Hester Biosciences Ltd

Your Directors are pleased to present the Thirty Seventh Annual Report and the Audited Financial Statements for the financial year ended on 31 March 2024.

FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Summary of the standalone and consolidated financial performance of the Company for the financial year ended on 31 March 2024 as below:

(Amounts in Rs. million)

There have been no significant changes or commitments impacting the financial position of the Company between the end of the financial year and the date of this report.

Sales

During the year under review, the standalone revenue from operations was Rs. 2,851.55 million, as compared to Rs. 2,540.00 million in the previous year. The consolidated revenue from operation was Rs. 3,045.46 million in the financial year ended on 31 March 2024, as compared to Rs. 2,660.91 million in the previous year.

Profitability

The Company achieved a standalone profit before tax of Rs. 367.32 million, as compared to Rs. 439.24 million in the previous year. The consolidated profit before tax was Rs. 319.53 million in the financial year ended on 31 March 2024, as compared to Rs. 401.54 million in the previous year.

Earnings per share

The EPS on the standalone financials was Rs. 31.93 for the year ended on 31 March 2024 as against Rs. 38.02 as on 31 March 2023. The EPS on consolidated financials was Rs. 24.88 for the year ended on 31 March 2024 as against Rs. 32.96 as on 31 March 2023.

Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the reserves for the year under review.

Share Capital

The paid-up equity share capital as on 31 March 2024 stood at Rs. 85.07 million.

Net Worth

The Company's net worth on standalone basis as on 31 March 2024 was Rs. 3,127.12 million as compared to Rs. 2,923.82 million as on 31 March 2023. The Company's net worth on consolidated basis as on 31 March 2024 was Rs. 2,917.93 million as compared to Rs. 2,797.30 million as on 31 March 2023.

DIVIDEND

Your Directors have recommended a dividend of Rs. 6 per equity share (60%) on 8,506,865 equity shares of Rs. 10 each fully paid-up for the financial year 202324, amounting to Rs. 51.04 million. This dividend, subject to approval by the members at the ensuing Annual General Meeting ("AGM"), will be disbursed to shareholders whose names are recorded in the Register of Members on the cut-off date. The Dividend Pay-out Ratio for the current year stands at 19% of standalone profits, aligning with the Company's Dividend Distribution Policy. Further details on the Company's Dividend Distribution Policy, as per Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), can be found at the following web link: https://www.hester.in/corporate-governance

BORROWINGS

The Company's outstanding long-term borrowings amounted to Rs. 1,050.69 million as on 31 March 2024.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated total income from operations is Rs. 3,045.46 million and total comprehensive income attributable to owners' equity after non-controlling interest is Rs. 188.67 million for the financial year 2023-24 as compared to the consolidated total income from operations of Rs. 2,660.91 million and total comprehensive income attributable to owners' equity after non-controlling interest of Rs. 282.53 million for the previous financial year 2022-23. Consolidated financial statements include the financial statements of the following entities:

In compliance with Indian Accounting Standard (Ind AS) - 110, ‘Consolidation of Financial Statements,' and the provisions of the Companies Act, 2013 (referred to as the ‘Act'), read with Schedule III and related Rules made thereunder, along with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Report includes the Audited Consolidated Financial Statements. These statements portray the combined financial position, including resources, assets, liabilities, incomes, profits and other relevant details, of the Company, its subsidiaries (with non-controlling interest eliminated) and joint venture entities as a single entity.

SUBSIDIARY COMPANIES

As of 31 March 2024, your Company has two wholly- owned subsidiary companies: Hester Biosciences Africa Limited and Hester Biosciences Kenya Limited. Additionally, your Company has two subsidiary companies, namely Hester Biosciences Nepal Private Limited and Texas Lifesciences Private Limited. Furthermore, there is one step-down subsidiary company, Hester Biosciences Tanzania Limited, which is wholly-owned by Hester Biosciences Kenya Limited.

The business details of the subsidiary companies are as under:

Texas Lifesciences Private Limited (Texas Lifesciences)

Texas Lifesciences, a subsidiary of Hester Biosciences Limited, holds the majority stake (54.81%). The Company manufactures and supplies pharmaceutical formulations such as tablets, capsules, powders and oral liquids for both human and veterinary markets.

Hester Biosciences Nepal Private Limited (HBNPL)

HBNPL is a subsidiary of Hester Biosciences Limited, with a 65% stake in HBNPL. HBNPL is in the business of manufacturing veterinary vaccines in Nepal.

Hester Biosciences Africa Limited (HBAL)

HBAL is a wholly owned subsidiary of Hester Biosciences Limited in Tanzania. HBAL manufactures and markets veterinary vaccines and animal health products in Tanzania.

Hester Biosciences Kenya Limited (HBKL)

HBKL is a wholly owned subsidiary of Hester Biosciences Limited in Kenya. HBKL is in the business of Trading of veterinary vaccines and animal health products in Kenya.

Hester Biosciences Tanzania Limited (HBTL)

HBTL is wholly owned subsidiary of HBKL and step- down subsidiary of Hester Biosciences Limited. HBTL is in the business of trading veterinary vaccines and animal health products in Tanzania and other African countries.

There have been no material changes in the nature of our subsidiaries business operations, as detailed in the financial statements. During the year under review, the Board diligently assessed the performance and operations of these subsidiary companies.

In compliance with Section 136 of the Act, we are not attaching the Balance Sheets, Profit and Loss Statements and other pertinent documents of subsidiary companies with the Company's Balance Sheet. However, these statements will be readily available to Members of the Company on the Company's website. The Consolidated Financial Statements provided by the Company includes

financial statements of subsidiary and joint venture entity. The highlights are given in this Board Report as Annexure - 1, according to the standards indicated in Form AOC-1.

In accordance with Section 129(3) of the Companies Act, 2013 and the accompanying Rules, we have provided a statement outlining the significant aspects of the financial statements of our subsidiaries. This statement adheres to the prescribed format as per the regulatory requirements. The policy regarding material subsidiaries, as approved by the Board, is accessible on the Company's website via the following link: https://www.hester.in/corporate-governance

JOINT VENTURE ENTITY

Thrishool Exim Limited (TEL) is a joint venture entity, with Hester Biosciences Limited holding a 50% stake, operating in Tanzania. TEL is a reputable supplier and distributor of a wide range of animal health and nutrition products sourced from various esteemed companies. Its diverse product range includes veterinary feed additives, feed raw materials, nutritional supplements, therapeutics and equipment sourced from internationally renowned producers.

TEL has a large sourcing network, collaborating with prominent partners throughout Europe, Asia and Southern Africa.

INSURANCE

The Company has taken proactive steps to ensure comprehensive insurance coverage for its plants, properties, equipment, stocks and vehicles, safeguarding against all major risks. Additionally, a Directors' and Officers' Liability Policy has been secured to provide coverage for potential liabilities concerning the Company's directors and officers.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits from shareholders and public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made thereunder.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory nor the secretarial auditor had reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, as provided by section 143(12) of the Act, the details of which would need to be mentioned in the Board's Report.

RELATED PARTY TRANSACTIONS

All Related Party transactions are carried out in compliance with the provisions of law and the Policy on Related Party Transactions. These transactions are reviewed and approved by the Audit Committee, Board and Shareholders as applicable.

The details of material contracts and agreements with related parties, as per the Company's Related Party Transaction Policy and in compliance with Section 188(1) of the Companies Act, 2013, along with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed herewith as Annexure-2. The Related Party Transactions for the financial year 2023-24 have been disclosed in Notes to the Financial Statements of the Company.

The policy on Related Party Transactions, including material related party transactions, is available on the website and can be accessed via the web link https://www.hester.in/corporate-governance

PARTICULARS OF LOANS, GUARANTEES AND 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.

COST ACCOUNTS AND RECORDS

The Company has prepared and maintained the cost accounts and records in accordance with the regulations outlined by the Central Government under section 148(1) of the Act and rules made thereunder.

Appointment of Directors

During the year, at the meeting held on 26 June 2023, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, recommended the appointment of Mr. Anil Jain (DIN: 00805735) and Mr. Jatin Trivedi (DIN: 01618245) as independent directors for their first term of five years, effective from 26 June 2023, subject to members approval.

Members of the Company have approved the appointment of Mr. Anil Jain (DIN: 00805735) and Mr. Jatin Trivedi (DIN: 01618245) as Independent Directors of the Company at the 36^th Annual General Meeting held on 20 September 2023.

Retirement by Rotations

In compliance with Section 152(6) of the Companies Act, 2013, as well as Listing Regulations and the Articles of Association of the Company, Mr. Ravin Gandhi (DIN: 00438361), Non-Executive Director, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, Mr. Ravin Gandhi has expressed his willingness for re-appointment. The Board recommends his re-appointment.

Declaration of Independence

The Company has received declarations of independence as required by sections 149(6) and

149(7) of the Companies Act, 2013 and regulations 16(1) (b) and 25 of the Listing Regulations from Independent Directors, confirming their eligibility to continue serving as Independent Directors. There have been no changes in the circumstances affecting their status as independent directors of the Company.

Profile of Directors seeking Appointment/Re- appointment

As per Regulation 36(3) of the SEBI (LODR)

Regulations, 2015, details of Directors seeking appointment or re-appointment at the ensuing Thirty- Seventh Annual General Meeting are enclosed with the notice convening the meeting.

Key Managerial Personnel

The following persons are designated as Key Managerial Personnel (KMP) in accordance with the provisions of the Companies Act, 2013, as of 31 March 2024:

1. Mr. Rajiv Gandhi, CEO & Managing Director

2. Ms. Priya Gandhi, Executive Director

3. Mr. Nikhil Jhanwar, Chief Financial Officer

4. Mr. Vinod Mali, Company Secretary

Board Evaluation

During the year, the evaluation of individual directors, including the Chairman of the Company and Independent Directors, as well as the Board and its Committees, was conducted in accordance with the provisions of the relevant Act, Rules and corporate governance standards outlined in Regulation 17 of the Listing Regulations. Additionally, guidelines from the Guidance Note on Board Evaluation were followed. The evaluation process for the board and its committees with the use of questionnaires.

Independent Directors held a separate meeting to assess the performance of Non-Independent Directors and the overall performance of the Board. They also conducted an evaluation of the Chairman of the Company, taking into consideration feedback from both Executive and Non-Executive Directors.

The Board of Directors reviewed individual directors' performance following established standards. The functioning of the Board, its Committees and the performance of individual Directors were rated good. The Corporate Governance Report outlines how the evaluation was carried out.

Nomination and Remuneration Policy

The Board, upon the recommendation of the Nomination and Remuneration Committee, has established a policy governing the selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is detailed in the Corporate Governance Report, which is a part of this Annual Report.

Pecuniary Relationship

During the year under review, except those disclosed in the audited financial statements, the non- executive directors of the Company had no pecuniary relationships or transactions with the Company.

Board of Directors Meetings

The Board of Directors met 5 (Five) times during the financial year 2023-24, ensuring that there was no interval exceeding 120 days between consecutive meetings. The information on meetings of the Board of Directors is given in Corporate Governance Report, forming a part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) read with 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations provided to them, your Directors hereby make the following statements:

a) That in preparation of Financial Statements for the year ended 31 March 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the Financial Statements for the year ended 31 March 2024 on going concern basis;

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

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

COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholder's Grievances and Relationship Committee

? Corporate Social Responsibility Committee

? Risk Management Committee

? Management Committee

A detailed note on the committees with respect to composition, meetings, powers and terms of reference is provided under the Corporate Governance Report section in this Annual Report.

RECOMMENDATION OF COMMITTEES

The Board has accepted the recommendations of all the committees constituted by the Board.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to section 135 of the Act and the relevant rules, the Board has constituted a Corporate Social Responsibility ("CSR") Committee under the Chairmanship of Mr. Rajiv Gandhi. The details of membership of the Committee & the meetings held are detailed in the Corporate Governance Report, forming part of this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company and can be accessed through the website of the Company: https://www.hester.in/corporate-governance

During the year, the Company has spent Rs. 10.38 million on CSR activities. The Disclosures with respect to CSR Activities forming part of Board's Report as Annexure-3.

WHISTLE BLOWER POLICY

The Company has in place a stringent vigil system to report unethical behaviour in order to promote professionalism, fairness, dignity and ethical behaviour in its employees.

In compliance with provisions of section 177(9) of the Act and rules made thereunder and regulation 22 of the Listing Regulations, the Company has established vigil mechanism and framed Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and SEBI (Prohibition of Insider Trading) Regulations, 2015. Whistle Blower Policy is uploaded on Company's website and the link of the same is provided in a separate section of Corporate Governance Report. No whistle blower has been denied access to the Audit Committee of the Board.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

The Company always endeavors to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. During the financial year 2023-24, no complaints were received with regards to sexual harassment at any location of the Company.

INSIDER TRADING REGULATIONS

The Company has adopted the Code for Insider Trading as per the SEBI (Prohibition of Insider Trading) Regulations, 2015. All other details on insider trading regulations are mentioned into the Corporate Governance Report, which forms a part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and Regulations 17 to 27 and 46 of the SEBI (LODR) Regulations, 2015 and amendments therein.

A separate section on detailed report on Corporate Governance practice followed by the Company under SEBI (LODR) Regulations, 2015 along with a certif?cate from Practicing Company Secretary, confirming the compliance forms a part of this report. The Board of Directors supports the basic principles of corporate governance and lays strong emphasis on transparency, accountability and integrity.

SECRETARIAL STANDARDS

Secretarial Standards for the Board of Directors Meeting (SS-1) and General Meetings (SS-2) are applicable to the Company. The Company has complied with the provisions of all applicable Secretarial Standards.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR')

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, as well as the frequently asked

questions published by the stock exchanges (BSE and NSE), the Business Responsibility and Sustainability Report (BRSR) of the Company for the financial year ended 31 March 2024 has been uploaded on the Company's website and can be accessed at https://www.hester.in/shareholders/reports- certificates

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.

Statutory Auditor and Audit Report

Chandulal M. Shah & Co. (Firm Registration No. 101698W), Chartered Accountants, Ahmedabad, was appointed as the Statutory Auditors of the Company till the conclusion of Forty First Annual General Meeting. Chandulal M. Shah & Co., Chartered Accountants have furnished a declaration confirming their independence as well as their arm's length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditors' Report of Chandulal M. Shah & Co. for the year ended on 31 March 2024. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor and Audit Report

Ernst & Young LLP, Ahmedabad, has been the internal auditor of the Company for the FY 2023-24. The Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports its findings on the internal audit of the Company to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee and Management from time to time.

The Board has re-appointed Ernst & Young LLP, Ahmedabad for the FY 2024-25 as an Internal Auditor of the Company, after obtaining its willingness and eligibility letter for appointment as Internal Auditor of the Company.

Cost Auditor

Pursuant to provisions of Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors had, on recommendation

of the Audit Committee, re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial year 202324, on the remuneration terms as approved by the members at the previous Annual General Meeting. The Cost Audit report for the financial year 2022-23 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2023-24 is within 180 days from 31 March 2024.

The Board has re-appointed Kiran J. Mehta & Co., Cost Accountants, Ahmedabad for the FY 2024-25 as a Cost Auditor to audit the cost records of the Company on a remuneration up to T 0.23 million plus applicable Goods and Services Tax and out of pocket expenses on actuals. As required under the Act and Rules made thereunder, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking ratification by members for the remuneration payable to Kiran J. Mehta & Co. is included in the Notice convening 37th Annual General Meeting of the Company.

Secretaria! Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report for the FY 2023-24 is annexed to this Board's Report as Annexure-4. The Board has duly reviewed the Secretarial Auditors' Report for the year ended on 31 March 2024. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, as per regulation 24A(1) of the Listing Regulations, the secretarial audit reports of Texas Lifesciences Private Limited, unlisted material subsidiary company is annexed herewith as Annexure- 4a.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In compliance with regulation 24A (2) of the Listing Regulations, Mr. Tapan Shah, Practicing Company Secretaries issued Annual Secretarial Compliance Report for the Financial Year ended on 31 March 2024. The Report, presented at the Board meeting held on 10 May 2024, confirmed that the Company has maintained proper records as stipulated under various Rules and Regulations and that, no action has been taken against the Company or its material subsidiaries or promoters / directors by SEBI / BSE / NSE. The Company has submitted the Report to the Stock Exchanges within the prescribed time.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

BUSINESS RISK MANAGEMENT

The Company has an elaborate Risk Management procedure covering various risks including Business, Operational, Financial, Sectorial, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors. The risk management framework is reviewed periodically by the Board and the Audit Committee. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

Pursuant to the provisions of section 134(3)(n) of the Act and regulation 21 of Listing Regulations, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report, which forms a part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has a formal framework of Internal Financial Control ("IFC") in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has a well-placed, proper and adequate IFC system, which ensures:

? The orderly and efficient conduct of its business,

? Safeguarding of its assets,

? The prevention and detection of frauds and errors,

? The accuracy and completeness of the accounting records and

? The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of IFC framework and take necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company. The Statutory Auditors of the Company have audited the adequacy of Internal Financial Controls over Financial Reporting and the operating effectiveness of such controls and their Audit Report is annexed as Annexure B and Annexure A to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements respectively.

CREDIT RATINGS

During the year, CARE Ratings Limited has re-affirmed the credit rating of "CARE BBB+/Stable" for long-term bank facilities and "CARE A2" for short-term bank facilities to the Company.

CERTIFICATIONS/ RECOGNITION/ ACCREDITATIONS

The Company having following Certifications/ Recognition/ Accreditations:

1. WHO - GMP

2. GLP (Good Laboratory Practices)

3. ISO 9001:2015

4. ISO 14001:2015

5. ISO 45001:2018

6. DSIR approved R&D Center

TRANSFER OF SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT

During the year under review, in compliance with the provisions of sections 124 and 125 of the Act and Rules made thereunder the Company has transferred:

i. 3,063 equity shares of 33 (Thirty Three) members whose dividend has remained unclaimed / unpaid for a consecutive period of seven years to IEPF.

ii. Rs. 0.94 million being the unclaimed dividend, pertaining to the dividend for the financial year 2015-16 (Interim & Final) and 2016-17 (Interim) was transferred to IEPF after giving notice to the members to claim their unpaid / unclaimed dividend.

ANNUALRETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-

section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.hester.in

PARTICULAR OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure-5 to this report.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies(Accounts) Rules, 2014, is provided in Annexure-6 and forms part of this report.

GENERAL DISCLOSURES

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, to the extent the transactions took place on these items during the year.

Apart from what are mentioned in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by Bank. Your Directors also thank the Medical Professional, the Traders and Consumers for their patronage to the Company's products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels. The Directors also thank the Company's vendors, investors, business associates, Stock Exchanges, Government of India, State Governments and various departments and agencies for their support and co-operation. Your Directors appreciate and value the contribution made by every member of the Hester Biosciences.