Directors Report of MPS Pharma Ltd.

Mar 31, 2024

Your Directors are delighted to present the 30^thAnnual Report of your Company together with the Audited Annual Accounts for the
financial year ended 31^st March, 2024.

1. Financial Results:

The Financial Performance of your Company for the year ended March 31, 2024 is summarized below

(Amount in Hundreds)

Particulars	For the year ended
	31.03.2024	31.03.2023
Revenue from operations	9366.69	2330.00
Profit/(Loss) before Depreciation & Income Tax	(70658.50)	(92515.16)
Less: Depreciation	14672.84	14579.06
Profit/(Loss) after depreciation	(85331.34)	(107094.22)
Less: Provision for Income Tax/Deferred Tax	(2227.17)	(2055.40)
Profit/(Loss) After Taxation	(83104.17)	(105038.82)
Other Comprehensive Income(net of taxes)	859.69	1524.69
Total Comprehensive Income for the period carried over to Reserve & Surplus a/c	82244.48	(103514.13)

2. Dividend:

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for the
year under review.

3. Reserves:

No amount is proposed to be transferred to Reserves for the year under review.

4. Brief description of the Company''s working during the year:

Due to absence of orders there were nil production activities in the company''s plant during the year under review. Hence, the
company''s turnover has drastically turned down and the company has suffered a loss of Rs. 85.33 Lacs.

The company has applied for renewal of its Drug Manufacturing Licences before the term of its expiry with the Food & Drugs
Administration (FDA), Panchkula, for manufacturing pharmaceutical and allied products and the same is under consideration at
the end of the FDA. The management of the company firmly believes that the company would be able to restart its business
operations as the company is getting quotes from the prospective buyers & the management is of the opinion that the new deals
would be finalized soon. Further, the management of the company is also exploring the market and business opportunities and is
putting necessary efforts in this respect so that the operations of the company can be started again.

5. Change in the nature of business, if any:

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which has 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 of the company to which the financial statements relate and the date of the report.

7. 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:

During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact
the going concern status and company''s operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence
to the company''s policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiaryor Joint-venture or Associate Company.During the year under review, no company has become
subsidiary/Joint-venture/Associate of your company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the
consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary
company or Associate Company.

11. Public Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under
Chapter V of the Act is as under-

a)	accepted during the year	Rs Nil
b)	remained unpaid or unclaimed as at the end of the year	Rs Nil
c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved	N.A. since the company has not accepted any deposits.
i.	at the beginning of the year	Rs Nil
ii.	maximum during the year	Rs Nil
iii.	at the end of the year	Rs Nil

12. Auditors:

A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) had been appointed as the
Statutory Auditors of the company in the 28^thAnnual General Meeting held on 28^th September, 2022 to hold office for a period of
Four (4) consecutive years from the conclusion of 28th Annual General Meeting until the conclusion of 32nd Annual General
Meeting of the Company

A brief profile of Nemani Garg Agarwal & Co. is as under:

Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services which
include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services
etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants,
Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to
offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with
industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs
of its clients.

Statutory Auditors'' Report:

The company always strives to present a unqualified Financial Statement. However, there are some observations on Auditor''s
Report for the F.Y. 2023-24, which are as under:-

Auditor''s Observation:-

a) The company had recorded the cost of the investment of Rs. 53.80 Lac at the cost of Acquisition value of the equity shares
issued and had not determined the fair value as required by Ind AS. The shares were not made available for physical
verification. Hence, we are unable to comment upon the physical existence and express an opinion on the value of
investment recorded.

b) The Capital work in Progress of Rs. 3.26 Crore has been stalled. The physical conditions of these assets under construction
require technical evaluation to determine impairments or write offs, if any. However in view of the management the
suspension is temporary in nature and assets under construction are not obsolete, and the company will be able to resume
construction activities in near future and accordingly no provision is required.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications'' made by the
Auditors'' in their report your Directors states as under:-

a) The company has misplaced/lost the share certificates of the investments made by it in unquoted equity shares of other
companies during the shifting of its records. Hence the company is unable to locate its investments made in the unquoted
equity shares as the same are not physically held by the company at present. Despite sending multiple requests to the
companies in which it has made investments for issue of duplicate share certificates, the same have not yet been entertained
and till date the company has not received any reply from these companies. In addition to this, the company is working
towards determining the fair market value of its investments to ensure the compliance with IND AS in true letter and spirits.

b) The company allocated funds for building an additional factory block & for Godown to expand its operations, but due to
technical and other reasons, construction had to be temporarily suspended. Management believes the suspension is
temporary, and the under-construction assets are not obsolete. The company anticipates resuming construction activities
soon and does not foresee the need for any provisions. Additionally, the company is receiving advances back from some
vendors due to non-execution of deals.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. Kundan Agrawal
& Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2023-24.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to
Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the
Company examined the compliance of all applicable SEBI Regulations and circulars / guidelines and provided their report. The

Secretarial Auditors vide their report dated 27 May, 2024, have reported that your company has maintained proper records
under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder. However, some records are needed to be
maintained in more complied and updated manner.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in its Secretarial Audit
Report and Annual Secretarial Compliance Report dated 10^th August, 2024 & 27^th May, 2024, respectively for the Financial Year
2023-24 except the following:

a) The Company has not paid the annual listing fees for the F.Y. 2021-2022, 2022-23 & 2023-24 to BSE

b) BSE has restricted the trading of the company on account of Graded Surveillance Measure (GSM) under Stage IV.

Report of the Secretarial Auditor is annexed with the Annual Report, however, as regards qualifications'' made by the Secretarial
Auditors in their report your Directors states as under:-

a) Due to paucity of funds, the Annual Listing Fees to BSE could not be paid. The management of the Company is trying its level
best to arrange funds & is expected to pay the fees in very near future.

b) In the absence of sufficient orders during the year under review, there is a decline in the operating activities of the
company. The management of the company is exploring the market and business opportunities and is putting necessary
efforts in this respect so that the operations of the company can be started again and the financial position & net worth of
the company could be improved.

The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries confirming that none
of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors
of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.
However, there are some observations in the said certificate for the F.Y. 2023-24, which are reproduced as under:-

In the Certificate dated 24.06.2023 issued by M/s Kundan Agrawal & Associates (PCS Firm having FRN: S2009DE113700), they had
stated that NSE vide its order dated 27.01.2022 expelled M/s. Omkam Capital Markets Private Limited and its director Mr.
Peeyush Kumar Aggarwal was disqualified from being Director of any Company which is a trading member of Stock Exchange.

M/s Kundan Agrawal& Associates had also stated in their Certificate dated 24.06.2023 that M/s. Omkam Capital Markets Private
Limited had filed an appeal against the expulsion order of NSE before the Hon''ble Securities Appellate Tribunal which was pending
adjudication as on the date of the previous year''s certificate i.e. certificate dated 24.06.2023.

We have now been informed by the Management and on the basis of the order dated 22.08.2023 passed by the Hon''ble Securities
Appellate Tribunal, the Hon''ble Securities Appellate Tribunal has set aside the expulsion order and penalty to the tune of Rs. 8.22
lakh; we certify that the disqualification of Directors of Omkam Capital Markets Pvt. Ltd. namely Mr. Peeyush Kumar Aggarwal
(DIN No. 00090423), pursuant to Clause (iv) sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attracted
now. On the basis of records produced, we certify that the said penalty has been paid as on the date of this certificate.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors
for the F. Y. 2023-24 are provided as Annexure-i(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the
recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the
company for the FY 2023-24.

13. Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for
all the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria as
prescribed by Central Government, cost audit is not required in our company for the financial year 2023-24as per notification no.
F.No.1/40/2013-CL-V dated 31.12.2014.

14. Share Capital:

A	Issue of equity shares with differential rights:	During the year, company has not issued any equity shares with differential rights.
B	Issue of sweat equity shares	During the year, company has not issued any Sweat equity shares.
C	Issue of employee stock options	During the year, company has not issued employee stock options.
D	Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees	Rs Nil
E	Bonus Shares	No bonus shares were issued during the year under review.

15. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of Section 92 of the
Companies Act 2013 is placed at the Company''s website under the web link: : https://www.mpspharmaa.com/reports/mgt9-23-
24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7, is available on the
website of the Company at the link

https://www.mpspharmaa.com/reports/a return23-24.pdf

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for
further improvement. In terms of requirement of Section134 (3) (a) of the Companies Act, 2013 read with rule 8 of the Companies
(Accounts) Rules, 2014 the required information relating to conservation of energy, technology absorptions and foreign exchange
earnings and outgo are Annexed hereto as Annexure-2.

17. Corporate Social Responsibility (CSR):

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the
Company.

18. Directors and Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel
Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Ram Niwas Sharma (DIN: 08427985), Director of the
Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Considering the vast experience of Mr. Ram Niwas Sharma, the Board is of the opinion that his reappointment will immensely
benefit your Company. The Board recommends his reappointment as a Director liable to retire by rotation.

Brief profile of the Mr. Ram Niwas Sharma Director of the Company who is proposed to be re-appointed is mentioned herein
below:

Mr. Ram Niwas Sharma has more than two decades of experience in the corporate sector at various levels including stock
broking, marketing and general administration. Considering his vast and rich experience, the Board of Directors of the Company
has appointed him as a Non-Executive Director of the Company.

Mr. Ram Niwas Sharma (having DIN: 08427985) does not have any relationship with any of the existing directors and Key
Managerial Personnel and he does not hold any shares in the Company.

Details of his Directorship and Committee membership in listed and other public limited companies are as follows:-

Sl. No.	Directorships in other listed and Public Limited Companies	Committee Membership/Chairmanship
1	Onshore Shipping Limited.	NIL	NIL
2.	Heritage Corporate Services Limited	NIL	NIL
3.	Radsun Technologies Limited	NIL	NIL
4.	Eshoppers India Limited	NIL	NIL

Details of listed companies in which Mr. Ram Niwas Sharma resigned in the past three years -Mr. Ram Niwas Sharma was appointed
as a Non-Executive and Non-Independent Director w.e.f., 28th September, 2023 of MPS Infotecnics Limited, subject to the consent of
the Shareholders in the Annual General Meeting of the Company, however the Annual General Meeting of the Company could not be
held even during the extended period of holding of Annual General Meeting, hence he ceased to be the Additional Director of the
Company. Further upon the recommendation of Nomination and Remuneration Committee, the Board of Directors of the MPS
Infotecnics Limited has again appointed Mr. Ram Niwas Sharma (DIN: 08427985) as its Additional Director (Non-Executive & NonÂ¬
Independent) with effect from 14th May, 2024, subject to the approval of the members in the Annual General Meeting of the
Company.Further, as the Annual General Meeting of MPS Infotecnics Limited could not be held within that period also, Mr. Ram Niwas
Sharma again ceased to be a Director of MPS Infotecnics Limited w.e.f. 12^th August, 2024.

During the year under review, Mr. Ajay Sharma (DIN:03344008) was appointed as an Additional Director, categorized as an
Independent Director of the Company w.e.f. 13/07/2023 to hold office for a term of Five consecutive years pursuant to the provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 149, 150, 152 and 161and any applicable
provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification (s) or re - enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013. The
company has duly taken the approval of shareholders for appointing Mr Ajay Sharma as the Non-Executive Independent Director of the
company by way of special resolution passed in the 29^th AGM of the company held on 29^th September, 2023.

A brief profile of Mr. Ajay Sharma is given below:

Mr. Ajay Sharma (DIN: 03344008) aged about 51 years is a Commerce Graduate from University of Delhi. He has an enriched
experience of more than two decades in trading & retail business.

He has significant expertise in preparing business plans and business evaluation. His business interests are in the areas of real estate,
retail & infrastructure, software & stock broking companies marketing and administration, real estate business & financial services. Mr.
Ajay Sharma holds directorship and membership of the Committees of the Board of Directors of the under stated public companies:

S.No.	Name of the Company	Designation	Chairmanship/Membership of the Committees
1	Interworld Digital Limited	Independent Director	Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders Relationship Committee- Chairman Risk Management Committee- Chairman Investigation Committee - Member
2	B. P. Capital Limited	Independent Director	Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders Relationship Committee- Chairman
3	E-Visesh.Com Limited	Director	NIL

Mr. Ajay Sharma holds 10 equity shares of the Company.

Mr. Ajay Sharma does not have any relationship with any of the existing directors and Key Managerial Personnel.

Details of listed companies in which Mr. Ajay Sharma resigned in the past three years - NIL

Further, Mr. Manoj Kumar Jain, (DIN: 01887411), Independent Director of the Company, has tendered his resignation from the
position of the Independent Director of the Company with effect from 04^th July, 2023 due to personal reasons and business
commitments. Further, Mr.Manoj Kumar Jain vide its letter dated 04^th July, 2023 has confirmed that there is no material reason other
than those provided in the resignation letter tendered by him.

Names of listed entities in which the Mr. Manoj Kumar Jain holds directorships, indicating the category of directorship and
membership of board committees as on the date of his resignation are as follows:

S.No.	Name of the Company	Designation	Chairmanship/Membership of the Committees
1	North Eastern Carrying Corporation Limited	Independent Director	Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders Relationship Committee- Chairman
2	NECC Logistics Limited	Independent Director	Audit Committee- Member Nomination and Remuneration Committee- Member Stakeholders Relationship Committee- Member
3	Karma Vastu Research Hub Private Limited	Director	NIL

Details of Listed companies in which Mr Manoj Kumar Jain resigned during the past Three years:- MPS Infotecnics Limited

B. Declaration by Independent Directors:

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations, as
amended. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct.

They have further confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.
Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director''s
name in the data bank of the Indian Institute of Corporate Affairs (''IICA'') for a period of one year or five years or life time till they
continue to hold the office of an independent director.

In the opinion of the Board, all the Independent Directors have integrity, expertise and experience.

C. Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation
comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent
Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company.

19. Number of meetings of the Board of Directors:

Seven meetings of the Board of Directors were held during the year on 29^th May, 2023, 13^th July, 2023, 12^th August, 2023, 29^thAugust, 2023, 09^th November, 2023, 13^th February, 2024 and 30^thMarch, 2024.

A separate meeting of the Independent Directors was held on 26.03.2024.

20. Committees of the Board:

During the year under review, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has the following Committees:

* Audit Committee

* Stakeholders'' Relationship Committee

* Nomination and Remuneration Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the
Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the
Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board
of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that
the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being
evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors
pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities
and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured
questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis
of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is
set out in the Performance Evaluation Policy (as per Annexure -3) formulated by the Nomination and Remuneration Committee
and approved by the Board to evaluate the performance of the Board and its Committees.

In a separate meeting of Independent Directors held on 26.03.2024, performance of non-Independent Directors, performance of
the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors,
at which the performance of the Board, its committees and individual directors was also discussed.

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

Performance evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have been suggested
to improve and strengthen the effectiveness of the Board and its Committees.

22. Policy on Directors'' Appointment and Remuneration:

Your Company has a policy to have an appropriate mix of Executive, Non-Executive and Independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board
consisted of 4 members and out of which 1 (One) is an Executive Director, 2areNon-Executive Independent Directors including 1
Woman Director and 1is a Non-Executive Director liable to retire by rotation.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive
attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board, is attached as Annexure-4 to the Board Report. Further no remuneration, at present, is being paid
to any of the Directors of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify
access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism:

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the
appropriate authorities concerns about the unethical behaviour actual or suspected, fraud or violation of the Company''s code of
conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct
access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can
be accessed at the website of the Company under the Investment Information head at the link

http://mpspharmaa.com/reports/policy/whistle blower.pdfNone of the personnel has been denied access to the Audit
Committee.

25. Particulars of loans, guarantees or investments under Section 186:

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and
maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have
been provided in the notes to the Financial Statements of the Company

26. Contracts and arrangements with related parties:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website
http://mpspharmaa.com/reports/policy/related party.pdf. Pursuant to Section 134 (3)(h) of the Companies Act, 2013 and Rules
made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013
are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-5". The details of the transactions with
related parties are provided in Notes to Financial Statements.

27. Corporate Governance:

Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying
with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the
Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this Report.

28. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge
and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards
had been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial
year i.e. on 31^st March, 2024 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts 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 operating efficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102 Lacs or more or
employed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed herewith as Annexure - 6.

During the year under review, none of the Directors of the Company has received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on 29/03/2024 that the
remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed
M/s Sanghi & Co. as Internal Auditor for the financial year 2023-24.

Internal Financial Control and Their Adequacy

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the
transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored
and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness
of internal control systems from time to time

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules
thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act,
2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under
review.

32. Change in Name of the Company

Your Directors are pleased to inform you that your company has obtained the approval of the Registrar of Companies, NCT of
Delhi & Haryana for change in its name from ''ADVIK LABORATORIES LIMITED'' to ''MPS PHARMAA LIMITED''. The name of the
company has been changed to ''MPS PHARMAA LIMITED'' with effect from December 13, 2022. The management of the company
is taking the necessary steps to change the name of the company in the records of the Stock Exchanges where the shares of the
company are listed.

33. Reporting of Frauds by Auditors''

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act,
2013, details of which need to be mentioned in this Report.

34. Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on ''Meeting of the Board of Directors''
and Secretarial Standard-2 (SS-2) on ''General Meeting'' and both the Secretarial Standards have been approved by the Central
Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for the
Company to observe the Secretarial Standards with respect to the Board Meeting and General Meeting.

The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and
conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.

35. Human Resources:

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee
lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are
motivated through various skill development programs. We create effective dialogue through our communication channels to
ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including
leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.

36. Segment-wise performance:

The Company is into single reportable segment only.

37. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for
providing the details relating to material variation is not applicable to the Company for the year under review.

38. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from banks or financial institutions along with the reasons theerof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2023- 24 and
accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

39. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended
March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate report which forms part of the Report.

40. Acknowledgements:

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the
Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere
appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

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

Finally, the Directors thank you for your continued trust and support.

For and on Behalf of the Board of Directors of
MPS Pharmaa Limited
(Formerly Advik Laboratories Limited)

Sd/-

(Peeyush Kumar Aggarwal)

Date 02^nd September, 2024 Chairman

Place: New Delhi DIN : 00090423

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31, 2015 is summarized below

(Amount in Lacs)

Particulars For the year ended

31.03.2015 31.03.2014

Profit before Depreciation & Income Tax (26.53) 164.64

Less: Depreciation 64.90 68.45

Profit after depreciation (91.43) 96.19

Less: Provision for Income Tax: - 18.32

Less/ Add: Deferred tax Saving/Liability (23.92) 31.50

Profit After Taxation (67.51) 46.37

Add: Profit brought Forward 234.86 188.49

Less: Adjustment on account of Depreciation 61.20 --

Balance Carried over to Balance Sheet 106.15 234.86

2. Dividend

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

4. Year under Review & Future Outlook

During the year under review, the export order could not be obtained by the Company in view of no demand from existing foreign buyer. The Company expects to get overseas order soon.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. 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

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

7. 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:

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year Rs Nil

(b) remained unpaid or unclaimed as at the end of the year Rs Nil

(c) whether there has been any default in repayment of No deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year Rs Nil

(ii) maximum during the year Rs Nil

(iii) at the end of the year Rs Nil

12. Auditors:

In accordance with the provisions of Section 139(1) of the Companies Act, 2013, the members had at the last Annual General Meeting held on 30th September, 2014 appointed M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), for four consecutive financial years, i.e. from the conclusion of the 20th AGM till the conclusion of the 24th AGM of the shareholders of the Company. Section 139(1) further provides that the appointment of statutory auditors shall be placed before the members at every AGM for ratification.

They have confirmed that their appointment, if ratified, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement.

Accordingly, a resolution seeking members' ratification for the continued appointment of M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company is included at Item No. 3 of the Notice convening the AGM.

The Board recommends the aforesaid resolution for approval of members

COST AUDIT

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria as prescribed by Central Government, cost audit is not required on our company for the year 2015-2016 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

13. Auditors' Report:

The company always strives to present an unqualified Financial Statement. However there are some observations on Auditors' in Auditors' Report at point no. 7(a) & 9 for non-payment of undisputed statutory dues & bank dues. In this regard, board would like to clarify that this is a temporary phenomenon as due to some financial constraints company could not make the payment & the same will be repaid very soon.

14. Share Capital :

A Issue of equity shares with During the year, company has not differential rights: issued any equity shares with differential rights.

B Issue of sweat equity shares During the year, company has not issue any Sweat equity shares.

C Issue of employee stock options During the year, company has not issued employee stock options.

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

E Bonus Shares No bonus shares were issued during the year under review.

F Conversion of Warrants During the year under review, there was no increase in the paid up share capital of the Company. However, on 15/05/2015, the Board of Directors of your Company has converted 40,82,650 share warrants into equitable number of equity shares issued earlier to promoters and non-promoters on 21/11/2013. Hence, the paid up capital of the Company stands increased from Rs. 15,02,87,500/-, i.e, 1,50,28,750 equity shares of Rs. 10/- each to Rs. 19,11,14,000/- ,

i.e,1,91,11,400 equity shares of Rs. 10/- each.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT-9 is annexed herewith at Annexure A.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvement. In terms of requirements of Section 134 (3) (a) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-B

17. Corporate Social Responsibility (CSR) :

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel Appointment and Cessation

During the year under review, Ms. Madhu Sharma was appointed as a Director in the category of Non-Executive, Woman Director of the Company with effect from 30th September, 2014 in terms of relevant provisions of the Companies Act, 2013 at the Annual General Meeting held on 30th September, 2014.

Further, during the year under review, Mr. Sachin Garg was duly appointed as the Managing Director of the Company w.e.f. 30/09/2014 in the annual general meeting held on 30/09/2014 for a period of five years.

Further, in the Board Meeting held on 02/09/2014 Mr. Manoj Kumar Bhatia was appointed as the Chief Financial Officer of the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Sachin Garg, Managing Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of more than 7 years. He has significant expertise in Corporate Laws, Audit, Finance & Taxation, Capital Markets, Project Management etc. He has always demonstrated a certain dynamism and foresight seen in the most pragmatic of professional.

Mr. Sachin Garg does not hold any shares in the Company. Detail of his Directorship in other companies is as follows:-

Sl. Directorships in other Public Companies No.

1 M/s B.P.Capital Limited

2. M/s Onus Plantations & Agro Limited

3. M/s Onshore Shipping Limited

Cessation

Ms. Anjali Kalra, Company Secretary of the Company has tendered her resignation w.e.f. 08th December, 2014. The Board puts its sincere appreciation towards the valuable contribution shown by her in meeting out the Statutory Compliances of the Company.

Further, during the year under review Ms. Vaishali Anand was appointed as the Company Secretary of the Company, w.e.f. 08th December, 2014. However, due to some personal reasons she also resigned from the Company w.e.f. 10th April, 2015.

A. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(M)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

B Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors:

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board:

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

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

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

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

22. Policy on Directors' Appointment And Remuneration:

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 6 members and only 1 (One) is an Executive Director, 3 are Independent Directors and 2 are non-Independent Directors including 1 woman Non-Executive Director and 1 Non Executive Promoter Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - C to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.advikindia.com/investor.html

23. Particulars of loans, guarantees or investments under Section 186:

Particulars and details of loan given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties:

During the year under review, no contracts/arrangements/transactions, has been entered by the company with related parties.

However, as a matter of Company's policy, all contracts/arrangements/transactions, if any, which will be entered by the company with related parties would be in the ordinary course of business and on an arm's length basis and details and prescribed particulars of all such transactions (if any), will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report:

In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to & forms part of this Report as Annexure -D.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

28. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts 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 operating efficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - E.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Human Resources:

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

33. Segment-wise performance

The Company is into single reportable segment only.

34. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

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

Finally, the Directors thank you for your continued trust and support.

For and on behalf of Board

Sd/-

(Peeyush Kumar Aggarwal) Date: 03rd September, 2015 Chairman Place: New Delhi DIN : 00090423

Mar 31, 2014

The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 20th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2014, and Auditors Report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2013-14 2012-13

Gross Sales 2966.30 3385.76

Other Income 61.42 27.02

Gross profit/ (Loss) before interest & dep 280.61 288.71

Interest 115.97 129.31

Depreciation 68.45 57.67

Net Profit/(Loss) for the year 96.19 101.73

YEAR UNDER REVIEW

During the year, although our turnover has been less than the previous year, but we have doubled our export order as compared to last year with the help of our quality & timely supply to the foreign buyers. However due to tough competition and low margins, we could not enhance our domestic turnover. Hence for achieving the higher profitability, company is focusing on overseas, mainly African countries markets, where our credibility & reliability has already been established.

Also the company is making endeavor to establish products in the European and North American markets. Further, the company had planned earlier to enter the domestic market. However tight control by regulatory authorities over price of very large number of formulations, deferred its plans. As such the company is trying to expand in export mainly

2. MATERIAL CHANGES

There is no material Changes in the company during the last financial year 2013-2014 affecting the financial position of the company between and end of the Financial Year 2013- 14.

3. SHARE CAPITAL OF THE COMPANY

Pursuant to the provisions of Section 81 (1A) and all other applicable provisions of the Companies Act, 1956, and the as per the provisions of Chapter VII of the Securities Exchange Board of India( Issue of Capital and Disclosure Requirements) Regulations, 2009, [SEBI (ICDR) Regulations, 2009] the preferential Issue was passed by the Shareholders of the Company through Special Resolution in the last Annual General Meeting held on 27th September, 2013 to the following Promoter and Non-Promoter Group:

Promoters/Non- No. of Equity Shares No. of Promoters Group Warrants

Promoters Group 22,57,650 22,42,350

Non-Promoters Group 34,17,700 18,40,300

The Preferential issue has been successfully done and the shares have also been listed on the Bombay Stock Exchange. However, trading approval of the above mentioned equity shares are still pending from Bombay Stock Exchange.

Further, in accordance with the above said Preferential Issue, the Company has increased its Authorized Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Crores Only ) to Rs. 20,00,00,000/- (Rupees Twenty Crores Only). Accordingly the Company has altered its Memorandum of Association of the Company to take effect of the aforesaid increase in the Authorised Share Capital of the company in the Memorandum of Association of the Company.

Further, in accordance with the above said Preferential Issue, the Company has allotted 56,75,350 equity shares to the Promoters and Non-Promoter Group & accordingly the paid up share capital of the company was increase from Rs. 9,35,34,000/- to 15,0287,500/- to during the year under review.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

During the year under review, Mr. Varun Aggarwal and Mr. Atul Aggarwal were appointed on the Board on 18th May, 2013. After that, on 26th June, 2013, Mr. Rakesh Kumar Gupta was appointed and Mr. Kishan Kumar put his resignation before the Board. On 31st July, 2013, 2 Directors were included in the Board, name, Mr. Peeyush Kumar Aggarwal and Mr. Sachin Garg. Mr. Varun Aggarwal, Mr. Atul Aggarwal and Mr. Rakesh Kumar Gupta were resigned on 7th August, 2013 and Mr. Kamal Kishore Sharma was appointed on 12th August, 2013.

Mr. F.M. Banthiya and Mr. A.P. Jain, Independent Directors of the Company had resigned from the Board with effect from 28th November, 2013 and your Board had appointed, Mr. Brahm Dutt Sharma and Mr. Manoj Kumar Jain as Additional Independent Directors of the Company with effect from 26th December, 2013

Mr. V.K. Jain, Managing Director of the company has also resigned from the Post of Managing Director and as well as Director of the Company with effect from 1st February, 2014.

Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non- Executive, Independent Director of the Company with effect from 26th December, 2013. As per Section 161(1) of the Companies Act, 2013, Mr. Brahm Dutt Sharma will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Brahm Dutt Sharma as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

Mr. Manoj Kumar Jain, was appointed as an Additional Director in the category of Non- Executive, Independent Director of the Company with effect from 26th December, 2013. As per Section 161(1) of the Companies Act, 2013, Mr. Manoj Kumar Jain will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Manoj Kumar Jain as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

In order to meet the requirements of Section 203 of the Companies Act, 2013, the Board of Directors of the Company has also proposed to appoint Mr. Sachin Garg as a Managing Director of the Company for a period of five years whose term of office is liable to determination by retire of Directors by rotation. Appropriate resolution seeking your approval for the above appointment of Mr. Sachin Garg as a Managing Director of the Company, liable to retire by rotation, forms part of the notice calling the AGM.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014 and Rules framed thereunder, every listed public company is required to have atleast one Woman Director. The Board has recommended the appointment of Ms. Madhu Sharma as an Independent Woman Director for a term of five years from the date of her appointment.

Mr. Sachin Garg, Director of the Company, retires by Rotation at the ensuing Annual General Meeting of your Company and being eligible, has offered himself for re- appointment. Your Board has recommended his re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Kamal Kishore Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for a consecutive 5 years from the date of this AGM.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forming part of this Annual Report.

6. AUDITORS

M/s RMA & Associates, Chartered Accountants, the existing Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Further, as per the provisions of the Section 139 of Companies Act, 2013, the Statutory Auditor of the Company can be appointed for a term of five consecutive years subject to the ratification of their term at every Annual General Meeting. As RMA & Associates has also been appointed as the Statutory Auditors in the 19th Annual General Meeting, so now they will be appointed for a term of next four years. A certificate as per the provisions of Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re- appointment.

Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor.

M/s H A M & Associates, Cost Accountant has been appointed as the Cost Auditor of the company to conduct cost audit of the cost accounts maintained by the company for the financial year 2014-15.

The remuneration of the cost auditor for the financial year 2014-15 is subject to ratification by the shareholders. Accordingly a relevant Resolution in item no. 9 to the notice has been included in the notice of the ensuing Annual General Meeting.

7. AUDIT COMMITTEE

As on 31st March, 2014, the Audit Committee of the company was comprised of three Non Executive Directors namely, Mr. Kamal Kishore Sharma, Mr. Brahm Dutt Sharma and Mr. Sachin Garg. Mr. Kamal Kishore Sharma, a Non Executive Independent Director, is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 177 of the Companies Act, 2013 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit Committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 177 of the Companies Act, 2013 and the Clause-49 of the Listing Agreement on Corporate Governance.

8. BOARD''S COMMENT ON AUDITOR''S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor''s Report as to financial statements of the company for the financial year 2013-14.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation

relating to material departures. .

II. 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 as at 31st March, 2014 and of the profit of the Company for the year under review.

III. 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

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2014 on a ''going concern basis''.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Auditor''s Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements. In terms of requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for the Financial Year 2014-15 to the Bombay Stock Exchange Limited.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relations in the company were peaceful, harmonies & cordial.

17. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

By order of the Board of Directors For Advik Laboratories Limited

Sd/- Place: New Delhi (Peeyush Kumar Aggarwal) Dated: 02.09.2014 Chairman DIN-00090423

Mar 31, 2013

To The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 19th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2013, and Auditors Report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2012-13 2011-12

Gross Sales 3385.76 1986.41

Other Income 27.02 18.13

Gross profit/ (Loss) before interest & dep. 288.71 145.73

Interest 129.31 91.08

Depreciation 57.67 53.42

Net profit/ (Loss) for the year 101.73 1.23

2. YEAR UNDER REVIEW

During the year, turnover of the company has increased more than 64% as compared to previous year. We have achieved a record turnover Rs 32.03 Crores which includes export turnover of around 5.00 Crores to African & Russian countries & with this step ahead company has successfully entered in both the valuable markets in terms of Pharmaceutical products. Due to high praise received from our foreign clients for the quality of our products, the company has received the export orders of around 10.00 Crores in the month of Sept. 2013 from our overseas buyers & we expect to get 20-25 Crores orders from these countries in the financial year 2013-14.

Beside this company is making endeavor to establish their products in the European and North American markets also. Further, company was planning to enter in the ethical division during the year 2013-14, but due to Govt. of India policy of fixing the prices of around more than 268 formulations & turning the same from Branded to Generic names, company is now diversifying towards exports more instead of domestic market.

3. MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

There is no change in Board of Director of the Company during the year under review.

After the year under review, your Board had appointed Mr. Varun Aggarwal, Mr. Atul Aggarwal, Mr. Rakesh Kumar Gupta, Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Additional Directors of the Company with effect from May 18, 2013, June 26, 2013, July 31, 2013 and August 12, 2013 respectively.

Mr. Varun Aggarwal and Mr. Atul Aggarwal promoter directors & Mr. Rakesh Kumar Gupta, Independent Director of the Company has resigned from the Board with effect from August 07, 2013.

Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma vacate their office at the ensuing Annual General Meeting and all of the abovementioned Directors have filed their requisite consent to act as a Director of the Company. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Directors of the Company.

Appropriate resolution seeking your approval to the appointment of Mr. Peeyush Kumar Aggarwal, Mr. Sachin Garg and Mr. Kamal Kishore Sharma as Director of the Company is appearing in the Notice convening the Annual General Meeting of the Company.

Mr. A. P. Jain, Director, retires by rotation at the ensuing Annual General Meeting of your Company and being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

6. AUDITORS

M/s VBR & Associates, New Delhi, Chartered Accountants, the existing Auditors of the Company have expressed their inability to continue as the statutory auditors of the Company due to some unavoidable reasons. Hence, the Board of Directors has proposed to appoint M/s. RMA & Associates, Chartered Accountants, as the Statutory Auditors of the company for the financial year 2013-14 to fill the vacancy that has arised due to the resignation of the erstwhile Statutory Auditors of the company to hold the office till the conclusion of the next AGM.

The Board has obtained the certificate from M/s RMA & Associates, Chartered Accountants, that their appointment, if made, will be within the limits specified under Section 224(1B) of the Companies Act, 1956 & they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company''s Pharmaceuticals products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors has appointed M/s Harendra Singh & Company as Cost Auditors of the Company for the financial year 2013-14.

6. AUDIT COMMITTEE

During the year under review the Audit Committee of the company was comprised of three Non Executive Directors namely Mr. F. M. Banthiya, Mr. Kishan Kumar & Mr. A. P. Jain. Mr. F. M. Banthiya, a Non Executive Independent Director, is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit Committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance.

8. BOARD''S COMMENT ON AUDITOR''S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor''s Report as to financial statements of the company for the financial year 2012-13.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

II. 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 as at 31st March, 2013 and of the profit of the Company for the year under review.

III. 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

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2013 on a ''going concern basis''.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Auditor''s Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements. In terms of requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock Exchange Limited and Ahmadabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for the Financial Year 2013-14 to the Bombay Stock exchange Limited. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relations in the company were peaceful, harmonies & cordial.

17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS

On June 20, 2012, the promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have entered into a Share Purchase Agreement ("SPA") with M/s Omkam Pharmaceuticals Private Limited ("Acquirer"), a company incorporated under the Companies Act, 1956 and having its registered office at 702, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi- 110001 for the sale of their entire shareholding constituting 24,84,837 (Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only) fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10 (Rupees Ten) each representing 26.57% of the paid up equity share capital of the Company at a price of Rs. 5/- (Rupees Five Only) per fully paid-up equity shares along with complete change in control to M/s Omkam Pharmaceuticals Private Limited.

Pursuant to the above SPA, the Acquirer has made an Open Offer to the shareholders of the Company. The aforesaid Open Offer process has now been completed and the shares owned by the erstwhile promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. have been transferred to M/s Omkam Pharmaceuticals Private Limited along with the complete control pursuant to the aforesaid Share Purchase Agreement. Hence, at present M/s Omkam Pharmaceuticals Private Limited is the sole promoter of the Company.18.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

On behalf of the Board of Directors

For ADVIK LABORATORIES LTD.

Sd/-

Place: New Delhi (V.K.Jain)

Date: 19th August, 2013 Managing Director

Mar 31, 2012

To The Members of Advik Laboratories Limited,

The Directors have great pleasure in presenting the 18th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2012, and Auditors report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2011-12 2010-11

Gross Sales 1950.89 2210.15

Other Income 53.66 62.97

Gross profit/ (Loss) before interest & dep. 145.73 66.56

Interest 91.08 75.63

Depreciation 53.42 51.54

Net profit/ (Loss) for the year 1.23 (60.61)

2. YEAR UNDER REVIEW

During the year, although the turnover of the company is lesser as compared to previous year, but due to control on various overheads & company's cost efficient programme & inspite of higher rate of interest on term loan & cash credit limit, your company has earned cash profit of Rs. 54.65 lacs. Due to our ultra modern infrastructure & WHO-GMP certification, we have made certain head ways in the field of export to Russian & African Countries, the result of which are expected to come in the following years. Your company is now focusing only on Export markets, as the margin in export is substantially higher as compared to domestic market & less competition, being a WHO-GMP Certified Company.

3. MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.

4. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public or its employees during the year under review. The details of loan and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement with the Company, are furnished separately.

5. DIRECTORS

Mr. F.M.Banthiya is the Director Liable to retire by rotation and being eligible offers himself for re-appointment.

6. AUDIT COMMITTEE

During the year under review the Audit Committee of the company comprised three Non Executive Directors namely Mr. F. M. Banthiya, Kishan Kumar & A.P.Jain. Mr. F.M.Banthiya, Non Executive Independent Director is the Chairman of the Audit Committee. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the clause-49 of the Listing Agreement on Corporate Governance.

7. AUDITORS

M/s VBR & Associates New Delhi Chartered Accountants are the Auditors of the Company and they retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit as specified in Section 224(1B) of the Companies Act, 1956 & that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the Company's Pharmaceuticals products. Based on the recommendations of the Audit Committee, and subject to the approval of the Central Government, the Board of Directors has appointed M/s Harendra Singh & Company as Cost Auditors of the Company for the financial year 2011-12 & 2012-13.

The due date of filing & Actual date of filing of Cost Audit Report are as under:- Due Date of Filing Cost Audit Report in XBRL Mode: 31st December, 2012 Actual Date of Filling Cost Audit Report in XBRL Mode: Final notification of MCA awaited.

8. BOARD'S COMMENT ON AUDITOR'S REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditor's Report as to financial statements of the company for the year 2011-12.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

II. 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 as at 31st March, 2012 and of the profit of the Company for the year under review.

III. 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

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2012 on a 'going concern basis'.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facility of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the stock Exchanges, a report on Corporate Governance along with Auditor's Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements.

In terms of requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed on the Bombay Stock exchange Limited and Ahmedabad Stock Exchange Limited. Both these Stock Exchanges have nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the country. The Company has paid annual Listing fee for 2012-13 to the Bombay Stock exchange Limited. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relation in the company was peaceful, harmonies & cordial.

17. DIVESTING OF THE SHAREHOLDING BY EXISTING PROMOTERS

On June 20, 2012, the promoters of the Company namely Mr. Varinder Kumar Jain, Mr. J C Ashok, Mr. Ramesh Jain, Mr. Aditya Jain, Ms. Kumud Jain and M/s Advik Finance & Properties Pvt. Ltd. ("Sellers") have entered into a Share Purchase Agreement ("SPA") with Omkam Pharmaceuticals Private Limited ("Acquirer"), a company incorporated under the Companies Act, 1956 and having its registered office at 702, Arunachal Building, 19, Barakhamba Road, Connaught Place, New Delhi- 110001 for the sale of their entire shareholding constituting 24,84,837 (Twenty Four lacs Eighty Four Thousand Eight Hundred Thirty Seven Only) fully paid-up Equity Shares ("Sale Shares") of face value of Rs.10 (Rupees Ten) each representing 26.57% of the paid up equity share capital of the Company at a price of Rs. 5/- (Rupees Five Only) per fully paid-up equity shares along with complete change in control.

Pursuant to the above SPA, the Acquirer has made an Open Offer to the shareholders of the Company which is in process with SEBI. On the completion of all offer formalities relating to Open Offer, the sale shares will be transferred in the name of the Acquirer along with complete control.

18. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

On behalf of the Board of Directors For ADVIK LABORATORIES LTD.

Sd/- Sd/-

Place: Sohna, Mewat ( V.K.Jain) (A.P.Jain)

Date: 03.09.2012 Managing Director Director

Mar 31, 2010

The Directors have great pleasure in presenting the 16th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2010, and Auditors report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2009-10 2008-09

Gross Sales 1879.14 1200.01

Other Income 81.31 3.52

Gross profit/ (Loss) before interest & dep. 86.93 48.07

Interest 31.54 31.12

Depreciation 40.25 35.80

Net profit/ (Loss) for the year 15.14 (18.85)

2. REVIEW OF OPERATIONS

During the year under review the turnover of your company has gone up by 57% as compared to previous year, due to that company earned the profit of Rs. 15.14 lacs as compared to the previous year loss of Rs. 18.85 lacs. As earlier said, the manufacturing facility of the company was operating fully due to modernization work for the obtaining of WHO-GMP certification, but as on date we have completed our Ground Floor as per the guidelines of WHO-GMP from where we can manufacture Non Beta-lactum medicines & the modernization work is also going on at the first floor, which is our Beta-Lactum section. After completing both the sections, we would be able to get WHO-GMP certificate, which leads to more turnover through exports from the International market & better profitability in the near future.

3. FUTURE OUTLOOK

During the year, your Company has participated to various exhibitions organized in different countries like Vietnam, South Africa etc. & received many export enquires from the overseas buyers, who are very much interested to buy our products, but this will only be possible & beneficial once we get the WHO-GMP certificate, because the profitability is quite high in Export. Company is taking necessary steps to move further in this direction & very much optimistic to succeed, as pharma product of Indian WHO certified manufacturers are accepted worldwide.

4. FIXED DEPOSIT

The company has not accepted any fixed Deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

5. DIRECTORS

a. Mr. Kishan Kumar is the Director liable to retire by rotation and being eligible offers himself for reappointment.

Mr. Kishan Kumar is aged around 35 years and having very rich experience in this field. Mr. Kishan Kumar is Non Executive Independent Director since 29.01.09 and is member of the Audit Committee & Remuneration Committee. He is the member of the Share Transfer Committee as well as member of the Shareholder Grievance Committee of your company.

Being eligible he offers himself for re-appointment in terms of section 256 of the Companies Act 1956. Keeping in mind his rich experience and qualification, your Board of Directors recommends him for re-appointment.

None other than Mr. Kishan Kumar is interested in this resolution.

b. During the period Mr. A.P.Jain who was appointed as Additional Director of the company on 14.05.10 and who shall hold office upto the date of ensuing Annual General Meeting of the Company. He has offered his candidature to be appointed as Director of the Company. Therefore, Board of Directors hereby recommends his appointment as Non Executive Independent Director of the Company.

c. Mr. Sushil Kumar Singh has resigned from the directorship of the Company with effect from 01.04.10. The Board places on record his sincere contribution towards the growth of the Company.

6. AUDIT COMMITTEE

During the year under review the Audit Committee of the company comprised three Non Executive Directors namely Mr. F. M. Banthiya, Sushil Kumar singh & Kishan Kumar. Mr. F.M.Banthiya, Non Eecutive Independent Director is the Chairman of the Audit Committee. However, pursuant to resignation Mr. Sushil Kumar Singh w.e.f. 01.04.10, the Audit Committee has been re-constituted & Mr. A.P.Jain is the member of the Audit Committee w.e.f. 14.05.10. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the clause-49 of the Listing Agreement on Corporate Governance.

7. AUDITORS

M/s VBR & Associates New Delhi Chartered Accountants are the Auditors of the Company and they retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit as specified in Section 224(1B) of the Companies Act, 1956 & that he is not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

8. BOARDS COMMENT ON AUDITORS REPORT

The company always strives to present an unqualified Financial Statement. There is no Audit qualification by Auditors in the Auditors Report as to financial statements of the company for the year 2009-10.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:- I. In the preparation of the annual accounts for financial year ended 31st March, 2010, the

applicable Accounting Standards have been followed along with proper explanation relating to material departures. .

II. 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 as at 31st March, 2010 and of the profit of the Company for the year under review.

III. 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

IV. The Directors had prepared the annual accounts for financial year ended 31st March, 2010 on a Ãgoing concern basis.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company continued to maintain a good safety record. The manufacturing facilities of the company is environment friendly & the company maintains all safety majors.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the stock Exchanges, a report on Corporate Governance along with Auditors Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements.

In terms of requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed at Bombay Stock exchange Limited and Ahmedabad Stock Exchange Limited. Listing fee of BSE has already been paid for the financial year 2009-10. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

During the period under review the industrial relation in the company was peaceful, harmonies & cordial.

17. ACKNOWLEDGEMENTS

The Board of Directors expresses its deep appreciation to all section of its employees in the company for their outstanding contribution to the growth of business during the year. The Board of Directors thanks officials of Central & State Government Authorities, Financial Institutions, Bankers, Suppliers & Customer for their continues support.

On behalf of the Board of Directors

For ADVIK LABORATORIES LTD. Sd/- Sd/-

Place: Sohna, Mewat (V.K.Jain) (Kishan Kumar)

Date: 04.09.2010 Managing Director Director

Mar 31, 2009

The Directors have great pleasure in presenting the 15th Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March 2009, and Auditors report thereon.

1. FINANCIAL RESULTS (Rs. in Lacs)

2008-09 2007-08

Gross Sales 1200.01 1053.37

Other Income 3.52 12.29

Gross profit/ (Loss) before interest & dep. 48.07 23.17

Interest 31.12 21.33

Depreciation 35.80 34.89

Net profit/ (Loss) for the year (18.85) (33.05)

2. REVIEW OF OPERATIONS

During the year under review the sales of your company has gone up by 14% but the profitability has not gone up. For most of the times, during the year under review the manufacturing facilities of the company was not operational due to on going work of modernization in the plant to meet the requirement of WHO-GMP which is mandatory with the reason that new guidelines for WHO-GMP certification has come into force, hence to obtain WHO-GMP Certification, we have to adhere all the norms of latest guidelines in force. This requirement & improvement in pharmaceuticals is needed with the view to export our products to the overseas buyers. Due to stringent norms of WHO-GMP compatibility, more & more companies are entering into the domestic tender business of pharmaceuticals, where only GMP is required. This is affecting more & more competition in the Govt. business. Hence, our company is putting all its eyes to tap the overseas market & trying to get some foreign pharma companies on the international level, who may manufacture medicine from our company in the coming days on job work/export basis. This will give us better yield of profitability as compared to previous supplies to the various Govt. Institutions, which is giving us marginal margins & more expenses.

3. FUTURE OUTLOOK

CompanyÃs representing to various countries for the Registration of its products in the overseas. Company is planning to file around 20 products for registration to the Republic of Botswana from where we are expecting good profitable business both domestically as well as CMS(Central Medical Store supplies), of that country. In this respect a survey has already been made with the Ministry of health of Botswana & the Drug Regulatory Unit (DRU), where the samples have already been submitted. Our next eye is on Vietnam, where the Indian medicines are being exported to the tune of around 500 million dollars, we are just waiting for WHO-GMP approval & its renewal. This may give a fourfold profit to the company & we shall be able come out from the losses to the profitability in the near future.

4. FIXED DEPOSIT

The company has not accepted any fixed Deposits within the meaning of Section 58 A of the Companies Act, 1956 and the rules made there under.

5. DIRECTORS

a.) During the period, Mr. Sushil Kumar Singh who was appointed as Additional Director of the company on 30.01.09 and who shall hold office upto the date of ensuing Annual General Meeting of the Company. He has offered his candidature to be appointed as Director of the Company. Therefore, Board of Directors recommends his appointment as Director of the company.

b.) During the period, Mr. Kishan Kumar who was appointed as Additional Director of the company on 30.01.09 and who shall hold office upto the date of ensuing Annual General Meeting of the Company. He has offered his candidature to be appointed as Director of the Company. Therefore, Board of Directors recommends his appointment as Director of the company.

c) Mr. F.M.Banthiya is the Director liable to retire by rotation and being eligible offers himself for reappointment.

Mr. F.M.Banthiya is aged around 74 years and having very rich experience in this field. Mr. F.M.Banthiya is Non Executive Independent Director and designated as the Chairman of Audit Committee & Remuneration Committee. He is the member of the Share Transfer Committee as well as member of the Shareholder Grievance Committee of your company.

Being eligible he offers himself for re-appointment in terms of section 256 of the Companies Act 1956. Keeping in mind his rich experience and qualification, your Board of Directors recommends him for re-appointment.

None other than Mr. F.M.Banthiya is interested in this resolution.

c.) During the period, Mr. Ashwani Talwar and Mr. Aditya Jain have resigned from the directorship of the Company with effect from 30.01.09 respectively. The Board places on record their sincere contribution towards the growth of the Company.

6. AUDIT COMMITTEE

The company has an audit committee comprises of three Non-Executive directors which are Mr. F. M. Banthiya being an Independent Director is the Chairman of the Committee and Mr. Sushil Kumar Singh and Mr. Kishan Kumar are the members of the Audit committee. The Committee works as per the requirement of Section 292 A of the Companies Act, 1956 and the Clause-49 of the Listing Agreement on Corporate Governance. The Audit committee meets at periodic intervals to transact the business as per the terms of reference made to it in the light of requirements of Section 292 A of the Companies Act, 1956 and the clause-49 of the Listing Agreement on Corporate Governance.

7. AUDITORS

M/s VBR & Associates New Delhi Chartered Accountants are the Auditors of the Company and they retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit as specified in Section 224(1B) of the Companies Act, 1956.

8. BOARDÃS COMMENT ON AUDITORÃS REPORT

The company always strives to present an unqualified Financial Statement. However there is an Audit qualification by Auditors in the AuditorÃs Report as to financial statements of the company for the year 2008-09 as to non compliance of AS-15. The Board has taken note of the same and it will ensure that adequate remedial measures are taken and will further ensure the proper compliance of AS-15 in future.

9. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors confirms having: -

I. Followed the applicable accounting standards with proper explanation relating to material departures in the preparations of the Annual Accounts.

II. Selected and applied such accounting Policy consistently and made judgments and estimates that were reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company as at the end of financial year 2008-09 and of the profit or loss of your company for that period.

III. 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

IV. Prepared the accounts for the financial year ended 31st March 2009 on a Ãgoing concern basisÃ.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing agreement are annexed hereto, forming integral part of this report.

11. SAFETY & ENVIORNMENT

The company is taking each and every step to maintain good safety measures and arranged for all the equipments and conditions, which are inevitable to keep the environment suited to the health of the employees of our Company. The company has adequate insurance cover on its assets to recover the loss caused due to any unfortunate happening.

12. PARTICULARS OF EMPLOYEES

In terms of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, None of the employee is receiving remuneration above the limit therefore no particulars is required to be given.

13. REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause-49 of the Listing Agreement with the stock Exchanges, a report on Corporate Governance along with AuditorÃs Certificate on its compliance report is annexed hereto (Annexure-B) forming integral part of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvements.

In terms of requirement of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required information relating to, conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-A.

15. LISTING

The Shares of your company continued to be listed at Bombay Stock exchange Limited and Ahmedabad Stock Exchange Limited. Listing fee of BSE has already been paid for the financial year 2008-09. Further Annual custodial fee has also been paid to CDSL.

16. INDUSTRIAL RELATIONS

The industrial relations in the company remained cordial and peaceful. Your Company is fully co- operating with other Companies and in turn getting their cooperation.

17. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

On behalf of the Board of Directors For ADVIK LABORATORIES LTD.

Sd/- Sd/-

Place: Sohna, Mewat V.K.Jain Kishan Kumar

Date: 03.09.2009 Managing Director Director

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