Kopran Ltd

Dear Members,

Your Directors have pleasure in presenting their 64^th Annual Report together with the Audited Financial Statements for the financial year ended on March 31,2023. The Consolidated performance of the Company & its subsidiaries has been referred to where ever required.

1. FINANCIAL PERFORMANCE

(' in Lacs)

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Act") read with the relevant rules and generally accepted accounting principles in India.

2. OPERATIONS OF THE COMPANY Standalone Performance

Standalone Total Revenue was ' 28,918 Lacs, increased by 36.05% over the previous year's figures of ' 21,255 Lacs. Profit before tax was ' 3,692 Lacs, increased by 128.47% over the previous year's figures of ' 1,616 Lacs. Total Comprehensive Income was ' 3,133 Lacs, increased by 163.72 % over the previous year's figures of ' 1,188 Lacs.

Consolidated Performance

Consolidated Total Revenue was ' 55,405 Lacs increased by 13.50% over the previous year's figures of ' 48,813 Lacs. Profit before tax was ' 3,607 Lacs, decreased by 55.89% over the previous year's figures of ' 8,178 Lacs. Total Comprehensive Income was ' 2,754 Lacs, decreased by 54.96 % over the previous year's figures of ' 6,115 Lacs.

Operations of the Company & its Subsidiary

(' In Lacs)

*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was ' 27,309 Lacs as compared to ' 20,452 Lacs in the previous year, higher by 33.53%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company's turnover was ' 32,445 Lacs as compared to ' 27,944 Lacs in the previous year, higher by 16.11%.

3. DIVIDEND

The Directors of your Company recommend a Final dividend of ' 3.00 (30%) per Equity share (previous year '3.00 per Equity share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using the following link: http://kopran.com/investors/policy/

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31,2023 was ' 48.21 Crs.

During the year under review, the Company has not issued any:

b) sweat equity shares

During the year under review the Board had approved ‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan")

to create and grant from time to time, in one or more tranches, not exceeding 4,75,000 (Four Lakh Seventy Five Thousand Only) "Stock Option(s)" of face value of ' 10/- (Rupees Ten) each fully paid-up, to or for the benefit of such eligible person(s) as designated by the Company and/or subsidiary company, within the meaning of the Plan, where one employee stock Option would convert in to one equity share upon exercise, on such terms and in such manner as the Board may decide. The Members have approved the ‘Kopran Employee Stock Option Plan 2023' ("ESOP 2023"/ "Plan") via postal ballot on May 22, 2023.

5. PROCEEDS FROM PREFERENTIAL ISSUE

The Company has raised ' 126.48 Crs on the Preferential Issue of the equity shares in 2020-21 under SEBI ICDR Regulations. The utilisation of funds raised have been mentioned hereunder:

(' In Lacs)

There has been no deviation in the use of proceeds of the Preferential Issue from the objects stated in the Offer document as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the usage & application of proceeds of the funds raised from Preferential Issue and also intimate the Stock Exchange(s) on a quarterly basis, as applicable.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure A of this Report.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the Salient features of their financial summary is provided in Annexure B of this Report.

The Financials of the Subsidiaries are placed on the website of the Company https://www.kopran.com/investors/ financials/ any Shareholders interested in obtaining a copy of the Financial Statements of the Subsidiary companies may write to the Company Secretary at the Company's registered office.

8. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.Varun Somani (DIN: 00015384), Non-executive Director of the Company, is due to retire by rotation at the ensuing 64^th Annual General Meeting and being eligible, has offered himself for re-appointment.

Composition and other details of Board of Directors on March 31,2023 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended March 31,2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C. The total CSR spend during 2022-23 is ' 40 Lacs. As per the CSR Rules, the Company is mandated to spend ' 39.98 Lacs. The CSR policy is available on the Company's website on http://kopran. com/investors/policy/

10. MEETINGS OF THE BOARD

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

11. BOARD AND COMMITTEE EVALUATION

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support to the Management outside Board/Committee Meetings.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

12. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and minimisation of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Company's Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the increasing size and complexity of the business operations, the Company is exposed to various risks emanating from frauds.

13. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link http://kopran.com/investors/policy/

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

14. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from M/s PP Singh & Co, Practicing Company Secretary (Membership No. F11584, COP No. 15570), is provided in Annexure D, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are operating effectively and adequately.

15. LOANS, GUARANTEE OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 63^rd AGM to the conclusion of 68^th AGM. The payments made to Auditors are given in the Report on Corporate Governance provided in Annexure D.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in the Report.

The notes to the financial statements are self-explanatory and do not call for any further comments.

b) Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, Ms. PP Singh & CO, Practicing Company Secretary (Membership No. F11584, COP No.15570) were appointed as Secretarial Auditors of the Company for the financial year 2022-23. M/S. PP Singh & CO, Practicing Company Secretary has issued the Secretarial Audit Report for financial year 2022-23 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended March 31,2023 do not contain any qualification, reservation or adverse remark.

The Board has appointed Ms Mayuri Thakkar, Practicing Company Secretary having Membership No. F12337 (COP No. 26189, Peer Review Certificate no. 2858/2022) as Secretarial Auditors for the financial year 2023-24.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

i. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2023 and of the profit of the Company for that period;

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

iv. They have prepared the Annual Accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://kopran.com/investors/communication/

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors, forms part of this Annual Report and is annexed herewith as Annexure H. The same is also disclosed on the Company's website: https://www.kopran.com/investors/financials/

22. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

23. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or 'Whistle Blower Policy' for directors of employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. The same is also disclosed on company's website: http://www.kopran.com/investors/policy/pdf/Whistle%20 Blower%20Policy.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

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

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2022-23, no complaints were received.

25. OTHER DISCLOSURES/REPORTING

The Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

26. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors