Jagsonpal Pharmaceuticals Ltd

Dear Members,

The Board of Directors are pleased to present the 44^th Annual Report, together with the audited financial statements for the financial year ended March 31, 2023.

The financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the 'Act') including Accounting Standards as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2023, are summarised below:

(Rs. in Millions)

Financial year 2022-23 was a milestone year for the Company marked by onboarding of Infinity Holdings as a joint promoter followed by broad-basing of board for strategic direction. The year saw significant changes being undertaken with focus on strengthening the foundation for brighter future of the organisation. The Company performed in-line with the industry during the financial year and delivered a 8.8 % growth.

During FY2023, the Company's revenue stood at Rs.2,367.1 Million as against Rs.2,175.8 Million. The Company posted an Operational EBITDA of Rs.433.7 Million in FY2023 as against Rs.250.3 Million in FY2022. EBITDA margin during the year stood at 18.3 % up by 680 bps over previous year.

Few highlights for FY2023 are:

1. Dydrogesterone, launched in August - 2021, emerges as the largest brand within 18 months of launch

2. The Company transited to C&F distribution model for cost and efficiencies with minimal disturbance

3. Strengthened IT systems & process for better control

4. Strengthened organisation structure for future growth

Management's Discussion and Analysis Report, which forms part of the Board's Report details the Company's operational and financial performance for the year.

Based on Company's performance, the Board of Directors has recommended a dividend of Rs.5/- per equity share (100%) of face value of Rs.5/- each for the financial year ended March 31, 2023. Dividend Payout has been determined in accordance with Dividend Distribution Policy formulated as stipulated under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') which is available on the Company's website and can be accessed at www.jagsonpal.com.

During the year under review, the Company has not made any transfer to the Reserves.

As on March 31, 2023, the Authorised Share Capital of the Company is Rs.250,000,000/- divided into 3,00,00,000 Equity Shares of Rs.5/- each with voting rights 2,00,00,000 Equity Shares of Rs.5/- each with differential voting rights.

The issued, subscribed and paid-up equity capital of the Company as on March 31, 2023, was Rs.130,990,000/- divided into 2,61,98,000 equity shares of Rs.5/- each.

There were no changes to the Authorised, Subscribed and Issued Capital during the year.

As on March 31, 2023, the Board comprises of 6 (Six) Directors out of which 1 (one) Director is Executive, 2 (Two) Directors are Non-Executive Non-Independent and 3 (Three) Directors are Non-Executive Independent which include 2 (Two) Women Independent Directors. All Directors along bring extensive experience in their respective fields. The Chairman of the Board is Mr. Harsha Raghavan, Non-Executive Non-Independent Director of the Company.

o Mr. Mammen Mathew (DIN: 00425579), Independent Director, Dr. Ashok Kumar Pati (DIN:08661819), Independent Director, Capt. Bharat Sinh (DIN: 00347364), Independent Director, Mrs. Jasbir Kaur Kochhar (DIN: 01460798), Non- Executive Women Director and Dr. Ishpal Singh Ghai (DIN:06551659), Independent Director resigned from the Directorship of the Company w.e.f. June 29, 2022.

o Mr. Rajpal Singh Kochhar (DIN:00059492), Chairman and Managing Director resigned from the Directorship of the Company on July 16, 2022.

o Mr. Harsha Raghavan (DIN:01761512) and

Mr. Prithipal Singh Kochhar (DIN:01052194) were appointed as Additional Directors (Non-Executive Non-Independent) of the Company on June 29, 2022 to hold office up to conclusion of the 43^rd AGM held on September 14, 2022. Their appointments were approved by the shareholders at the AGM held on September 14, 2022.

o Mr. Debasis Bikash Nandy (DIN:06368365),

Ms. Radhika Madhukar Dudhat (DIN:00016712) and Ms. Pallavi Dinodia Gupta (DIN:06566637) were appointed as Additional Directors (Non-Executive Independent Director) of the Company on June 29, 2022 to hold office up to conclusion of the 43^rd AGM held on September 14, 2022. Their appointments were approved by the shareholders at the AGM held on September 14, 2022.

o Mr. Manish Gupta (DIN:06805265) was appointed as the Managing Director of the Company on July 16, 2022 to hold office up to conclusion of the 43^rd AGM held on September 14, 2022. His appointment was approved by the shareholders at the AGM held on September 14, 2022.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors' Databank.

During the year under review,

Mr. Rajpal Singh Kochhar Chairman and Managing Director resigned from the Directorship of the Company on July 16, 2022. Mr. Manish Gupta was appointed as the Managing Director on July 16, 2022.

Ms. Nandita Singh resigned as Company Secretary and Compliance Officer on December 31, 2022. Mr. Abhishek Joshi was appointed as Company Secretary and Compliance Officer on February 13, 2023.

As on March 31, 2023, Mr. Manish Gupta, Managing Director, Mr. S V Subha Rao, Chief Financial Officer and Mr. Abhishek Joshi, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Prithipal Singh Kochhar, Director of the Company, retire by rotation at the ensuing AGM. The Board of Directors has recommended his reappointment.

During the previous financial year, on February 21, 2022, the promoters of the Company (being Aresko Progressive Private Limited (acting in capacity as a trustee of the Aresko Progressive Trust and as the representative partner of J&P Investments Partnership) (“Seller”) and Mr. Rajpal Singh Kochhar) had entered into a Share Purchase Agreement (“SPA”) with Infinity Holdings (“Acquirer”) together with Persons Acting in Concert with the Acquirer being Infinity Holdings Sidecar I and Infinity Consumer Holdings (referred to as the “Acquirer Group” or “Purchasers”) for the proposed acquisition by the Acquirer Group from the Seller of 11,455,500 (One Crore Fourteen Lakhs Fifty Five Thousand Five Hundred) equity shares (“Sale Shares”) of the Company, constituting 43.73% of the Voting Share Capital of the Company ("Transaction”).

The Acquirer group made an Open Offer as required under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the public shareholders of the Company which saw no subscription.

On June 27, 2022, on completion of the Open Offer process, the transaction under the SPA was consummated wherein Infinity Holdings, Infinity Holdings Sidecar I and Infinity Consumer Holdings together acquired 43.73% shareholding in the Company and became joint promoters. The Kochhar family continues to own 24.99% in the Company.

During the year under review, at the Annual General Meeting held on September 14, 2022, M/s. Walker Chandiok & Co LLP, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 5 years till conclusion of the 48^th Annual General Meeting in place of M/s. H.L. Bansal & Co, Chartered Accountants, whose term of five years ended in the Annual General Meeting held on September 14, 2022.

The Independent Auditors' Report on Financial Statements for the year ended March 31, 2023, which forms part of this Annual Report, does not contain any qualifications, observations or adverse remarks.

Pursuant to provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s. Mukesh Arora & Co., Practicing Company Secretary (Certificate of Practice No: 4405) as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31, 2023.

The Secretarial Audit Report issued in Form No. MR-3 is attached as ''Annexure 3" to this Board's Report.

The Secretarial Audit Report of the Company does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R. Krishnan as Cost Auditor of the Com pany for the financial year 2022-23. The remuneration of the cost auditor was approved by the members in the 43^rd Annual General Meeting. The Cost Audit Report for the financial year ended March 31, 2023, would be filed within the due date prescribed by law.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

M/s. S S Kothari Mehta & Company, Chartered Accountants, are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

The Company has in place adequate framework for Internal Financial Controls as required under Section 134 of the Act. During the year under review, such controls were tested and there were no material weaknesses in their design or operations.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as 'Annexure 1' forming part of this report.

The statement containing particulars of employees as required to be disclosed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as 'Annexure 2' forming part of this report except the report as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said report is open for inspection at the Corporate Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@jagsonpal.com

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the draft Annual Return as on March 31, 2023 on its website at www.jagsonpal.com.

The Corporate Social Responsibility Committee com prises of Ms. Radhika Madhukar Dudhat, Independent Director as the Chairperson, Ms. Pallavi Dinodia Gupta, Independent Director and Mr. Manish Gupta, Managing Director as the Members. Your Company has formulated a policy on CSR and the same can be accessed https://www.jagsonpal. com/about-3-1

The detailed Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as 'Annexure 4' to this Board's Report.

Pursuant to provisions of Schedule IV of the Act and rules made thereunder and provisions of Listing Regulations, the Company has formulated a policy called 'Nomination and Remuneration Policy' (the 'Policy') for performance evaluation of the Board, its Committees, Chairman of the Board, and other individual Directors (including Independent Directors). Based on the criteria mentioned in the Policy, your Company has prepared a questionnaire to carry out the performance evaluation. The Nomination and Remuneration Committee (hereinafter referred to as "NRC”) and the Board carried out annual performance evaluation of the Board, its Committees, Chairman of the Board, and Individual Directors (including Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Non-independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Act, and the same can be accessed at https://www.jagsonpal.com/investor-relations

During the year under review, 8 (Eight) Board Meetings were held on May 13, 2022, May 30, 2022, June 20, 2022, June 29, 2022, July 16, 2022, August 09, 2022, November 09, 2022 and February 08, 2023. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.

During the year under review, a meeting of Independent Directors was held on March 20, 2023 wherein the performance of the Non-Independent Directors, the Chairman and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings and

attendance at the Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

Pursuant to provisions of the Section 177(9) of the Act and the Listing Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy to attend the genuine concerns expressed by the Employees, Directors and other Stakeholders. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co- employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company and the same can be accessed at www.jagsonpal.com.

The Company as an organisation is committed to provide a healthy environment to all its employees and thus, does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by a female employee of the Company. No complaints of sexual harassment were received during the financial year 2022-2023.

As on March 31, 2023 the Company does not have any subsidiary/joint venture/associate companies within the meaning of Act.

Pursuant to Section 186 of the Act, and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

All the transactions entered with related parties for the year under review were in the ordinary course of the business and on arm's length basis.

There were no material contracts/arrangements/ transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in the line with the amended Listing Regulations and the same can be accessed at www.jagsonpal.com.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. Mukesh Arora & Co., Practicing Company Secretary and Secretarial Auditors of the Company, confirming compliance of Corporate Governance for the year ended March 31, 2023 is provided separately and forms part of the Annual Report.

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Company's performance, future outlook, opportunities and threats for the year ended March 31, 2023, is provided separately and forms part of the Annual Report.

Business Responsibility and Sustainability Report of the Company for the financial year 2022-23 forms a part of the Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

a In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

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

d the annual financial statements for the year ended March 31, 2023 are prepared on a going concern basis;

e the internal financial controls to be followed by the Company and that such systems are adequate and are operating effectively; and

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

In line with SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC) Composition of RMC is provided in the Corporate Governance Report, which forms part of the Annual Report.

RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. Your Company has a risk management framework for identifying and managing risks and the Company has formulated a Risk Management Policy. Additional details are provided in the 'Management Discussion and Analysis' Report provided in a separately forms part of the Annual Report.

During the year under review, Company rolled out 'Jagsonpal Pharmaceuticals Limited ESOP 2022' effective from August 9, 2022.

The details as required to be disclosed under Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is attached as 'Annexure 5' forming part of the annual report.

The Scheme is in compliance with applicable regulations and a certificate from M/s. Mukesh Arora & Co., Practicing Company Secretaries and Secretarial Auditor of the Company confirming that the scheme(s) has been implemented in accordance with the SEBI SBEBS and in accordance with the resolution of the Company in the General Meeting.

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules, 2016 ('the Rules') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further the corresponding shares will be transferred as per the requirement of the IEPF rules.

During the year under review, there has been no change in the nature of business of the Company.

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year 2022-23 and the date of this report.

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

During the year under review:

o No frauds were reported by the Auditors as specified

under Section 143 of the Companies Act, 2013.

o The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

o The Company has followed the applicable Secretarial Standards i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to 'Meetings of Board of Directors' and 'General Meetings' respectively.

o The Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

o There was no instance of onetime settlement with any Bank or Financial Institution.

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, stockist, channel partners and other associated with it as its trading partners.

The Board also take this opportunity to thank all Stakeholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors