Directors Report of Infinium Pharmachem Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 21^st Board''s Report of Infinium Pharmachem
Limited (''the Company'''') for the year ended on March 31,2025 (''period under review'').

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

(Rs. in Lakhs)

	Standalone Basis		Consolidated Basis
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Gross Total Income / Gross Receipt	13691.63	12235.77	15570.92	13565.88
Profit Before Interest & Depreciation	1728.45	1901.05	1853.63	2003.51
Profit Before Interest & Depreciation	269.573	174.08	367.19	215.71
Profit Before Depreciation & Taxation	1458.87	1726.97	1486.43	1787.8
Less: Depreciation	298.31	240.94	329.45	266.79
Profit After Depreciation Before Tax	1160.56	1486.03	1156.98	1521
Less: Current Income tax	309.87	367.14	370.39	369.01
Previous Year Adj of Income Tax	15.44	(1.80)	15.52	(1.80)
Deferred tax Assets/ Liability (-)	(11.62)	11.35	(13.22)	3.49
Net Profit After Tax	846.88	1109.33	784.29	1150.29

APPROPRIATIO NS	-	-	-	-
Tax on Proposed Dividend	0	0	0	0
Transfer to General Reserve	0	0	0	0
Balance Carried Forward to Next Year	846.88	1109.33	784.29	1150.29

2. STATE OF THE COMPANY''S AFFAIRS & FUTURE PROSPECTS:

Highlights of Standalone Performance:

During the year under review, the Company has reported Net Revenue from Operations Rs.
1369163.82 thousand as compared to Rs. 122,35,77.25 thousand FY 2023-24. The Company
has reported Earnings After Tax to Rs.84688.22 thousand in FY 2024-25 from Rs.110933.04
thousand in FY 2023-24.

Highlights of Consolidated Performance:

During the year under review, the Company has reported consolidated Net Revenue from
Operations of Rs. 1557092.32 thousand as compared to Rs. 1356588.32 thousand FY 2023¬
24.

The Company has reported Earnings After Tax to Rs. 78429.45 thousand in FY 2024-25 from ''
Rs.115029.47 thousand in FY 2023-24.

Status on expansion and workings of the Company:

We are pleased to inform you that the expansion cum modernization of our iodine
derivatives manufacturing facility at Plot Nos. 37-39, GIDC Sojitra, District Anand,
Gujarat, has been completed. Following this expansion, the installed production capacity
increased to 1,800 MT per annum, significantly reinforcing our production capabilities.

Further the Company has added a new product IOHEXOL (API) to its Product Portfolio and all
the necessary approvals have been obtained from the concerned authorities.

We are delighted to share that the Company has officially commenced construction of its new
facility dedicated to the manufacturing of contrast media raw materials. The groundbreaking
ceremony took place on July 6, 2024, at Plot No. 1, GIDC Sojitra, District Anand, Gujarat.

Spanning an area of 1,114 square meters, this project represents a strategic expansion for the
Company and is expected to play a pivotal role in enhancing our revenue and strengthening our
presence in the pharmaceutical sector.

3. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

4. DIVIDEND:

The Directors have not recommended any Dividend during the year under review due to
conservation of profits and continued investment in the business.

5. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

Since the closure of the financial year on March 31, 2025, there have been no changes that
materially affect the financial position of the Company.

However, the Company has entered into an exclusive 5-year distribution agreement with K.
Sakai & Company Limited, a renowned Japanese chemical distribution Company with a legacy
spanning over a century. We believe this strategic alliance will contribute meaningfully to our long¬
term growth and global market reach.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31,2025, is Rs. 25,00,00,000/- (Rupees
Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore and Fifty Lakh) Equity Shares
having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs. 15,58,31,200 /-
(Rupees Fifteen Crores Fifty-Eight Lakhs Thirty-One Thousand Two Hundred Only) consisting
of 1,55,83,120 (One Crore Fifty-Five Lakhs Eighty-Three Thousand One Hundred and Twenty
Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the paid-up capital has increased by way of further Issue of
16,67,000 (Sixteen Lakh Sixty-Seven Thousand only) Equity Shares of the Company of face value
of Rs.10/- (Rupee Ten Only) each issued on preferential issue basis at a price of Rs.246.57/- (Rupees
Two Hundred Forty-Six and Fifty-Seven Paisa only) each (including premium of Rs. 236.57/- per
share) each payable in cash, aggregating upto Rs. 41,10,32,190.00 (Rupees Forty-One Crore Ten
Lakh Thirty-Two Thousand One Hundred and Ninety Only).

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has following subsidiaries, associates and Joint ventures:

Sr. No.	Name	Subsidiary/ Associate/Joint Venture	Holding	Main object
1.	Shanghai Tajilin Industrial Co. Ltd	Foreign Joint Venture Subsidiary (JV Company)	51%	International Trade of Chemicals, Pharmaceuticals and other products mainly between but not limited to India and China.
2.	Infinium Green Energy Private Limited	Subsidiary Company	51%	Manufacture, production, sale, purchase, import, export, development, storage, accumulation, or otherwise dealing in Bio Coal, Bio Gas, Bio Energy, agro waste briquettes, white coal and Biomass Briquettes and other products related to renewable energy and non-conventional sources of energy from agricultural Cellulosic, waste including hemicellulose waste, other waste, recycling material or from any sources of energy and related products.

3.	Infinium Healthcare Private limited	Subsidiary Company	51%	To carry on the business, in India or abroad, of manufacturing, trading, importing, exporting, distributing, and marketing all types of pharmaceutical products, including formulations, bulk drugs, medicines (allopathic, ayurvedic, homeopathic, etc.), healthcare and wellness products, cosmetics, personal care items, medical consumables, and nutritional supplements—for human and veterinary use.
4.	IBL Elements INC, USA	Step- down Subsidiary	50% of IHPL	To extract iodine from salt water, ensuring the purity level of brine water, and purification of wastewater during mineral extraction.

Details of the said Subsidiary Company and Joint Venture are mentioned in Annexure A (Form
AOC-1) annexed to this report.

9. STATUTORY AUDITOR & AUDIT REPORT

Ashok Rajpara & Co., (FRN 153195W) has been appointed as the Statutory Auditor of the
Company from the Financial Year 2022-23 to 2026-27 i.e. for the period of 5 years.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments.

10. SECRETARIAL AUDITOR:

The Board had appointed M/s. RTBR & Associates, Ahmedabad a firm of Company Secretaries in
Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act,
2013 for the Financial Year 2025-26.

The report of the Secretarial Auditor is annexed to this report as Annexure B. The report does not
contain any qualifications.

11. REPORTING OF FRAUD, COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION,
ADVERSE REMARK OR DISCLAIMER:

There are no qualifications, reservations or adverse remarks or disclaimer in the Auditor''s Report.
Therefore, the Board has not commented on the same.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

There has been no change in the Key Managerial Personnel during the year under review.

13. DEPOSITS:

The Company has not invited / accepted any deposits from the public during the year under
review.

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

(A) CONSERVATION OF ENERGY:

Infinium Pharmachem Limited has always been a frontrunner in continually improving its
operational performance in all areas, like productivity, yield, utilization and a host of other
operating metrics, while reducing the consumption of fuel, power, stores and others. This is done
by adopting an approach of continual improvement of process metrics across all energy
consuming facilities.

The Company is continuously putting its efforts to improve Energy Management by monitoring
energy related parameters on a regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully
along with the technological sustainable development of the Energy Management System. It is
putting its best effort to reduce energy consumption in its operations and activities.

(i)	The steps taken or impact on conservation of energy. The Company places strong emphasis on energy conservation as a key part of its operational strategy. Reducing energy consumption remains an ongoing focus, with continuous efforts directed towards improving energy efficiency across all processes. As part of these initiatives, the Company has begun utilizing bio-coal as an alternative to conventional energy sources. This transition not only supports our commitment to sustainable practices but has also resulted in a notable reduction in power consumption costs.
(i)
(ii)	The steps taken by the Company for utilizing alternate sources of energy; Following are the steps taken by the Company: Company''s subsidiary Infinium Green Energy Private Limited, has manufactured 5000 metric tons of bio coal from agro waste during this year. Which is a supportive step in the government''s determination to double farmers'' income. And also, the replacement of gas fuel is completely alternative energy regeneration. By using this fuel as a substitute for gas consumption, it has managed to reduce the cost of fuel by almost half. In the coming years, Infinium Green Energy is committed to double its production i.e. to 10000 metric tons.
(iii)	The capital investment on energy conservation equipments: Nil

(B) TECHNOLOGY ABSORPTION:

(i)	The efforts made towards technology absorption;	Nil
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year);	Nil
(iv)	The expenditure incurred on Research and Development;	The Company is Fully Equipped with the Research and Development Facilities and Constantly Engaged in Developing Products as Per Specification of the Customers. The Company is Updating Manufacturing process of the existing Products Leading to reduction in Process Time and Cost of Production and Also in developing Products.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Thousand)

Foreign Exchange Earnings	374130.29
Foreign Exchange Outgo	899291.4

15. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall
be placed on the website of the Company. The link for the same is https://infiniumpharmachem.com/.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review, there was no contract or arrangements made with the related parties
as defined under Section 188 of the Companies Act, 2013. However, the Company has made
commercial transactions with its Subsidiaries, on an arm''s length basis in the ordinary course of its
business. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.

17. BUSINESS RISK MANAGEMENT:

In today''s economic environment, Risk Management is a very important part of the business. The
main aim of risk management is to identify, monitor and take precautionary measures in respect of
the events that may pose risks for the business. Your Company''s risk management is embedded in the
business processes. Your Company has identified certain risks like price risk, uncertain global
economic environment, interest rate, human resource, competition, compliance and industrial health
and safety risk and also planned to manage such risk by adopting best management practice.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company remains steadfast in its commitment to social responsibility, consistently directing its
resources and initiatives toward causes that foster positive social, ethical, and environmental
outcomes. Through a range of Corporate Social Responsibility ("CSR") activities, the Company has
actively contributed to societal well-being and continues to create enduring value for the community.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy.
The composition of the Committee, contents of CSR Policy and report on CSR activities carried out
during the financial year ended March 31, 2025, in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure D.

19. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 06 (Six) Board Meetings were held during the Financial Year ended
March 31,2025. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors Present
1	29.05.2024	6
2	07.06.2024	6
3	02.09.2024	6
4	01.10.2024	6
5	14.11.2024	4
6	11.03.2025	6

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the
applicable accounting standards had been followed and there are no material departures from the
same.

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company for the Financial Year ended on March 31,2025, and of the profit and
loss of the Company for that period.

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

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

(e) Proper internal financial controls to be followed by the Company has been laid down and that such
internal financial controls are adequate and were operating effectively

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

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations/ confirmations from all the Independent Directors of the
Company as required under Section 149(7) of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

22. POLICY ON NOMINATION AND REMUNERATION (NRC):

Nomination and Remuneration Policy in the Company is designed to create a high-performance
culture. It enables the Company to attract motivated and retained manpower in a competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The
Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and
Remuneration Committee within the salary scale approved by the members and are effective from
April 1, of each year.

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing
Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management
Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director

6) Carry out evaluation of every director''s performance and support the board and independent
directors in evaluation of the performance of the board, its committees and individual directors

7) Establish a vigil mechanism for directors and employees to report genuine concerns in such
manner as may be prescribed.

23. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
evaluation of its own performance, the directors individually, as well as the evaluation of the
working of its committees. The Company has devised a questionnaire to evaluate the
performances of each of Executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the Board have from each of
the Directors. The evaluation framework for assessing the performance of Directors comprises of
the following key areas:

i. Attendance of Board Meetings and Committee Meetings.

ii. Quality of contribution to Board Deliberations.

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has given advances to its Subsidiary Company during the period under review and
the said advances are within the limits sanctioned/approved by the members of the Company at
the Extra-Ordinary General Meeting held on 06.07.2024.

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

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting
the going concern status and Company''s operations in future.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company''s internal control procedures which include internal financial controls, ensure
compliance with various policies, practices and statutes and keeping in view the organization''s
pace of growth and increasing complexity of operations.

27. MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost
records are applicable to the Company and the Company has made and maintained the cost
records as specified therein.

The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as
Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial
Year 2025-26.

28. PARTICULARS OF EMPLOYEE:

None of the employees has received remuneration exceeding the limit stated in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure E.

29. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING, IF ANY UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, no application has been made nor is any application pending by /
against the Company under the Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS:

During the period under review, there was no instance of one-time settlement with any Bank /
Financial Institution. Hence, the disclosure relating to the difference between the amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan from the
Banks / Financial Institutions is not applicable to the Company.

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

During the period under review, the Company has complied with Secretarial Standards-1 (SS-1)
and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

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

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly
constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment
at the workplace.

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

Number of complaints of Sexual Harassment received in the Year- NIL
Number of Complaints disposed-off during the year- NIL
Number of cases pending for more than ninety days- NIL

The Company had also organized POSH Training Session at its factory on 04th January 2025 where
following points were discussed, and training was imparted to the employees:

1. Overview of POSH Act and its importance.

2. Roles & Responsibilities of Employees & Employers.

3. Complaint Redressal Mechanism.

4. Case Studies & Group Discussion.

33. AUDIT COMMITTEE:

Sr. No.	Name of Committee Members	DIN	Designation in Committee Chairman /	Designation in the Company
1	KEYUR JAGDISHCHANDR A SHAH	3111182	Chairman	Independent Director
2	MITESH LAVJIBHAI CHIKHALIYA	3342934	Member	Executive Director
3	TARUN RATILAL DOBARIYA	7554597	Member	Independent Director
4	VAISHAKHI AMBRISHBHAI SHUKLA	9738364	Member	Independent Director

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key
Audit Matters presented by the Statutory Auditors and compliance of various regulations. The
Committee also reviews the financial results and financial statements before they are placed before
the Board.

34. CORPORATE GOVERNANCE REPORT:

The Company being listed on the SME Platform of NSE, the provisions of Corporate
Governance are not applicable to the Company. Non-Applicability of submission of Report on
Corporate Governance is given in Annexure F.

35. LISTING OF SECURITIES:

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol
of INFINIUM. The ISIN for equity shares is INE0MRE01011. The Company confirms that the
annual listing fees to the stock exchange for the Financial Year 2025-26 have been paid.

36. INTERNAL AUDITORS:

The Board of Directors at their meeting held on May 28, 2025 appointed Mr. Piyush P
Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2025-26.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual
Report. Certain Statements in the said report may be forward-looking. Many factors may
affect the actual results, which could be different from what the Directors envisage in terms
of the future performance and outlook. Management Discussion and Analysis Report is given
in Annexure - G to the Directors Report.

38. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit
Act, 1961, and has extended all statutory benefits to eligible women employees during the
year.

39. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given in Annexure H.

41. ACKNOWLEDGMENT:

Your directors would like to express their sincere appreciation for the assistance and
cooperation received from the customers, employees, banks, Government authorities,
vendors, consultants and members during the year under review.

By Order of the Board of Directors,

For, Infinium Pharmachem limited

^sd/- sd/-

Sanjaykumar Viththalbhai Patel Pravin Madhani

DIN - 00370715

Managing Director D I N : 00370791

Place: Anand Director

Date: 21^st August ,2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 20^th Board''s Report of Infinium Pharmachem Limited (''the Company'') for the year ended on March 31, 2024 (''period under review'').

1.	Financial Summary of the Company		(Rs. in Thousands)
	Particulars	For the year ended	For the year ended
		March 31, 2023	March 31, 2024
	Revenue from Operations	1013062.15	1223577.25
	Other Income	13433.83	16272.18
	Total Income	1026495.98	1239849.43
	Less: Expenses	903847.45	1091246.31
	Profit / (Loss) Before Tax	122648.53	148603.12
	Less: Tax Expenses	30909.17	36714.35
	Add/Less: Deferred Tax	157.60	1135.84
	Add/Less: Prior Year Tax	90.10	(180.11)
	Profit / (Loss) After Tax	91491.66	110933.04

2. State of the Company''s affairs

During the period under review, the Net Revenue from Operations of your Company increased from Rs. 10,13,062.15 Thousands to Rs. 122,35,77.25 Thousands. The Company''s Profit after Tax increased from Rs. 9,14,91.66 Thousands to Rs. 11,09,33.04 Thousands as compared to Previous Year. This shows overall growth of 21.30% in the net profit of the company.

Current status on expansion and workings of the company:

It gives us immense pleasure in informing that the Company has commenced construction activities for its new Project dedicated to manufacturing contrast media raw materials. The groundbreaking ceremony was held on July 6, 2024 at Plot No. 1, GIDC Sojitra, Dist. Anand, Gujarat. The project, spanning 1,114 square meters, marks a significant expansion for the Company. This strategic move into production of contrast media raw materials is anticipated to substantially boost the company''s revenue, contributing to its growth and market presence in the pharmaceutical industry.

We are also pleased to inform that the expansion project for iodine derivative manufacturing at existing Plot no 37-39, GIDC Sojitra Dist. Anand, Gujarat is nearing completion and the installed capacity will now increase to 1800 MT/annum.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

4. Dividend

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. Change in the nature of Business

There has been no change in the nature of Business of the Company during the year under review.

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2024, the Company has the following changes which affect the financial position.

The Company has acquired 51 % Equity Stake in M/s. Infinium Healthcare Private Limited (IHPL) and is a subsidiary of the Company

7. Share Capital

The Authorized Share Capital of the Company as on March 31, 2024 is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 13,91,61,200 /- (Rupees Thirteen Crores Ninety One Lakhs Sixty One Thousand Two Hundred Only) consisting of 1,39,16,120 (One Crore Thirty Nine Lakhs Sixteen Thousand One Hundred and Twenty Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Authorized Share Capital of the Company increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each during the FY 2023-24.

The company has increased the paid-up capital by way of Bonus Issue of Rs. 6,95,80,600/- (Rupees Six Crores Ninety Five Lakhs Eight Thousand Six Hundred Only) divided into 69,58,060 (Sixty Nine Lakhs Fifty Eight Thousand Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 1 (One) fully paid up equity shares of nominal value of Rs. 10/- (Rupees Ten) each as bonus shares for every 1(One)equity share held] out of the Reserves or Securities Premium Account of the Company on August 28, 2023.

8. Subsidiaries, Associates and Joint Venture

The Company has following subsidiaries, associates and Joint ventures:

Sr. No.	Name	Subsidiary / Associate / Joint Venture	Holding	Main object
01	Shanghai Tajilin Industrial Co. Ltd	Foreign Joint Venture Subsidiary (JV Company)	51%	International Trade of Chemicals, Pharmaceuticals and other products mainly between but not limited to India and China
02	Infinium Green Energy Private Limited	Subsidiary Company	51%	Manufacture, production, sale, purchase, import, export, development, storage,

accumulation, or otherwise dealing in Bio Coal, Bio Gas, Bio Energy, agro waste briquettes, white coal and Biomass Briquettes and other products related to renewable energy and non-conventional sources of energy from agricultural Cellulosic, waste including hemicellulose waste, other waste, recycling material or from any sources of energy and related products

The Company holds 51% (Fifty One Percent) Equity stake in the Subsidiary Company and Joint Venture. Details of the said Subsidiary Company and Joint Venture are mentioned in Annexure A (Form AOC-1) annexed to this report.

9. Statutory Auditor & Audit Report

Ashok Rajpara & Co., (FRN 153195W) has been appointed as the Statutory Auditor of the Company from the Financial Year 2022-23 to 2026-27 i.e. for the period of 5 years.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

10. Secretarial Auditor:

The Board had appointed M/s. RTBR & Associates, Ahmedabad a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed to this report as Annexure B. The report does not contain any qualifications.

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

There are no qualifications, reservations or adverse remarks or disclaimer in the Auditor''s Report. Therefore, the Board has not commented on the same.

12. Details of Directors or Key Managerial Personnel

There has been change in the Key Managerial Personnel during the year under review. The details of the change is as below:

Sr. No.	Name of the Director / Key Managerial Personnel	Designation	Date of Appointment/Ces sation	Reason for Change
1.	Nilesh Dharamshi Bhai Patel	Chief Financial Officer &	20/11/2023	Appointment

		Company Secretary
2.	Vrunda H Patel	Company Secretary	18/11/2023	Cessation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act and the Articles of Association of the Company, Mr. Pravin Bhadabhai Madhani (DIN: 00370791), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment and there is no change in the constitution of Board of Directors.

13. Deposits

The Company has not invited / accepted any deposits from the public during the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

(a) Conservation of Energy:

Infinium Pharmachem Limited has always been a frontrunner in continually improving its operational performance in all areas, like productivity, yield, utilization and a host of other operating metrics, while reducing the consumption of fuel, power, stores and others. This is done by adopting an approach of continual improvement of process metrics across all energy consuming facilities.

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best endeavor to reduce energy consumption in its operations and activities.

(i)	The steps taken or impact on conservation of energy; The Company has started using Bio-coal as compared to other sources of energy resulting in reduction of cost of power consumption.
(ii)	The steps taken by the company for utilizing alternate sources of energy; Following are the steps taken by the company: Company''s subsidiary Infinium Green Energy Private Limited, has manufactured 5000 metric tons of bio coal from agro waste during this year. Which is a supportive step in the government''s determination to double farmers'' income. And also the replacement of gas fuel is completely alternative energy regeneration. By using this fuel as a substitute for gas consumption, it has managed to reduce the cost of fuel by almost half. In the coming years, Infinium Green Energy is committed to double its production i.e. to 10000 metric tons.
(iii)	The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:
	(i)	The efforts made towards technology absorption;	Nil
	(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
	(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year);	Nil
	(iv)	The expenditure incurred on Research and Development;
		The Company is Fully Equipped with the Research and Development Facilities and Constantly Engaged in Developing Products as Per Specification of the Customers. The Company is Updating Manufacturing process of the existing Products Leading to reduction in Process Time and Cost of Production and Also in developing Products.

(C) Foreign exchange earnings and Outgo:		(Rs. in Thousand)
	Foreign Exchange Earnings	319417.05
	Foreign Exchange Outgo	595348.13

15. Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company.

Link for the same is https://infiniumpharmachem.com/.

16. Particulars of Contracts or Arrangements Made With Related Parties

During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, the Company has made commercial transactions with its associate concern (common directors) and Foreign Joint Venture on arm''s length basis. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.

17. Business Risk Management

In today''s economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

18. Corporate Social Responsibility

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out

during the financial year ended March 31, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure D.

19. Number of meetings of the Board

A total of 06 (Six) Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors Present
1.	11/04/2023	06
2.	17/05/2023	06
3.	02/08/2023	06
4.	14/09/2023	06
5.	27/10/2023	06
6.	20/02/2024	06

20. Directors'' Responsibility Statement

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

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31, 2024 and of the profit and loss of the Company for that period;

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

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

(e) Proper internal financial controls to be followed by the company has been laid down and that such internal financial controls are adequate and were operating effectively

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

21. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

22. Policy on Nomination and Remuneration (NRC)

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director

6) Carry out evaluation of every director''s performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors

7) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

23. Annual Evaluation Of Performance Of The Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

24. Particulars of loans, guarantees or investments under section 186

The Company has not granted any loans nor given any guarantees during the period under review.

25. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company''s operations in future.

26. Adequacy of internal financial controls with reference to the Financial Statements.

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations.

27. Maintenance of Cost Records:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial Year 2023-24.

28. Particulars of Employee

None of the employees has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure E.

29. Details of Applications Made or Proceeding Pending, If Any Under The Insolvency And Bankruptcy Code, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

30. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions:

During the period under review, there was no instance of one time settlement with any Bank / Financial Institution. Hence, the disclosure relating to the difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

31. Compliance with the Secretarial Standards

During the period under review, the Company has complied with Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

32. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.

No. of complaints at the beginning of the year - NIL

No. of complaints during the year - NIL

No. of complaints at the end of the year - NIL

33. Audit Committee

The Audit Committee consists of Independent Directors with Mr. Keyur Jagdishchandra Shah as Chairman, Mr. Tarun Ratilal Dobariya, Ms. Vaishakhi Ambrishbhai Shukla and Mr. Mitesh Lavjibhai Chikhaliya as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

34. Corporate Governance Report

The Company being listed on the SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non Applicability of submission of Report on Corporate Governance is given in Annexure F.

35. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of INFINIUM. The ISIN for equity shares is INE0MRE01011. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2024-25 have been paid.

36. Internal Auditors

The Board of Directors at their meeting held on September 02, 2024 appointed Mr. Piyush P Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2024-25.

37. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure - G to the Directors Report.

38. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure H.

39. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.

---

Mar 31, 2023

The Directors have pleasure in presenting the 19^th Board''s Report of Infinium Pharmachem Limited (''the Company'') for the year ended on March 31, 2023 (''period under review'').

1. Financial Summary of the Company

(Rs. in Thousand)
Particulars	For the year ended March 31, 2022	For the year ended March 31, 2023
Revenue from Operations	740377.23	1013062.15
Other Income	9254.89	13433.83
Total Income	749632.12	1026495.98
Less: Expenses	675578.02	903847.45
Profit / (Loss) Before Tax	74054.10	122648.53
Less: Tax Expenses	19019.83	31156.87
Profit / (Loss) After Tax	55034.27	91491.66

2. State of the Company''s affairs

During the period under review, the Net Revenue from Operations of your Company increased from Rs. 74,03,77,230/- (Rupees Seventy Four Crores Three Lakhs Seventy Seven Thousand Two Hundred and Thirty Only) to Rs. 101,30,62,150/- (Rupees One Hundred and One Crores Thirty Lakhs Sixty Two Thousand One Hundred and Fifty Only).

The Company''s Profit After Tax stood from Rs. 5,50,34,270/- (Rupees Five Crores Fifty Lakhs Thirty Four Thousand Two Hundred Seventy Only) to Rs. 9,14,91,660/- (Rupees Nine Crores Fourteen Lakhs Ninety One Thousand Six Hundred and Sixty Only) as compared to Previous Year.

Directors are hopeful to achieve better results in the coming years.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to reserves.

4. Dividend

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. Change in the nature of Business

There has been no change in the nature of Business of the Company during the year under review.

However, the Company is now a Public Limited Company w.e.f. August 12, 2022 vide a Special Resolution passed at an Extra Ordinary General Meeting dated June 15, 2022.

Further, the Company vide Prospectus dated March 20, 2023 issued its securities via Initial Public Offering and on April 17, 2023 the Company''s Securities were listed on NSE Emerge Platform.

6. Material Changes and commitments affecting the Financial position of the Company

Since the closure of the Financial Year i.e. since March 31, 2023, the Company vide Prospectus dated March 20, 2023 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on April 17, 2023. Therefore, the Company now being a Listed Company the Financial Position of the Company is varied.

7. Share Capital

The Authorised Share Capital of the Company as on March 31, 2023 is Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (1 Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) consisting of 50,83,060 (Fifty Lakhs Eighty Three Thousand Sixty) Equity Shares having Face Value of Rs. 10/-(Rupees Ten Only) each.

The Authorised Share Capital of the Company increased from Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each during the FY 2022-23.

Further, during the period under review, the paid-up Share Capital of the Company increased from Rs. 1,01,66,120/- (Rupees One Crore One Lakh Sixty Six Thousand One Hundred and Twenty Only) divided into 10,16,612 (Ten Lakhs Sixteen Thousand Six Hundred Twelve) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) through Bonus Issue of Rs. 4,06,64,480/- (Rupees Four Crores Six Lakhs Sixty Four Thousand Four Hundred and Eighty Only) divided into 40,66,448 (Forty Lakhs Sixty Six Thousand Four Hundred and Forty Eight) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 4 (Four) fully paid up equity shares of nominal value of Rs. 10/- (Rupees Ten) each as bonus shares for every 1(One)equity share held] out of the Reserves or Securities Premium Account of the Company on June 25, 2022.

The Company through Initial Public Issue dated April 11, 2023 i.e. during the FY 2023-24, issued 18,75,000 (Eighteen Lakhs Seventy Five Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 125/- (Rupees One Hundred and Twenty Five Only) (Discount of 10% to the eligible employees of the Company) amounting to Rs. 25,25,71,500/- (Rupees Twenty Five Thousand Twenty Five Lakhs Seventy One Thousand Five Hundred Only) thereby increase in the paid up capital of the Company from Rs. 5,08,30,600/- (Rupees Five Crores Eight Lakhs Thirty Thousand Six Hundred Only) divided into 50,83,060 (Fifty Lakhs Eighty Three Thousand Sixty) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 6,95,80,600 (Six Crores Ninety Five Lakhs Eighty Thousand Six Hundred Only) divided into 69,58,060 (Sixty Nine Lakhs Fifty Eight Thousand Six Hundred) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

8. Subsidiaries, Associates and Joint Venture

The Company has a Foreign Joint Venture Subsidiary (JV Company) in the name of ''Shanghai Tajilin Industrial Co. Ltd'' incorporated on March 27, 2019 in the People'' Republic of China, having Company No. 91310000MA1HR2TG2B. The main business of the JV Company is of International Trade of Chemicals, Pharmaceuticals and other products mainly between but not limited to India and China.

The Company holds 51% (Fifty One Per Cent) Equity stake in the JV Company. Details of Joint Ventures are mentioned in Annexure A (Form AOC-1) annexed to this report.

The Company has a Subsidiary Company in the name of ''Infinium Green Energy Private Limited'', incorporated on June 06, 2022 having CIN U40200GJ2022PTC132667. The main business of the Company is of manufacture, production, sale, purchase, import, export, development, storage, accumulation, or otherwise dealing in Bio Coal, Bio Gas, Bio Energy, agro waste briquettes, white coal and Biomass Briquettes and other products related to renewable energy and non-conventional sources of energy from agricultural Cellulosic, waste including hemicellulose waste, other waste, recycling material or from any sources of energy and related products.

The Company holds 51% (Fifty One Per Cent) Equity stake in the Subsidiary Company. Details of the said Subsidiary Company are mentioned in Annexure A (Form AOC-1) annexed to this report.

9. Statutory Auditor & Audit Report

During the period under review, R J P & Co. resigned from the office of the Statutory Auditor of the Company due to dissolution of their partnership firm w.e.f. May 20, 2022.

The Company at its Extra-ordinary General Meeting held on June 15, 2022 appointed Ashok Rajpara & Co., (FRN 153195W) Chartered Accountants, Surat, to conduct Statutory Audit of the Company for the financial year ending on March 31, 2022.

Further, the shareholders at their Annual General Meeting held on September 30, 2022 appointed Ashok Rajpara & Co., (FRN 153195W) as the Statutory Auditor of the Company from the Finanical Year 2022-23 to 2026-27 i.e for the period of 5 years.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

10. SECRETARIAL AUDITOR:

Secretarial Audit is not applicable for financial year ended 31^st March, 2023 as the Company was a public company as on 31^st March, 2023 & the Company does not fall into the criteria mentioned under section 204 of Companies Act, 2013.

11. Reporting of fraud, comments by board on every qualification, reservation, adverse remark or disclaimer

There are no qualification, reservation or adverse remark or disclaimer in Auditors Report. Therefore, the Board have not commented on the same.

12. Details of Directors or Key Managerial Personnel

There has been change in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change is as below:

Sr. No.	Name of the Director / Key Managerial Personnel	Designation	Date of Appointment	Reason for Change
1.	Sanjaykumar Viththalbhai Patel	Managing Director	14/10/2022	Change in Designation
2.	Keyur Jagdishchandra Shah	Independent Director	14/10/2022	Appointment
3.	Tarun Ratilal Dobariya	Independent Director	14/10/2022	Appointment
4.	Vaishakhi Ambrishbhai	Independent	14/10/2022	Appointment

	Shukla	Director & Woman Director
5.	Vrunda Harishbhai Patel	Chief Financial Officer	14/10/2022	Appointment
6.	Vrunda Harishbhai Patel	Company Secretary	21/04/2022	Appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act and the Articles of Association of the Company, Mr. Mitesh Lavjibhai Chikhaliya (DIN: 03342934), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

13. Deposits

The Company has not invited / accepted any deposits from the public during the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo (A) Conservation of Energy:

	(i)	The steps taken or impact on conservation of energy; The Company has started using gas as compared to other source of energy resulting in reduction of cost of power consumption.
	(ii)	The steps taken by the company for utilising alternate sources of energy;		Nil
	(iii)	The capital investment on energy conservation equipments;		Nil
(B) Technology Absorption:
	(i)	The efforts made towards technology absorption;		Nil
	(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution;		Nil
	(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year);		Nil
	(iv)	The expenditure incurred on Research and Development;
		The Company is Fully Equipped with the Research and Development Facilities and Constantly Engaged in Developing Products as Per Specification of the Customers. The Company is Updating Manufacturing process of the existing Products Leading to reduction in Process Time and Cost of Production and Also in developing Products.
(C) Foreign exchange earnings and Outgo: (Rs.in Thousand)
	Foreign Exchange Earnings		296653.01
	Foreign Exchange Outgo		307126.44

15. Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company.

Link for the same is https://infiniumpharmachem.com/.

16. Particulars of Contracts or Arrangements Made With Related Parties

During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, Company has made commercial transaction with its associate concern (common directors) and Foreign Joint Venture on arm''s length basis. Details of the same are mentioned in Annexure B (Form AOC-2) annexed to this report.

17. Business Risk Management

In today''s economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

18. Corporate Social Responsibility

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C.

19. Number of meetings of the Board

A total of 13 (Thirteen) Board Meetings were held during the Financial Year ended March 31, 2023. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors Present
1.	07/04/2022	2
2.	21/04/2022	3
3.	29/04/2022	3
4.	12/05/2022	2
5.	20/05/2022	2
6.	13/06/2022	2
7.	25/06/2022	2
8.	20/09/2022	3
9.	07/10/2022	3
10.	14/10/2022	6
11.	30/11/2022	6
12.	17/02/2023	6
13.	20/03/2023	6

20. Directors'' Responsibility Statement

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

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of 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 for the Financial Year ended on March 31, 2023 and of the profit and loss of the Company for that period;

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

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

(e) The Company being Unlisted during the period under review, sub clause (e) of section 134(3) of the Act pertaining to laying down internal financial controls is not applicable to the Company; 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.

21. Declaration by Independent Directors

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

22. Policy on Nomination and Remuneration (NRC)

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director

23. Particulars of loans, guarantees or investments under section 186

The Company has not granted any loans nor given any guarantees during the period under review.

However, the Company has Joint Venture in the name and style of Shanghai Tajilin Industrial Co. Ltd. Since 2019.

The Company invested in equity stake of Infinium Green Energy Private Limited during the year under review.

24. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company''s operations in future.

25. Adequacy of internal financial controls with reference to the Financial Statements.

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization''s pace of growth and increasing complexity of operations.

26. Maintenance of Cost Records:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial Year 2022-23.

27. Particulars of Employee

None of the employee has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure D.

28. Details of Applications Made or Proceeding Pending, If Any Under The Insolvency And Bankruptcy Code, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions:

During the period under review, there was no instance of onetime settlement with any Bank / Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

30. Compliance with the Secretarial Standards

During the period under review, the Company has complied Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.

32. Audit Committee

The Audit Committee consists of Independent Directors with Mr. Keyur Jagdishchandra Shah as Chairman, Mr. Tarun Ratilal Dobariya, Ms. Vaishakhi Ambrishbhai Shukla and Mr. Mitesh Lavjibhai Chikhaliya as members. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

33. Corporate Governance Report

The Company being Listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non Applicability of submission of Report on Corporate Governance is given in Annexure E.

34. Listing of securities

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of INFINIUM. The ISIN for equity shares is INE0MRE01011. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2023-24 have been paid.

35. Internal Auditors

The Board of Directors at their meeting held on May 17, 2023 appointed Mr. Piyush P Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2023-24.

36. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure - F to the Directors Report.

37. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure G.

38. Acknowledgment

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.