CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is within the prescribed limit.

- MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report form part of the Board Report as Annexure - C

- CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility i.e (CSR) activities as required under Section 135 of the Companies Act, 2013 is not applicable to the Company.

- SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Khushboo Shah, Practicing Company Secretaries, to carry out Secretarial Audit for the financial year 2017-18. The Secretarial Audit report is annexed as Annexure - D to this Report.

- STATUTOY AUDITORS:

At the 24th AGM of your Company held on 30^th September, 2016, M/s. Koshal & Associates, Chartered Accountants (Membership No. 043746) was appointed as the Auditors to hold office until the conclusion of the Annual General Meeting (AGM) to be held in 2020, subject to the Ratification by the Shareholders at each AGM held after the previous AGM.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Ministry of Corporate Affairs vide notification dated 07/05/2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required.

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.

- IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for Risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

- DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of women at workplace(Prohibition, Prevention and Redressal) Act, 2013".

During the year ended 31st March, 2018, no complaint pertaining to sexual harassment was received by the Company.

- WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

- ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and cooperation received from the Companyâs Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Amisha Dani Sanjiv Joshi

Director Managing Director

DIN: 07265134 DIN: 05353964

Date: 13/08/2018

Place: Ahmedabad

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2013-2014 is the 22nd year of operation of the Company. During the year under review, Company continued to do the business only in single segment. i.e. trading activities. Despite this, the company still incurs the losses. The management is putting every effort to come out of the red.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS:

Mr. Sanjiv Joshi, Director of the Company who retires by rotation as per the Articles of Association of the Company and being eligible offers themselves for re-appointment as Directors of the Company.

During the year, the Board has proposed and approved the appointment of Mr. Dilip Nadkarni and Mr. Deepak Chaudhary as the Directors of the Company. However, afterwards, both of them have regretted their inability to act as a Director of the Company, due to their personal reasons. Board considered the same and has not persuade with the matter.

5. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

5. AUDITORS:

M/s. Gupta Saharia & Co., Chartered Accountants holds office upto the conclusion of the ensuing Annual General Meeting. The Company has received a letter stating their resignation as Auditor of the Company, therefore creating casual vacancy in the office of the Auditor

The Board recommends M/s. Mohandas & CO. Chartered Accountants, as statutory auditors of the Company for the year 2013 -14, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

6. AUDITOR''S REPORT:

There are no adverse observations made by the Auditors in their Report.

6. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Ashish S. Pandare - Chairman, Mr. Lalji Ramraj Yadav and Mr. Mandar Palav as Members of the Audit Committee.

7. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Lalji Yadav - Chairman, Mr. Mandar Palav and Mr. Ashish Pandare as Members of the Shareholders and Investors Grievance Committee.

8. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and 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 or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

9. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

10. STOCK EXCHANGES:

The Company''s shares are listed on the Bombay Stock Exchanges. The trading in the shares of the Company is traded on Bombay Stock Exchange (BSE) Limited.

12. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

16. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

17. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Place : Ahmedabad Sd/- Sd/- Date : 02nd August, 2014 Director Director

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report on the business and operations st of the Company for the year ended 31 March, 2013.

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2012-2013 is the 21st year of operation of the Company. During the year under review, Company continued to do the business only in single segment i.e. trading activities. Despite this, the company still incurs the losses. The management is putting every effort to come out of the red.

2. DIVIDEND:

During the year under review, owing to the accumulated losses, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mr. Lalji Yadav, Director of the Company who retires by rotation as per the Articles of Association of the Company and being eligible offers themselves for re-appointment as directors of the Company.

5. AUDITORS:

M/s. Gupta Saharia & Co., Chartered Accountants holds office upto the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits u/s 224 (1) (B) of the Companies Act, 1956.

6. AUDITOR`S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Ashish S. Pandare - Chairman, Mr. Lalji Ramraj Yadav and Mr. Mandar Palav as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Lalji Yadav Â Chairman, Mr. Mandar Palav and Mr. Ashish Pandare as Members of the Shareholders and Investors Grievance Committee.

9. DIRECTOR`S RESPONSIBILITY STATEMENT:

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

) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and 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 or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

10. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

11. DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE (ASE):

With a view to reduce administrative work and overheads, it was thought prudent to remain listed only with one Stock Exchange having nationwide terminals. Accordingly, after taking Board approval, the Company had made an application for delisting of its shares on Ahmedabad Stock Exchange (ASE) under Regulation 6 & 7 of SEBI (Delisting of equity shares) Regulations, 2009. The same has been approved by ASE and the equity shares have been delisted from the ASE vide circular no. ASEL/2013-14/26 dated 15th April, 2013.The Company`s shares will remain listed on BSE Limited.

12. STOCK EXCHANGES:

The Company`s shares are traded on the BSE Limited.

13. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

14. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchange earnings or outgo.

15. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is forming part of this Annual Report.

17. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

18. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company`s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future. For and on behalf of Board of Directors

Sd/- Sd/-

(Ashish Pandare) (Lalji Yadav)

Place : Ahmedabad Director Director

Date : 5 August 2013

Mar 31, 2012

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2011-2012 is the 20th year of operation of the Company. During the year under review, Company continued to do the business only in single segment. i.e. trading activities. Despite this, the company still incurs the losses. The management is putting every effort to come out of the red.

2. DIVIDEND:

During the year under review, owing to the accumulated lossess, the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review, the Company has not invited or accepted any Fixed Deposits from the public.

4. DIRECTORS :

Mr. Ashish S. Pandare, Directors of the Company who retires by rotation under Article 104 of Articles of Association of the Company and being eligible offers themselves for re-appointment as directors of the Company.

5. AUDITORS:

M/s. Padam Chand Jain & Associates, Chartered Accountants has expressed their unwillingness to be re-appointed as Statutory Auditors of the Company for the year 2012-13 in the forth coming Annual General Meeting. The Company has received consent letter from Gupta Saharia & Co, Chartered Accountants for their appointment as Statutory Auditor of the Company provided their appointment is approved by the shareholders at the forth coming Annual General Meeting M/S Gupta Saharia & Co., have also confirmed their appointment, if made, will be with in the limits prescribed u/s 224 of the Companies Act, 1956.

6. AUDITOR''S REPORT:

There are no adverse observations made by the Auditors in their Report.

7. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Ashish S. Pandare - Chairman, Mr. Lalji Ramraj Yadav and Mr. Mandar Palav as Members of the Audit Committee.

8. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Lalji Yadav - Chairman, Mr. Mandar Palav and Mr. Ashish Pandare as Members of the Shareholders and Investors Grievance Committee.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and 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 or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

10. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

11. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

The Trading in equity shares are voluntarily suspended at Ahmedabad Stock Exchange. However, the Company has paid the necessary listing fees to both the Stock Exchanges and has applied for the revocation of suspension of trading in equity shares of the Company.

12. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

15. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

16. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Company''s Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Place : Ahmedabad Sd/- Sd/-

Date : 10th August 2012 Director Director

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS & OPERATIONS:

Accounting year 2009-2010 is the 18th year of operation. During the year under review, no commercial activities were carried out. In view of this, the company has continued to incur losses. The management is putting every effort to come out of the financial crisis. It has already paid of the Secured Loans during the year.

2. DIVIDEND:

In view of loss, the Directors have decided not to recommend any dividend for the year under review.

3. DIRECTORS :

Shri Vikram Shah, Shri Dahyabhai B Patel Director of the Company who retires by rotation under Article 104 of Articles of Association of the Company and being eligible offer himself for re-appointment as director of the Company.

4. AUDITORS:

M/s. Padam Chand Jain & Associates, Chartered Accountants as the Statutory Auditors of the Company The Board recommends the reappoint of M/s. Padam Chand Jain & Associates, as auditors of the Company for the financial year 2010-11, who have also confirmed that their appointment shall be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

5. AUDITORS REPORT:

There are no adverse observations made by the Auditors in their Report.

6. AUDIT COMMITTEE:

Audit Committee was reconstituted on 30th April, 2010. The Board appointed Shri Ashish S. Pandare - Chairman, Shri. Lalji Ramraj Yadav and Shri Vikram Shah as Members of the Audit Committee.

7. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholder and investor Grievance Committee was reconstituted on 30tht April, 2010. The Board appointed Shri Ashish S. Pandare - Chairman, Shri. Lalji Ramraj Yadav and Shri Vikram Shah as Members of the Shareholders and Investors Grievance Committee.

8. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the presentation of the Annual Accounts, the applicable Accounting Standards except revised AS 15 applicable for Accounting Treatment for Gratuity, Leave Encashment and other Retirement Benefits have been followed and that no material departures except to the extent disclosed have been made from the same;

b) The Directors had selected such Accounting policies and applied them consistently and 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 or 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the Annual Accounts on a going concern basis.

9. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

10. STOCK EXCHANGES:

The Company is listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange.

The Shares of the Company are presently suspended from trading in both the Stock Exchanges.

11. PUBLIC DEPOSITS

Your Company has not accepted any Public Deposits during the year under report.

12. PARTICULARS OF EMPLOYEES :

The Company has no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

13. FOREIGN EXCHANGE:

There were no foreign exchange Earnings or outgo during the year under review.

14. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

15. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

16. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Companys Bankers, Government Agencies, Financial Institutions, Customers, Investors and Business constituents and look forward to maintain the same in future.

FOR AND ON BEHALF OF THE BOARD,

Place : Ahmadabad Sd/- Sd/-

Date : 1st September 2010 Director Director

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