Directors Report of Novelix Pharmaceuticals Ltd.

Mar 31, 2025

We have pleasure in presenting the 31^st Directorsâ Report on the business and
operations of the Company together with the audited Financial Statements for the
year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHT S:

The performance of the Company during the year has been as under:

Particulars	2024-25	2023-24
Revenue from Operations	307,184.85	42,237.91
Other Income (Including Exceptional	159.58	3,073.92
Items)
Total Expenses	306,110.99	45,099.26
Profit Before Tax	1,233.43	212.57
Less: Provision for Taxation	388.23	108.45
Profit / (Loss) After Tax	845.20	104.12
Other Comprehensive Income	0.00	1,492.45
Total Comprehensive Income	845.20	1596.58
Earning per Equity Share
Basic	0.09	0.01
Diluted (in Rs.)	0.09	0.01

2. REVIEW OF OPERATIONS:

The financial year 2024-25 was a year of satisfactory performance by the Company
as the first year in venturing into Life Science Research and pharmaceutical bulk
and Intermediates business. During the Year under the review, the Company has
recorded an Income of Rs. 307,344.43 thousand and profit/Loss of Rs. 845.20

thousand as against the Income of Rs. 45,311.83 thousand 1,492.45 thousand other
comprehensive income and profit/loss of Rs.1,596.58 thousand in the previous
financial year ending 31.03.2024.

The Novelix Pharmaceuticals Limited (Formerly Known as Trimurthi Limited)
have done considerable progress in the company in terms of Business,
Investments, Net worth and market capitalization. The company''s focuses totally
on to Pharmaceutical Research and production / trading of Pharmaceutical Bulk
Drugs (Active Pharma Ingredients) and Key Starting Materials / Intermediates.

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

3. DIVIDEND:

The Board of Directors not recommend any Dividend for the F.Y 2024-25 and
decides use the surplus in the P&L account for increased working capital needs.

4. UNCLAIMED DIVIDEND

Section 124 of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(the Rules) provides that the dividend that has remained unclaimed or unpaid for
a period of seven years is to be transferred to Investor Education and Protection
Fund (IEPF). Further, the Rules mandate that the shares on which dividend has
not been paid or claimed for seven consecutive years or more shall also be
transferred to the IEPF.

In your company there is no outstanding dividend. During the year under review
and the Company has not transferred any amount to the IEPF account as per the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016.

5. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to general reserves.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review the Company has entered in the business of
Manufacturing / Trading of Pharmaceuticals and Pharmaceutical Intermediates
(Bulk drugs), and in and in Healthcare Research, Analytics & Technology. The
Company has altered the main object clause accordingly and also changed the
name from Trimurthi Limited to Novelix Pharmaceuticals Limited.

7. INFORMATION ABOUT SUBSIDIARY/ ASSOCIATE COMPANY:

During the year under review, the Company does not have any Subsidiaries, Joint
Venture or Associate Companies.

8. DEPOSITS:

Company has not accepted any deposits from the public, during the year under
review.

9. INDIAN ACCOUNTING STANDARDS:

The annexed financial statements for the Financial Year 2024-25 and
corresponding figures for 2023-24 comply in all material aspects with the Indian
Accounting Standards notified under section 133 of the Companies Act, 2013 (the
Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Act as modified from time to time.

10. MATERIAL CHANGES AND COMMITMENTS:

During the year under review the Company has been Acquired by the new
Promotor Srinidhi-Fine Chemicals LLP and others through open offer under the
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. There is change in Management also due to the
change in Promotors of the Company. There is a change in nature of business as
the company has entered in the business of Manufacturing / Trading of
Pharmaceuticals and Pharmaceutical Intermediates (Bulk drugs), and in
Healthcare Research, Analytics & Technology. The Company has altered the main
object clause accordingly and also changed the name from Trimurthi Limited to
Novelix Pharmaceuticals Limited.

11. ANNUAL RETURN

Annual Return as required under Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, is
available on website of the company and can be accessed at
www.novelixpharma.com.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors'' Responsibility Statement it is confirmed that-

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

b. Such accounting policies have been selected and applied consistently and
judgments and estimates have been made 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 2024-25 and of the profit of the company for that period;

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

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

e. That internal financial control were laid down to be followed and that such
internal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating
effectively.

13. SHARE CAPITAL:

The Authorised share Capital of the Company is Rs. 30,00,00,000.00/- Divided into
30,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the
company is Rs. 144,800,000.00/- divided into 1,44,80,000 Shares of Rs. 10 each as
on the date of report.

During the year under review the Company has allotted through preferential
allotment basis 1850000 equity shares and 15,000,000 warrants convertible in equal
number of equity shares upon exercise the option to conversion within eighteen
months. After Closure of the financial year, the company has allotted 45,30,000
equity shares in conversion of equal Number of warrants out of 15,000,000
warrants.

The Company has only one class of Equity Share having a par value of Rs. 10/ -
each holder of share is entitled to one vote per share with same rights.

During the Year 2024-25, the company has not made any issue of equity shares
with differential voting rights, Sweat Equity Shares and employee stock option.

14. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

15. AUDITORS:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
made thereunder, M/s CVS Balachandra Rao & Co., Chartered Accountants (Firm
Registration No. 07507S), were appointed as Statutory Auditors of the Company
for a further term of 4 (Four) years to hold office from the conclusion of 30^thAnnual General Meeting of the Company held on 27^th September, 2024 until the
conclusion of the 34^th Annual General Meeting to be held for the financial year
2027-28.

The Report given by M/s CVS Balachandra Rao & Co., Chartered Accountants
(Firm Registration No. 07507S), Statutory Auditors on the financial statement of
the Company for the year 2024-2025 is part of the Annual Report. There is no
qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed to
the Boards Report.

The Report of the Statutory Auditors on the financial statements including
relevant notes on the accounts for the Financial Year ended 31^st March, 2025 are
self-explanatory and therefore do not call for any further comments.

b. SECRETARIAL AUDITORS

The Board has appointed M/s A. Someswara Rao & Associates, Practicing
Company Secretaries, Hyderabad as Secretarial Auditor pursuant to the
provisions of Section 204 of the Companies Act, 2013 for the financial year 2024Â¬
2025. The Report of the Secretarial Auditor is annexed to the Report as per
"Annexure I".

EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the
Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the
Secretarial Auditor in their Secretarial Audit Report.

Further, pursuant to recent amendments in the Regulation 24A of SEBI LODR
Regulations, the Company is required to appoint a Secretarial Auditor for a term
of five consecutive years.

The Company has received consent from M/s Khushbu Kanwar & Co., a peer
Reviewed Company Secretary firm to act as the Secretarial Auditor of the
Company from the FY 2025-26 to 2029-30, along with the certificate confirming his
eligibility.

The Board of Directors on the recommendation of the Audit Committee Meeting
held on May 27, 2025, subject to the approval of the members, appointed M/s

Khushbu Kanwar & Co., Company Secretaries as the Secretarial Auditor of the
Company for a period of five years from FY 2025-26 to FY 2029-30.

Accordingly, the board recommends to the members appointment of M/s
Khushbu Kanwar & Co., as the Secretarial Auditors of the Company for a term of
five consecutive years. A resolution seeking approval of appointment of secretarial
auditor forms part of the Notice convening the ensuing Annual General Meeting.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the Company for the
year 2024-25.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made
there under, the Board has appointed M/s. PCN & Associates., Chartered
Accountants, as Internal Auditors for the financial year 2024-25.

The Company has appointed M/s. V R P S & Co., Chartered Accountants, as
Internal Auditors for the financial year 2025-26.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND
ANNUAL GENERAL MEETINGS

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

17. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the period under review.

18. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2025 consisted of 5 directors out of
which 4 were independent directors.

All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

a. Composition of Board of Director as on 31^st March 2025 and changes during
the year

The Board of the Company as on March 31, 2025 consists of 5 directors out of
which 4 were independent directors, one is Whole Time Director

Re-Appointment of Directors Retiring by Rotation:

The Independent Directors and Whole-Time Director hold office for a fixed period
of five years from the date of their appointment and are not liable to retire by
rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in
accordance with the provisions of the Companies Act and the Articles of
Association of the Company, Mr. Jivamohan Divakar Valluri (DIN: 09218013) is
liable to retire by rotation and being eligible, offer his candidature for
reappointment as Director.

Changes in Composition of the Board of Directors

During the year under review:

Board in their Board Meeting held on 02.09.2024 has approved the following
appointments and resignations:

S. No.	Name	Designation	Appointment/Resig nation
1.	Ravi Bhangadia	Whole time Director and Chairman	Resignation
2.	Aditya Bhangadia	Managing Director	Resignation
3.	Vani Manda	CFO	Resignation

4.	Natwarlal Ramgopal Modani	Independent Director	Resignation
5.	Sagar Rajendra Karwa	Independent Director	Resignation
6.	Venkateshwarlu Pulluru	Whole time Director	Appointment
7.	Janardhan Das Kabra	Independent Director	Appointment
8.	Mr. Gattu Gnana Prakash	Independent Director	Appointment

Mr. Lakshman Samala (DIN: 10783725) was Appointed as Additional NonÂ¬
Executive Independent Director of the company w.e.f. 12/02/2025. (Appointed as
Non-Executive Independent Director for five years at EGM 09 ^th May, 2025.)

b. Changes in Composition of the Board of Directors after the end of Financial
Year:

Mr. Gattu Gnana Prakash (DIN: 00517921) resigned from the designation
of Non-Executive Independent Director of the company w.e.f. 12/04/2025.

Mr. Jivamohan Divakar Valluri was appointed as Additional Non-Executive NonÂ¬
Independent Director of the company w.e.f. 12/04/2025 and regularize as NonÂ¬
Executive Non-Independent Director at EGM held on 09 ^th May, 2025.

Mr. Gattu Gnana Prakash (DIN: 00517921) was appointed as Additional NonÂ¬
Executive Non-Independent Director and Ms. Mayuri Baidya (DIN: 11242323) was
appointed as Additional Non-Executive Independent Director of the Company as
on 14^th August, 2025.

Key Managerial Personnel Changes in the composition of Key Managerial
Personnel (other than Board of Directors):

Ms. Vani Manda Resigned from the designation of Chief Financial officer of the
Company w.e.f. 02/09/2024.

Ms. Bhoomika Choudhary was appointed as Chief Financial officer of the
Company w.e.f. 12/02/2025.

19. COMMITTEE DETAILS
Audit Committee

The Audit Committee comprises of Directors namely Mr. Janardhan Das Kabra
(Independent Director and Chairman), Ms. Monam Kapoor (Independent
Director) and Mr. Jivamohan Divakar Valluri (Non-Executive Non-Independent
Director) as other Members.

All the recommendations made by the Audit Committee were accepted by the
Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Directors namely Mr.
Janardhan Das Kabra (Independent Director and Chairman), Ms. Monam Kapoor
(Independent Director) and Mr. Jivamohan Divakar Valluri (Non-Executive NonÂ¬
Independent Director) as other Members.

All the recommendations made by the Nomination and Remuneration Committee
were accepted by the Board.

Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee comprises of Directors namely Mr.
Jivamohan Divakar Valluri (Non-Executive Non-Independent Director and
Chairman) Ms. Monam Kapoor (Independent Director) and Mr. Janardhan Das
Kabra (Independent Director) as other Members.

All the recommendations made by the Stakeholders'' Relationship Committee were
accepted by the Board.

20. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower
Policy in terms of the Listing Regulations with the Stock Exchange. It aims to
provide an avenue for employees through this policy to raise their concerns on
any violation of legal or regulatory requirements, suspicious fraud, misfeasance
misrepresentation of any Financial Statements and Reports.

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

The details of conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:

a. Conservation of energy:

The operations of the Company involve low energy consumption. The Company
has ensured that adequate measures are being taken to conserve energy.

b. Technology Absorption:

The particulars regarding Technology absorption are: NIL

c. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2025	As on 31.03.2024
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign	Nil	Nil
exchange (Travelling)

22. MEETINGS

During the financial year 2024-25, following meetings were convened:
? Board Meetings

S. No.	Date of Board Meeting	Board''s Strength	No. of Directors Present
1.	28/05/2024	5	5
2.	11/06/2024	5	5

3.	25/06/2024	5	5
4.	08/08/2024	5	5
5.	02/09/2024	5	5
6.	21/10/2024	4	4
7.	13/11/2024	4	4
8.	12/02/2025	4	4

? Audit Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of Members Present
1.	28/05/2024	3	3
2.	08/08/2024	3	3
3.	02/09/2024	3	3
4.	13/11/2024	3	3
5.	12/02/2025	3	3

? Nomination & Remuneration Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	16/05/2024	3	3
2.	23/08/2024	3	3
3.	05/02/2025	3	3

? Independent Director''s Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	12/02/2025	3	3

? Stakeholder Relationship''s Committee Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	02/09/2024	3	3

2. 12/02/2025 3 3

? Members Meeting

S. No.

Type of Meeting

Date of
Meeting

Total No. of
Members Entitle to
Attend

Number of

Members

Attended

Annual General
Meeting

27-09-2024

2538

Extra Ordinary
General Meeting

18-11-2024

2519

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

The Company has formulated a Board Evaluation template for performance
evaluation of the Independent Directors, the Board, its Committees and other
individual Directors which includes criteria for performance evaluation of the
Non-Executive Directors and Executive Directors.

The formal Board evaluation as mandated under the Companies Act and Listing
Regulations has been carried out during the year.

24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial
Institution.

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

The Company has in place an appropriate Policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with the provisions of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, to prevent sexual harassment of its employees.

During the year under review,

(a) Number of complaints of sexual harassment received: NIL

(b) Number of complaints disposed: NA

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Company is not falling under the class of
companies as prescribed under Section 135 of Companies Act, 2013 and Rules
made there under, therefore the provisions related to Corporate Social
Responsibility are not applicable on the Company.

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

Particulars of Loan given, Investments made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in standalone financial
statement.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

Related party transactions, if any, pursuant to the SEBI LODR Regulations, were
approved by the Audit Committee from time to time prior to entering into the
transactions. The related party transactions undertaken during financial year 2024Â¬
25 are detailed in the Notes to Accounts of the Financial Statements. The
particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
including certain arm''s length transactions under the proviso thereto have been
disclosed in Form No. AOC -2, as Annexure -II.

29. MANAGERIAL REMUNERATION:

The statement containing particulars in terms of Sectionv197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 forms part of this report and is appended
herewith as Annexure III to the Board''s Report.

30. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION) OF MANAGERIAL PERSON,
RULE, 2014 OF THE COMPANIES ACT, 2013:

None of the employee is in receipt of remuneration in excess of the limits
prescribed under Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 i.e. The company has not employed any
employee for any post that has paid remuneration in excess of Rs. 1,02,00,000/-
per annum or in excess of Rs. 8,50,000/- per month.

31. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee of the Board of Directors is
responsible for recommending the appointment of the Directors and senior
management to the Board of Directors of the Company. The Company has in place
a Nomination and Remuneration Policy containing the criteria for determining
qualifications, positive attributes and independence of a Director and policy
relating to the remuneration for the Directors, Key Managerial Personnel and
senior management personnel of the Company. The committee also postulates the
methodology for effective evaluation of the performance of Individual Directors,
committees of the Board and the Board as a whole which should be carried out by
the Board, committee or by an independent external agency and review its
implementation and compliance. The Nomination and Remuneration Policy is
attached as Annexure IV and is also available on the Company''s website at
www.novelixpharma.com.

32. MATERNITY BENEFIT

During the period under review, The Company has complied with the provisions
relating to the Maternity Benefit Act, 1961.

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of
director and employees of the company which will help in reporting genuine
concerns or grievances of directors and employees.

34. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks
and threats that could impact the organization. Risk Management Policy is
available for inspection at the Registered Office of the Company during business
hours on any working day.

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

The Company has proper place and adequate internal control systems
commensurate with the nature of its business, and size and complexity of its
operations. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations, and all assets and resources are
acquired economically, used efficiently and adequately protected.

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

There were no orders passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

37. OTHER DISCLOSURES AND STATUTORY INFORMATION:
a. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as
required by the SEBI LODR Regulations as well as under the Companies Act,
2013. These policies will be reviewed by the Board at periodic intervals. Some of
the key policies that have been adopted are as follows:

? Code for Disclosure of Unpublished Price Sensitive Information

? Code of Conduct for Insider Trading

? Policy on Related Party Transactions

? Code of Conduct for Directors and Senior Management Personnel

? Whistle Blower Policy

38. HUMAN RESOURCES MANAGEMENT:

We firmly believe that employee motivation, development and
engagement are key aspect of good human resource management. We
provide several forums and communication channels for our employees to
not only share their point of view and feedback related to our business, but
also share feedback self-development and career advancement. These
forums have helped us to identify and implement a number of structural
changes during the year under review.

39. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help,
cooperation and hard work the Company was able to achieve the results.

By order of the Board
For Novelix Pharmaceuticals Limited

Date: 14.08.2025
Place: Hyderabad

Sd/- Sd/-

Venkateshwarlu Pulluru Jivamohan Divakar Valluri

Whole Time Director Director

DIN: 02076871 DIN: 09218013

Mar 31, 2024

We have pleasure in presenting the 30th Directors'' Report on the business and operations
of the Company together with the audited Financial Statements for the year ended 31st
March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

(Rs. in Lakhs)

PARTICULARS	2023-24	2022-23
Revenue from Operations	422.38	140.45
Other Income (Including Exceptional Items)	30.74	51.57
Total Expenses	450.99	197.87
Profit Before Tax	2.13	(5.85)
Less: Provision for Taxation	1.08	(0.14)
Profit / (Loss) After Tax	1.04	(5.99)
Other Comprehensive Income	14.92	1.19
Total Comprehensive Income	15.97	(4.80)
Earning per Equity Share
Basic	0.01	(0.07)
Diluted (in Rs.)	0.01	(0.07)

REVIEW OF OPERATIONS:

During the Year under the review, the Company has recorded an Income of Rs. 422.38
Lakhs and profit/Loss of Rs. 1.04 Lakhs as against the Income of Rs. 192.02 Lakhs and
profit/loss of Rs. (5.99) Lakhs in the previous financial year ending 31.03.2023.

BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

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

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

During the period under review and the date of Board''s Report there was no change in
the nature of Business.

3. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at
March 31st 2024 is Rs. 73.547 Lakhs.

4. DIVIDEND:

Your Directors have decided not to recommend dividend for the year 2023-24.

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

There are no major material changes and commitments affecting the financial position
of the Company after the end of the financial year and up to date of this report (i.e.,
02.09.2024)

6. BOARD MEETINGS:

The Board of Directors duly met Eight (08) times during the financial year from 1st April
2023 to 31st March 2024. The dates on which the meetings were held are 29.04.2023,
09.08.2023, 18.08.2023, 17.10.2023, 24.11.2023, 15.12.2023, 30.01.2024 and
05.03.2024 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

Mr. Arun Kumar Bhangadia, resigned from the position of Managing Director and
Chairman of the Company w.e.f., 09.08.2023

The Board has accepted his resignation and has placed on record its sincere
appreciation for the services rendered by him during his tenure.

Mr. Aditya Bhangadia, has been appointed as Managing Director of the Company
w.e.f., 09.08.2023

Mr. Ravi Bhangadia, has been appointed as Whole time Director and Chairman of the
Company w.e.f., 09.08.2023

Board in their Board Meeting held on 02.09.2024 has approved the following appointments
and resignations

Name	Designation	Appointment/ Resignation
Ravi Bhangadia	Whole time Director and Chairman	Resignation
Aditya Bhangadia	Managing Director	Resignation
Vani Manda	CFO	Resignation
Natwarlal Ramgopal Modani	Independent Director	Resignation
Sagar Rajendra Karwa	Independent Director	Resignation
Arvind Kumar Bhangadia	Non-executive Director	Resignation
Venkateshwarlu Pulluru	Whole time Director	Appointment
Janardhan Das Kabra	Independent Director	Appointment
Gattu Gnana Prakash	Independent Director	Appointment

The Board has accepted their resignations and has placed on record its sincere
appreciation for the services rendered by them during their tenure.

8. REVISION OF FINANCIAL STATEMENTS:

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

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the
Company to the effect that they are meeting the criteria of independence as
provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the
Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have 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 with an objective independent judgment and without any
external influence.

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

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company''s operations and
businesses. Interaction with the Business heads and key executives of the
Company is also facilitated. Detailed presentations on important policies of the
Company is also made to the directors. Direct meetings with the Chairman are
further facilitated to familiarize the incumbent Director about the Company/its
businesses and the group practices.

11. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ
INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to
determine the independence of Directors, in case of their appointment as
independent Directors of the Company.

2. Terms and References:

2.1 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in

accordance with the provisions of Section 178 of the Companies Act, 2013 and reg.

19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 âIndependent Directorâ means a director referred to in sub-section (6) of Section 149
of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1. Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on
annual basis, appropriate skills, knowledge and experience required of the Board as
a whole and its individual members. The objective is to have a board with diverse
background and experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take
into account factors, such as:

â¢ General understanding of the company''s business dynamics, global business and
social perspective;

â¢ Educational and professional background

â¢ Standing in the profession;

â¢ Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

â¢ shall possess a Director Identification Number;

â¢ shall not be disqualified under the Companies Act, 2013;

â¢ shall Endeavour to attend all Board Meeting and wherever he is appointed as a
Committee Member, the Committee Meeting;

â¢ shall abide by the code of Conduct established by the company for Directors and
senior Management personnel;

â¢ shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;

â¢ Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the company''s
business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the
same annually.

The Board shall re-assess determinations of independence when any new interest
or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in
Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and
Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the âCode for Independent Directors âas
specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and
experience to contribute to effective Board performance Accordingly, members
should voluntarily limit their directorships in other listed public limited companies in
such a way that it does not interfere with their role as Director of the company. The
NR Committee shall take into account the nature of, and the time involved in a
Director Service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.

A Director shall not serve as director in more than 20 companies of which not more
than10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies
and not more than 3 listed companies in case he is serving as a whole-time Director
in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more
than5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder''s relationship committee of all public limited companies, whether listed
or not, shall be included and all other companies including private limited
companies, foreign companies and companies under section 8 of the Companies
Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration

committee for recommending to the Board the remuneration of the directors,
keymanagerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 âDirectorâ means a Director appointed to the Board of the company.

2.2 âkey managerial personnelâ means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

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2.3 âNomination and Remuneration Committeeâ means the committee constituted by
Boardin accordance with the provisions of section 178 of the companies Act,2013
and reg. 19 ofSEBI (Listing obligations and Disclosure Requirements) Regulations,
2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)
committee shall review and approve the remuneration payable to the Executive
Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and
approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial
personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
NR committee and Annual performance Bonus will be approved by the committee
based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration
Committee, shall review and approve the remuneration payable to the NonÂ¬
Executive Directors of the Company within the overall limits approved by the
shareholders as per provisions of the Companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of
the Board and the Committees thereof. The Non-Executive Directors shall also be
entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate
grade and shall be based on various factors such as job profile skill sets, seniority,
experience and prevailing remuneration levels for equivalent jobs.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act,
2013 and on the basis of explanation given by the executives of the Company and
subject to disclosures in the Annual Accounts of the Company from time to time, we
state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them
consistently and made judgment 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;

3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

6. That 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.

13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

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

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

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

During the Financial Year under review, the Company does not have any
subsidiaries, joint ventures or associate Companies.

15. ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, an annual return is
disclosed on the website www.trimurthidrugs.com.

16. AUDITORS

a. Statutory Auditors

At the 28th Annual General Meeting held on 19.08.2022, the members of the
Company approved the appointment of M/s. Murali & Co., Chartered Accountants
as Statutory Auditors of the Company for the term of five years from the conclusion
of 28th AGM till the conclusion of the 33rd Annual General Meeting to be held in the
year 2027. M/s. Murali & Co., have resigned with effect from 02.09.2024 due to preÂ¬
occupations.

The Board in its meeting held on 02.09.2024 appointed M/s. CVS Balachandra Rao
& Co., Chartered Accountants, as Statutory Auditors for the period of 5 years in
place of M/s. Murali & Co., Chartered Accountants from the conclusion of ensuing
AGM till the conclusion of Annual General Meeting to be held in the calendar year
2028, subject to the approval of the shareholders in the ensuing Annual General
Meeting.

The Auditors have confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the
year ended March 31, 2024 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to
further strengthen the existing system and procedures to meet all kinds of
challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act,
2013, the Board has appointed M/s. Ankit Singhal & Associates, Practicing
Company Secretaries to undertake Secretarial Audit of the Company for financial
year ending 31.03.2024. The report of the Secretarial Auditor is enclosed herewith
vide ANNEXURE 1 of this Report.

Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is not applicable to the Company for financial
year ending 31.03.2024.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the Company for the
year2023-24.

d. Internal Auditor

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditor''s u/s 143(12).

18. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business
and size of the operations, to effectively provide for safety of its assets, reliability of
financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis.
It has a comprehensive budgetary control system to monitor revenue and
expenditure against approved budget on an ongoing basis.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. RELATED PARTY TRANSACTIONS

Our Company has formulated a policy on related party transactions which is also
available on Company''s website at www.trimurthidrugs.com. This policy deals with
the review and approval of related party transactions.

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

Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as
AnNeXURE 2 which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for
approval. Prior approval of the Audit Committee was obtained for the transactions
which are foreseen and are in repetitive in nature. Members may refer to the notes of
the financial statements which sets out related party disclosures pursuant to IND
AS-24.

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

During the year under review no Company has become its subsidiary, joint venture
or associate Company.

22. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013,
is provided hereunder:

A. Conservation of Energy:

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

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

23. COMMITTEES

(I). AUDIT COMMITTEE

Audit committee: Terms of reference of Audit committee covers all the matters
prescribed under Regulation 18 of the Listing Regulations and Section 177 of the
Act, 2013.

Brief Description of Terms of Reference: - Overview of the Company''s financial
reporting process and disclosure of its financial information to ensure that the
financial statements reflect a true and fair position and that sufficient and credible
information is disclosed.

i. Oversight of the Company''s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit
fee and approval for payment for any other services;

iii. Review and monitor the auditor''s independence and performance, and
effectiveness of audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial
statements before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors'' Responsibility Statement to be
included in the Board''s Report in terms of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(d) Significant adjustments made in the financial statements arising out of audit
findings;

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management and
the statutory auditors;

vii. Examination of the financial statement and the auditors'' report thereon;

viii. Review and monitor statutory auditor''s independence and performance and
effectivenessof audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it is
necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure, coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about their
findings with the management and suggesting corrective actions wherever
necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and related
matters;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct for
Prevention of Insider Trading and supervise its implementation under the overall
supervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Companies Act, 2013 and the rules made there under from time to time.

Review of the following information:

â¢ management discussion and analysis of financial condition and results of
operations;

â¢ statement of significant related party transactions (as defined by the audit
committee),submitted by management;

â¢ management letters / letters of internal control weaknesses issued by the statutory
auditors;

â¢ internal audit reports relating to internal control weaknesses;

â¢ The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee.

â¢ Statement of deviations as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

â¢ Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

â¢ Annual statement of funds utilized for purposes other than those stated in the offer
document /prospectus / notice in terms of Regulation 32(7).

â¢ The Audit Committee of the listed holding company shall also review the financial
statements, in particular, the investments made by the unlisted subsidiary company.

â¢ Carrying out any other function as may be referred to the Committee by the Board.

â¢ Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

During the financial year 2023-24, (7) seven meetings of the Audit Committee were held on

the 29.04.2023, 09.08.2023, 17.10.2023, 24.11.2023, 15.12.2023, 30.01.2024 and

05.03.2024

The details of the composition of the Committee and attendance of the members at the

meetings are given below:

Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mr. Sagar Rajendra Karwa	Chairperson	NED(I)	7	7
Mr. Arun Kumar Bhangadia	Member	ED	2	2
Mr. Natwarlal Ramgopal Modani	Member	NED(I)	7	7
Mr. Aditya Bhangadia	Member	ED	5	5

NED (I): Non-Executive Independent director
ED: Executive director

During the year, all recommendations of Audit Committee were approved by the Board of
Directors.

(II). NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee

(âNRC'') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing
Regulations and its Charter adopted by the Board. The terms of reference of the NRC
includes:

â¢ Recommend to the Board the setup and composition of the Board, including
formulation of the criteria for determining qualifications, positive attributes and
independence of a director.

â¢ Periodical review of composition of the Board with the objective of achieving an
optimum balance of size, skills, independence, knowledge, age, gender and
experience.

â¢ Support the Board in matters related to the setup, review and refresh of the
Committees.

â¢ Devise a policy on Board diversity.

â¢ Recommend to the Board the appointment or reappointment of Directors.

â¢ Recommend to the Board how the Company will vote on resolutions for appointment of
Directors on the Boards of its material subsidiaries.

â¢ Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and
executive team members.

â¢ Carry out the evaluation of every Director''s performance and support the Board and
Independent Directors in the evaluation of the performance of the Board, its
committees and individual Directors, including formulation of criteria for evaluation of
Independent Directors and the Board.

â¢ Oversee the performance review process for the KMP and executive team with the
view that there is an appropriate cascading of goals and targets across the Company.

â¢ Recommend the Remuneration Policy for the Directors, KMP, executive team and
other employees.

â¢ On an annual basis, recommend to the Board the remuneration payable to Directors,
KMP and executive team of the Company.

â¢ Review matters related to remuneration and benefits payable upon retirement and
severance to MD/EDs, KMP and executive team.

â¢ Review matters related to voluntary retirement and early separation schemes for the
Company.

â¢ Provide guidelines for remuneration of Directors on material subsidiaries.

â¢ Recommend to the Board how the Company will vote on resolutions for remuneration
of Directors on the Boards of its material subsidiaries.

Assist the Board in fulfilling its corporate governance responsibilities relating to
remuneration of the Board, KMP and executive team members.

â¢ Oversee familiarization programmes for Directors.

â¢ Review HR and People strategy and its alignment with the business strategy
periodically, or when a change is made to either.

â¢ Review the efficacy of HR practices, including those for leadership development,
rewards and recognition, talent management and succession planning.

Perform other activities related to the charter as requested by the Board from time to time.
During the financial year 2023-24, (1) one meeting of the Nomination & Remuneration

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Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mr. Sagar Rajendra Karwa	Chairperson	NED(I)	1	1
Mr. Natwarlal Ramgopal Modani	Member	NED(I)	1	1
Mr. Arvind Kumar Bhangadia	Member	NED	1	1

NED (I): Non-Executive Independent director
NED: Non-Executive director

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the Listing Regulations and section 178 of the Companies Act, 2013
which inter-alia include:

(i) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

(ii) Proactively communicate and engage with stockholders including engaging with the
institutional shareholders at least once a year along with members of the
Committee/Board/ KMPs, as may be required and identifying actionable points for
implementation.

(iii) Review of measures taken for effective exercise of voting rights by shareholders

(iv) Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

(v) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company.

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship
Committee meeting held on the 05.03.2024.

Name	Designation	Category	No. of Meetings held	No. of meetings attended
Mr. Sagar Rajendra Karwa	Chairperson	NED(I)	1	1
Mr. Natwarlal Ramgopal Modani	Member	NED(I)	1	1
Mr. Arvind Kumar Bhangadia	Member	NED	1	1

NED (I): Non-Executive Independent director
NED: Non-Executive director

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors
and employees to report genuine concerns has been established. It also provides for
necessary safeguards for protection against victimization for whistle blowing in good
faith.

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

25. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY)

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

26. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts)
Rules 2014, during the financial year under review.

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS

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

28. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets
are safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant
to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is appended as Annexure IV and
forms part of this Report.

29. INSURANCE

The properties and assets of your Company are adequately insured.

30. CREDIT & GUARANTEE FACILITIES

The Company has not availed credit and guarantee facilities.

31. RISK MANAGEMENT POLICY

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

32. SHARE CAPITAL

The authorised share capital of the Company as on 31.03.2024 is Rs. 20,00,00,000/-
divided into 2,00,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company as on 31.03.2024 is Rs. 8,10,00,000/-
divided into 81,00,000 equity shares of Rs.10/- each.

The Board at their meeting held on 11.06.2024 has considered and approved the
allotment of 18,50,000 Equity Shares of Rs. 10/- (Rupees Ten only) each at par
amounting to Rs. 1,85,00,000/- to Acquirers cum Promoters & Non-Promoters on
Preferential Allotment basis through Resolution passed on 5th April 2024 by means of
Postal Ballot via Remote e-voting.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR)
Regulation provides an overview of the affairs of the Company, its legal status and
autonomy, business environment, mission & objectives, sectoral and operational
performance, strengths, opportunities, constraints, strategy and risks and concerns,
as well as human resource and internal control systems is appended as ANNEXURE 3
for information of the Members.

35. POLICIES:

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

36. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in
complying with all pollution control measures from time to time strictly as per the
directions of the Government.

We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this
regard.

37. STATUTORY COMPLIANCE:

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been
set up to redress complaints received regarding sexual harassment. No Complaints
were pending at the beginning of the year or received during the year.

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

A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as ANNEXURE 4 (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration
drawn and the name of every employee is annexed to this Annual report as
ANNEXURE 4 (b).

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

40. RATIO OF REMUNERATION TO EACH DIRECTOR

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration of Mr. Ravi Bhangadia, Chairman &
Whole time Director and Mr. Aditya Bhangadia, Managing Director of the Company to
the median remuneration of the employees is 1:1 and 1:1 respectively.

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

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed,
and disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards
of dealing in Company securities. The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading, is available on our
website (www.trimurthidrugs.com).

42. MECHANISM FOR EVALUATION OF THE BOARD:

Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board, Nomination and Remuneration Committee and Independent
Directors with specific focus on the performance and effective functioning of the Board
and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies
Amendment Act, 2017 the Company adopted the recommended criteria by Securities
and Exchange Board of India.

The criteria for performance evaluation covers the areas relevant to the functioning of
the Board and Board Committees such as its composition, oversight and effectiveness,
performance, skills and structure etc.

43. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

44. EVENT BASED DISCLOSURES

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

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

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

Company has shifted its Registered Office from 5-8-354/1106, Office No. 1106, Ratna
Block, Raghav Ratna Towers, Chirag Ali Lane, Hyderabad - 500001 Telangana To
Amrutha Estates, 6th floor, H.no. 3-6-237/610, Lingapur LA Builders, Himayath nagar,
Hyderabad, Telangana-500029 w.e.f., 28.09.2024.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial
or operational creditor or by the company itself under the IBC before the NCLT.

46. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that
the transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the facility of dematerialization
from either of the depositories. The Company has, directly as well as through its RTA,
sent intimation to shareholders who are holding shares in physical form, advising them
to get the shares dematerialized

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

During the year under review, there has been no one-time settlement of loans taken
from banks and financial institutions

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

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

49. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company. Your
directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board
Trimurthi Limited

Sd/-

Venkateshwarlu Pulluru

Place: Hyderabad Whole Time Director

Date: 02.09.2024 (DIN: 02076871)

Mar 31, 2015

The Directors hove pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, ZG15.

FINANCIAL HI6HLE&HTS:

The Financial results for the year ended 31st March, 2015 are summarized as under:

(Rs. in Lakhs)

Consolidated Particulars Standalone

2014-15 2013-14 2014-15 2013-14

634.96 576.90 Income from Operations 145.63 574.23

0.24 1, 65 Other Income 024 1.65

566.80 485.76 TotoJ Expenditure 97,13 465.76 68.40 92.79 Profit/Loss before Interest 48.74 90.11 and Depreciation

0.39 0.65 Interest 039 0.65

40.89 28.53 Depredation 39.57 28.53

27.12 63.61 Prof it/Loss after Interest 8.78 60.94 and Depreciation

Provision for Taxation 16,22 22.29 - Current Tax 10.24 21.46

(3.28) (2.10) - Deferred Tax (3.32) (2.10) 14.18 43.43 Profit after taxation 1.86 41.58

5.67 0.76 Minority Interest - -

8.51 42.67 Prafit after Minority lnterest - -

187.32 145.15 Balance Brought Forward from 182.57 145.15 previous year

195.83 187.32 Balance carried to Balance 184.43 182.57 Sheet

0.11 0.53 Earnings Per share 0.02 0.51

DIVIDENDS:

In the view of requirement for retention of earnings for the business growth, the Board of Directors do not recommend any dividend For the year under review.

STATUTORY AUDITORS:

The Statutory Auditors M/s. (C Venkateswara Rao A Associates, Chartered Accountants retire at the conclusion of the ensuing Annual Senera! Meeting and being eligible, offer themselves for re-appointment. M/s. K. Venkateswara Rao A Associates have informed the Company that, if appointed, their appointment as Auditor's will be pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014. Accordingly, the members' approval is being sought for their appointment as Auditor of the Company,

INTERNAL AUMTORSi

AA/s ftamesh Athasniya A CO, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

COMPANY SECRETARY:

Mrs. Jyothi ftamesh Kankani is the company secretary and compliance officer of the company.

SHARE CAPITAL;

The paid up Equity Share Capital as on March 31, 2015 was fts.fi. 10 crores. During the year under review the company has not issued any shares or any convertible instruments.

BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies far mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia tire.: Regulations, competition. Business risk. Technology obsolescence. Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, feat risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non- production period the Company continues to ensure proper and adequate systems and procedures commensurate with its Size and nature of its business.

VTGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

DEPOSITS FROM PUBLIC:

The company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

DISCLOSURE REQUIREMENTS:

As per clause 49 of the listing agreement entered in to with the stock exchanges, corporate governance report with auditor's certificate thereon and management discussion and analysis are attached, which form part of this report.

Policy with regard to related party Transactions is available on the website of the company.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried" out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination 4 Remuneration and Stakeholder committee. The manner in which the evaluation has been earned out has been explained in Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination A Remuneration committee framed a policy for selection and appointment of directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The policy is also posted an the website of the company.

MEETTNGS:

During the year Five Board Meetings and one independent directors" meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings,

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern bastes;

e) that proper internal) financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 1B8 of the Companies Act, 2013. However, there were material] related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-d-vis the Company.

SLFINLLFLCANTT ANO MATERIAL ORDERS PASSES BY THE REFIULATORS Oft COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern Status of the Company and its future operations.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Secretarial Auditor confirming compliance forms an integral part of this Report.

DISCLOSURE REGARDING INVESTMENTS;

Non-Current Investments, i.e., (Investment in 20,000 Equity Shares of Re.10/- each Kaushalya Global Limited] amounts to Rs. 2,00,000/- as on 31-03-2015.

Loons to Unrelated Parties amounts to Rs. 8,50,17,307 whfch are Unsecured and considered good as on 31-03-2015. The Company has advanced this surplus fund which is providing a regular income to the Company in the form of interest,

SUBSIDIARIES:

Trimurthi Pharmaceuticals India Private Limited:

Based at Hyderabad and incorporated in the year 2012 is a company dealing in business of Trading in Pharmaceutical Products. Our Company is holding 59% shares of the Said Company. Financials of the said company an included in preparing the Consolidated Financials af Your Company,

Trimurthi Foods Limited:

In April 2015 your company has made investment of Rs. 105.30 Lakhs (10,53,000 Equity Shares of Rs.lO/- each) in Equity Shares of Trimurthi Foods Limited (formerly known as An mo. I Packaging Industries Limited), representing 84.24% of the paid-up equity capital of the said company thereby making it a subsidiary of your company,

Trimurthi Foods Limited was incorporated in the Year 2012 and ts proposing to setup the packaged food products unit.

PARTICULARS OF EMPLOYEES:

None of the employees who is employed throughout the year are covered under Section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY A TECHNOLOGY ABSORPTION;

The Company has no activity relating to conservation of energy or technology absorption. Further the company did not have any foreign exchange earnings or outgo during the year. Hence no information pursuant to Section 134 of the Companies Act, 1956 read with (disclosure of particulars in the report of Board of Directors) Rules, 198B is provided.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at The Ahmedabad Stock Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange Limited. The requisite Annual Listing Fees of the Ahmedabad Stack Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange Limited had been paid as on the date of this report.

INSURANCE :

The Company has made necessary arrangements for adequately insuring its insurable interests.

FIXED DEPOSITS:

The Company has not accepted any deposits U/s 73 of the Companies Act, 2013 and as such no amount of principle or interest was outstanding as an the date of Balance Sheet.

CORPORATE SOVERNANCE:

Your Company follows the principles of effective corporate governance and committed to maintain high standard of corporate governance by adhering to the corporate governance requirements set out by SEfll. The Company has complied with all the mandatory provisions of corporate governance as prescribed in the Clause 49 of the listing agreement with the Stock Exchange.

The Company's philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all the spheres of operations, interactions with the shareholders, employees, government and others. And as per clause 49 of the Listing Agreement with the stock exchanges a separate section on Corporate Governance followed by the Company together with the certificate from the Auditors of the Company confirming Compliance }s set out in the A nexus re-forming part of this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form AAGT 9 is annexed herewith as " A nnexure 3".

PARTICULARS OF LOANS. GUARANTIES OR INVESTMENTS:

DetaILs of Loans, Guarantees and investments covered under the provisions of section 186 of the companies Act, 2013 are given in the notes to the Financial Statements.

The information required pursuant to Section 197 read withftulesof The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and directors is furnished hereunder:

S. Nam* Designation Remunerati Remunerati NO on paid on paid Fy,3014-15 Fy,20t3-14

Executive blrectors and fay Managerial Persons

1 Ms. Jyathf Ramesh Company 82,400 - Kankanf secretory

2 Ms.Manda Vani CFQ 2,20.000 -

3 Arvind Bhangadia Managing 1,75,000 4.20,000 Director

Non-Executive Directors

1 Arun Kumar Bhangadin Chairman/ - - Promoter

2 Ramswaroop Agrawol Independent - - Director

3 Devendtr Kumar Rathi Independent - - Director

4 Priyanka Barve Independent - - Director

Name Increase in Ratlo/times remuneration per Median of from previous employee years remuneration

Ms. Jyothi Ramesh *- - Kankani

Ms.Manda Vani *-

Arvind Bhangadia -Nil-#

Arun Kumar Bhangadin - -

Ramswaroop Agrawol - - Devendtr Kumar Rathi - - Priyanka Barve - -

* Appointed during the year.

# Monthly Consolidated Salary of Rs.35,0O0/-.Managing Director has discontinued taking remuneration from Company effective from 01-09-2014,

GREEN IMITATIVE:

Last year, we started a Green Initiative with the aim of being green and minimizing our impact on the environment. This year too we are proposing to send the Annual Report to the registered e-mail addresses of the shareholders.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

ACKNOWLEDGEMENT:

Your Directors peace on record their appreciation for the valuable support extended by various departments viz.. Commercial Tax department. Drug Control Department and Banks far their continued support to the Company's growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidence which they reposed in them.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONAL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareho Jders.

I, Arvind Kumar Bhangadia, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

Place: Hyderabad.

Dated:31-08-2015 ARVIND KUMAR BHANGADIA

Managing Director

(DIN: 00015838)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March, 2014 are summarized as under:

(Rs. in Lakhs) Consolidated Particulars Standalone

2013-14 2012-13 2013-14 2012-13

574.22 516.82 Income from Operations 574.22 516.82

1.65 79.47 Other Income 1.65 79.47

514.94 541.57 Total Expenditure 514.94 541.57

485.76 82.05 Profit/Loss before Interest 485.76 82.05 and Depreciation

0.64 0.70 Interest 0.64 0.70

28.53 26.63 Depreciation 28.53 26.63

60.93 54.72 Profit/Loss after Interest 60.93 54.72 and Depreciation

Provision for Taxation

21.46 19.57 - Current Tax 21.46 19.57

2.10 (2.59) - Deferred Tax 2.10 (2.59)

41.58 37.73 - Profit after taxation 41.58 37.73

Appropriations

Nil Nil - Proposed Dividend Nil Nil

Nil Nil - Provision for Tax Nil Nil on Dividend

41.58 37.73 - Transfer to General Reserve 41.58 37.73

145.14 111.18 Balance Brought Forward from 145.14 111.18 previous year

182.56 145.15 Balance carried to Balance 182.56 145.15 Sheet

0.51 0.55 Earnings Per share 0.51 0.55

DIVIDENDS:

In the view of requirement for retention of earnings for the business growth, the Board of Directors do not recommend any dividend For the year under review.

STATUTORY AUDITORS:

The Statutory Auditors M/s. K. Venkateswara Rao & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. K. Venkateswara Rao & Associates have informed the Company that, if appointed, their appointment as Auditor''s will be pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014. Accordingly, the members approval is being sought for their appointment as Auditor of the Company.

DIRECTORS:

Mr. Murlidhar Mutgi & Mr. Arun Kumar Sarda resigned from the office of Directorship citing personal reasons during the year with effect from 12-08-2014. The Board places on record its sincere appreciation for the valuable services rendered by them during their tenure.

During the year, Mr. Devender Kumar Rathi and Mrs. Priyanka Barve were appointed as Additional Directors w.e.f. 04-09-2014. Now the Board proposes to regularize them as Directors.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. Ramswaroop Agrawal, Mr. Devender Kumar Rathi and Mrs. Priyanka Barve, for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.trimurthidrugs.com.

Mr. Arvind Kumar Bhangadia will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Mrs. Vani Manda has been appointed as Chief Financial Officer of the company with effect from 04-09-2014.

COMPANY SECRETARY:

Ms. Jyoti Ramesh Kakani as company secretary of the company with effect from 04-09-2014. DISCLOSURE REGARDING INVESTMENTS:

Non Current Investments, i.e., (Investment in 5,00,000 Equity Shares of Re.1/- each Kaushalya Global Limited) amounts to Rs. 500000/- as on 31-03-2014.

Loans to Unrelated Parties amounts to Rs. 6,82,41,022 which are Unsecured and considered good as on 31-03-2014. The Company has advanced this surplus funds which is providing a regular income to the Company in the form of interest.

SUBSIDIARY COMPANY:

During the year under review your company has made investment of Rs.29.50 Lakhs (2,95,000 Equity Shares of Rs.10/- each) in Equity Shares of Trimurthi Pharmaceuticals India Private Limited, representing 59% of the paid-up equity capital of the said company thereby making it a subsidiary of your company.

Trimurthi Pharmaceuticals India Private Limited was incorporated in the Year 2012 and is engaged in the business of distribution of pharmaceutical products.

PARTICULARS OF EMPLOYEES:

None of the employees who is employed throughout the year are covered under Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has no activity relating to conservation of energy or technology absorption. Further the company did not have any foreign exchange earnings or outgo during the year. Hence no information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with (disclosure of particulars in the report of Board of Directors) Rules, 1988 is provided.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are listed at The Ahmedabad Stock Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange Limited. The requisite Annual Listing Fees of the Ahmedabad Stock Exchange Limited, Madras Stock Exchange and Bombay Stock Exchange Limited had been paid as on the date of this report.

Your Board of directors has pleasure to inform you that shares of Your Company are now listed on Bombay Stock Exchange Limited from 14-10-2013.

INSURANCE :

The Company has made necessary arrangements for adequately insuring its insurable interests. FIXED DEPOSITS:

The Company has not accepted any deposits U/s 73 of the Companies Act, 2013 and as such no amount of principle or interest was outstanding as on the date of Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgment 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 said period.

iii)Proper and sufficient care has been taken 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.

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

CORPORATE GOVERNANCE:

Your Company follows the principles of effective corporate governance and committed to maintain high standard of corporate governance by adhering to the corporate governance requirements set out by SEBI. The Company has complied with all the mandatory provisions of corporate governance as prescribed in the Clause 49 of the listing agreement with the Stock Exchange.

The Company''s philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all the spheres of operations, interactions with the shareholders, employees, government and others. And as per clause 49 of the Listing Agreement with the stock exchanges a separate section on Corporate Governance followed by the Company together with the certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

GREEN INITATIVE:

Last year, we started a Green Initative with the aim of being green and minimizing our impact on the environment. This year too we are proposing to send the Annual Report to the registered e-mail addresses of the shareholders.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks for their continued support to the Company''s growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidence which they reposed in them.

For and on behalf of the Board

Place: Hyderabad.

Dated: 04-09-2014

ARUN KUMAR BHANGADIA Chairman (DIN: 00021024)

ARVIND KUMAR BHANGADIA Managing Director (DIN: 00015838)

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31 st March, 2013.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March, 2013 are summarized as under:

2012-13 2011-12

Income from Operations 516.82 1109.71

Other Income 79.47 73.89

Total Expenditure 541.57 1123.09

Profit/Loss before Interest and Depreciation 82.05 87.57

Interest 0.70

Depreciation 26.63 26.21

Profit/Loss after Interest and Depreciation 54.72 60.51

Provision for Taxation

- Current Tax 29.57 15.76

- Deferred Tax (2.59) (1.65)

Profit after taxation 37.73 46.41

Appropriations

Proposed Dividend Nil 20.25

Provision for Tax on Dividend Nil 3.28

Transfer to General Reserve 37.73 4.64

Balance Brought Forward from previous year 111.18 92.95

Balance carried to Balance Sheet 145.15 111.18

Earnings Per share 0.55 0.69

DIVIDENDS:

In the view of requirement for retention of earnings for the business growth, the Board of Directors do not recommend any dividend For the year under review.

AUDITORS AND AUDITOR REPORT:

The Statutory Auditors M/s. K. Venkateswara Rao & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. M/s. K. Venkateswara Rao & Associates have informed the Company that, if appointed, their appointment as Auditor''s will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Accordingly, the members approval is being sought for their appointment as Auditor of the Company.

DIRECTORS:

Mr. Arun Kumar Bhangadia. and Mr. V K Taori in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company retire by rotation at the 19th Annual General Meeting and being eligible, offers themselves for re-appointment. The board recommends their reappointment as a director of your company.

Brief profile of the directors seeking reappointment is given in Annexure to AGM Notice.

None of the Directors of the Company are disqualified under section 274 (l)(g) of the Companies Act, 1956.

COMPANY SECRETARY:

Your Board of Directors has appointed Ms. Parul Agarwal, as Company Secretary and Compliance Officer with effect from 01-07-2013. She has experience of 5 years in the Secretarial Matters.

ALLOTMENT OF SHARES ON CONVERSION OF WARRANTS:

During the year under review your company has allotted 13,50,000 Equity Shares to holders of convertible warrants issued at Rs. 19/- per warrant by the company in terms of authority granted in the previous Annual General meeting.

PARTICULARS OF EMPLOYEES:

None of the employees who is employed throughout the year are covered under section 217 (2 A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has no activity relating to conservation of energy or technology absorption. Further the company did not have any foreign exchange earnings or outgo during the year. Hence no information pursuant to section 217(l)(e) of the Companies Act, 1956 read with (disclosure of particulars in the report of Board of Directors) Rules, 1988 is provided.

LISTING ARRANGEMENTS:

The Equity Shares of your Company are and listed at The Ahmedabad Stock Exchange Limited and Madras Stock Exchange and are also traded at Bombay Stock Exchange Limited (BSE Indo Next Model). The requisite Annual Listing Fees of the Ahmedabad Stock Exchange Limited and Madras Stock exchange had been paid as on the date of this report.

Your Board of directors has made an application for Direct Listing with Bombay Stock Exchange Limited and expects to get the approval for direct listing in a short period.

INSURANCE:

The Company has made necessary arrangements for adequately insuring its insurable interests.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits U/s 58A and as such no amount of principle or interest was outstanding as on the date of Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i)In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

if) Appropriate accounting policies have been selected and applied consistently and have made judgment 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 said period.

iii) Proper and sufficient care has been taken 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.

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

CORPORATE GOVERNANCE:

Your Company follows the principles of effective corporate governance and committed to maintain high standard of corporate governance by adhering to the corporate governance requirements set out by SEBI. the Company has complied with all the mandatory provisions of corporate governance as prescribed in the Clause 49 of the listing agreement with the Stock Exchange.

The Company''s philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all the spheres of operations, interactions with the shareholders, employees, government and others. And as per clause 49 of the Listing Agreement with the stock exchanges a separate section on Corporate Governance followed by the Company together with the certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

GREEN INITATIVE:

Last year, we started a Green Initative with the aim of being green and minimizing our impact on the environment. This year too we are proposing to send the Annual Report to the registered e-mail of the shareholders.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company recognized that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of the corporate social responsibility, the company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks for their continued support to the Company''s growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidence which they reposed in them.

Place: Hyderabad. For and on behalf of the Board

Dated: 03-09-2013 ARUN KUMAR BHANGADIA

Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

The Financial results for the year ended 31st March, 2012 are summarized as under:

(Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Income from Operations 1109.71 1651.92

Other Income 73.89 62.09

Total Expenditure 1123.09 1644.51

Profit/Loss before Interest and Depreciation 87.57 96.97

Interest 0.85 1.34

Depreciation 26.21 26.13

Profit/Loss after Interest and Depreciation 60.51 69.50

Provision for Taxation

- Current Tax 15.76 24.92

- Deferred Tax (1.65) (2.62)

Profit after taxation 46.41 47.22

Appropriations

- Proposed Dividend 20.25 20.25

- Provision for Tax on Dividend 3.28 3.28

- Transfer to General Reserve 4.64 4.72

Balance Brought Forward from previous year 92.95 73.99

Balance carried to Balance Sheet 111.18 92.95

Earnings Per share 0.69 0.70

REVIEW OF OPERATIONS:

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of your Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

The Company has recorded a turnover of Rs.1183.60 Lakhs and the profit of Rs. 46.41 Lakhs in the current year against the turnover of Rs. 1714.01 lakhs and profit of Rs. 47.22 Lakhs in the previous financial year ending 31.03.2011.

The Company has been continuously working on quality upgradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Your board of directors has recommended a dividend of Re. 0.30 per equity share which is subject to the approval of the Shareholders in the ensuing Annual general meeting of the Company. The total payment on account of dividend (Including Dividend Tax) shall be Rs. 23.53 Lakhs.

AUDITORS:

The Statutory Auditors M/s. K. Venkateswara Rao & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS:

Mr. Muralidhar Mutgi and Mr. Arun Kumar Sarda, in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company retire by rotation at the 18th Annual General Meeting and being eligible, offers themselves for re-appointment. The board recommends their reappointment as director of your company.

Brief profile of the directors seeking reappointment is given in Annexure to AGM Notice.

None of the Directors of the Company are disqualified under section 274 (l)(g) of the Companies Act, 1956.

SUBSIDIARY COMPANY:

The Company does not have subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company's assets have been adequately insured against major risks.

PARTICULARS OF EMPLOYEES:

None of the employees who is employed throughout the year are covered under section 217 (2A) of the Compahies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

LISTING OF SECURITIES:

The Equity Shares of your Company are traded at Bombay Stock Exchange Limited

(BSE Indo Next Model) and listed at Ahmedabad Stock Exchange Limited and Madras Stock Exchange Ltd., The requisite Annual Listing Fees of the Ahmedabad Stock Exchange Ltd., and Madras Stock exchange Ltd., had been paid as on the date of this report.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits U/s 58A and as such no amount of principle or interest was outstanding as on the date of Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) Appropriate accounting policies have been selected and applied consistently and have made judgment 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 said period.

iii) Proper and sufficient care has been taken 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.

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

CORPORATE GOVERNANCE;

The Company's philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all the spheres of operations, interactions with the shareholders, employees, government and others. And as per clause 49 of the Listing Agreement with the stock exchanges a separate section on Corporate Governance followed by the Company together with the certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

Your Company recognized that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of the corporate social responsibility, the company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

ACKNOWLEDGEMENT:

Your Directors placp on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks for their continued support to the Company's growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidence which they reposed in them.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, Arvind Kumar Bhangadia, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

Place: Hyderabad,

Dated: 21st July, 2012.

ARUN KUMAR BHANGADIA,

Chairman.

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS :

The Financial results for the year ended 31st March, 2010 are summarized as under:

(Rs. In Lakhs)

Particulars 2009-10 2008-2009

Income from operations 685.78 3160.66

Other Income 52.11 51.13

Total Expenditure 623.29 3141.50

Profit/Loss before Interest and Depreciation 114.60 70.28

Interest 0.05 1.16

Depreciation 23.70 22.79

Profit/Loss after Interest and Depreciation 90.85 46.33

Provision for Taxation

- Current Tax 20.55 11.74

- Deferred Tax 01.31 02.83

- Fring Benifit Tax NIL 00.36

- Previous Years Tax Adjustment NIL (01.41)

Profit After Taxation 68.99 32.82

Appropriations

- Proposed Dividend 20.25 20.25

- Provision for Tax on Dividend 3.36 03.44

- Transfer to General Reserve 6.90 03.28

Balance Brought Forward from Previous Year 35.52 29.67

Balance Carried to Balance Sheet 74.00 35.52

Earning Per Share 0.10 0.05

DIVIDEND:

Your board of directors has recommended a dividend of Re 0.03 Paisa (Three Paisa Only) (3%) per equity share which is subject to the approval of the Shareholders in the ensuing Annual general meeting of the Company. The total payment on account of dividend (Including Dividend Tax) shall be Rs.23.61 Lakhs.

REVIEW OF OPERATIONS:

The Company has earned a profit of Rs. 68.99 Lakhs after Tax. An amount of Rs 6.90 Lakhs has been transferred to General Reserve.

Financial Year 2009-10 is the better year for the Company. During the year under review, the turnover of the company was reduced due to scaling down the operation in stock market. However this reduction has no effect on the profitability of the company. The over all working of the company is satisfactory. The Company is looking at various cost reduction measures and hopes to improve the performance in the year to come. The Company also expects to enhance the shareholders value through a responsible strategy directed at building the brand value over a period of time.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the Annual Accounts, the applicable accounting standards

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

ii) Appropriate accounting policies have been selected and applied consistently

and have made judgement 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 said period.

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

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

AUDITORS:

The Statutory Auditors M/s. K. Venkateswara Rao & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS:

Mr. Arun Kumar Bhangadia, in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company retire by rotation at the 16th Annual General Meeting and being eligible, offers himself for re-appointment. The board recommends his reappointment as a director of your company.

Brief profile of the directors seeking reappointment is given in Annexure to AGM Notice.

None of the Directors of the Company are disqualified under section 274 (l)(g) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits U/s 58A and as such no amount of principle or interest was outstanding as on the date of Balance Sheet.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The Company has no activity relating to conservation of energy or technology absorption. Further the company did not have any foreign exchange earnings or outgo during the year. Hence no information pursuant to section 217(l)(e) of the Companies Act, 1956 read with (disclosure of particulars in the report of Board of Directors) Rules, 1988 is provided.

LISTING OF SECURITIES:

The Equity Shares of your Company are traded at Bombay Stock Exchange Limited (BSE Indo Next Model) and listed at The Ahmedabad Stock Exchange Limited. The requisite Annual Listing Fees of the Ahmedabad Stock Exchange Limited had been paid as on the date of this report.

CORPORATE GOVERNANCE:

The Companys philosophy on Corporate Governance is attainment of the highest level of transparency, accountability and equity in all the spheres of operations, interactions with the shareholders, employees, government and others. And as per clause 49 of the Listing Agreement with the stock exchanges a separate section on Corporate Governance followed by the Company together with the certificate from the Auditors of the Company confirming Compliance is set out in the Annexure forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company recognized that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of the corporate social responsibility, the company takes account of guide lines and statements issued by stake holder representatives and other regulatory bodies.

PARTICULARS OF EMPLOYEES:

None of the employees who is employed throughout the year are covered under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of E mployees) Rules, 1975 as amended from time to time.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Commercial Tax department, Drug Control Department and Banks for their continued support to the Companys growth. The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the shareholders for the confidence which they reposed in them.

For and on behalf of the Board

Place: Hyderabad. Dated: 23rd July, 2010 ARUN KUMAR BHANGADIA

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Directors Report of Novelix Pharmaceuticals Ltd.

1. FINANCIAL SUMMARY/HIGHLIGHT S:

2. REVIEW OF OPERATIONS:

3. DIVIDEND:

4. UNCLAIMED DIVIDEND

5. TRANSFER TO RESERVES:

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

7. INFORMATION ABOUT SUBSIDIARY/ ASSOCIATE COMPANY:

8. DEPOSITS:

9. INDIAN ACCOUNTING STANDARDS:

10. MATERIAL CHANGES AND COMMITMENTS:

11. ANNUAL RETURN

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

13. SHARE CAPITAL:

14. LISTING OF SHARES:

15. AUDITORS:

a. STATUTORY AUDITORS:

b. SECRETARIAL AUDITORS

EXPLANATION IN RESPONSE TO AUDITOR''S QUALIFICATIONS

c. Cost Auditor

d. Internal Auditor

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD ANDANNUAL GENERAL MEETINGS

17. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATEDUNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

18. DIRECTORS /KEY MANAGERIAL PERSONNEL:

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of energy:

b. Technology Absorption:

c. Foreign exchange earnings and Outgo:

22. MEETINGS

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES ANDINDIVIDUAL DIRECTORS

24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186:

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES:

29. MANAGERIAL REMUNERATION:

31. NOMINATION AND REMUNERATION POLICY

32. MATERNITY BENEFIT

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FORDIRECTORS AND EMPLOYEES:

34. RISK MANAGEMENT POLICY:

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

37. OTHER DISCLOSURES AND STATUTORY INFORMATION:a. Policies and code adopted by the Company

1. FINANCIAL SUMMARY/HIGHLIGHTS:

REVIEW OF OPERATIONS:

BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

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

3. RESERVES:

4. DIVIDEND:

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:

6. BOARD MEETINGS:

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OFDIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

8. REVISION OF FINANCIAL STATEMENTS:

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

11. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâINDEPENDENCE:

1. Scope:

3. Policy:

3.2 Criteria of independence

3.3 Other Directorships/ Committee Memberships

1. Scope:

3.3. Remuneration to other employees

12. DIRECTORSâ RESPONSIBILITY STATEMENT

13. INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIALPOSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

15. ANNUAL RETURN

16. AUDITORS

a. Statutory Auditors

Statutory Auditors Report

Annual Secretarial Compliance Report

c. Cost Auditor

d. Internal Auditor

18. INTERNAL AUDIT AND FINANCIAL CONTROLS:

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

20. RELATED PARTY TRANSACTIONS

A. Conservation of Energy:

B. Research & Development and Technology Absorption:

23. COMMITTEES

(I). AUDIT COMMITTEE

Review of the following information:

(II). NOMINATION AND REMUNERATION COMMITTEE

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND
ANNUAL GENERAL MEETINGS

17. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

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

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

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

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES:

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

37. OTHER DISCLOSURES AND STATUTORY INFORMATION:
a. Policies and code adopted by the Company

BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

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

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

11. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ
INDEPENDENCE:

12. DIRECTORSâ RESPONSIBILITY STATEMENT

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

25. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY)

27. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS

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

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

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

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

For and on behalf of the Board
Trimurthi Limited