Amrutanjan Health Care Ltd

Your Directors have pleasure in presenting the Eighty Seventh (87th) Annual Report of the Company along with Audited Financial Statement for the year ended March 31, 2024.

Your directors submit below the financial results for the year ended 31stMarch 2024

( in lakhs)

Note: The sales/revenue wherever referred in Board's Report and MDA denotes Gross Sales (net sales plus taxes, discounts and claims), unless explicitly mentioned as Net Sales.

Your Directors have declared two interim dividends for an aggregate 2 per equity share of 1/- each (for the year 2023-24). Details of the Interim Dividend paid are given below:

The Board in its meeting held on May 23, 2024, has recommended a final dividend of 2.60/- per equity share of face value of 1/- each for the approval of the shareholders in the upcoming Eighty Seventh (87th) Annual General Meeting. The dividend pay-out is as per the Dividend Distribution Policy adopted by the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto. The Dividend Distribution Policy is available on the website of the Company which is accessible through the web- link https://www.amrutanjan.com/pdf/DIVPOLICYJUN21.pdf

The members who are holding shares (as on the record date to be announced) in dematerialised mode and in physical mode will be paid final dividend within 30 days of declaration of the dividend. With respect to the shares held in dematerialised form, it would be paid to the members whose names are furnished by NSDL and CDSL as owners on the record date.

No amount is proposed to be transferred to reserves for the financial year ended March 31, 2024.

The share capital of the Company as on March 31, 2024 is as follows:

(i) Directors state that no disclosure or reporting is required in respect of Issue of equity shares with differential rights as to dividend, voting or otherwise as there were no transactions on these items during the year under review.

Pursuant to approval given by the shareholders in the AGM on September 23, 2020, the Board has been authorised to introduce, offer, issue and provide Options convertible into equity shares to eligible employees of the Company under the Scheme 2020. In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (now repealed and replaced with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021) as amended from time to time, your Board had authorized the Nomination and Remuneration Committee (‘Compensation Committee') to administer and implement the Scheme 2020 including deciding and reviewing the eligibility criteria for grant and issuance of stock options under the Scheme. The maximum number of shares under the Scheme 2020 shall not exceed 2,92,306 equity shares of 1/- each being 1.00% of the paid-up equity share capital of the Company. The shares under the Scheme 2020 shall be issued by way of secondary acquisition of shares by Amrutanjan Health Care Limited ESOP Trust. Applicable disclosures relating to Employees Stock Options as at March 31, 2024, pursuant to the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended from time to time, are set out in the ANNEXURE A to this Report and the details are also placed on the website of the Company at www.amrutanjan.com. The details of the Plan form part of the notes to accounts of the Financial Statements given in this Annual Report.

Practicing Company Secretary's Certificate to the effect that the Scheme of the Company has been implemented in accordance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and as per the resolution passed by the members of the Company, as prescribed under Regulation 13 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 has been obtained and shall be made available for inspection during the Annual General Meeting of the Company electronically.

On June 30, 2023, the Board of Directors of your Company approved the buyback of equity shares for purchase by the Company of up to 3,20,000 equity shares at face value of 1/- each (being 1.10% of the total number of equity shares in the paid-up equity capital of the company) from the shareholders of the company on proportionate basis by way of a tender offer at a price of 900/- per equity share for an aggregate amount not exceeding 28,80,00,000 excluding tax and transaction costs in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, the Companies Act, 2013 and Rules made thereunder. The Buyback has been subscribed in full with the acceptance of 3,20,000 equity shares surrendered by the Shareholders.

During the year, your Company has not accepted any deposits within the meaning of provisions of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and was not holding any amount under Deposit Account as on March 31, 2024. As such, there has been no default in repayment of deposits or payment of interest thereon during the year. Further, the company has no deposits which are not in compliance with requirements of Chapter V of the Act.

The Profit before tax for FY24 was 6,194.60 lakhs compared to 5,364.54 lakhs for FY23. The Investments, Fixed Deposit, Cash and Cash equivalents was at 22,167.03 as on 31st March, 2024 (22,763.62 as on 31st March, 2023)

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR] are given below

The total amount stated above does not exceed the limit mentioned in Section 186 of Companies Act, 2013.

In terms of regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the MDA capturing the financial performance, industry trends and other material changes with respect to your Company is presented in "ANNEXURE B" of this Report.

Pursuant to regulation 34 read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI LODR), the following Reports/ Certificates form part of this report.

a) The Report on Corporate Governance

("ANNEXURE C")

b) The declaration by the Managing Director & CEO regarding compliance by the Board members and Senior Management Personnel with the Company's Code of Conduct; c) The PCS Certificate on Corporate Governance d) The PCS Certificate on Director's eligibility.

The Certificate duly signed by the Chairman & Managing Director and the Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,2024 as submitted to the Board of Directors at its meeting held on May 23, 2024 pursuant to Regulation 17(8) of the SEBI LODR is also provided under the Report on Corporate Governance.

In terms of Section 118(10) of the Act, the Company has complied with all the applicable Secretarial Standards i.e. SS-1, SS-2 and SS-4, relating to the ‘Meetings of the Board, ‘General Meetings' and ‘Report of the Board of Directors' respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

As mandated in Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report (‘BRSR') forms part of the Annual Report as ANNEXURE D. The report on the nine principles of the National Voluntary Guidelines on social, environmental, and economic responsibilities of business as framed by the Ministry of Corporate Affairs is provided in relevant sections of the BRSR.

In accordance with the provisions of the Companies Act, 2013 (‘Act") and the Articles of Association of the Company, Ms. Ramaa Prabhakar Arikirevula (DIN: 09465903), Non- Executive Director, retires by rotation at the upcoming Eighty Seventh (87th) Annual General Meeting and being eligible, offers herself for reappointment.

The Board at its meeting held on August 13, 2024, appointed Mr. V. Nagaraj (DIN: 00190903) as an Additional Director (Non-Executive Independent) of the Company, based on the recommendation of Nomination & Remuneration Committee effective from 13.08.2024 who holds office up to the conclusion of the forthcoming Annual General Meeting. The Company is seeking approval of the shareholders for the appointment of Mr. V. Nagaraj as Non-Executive Independent Director up to August 12, 2029, at the forthcoming Annual General Meeting.

The independent directors have affirmed that they satisfy the criteria laid down under section 149(6) of the Companies Act 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Section 150 of the companies Act, 2013 read with Rules 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of the Indian Institute of Corporate Affairs (‘IICA') for a period of one year or five years or lifetime till they continue to hold the office of an independent director and have passed the proficiency test, if applicable to them.

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

In the opinion of the Board, all the independent directors have integrity, expertise and experience (including proficiency) to occupy the positions.

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Company has obtained the Certificate from Company Secretary in Practice that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the Company by the SEBI/ Ministry of Corporate Affairs or any such authority. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company www.amrutanjan.com. The details of familiarization programme conducted to the Independent Directors are available at the weblink https://www.amrutanjan.com/pdf/FR.pdf

Pursuant to the provisions of Section 2(51) of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. S Sambhu Prasad, Chairman & Managing Director, Mr. N Swaminathan, Chief Financial Officer and Mr. M Srinivasan, Company Secretary. There was no change in the KMPs during the year.

As on March 31, 2024, the Company has 5 (five) Board level Committees: Audit Committee (‘AC'), Risk Management Committee (‘RMC'), Nomination and Remuneration Committee /Compensation Committee (‘NRC'), Stakeholders Relationship Committee (‘SRC') and Corporate Social Responsibility Committee (‘CSR'). The composition of the above committees, during the year 2023-24, is disclosed as under:

C: Chairperson and M: Member

During the year, six (6) meetings of the Board of Directors were held. The intervening gap between any two Meetings was less than 120 days in compliance with the provisions of Section 173(1) of the Companies Act, 2013. The complete details of the meetings are furnished in the Report on Corporate Governance which forms part of this annual report.

During the year, one (1) separate meeting of Independent Directors was held. In the said meeting, the independent directors assessed the quality, quantity, and timeliness of flow of information between the management and the Board and have expressed that the current flow of information and contents were adequate for the Board to effectively perform its duties. They also reviewed the performance of the non-independent directors and the board as a whole and the performance of the Chairperson of the Company considering the views of Executive Director and Non- Executive Directors.

The Company recognizes and embraces the importance of a diverse board in contributing to its success. Adequate diversity on the Board is essential to meet the challenges of business globalization, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge, and geographical backgrounds.

The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board. The policy is available at the website of the Company at www.amrutanjan.com.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI LODR, the Board of Directors during the year carried out an annual performance evaluation of its own performance, the directors individually (without participation of the relevant director) and the Chairman. The evaluation was carried through a structured methodology approved by the Nomination and Remuneration Committee. The criteria for performance evaluation have been detailed in the Corporate Governance Report. The outcome of the evaluation also forms the basis for the Nomination and Remuneration Committee while considering the re-appointment of Directors.

The Remuneration policy of the Company deals with the appointment of and remuneration to the Executive & Non- executive Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. It aims to attract, recruit and retain exceptional talent and ensures that the remuneration is performance driven. The Policy can be accessed in the website of the Company through the link https://www.amrutanjan. com/policy.html. The Nomination and Remuneration Committee has also framed a Policy on Board diversity appropriate to the business requirements of the Company, which inter-alia specifies optimum combination of Executive Directors, Non-Executive Directors, and Independent Directors. The role of Nomination and Remuneration Committee is to ensure that the Policy on Board diversity is considered while recommending the appointment of new directors on the Board of the company

The details of remuneration paid/ payable to the directors during the financial year 2023-24, are furnished in the Report on Corporate Governance annexed to this report.

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was further amended effective from 1st April 2019 to comply with the amended SEBI Insider Trading Regulations. The Policy is hosted on the website of the Company https://www.amrutanjan. com/pdf/Whistle%20Blower%20Policy.pdf The Policy inter-alia provides direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee. One Complaint was received during the year. The same was investigated and closed within the financial year. There was no financial impact arising out of the said complaint.

The details of unclaimed shares held in Unclaimed Shares Suspense Account pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance annexed to this report.

M/s. B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022), were appointed as Statutory Auditors, at the conclusion of Eighty fifth (85th) AGM held on September 22, 2022, for a second term of five (5) years till the conclusion of the ninetieth (90th) Annual General Meeting of the Company.

The Auditors' Report on the financial statements of the Company for the financial year ended March 31, 2024, is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors' Report is enclosed with the financial statements forming part of the annual report.

With reference to clause 2B(f) of the Report, the Company has used SAP accounting software for maintaining its books of account. Since a few audit procedures conducted on the accounting software did not meet the desired standards, auditors were unable to comment on whether audit trail feature was enabled and operated through the year and on instances of tampering of audit trail.

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on the Company by its officers or employees under Section 143(12) of the Companies Act, 2013 requiring disclosure under Section 134(3) (ca) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s SPNP & Associates, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2023-24.

The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report as "ANNEXURE E".

The Secretarial Audit Report for the FY 2023-24 contains the following observations

Observation: The Constitution of Audit Committee and Nomination & Remuneration Committee between the period 21st September 2023 to 25th September, 2023 were not in line with SEBI (LODR) Regulation, 2015

Management Comments: The Regulation regarding composition of Audit Committee and Nomination & Remuneration committee was not complied for 3 days due to change in designation of Mr. G. Raghavan effective after the AGM dated 21.09.2023. A Circular Resolution dated 25.09.2023 was floated immediately for reconstitution of Committees to comply with the SEBI (LODR) Regulation, 2015. However, no meeting of these Committees was held during the period of non-compliance for 3 days.

The Company is required to maintain cost records in respect of its OTC products and accordingly such accounts and records are made and maintained. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors at its meeting held on August 13, 2024, on recommendation of the Audit Committee has appointed Mr. Geeyes & Co (Reg. No. 000044), Cost Accountant, as the Cost Auditor to conduct the cost audit with respect to OTC business of the company for the financial year ending March 31, 2025.

The CSR activities carried out by your Company during the financial year 2023-24 were mainly focused on (a) Animal Welfare (b) Health and Sanitation (c) Promoting Education and (d) Environment. The activities undertaken by the Company are in accordance with Schedule VII of the Companies Act, 2013, the CSR Policy of the Company and as per recommendations of the CSR Committee.

The CSR Committee met three times (3) during the year to oversee the activities, programs, and execution of initiatives as per the predetermined guidelines of the Board and approve the amount to be spent towards CSR. The Board takes pleasure to inform that the Company has spent more than the mandatory amount to be incurred towards the CSR spends for the year 2023-24.

The main objectives of CSR policy of the Company are to help build socio-economic development of the nation through different projects and to ensure environmental sustainability. The Policy has widened scope to undertake all activities permitted under law. The CSR Policy is available on the website of the Company at the web-link https://www.amrutanjan.com/pdf/ahcl-csr-policy.pdf The detailed report on CSR activities carried out during the financial year is given in "ANNEXURE F".

Disclosures and comparative analysis pertaining to remuneration and other details as required under ectively.

Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "ANNEXURE G".

A copy of the Annual Return referred to in Section 134(3)(a) and 92(3) of the Companies Act, 2013 in respect of FY 2023-24 will be placed on the website of the Company after the conclusion of the 87th AGM in the web-link https://www.amrutanjan.com/Annualreturn.html.

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the financial year ended 31st March, 2024 are furnished in "ANNEXURE H" to this Report.

Your Company has no subsidiaries or Joint venture or Associate companies during the year under review. No material significant related party transaction was made by the Company during the year with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large and Form AOC-2 as required under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide ANNEXURE I.

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) &134(5) of the Companies Act, 2013:

I. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. that the directors had selected such accounting policies and applied them consistently and had 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 March 31, 2024 and of the profit of the Company for the year ended on that date;

III. 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.

IV. that the annual financial statements have been prepared on a going concern basis.

V. that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating

VI. Those proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded.

The internal control system is subject to continuous improvement, with system effectiveness, assessed regularly. Information provided to management is reliable and timely. Company ensures the reliability of financial reporting and compliance with laws and regulations. The Details of the same are provided in the Management Discussion and Analysis Report.

In accordance with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from May 05, 2021, your Company has formed a Risk Management Committee and has put in place an enterprise wide Risk Management Framework with the objective of timely identification of risks, assessment and evaluation of such risks in line with the overall business objectives or strategies and define adequate mitigation strategy and adopted Risk Management Policy by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner. Management Discussion and Analysis Report contain more details on the risk management practiced by the Company.

There is no change in the nature of the business of the Company during the year. There were no material changes and commitments affecting the financial position of the Company between the closure of the financial year 2023-24 and the date of this report. The Board of Directors has approved a capital investment of 123 crores during FY 25 in the project to set up a new plant for manufacturing sanitary napkins. This initiative would cater to the needs growing demand for sanitary napkins both in domestic and export markets and to leverage opportunities to pursue product level design innovation.

There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and Company's operations in future. No application has been made or proceedings pending under Insolvency & Bankruptcy Code, 2016 in respect of the Company.

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Your Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2023-24, no complaints were received by the committee related to sexual harassment.

Pursuant to the provisions of Section 124 of the Companies Act, 2013, dividend which remain unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. The details of unclaimed dividend transferred to IEPF are furnished in the Report on Corporate Governance and unpaid and unclaimed dividends lying with the Company as on the date of last Annual General Meeting and the same has been uploaded on the website of the Company https:// www.amrutanjan.com/si.html

The Directors wish to express their sincere appreciation to all the Government Departments, Bankers, Customers, Distributors, Suppliers and the shareholders for their co-operation and support extended during the year. The Directors also wish to thank all the employees for their contribution, support, and continued commitment throughout the year.