Nureca Ltd

The Directors are pleased to present their 8^th (Eighth) Annual Report together with the audited financial statements of Nureca Limited ('Nureca'or'the Company¹) for the financial year ended March 31,2024.

The Company's financial performance for the year under review along with previous year's figures are given hereunder:

? in Millions

Financial performance of the Company is discussed in detail in the Management Discussion and Analysis, which forms a part of this report.

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.

Keeping in view the financial position of the Company, the Directors of your Company have not recommended any dividend for the Financial Year 2023-24.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board has approved and adopted a Dividend Distribution Policy, which is available on the website of the Company at weblink https://www.nureca.com/wp-content/ uploads/2021/06/Dividend%20Distribution%20Policv.pdf

There has been no change in the nature of business of the Company during the year.

Amount Proposed to be carried to Reserves No amount proposed to be transferred to General Reserves.

The Company follows Indian Accounting Standards ('IndAS') notified under Section 133 of the Companies Act, 2013 ('the Act¹) read with the Companies (Indian Accounting Standard Rules, 2015) as amended by the Companies (Indian Accounting Standards) Rules, 2016 and other relevant provisions of the Act to the extent applicable and accordingly, standalone and consolidated audited financial statements have been prepared in accordance with the recognition and measurement principles laid down in IndAS and the other accounting principles generally accepted in India.

A report on corporate governance together with the Certificate from M/s A. Arora & Co., a firm of Practicing Company Secretaries, confirming compliance with corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report.

Business Responsibility and Sustainability Report As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for Financial Year 2023-24 is attached as Annexure A and forms part of this Report and is also made available on the website of the Company at https://www.nureca.com/BRSR%20for%20 website.pdf? t=1718944597

There is no change in the Company's issued, subscribed and paid-up equity share capital during the year.

The Company have 2 wholly-owned subsidiaries in India, namely - Nureca Technologies Private Limited and Nureca Healthcare Private Limited and 1 wholly-owned subsidiary outside India in USA, namely - Nureca Inc. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (hereinafter referred as 'Act'), a statement containing salient features of financial statements of Subsidiary Companies in Form AOC-1 is attached to the Financial Statements. The separate financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours fora period of 21 days before the date of the Annual General Meeting (AGM). The Company will also make available

these documents upon request by any Member interested in obtaining the same. The separate audited/ unaudited financial statements in respect of each of the Subsidiary Companies are also available on the website of the Company www.nureca.com.

The Board of Directors of your Company has approved a policy for determining material subsidiaries. As on March 31, 2024, your Company does not have a material subsidiary. The Policy on material subsidiaries can be viewed on the Company's website at the following link: https://www.nureca.com/wp-content/uploads/2021/03/ Material-Subsidiarv.pdf

In accordance with the provisions of the Companies Act, 2013, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2023-24, together with the Auditors' Report forms part of this Annual Report.

Mr. Shrikant Uttam Tamhane tendered his resignation as an Independent Director of the Company with effect from May 26, 2023 on account of personal reason and other professional commitment. Further, Mr. Tamhane confirmed that apart from the above, there was no material reason for his resignation.

In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Rules made there under, Mr. Rajinder Sharma, Director retires by rotation and being eligible, has offered, himself for re-appointment.

At the last Annual General Meeting, held on July 20, 2023, the Members had approved the re-appointment of Mr. Saurabh Goyal as a Chairman and Managing Director of the Company for a period of three years with effect from Septembers, 2023.

The Company has a duly constituted Board with the prescribed composition of Independent Directors including Women Directors and Executive Directors as per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of the applicable provisions of the Companies Act 2013, Mr. Saurabh Goyal, Chairman & Managing Director, Mr. Aryan Goyal, Whole-time Director & Chief Executive Officer, Mr. Naresh Gupta, Chief Financial Officer and Ms. Chetna Anand, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company as on March 31,2024.

Mr. Nishant Garg, Chief Financial Officer tendered his resignation with effect from November 20, 2023 and subsequently, the Board has appointed Mr. Naresh Gupta as Chief Financial Officer of the Company with effect from November 20,2023.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees after seeking inputs from all the Directors and Members of relevant Committees.

The Board has also carried out performance evaluation of each Director based on the evaluation carried out by its Nomination and Remuneration Committee. The criteria for performance evaluation included composition and structure of the Board and its Committees, effectiveness of the Committees, knowledge of the Company's operations by the members, their participation at meetings including preparedness for issues for consideration, level of contribution in assessing and improving performance of the Company and interactions amongst themselves and with senior management. Adherence to Code of Conduct of the Company, fiduciary and statutory obligations, continuing maintenance of independence by independent Directors, etc. were also a part of the performance evaluation. The Board was satisfied with its composition and its diversified nature and that all Directors upheld the highest standards of integrity and probity, adhered to the Company's code of conduct, made constructive and effective contribution at meetings and generally carried out their responsibilities well in the interest of the Company and its stakeholders. A separate meeting of Independent Directors was held during the year to review the performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of other Directors.

The Company's Policy on Directors' appointment, remuneration and other matters namely Nomination and Remuneration Policy as provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at the web link - https://www.nureca. com/wp-content/uploads/2021/03/Nomination-and- Remuneration-Policv.pdf

The salient features of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and Officials comprising the Senior Management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The remuneration / compensation / commission etc., to the Directors, Key Managerial Personnel and Senior Managementare determined by the Nomination and Remuneration Committee and recommended to the Board for its approval. There is no change in the policy during Financial Year 2023-24.

Six Board meetings were held during the year as detailed in the Corporate Governance Report which forms a part of this Report.

The Audit Committee comprises of three Independent Directors, Ms. Charu Singh (Chairperson), Ms. Ruchita Agarwal (Member) and Dr. Vikram Chaudhery (Member). The composition, powers and duties of the Committee is detailed out in the Corporate Governance Report which forms a part of this Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

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

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

b) they have 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 as at March 31,2024and of the profits ofthe Company for the year ended on that date;

c) they have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

During the year under review, the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company. Accordingly, the Company has not spent any amount on CSR activities during the year. However, during FY 2022-23, the Company has spent an amount of ? 175.21 Lakhs on CSR activities (against the statutory requirement of ?87.72 Lakhs), thereby creating a CSR asset of ?87.12 Lakhs.

During the year, an amount of ?53.90 Lakhs has been write-off from the CSR asset in accordance with the applicable accounting standards. As on March 31,2024, CSR Asset stood at ?33.23 Lakhs which will be set-off/write-off in accordance with the provisions ofthe Companies Act, 2013 and applicable accounting standards.

The information as per Section 197 ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure B, which forms a part of this report.

In terms of first proviso to Section 136 ofthe Companies Act, 2013, this report and the financial statements are being sent to the Members and others entitled thereto, excluding the information on employees' particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days ofthe Company up to the date ofthe ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at cs@nureca.com.

Internal financial control systems and their adequacy The Company has adequate financial controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms a part of this report.

B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022) was appointed as the Statutory Auditors ofthe Company, at the Annual General Meeting held on October 30, 2020, for a period of five years. The Report given by the Auditors on the financial statements ofthe Company is part ofthe Annual Report.

Auditors' Report to the Members of the Company, for the year under review, does not contain any qualification.

During the financial year under review, the Statutory Auditors have not reported any fraud under sub section (12) of Section 143 ofthe Companies Act, 2013.

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Co., a firm of Company Secretaries in practice, were

appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of the Company for Financial Year 2023-24. The Secretarial Audit Report, for the year under review, does not contain any qualification and is attached as AnnexureC.

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges within stipulated timeline.

There are no cost records which are prescribed under Section 148(1) of the Companies Act, 2013 for any of the product of the Company.

No material changes have occurred or commitments made after March 31,2024, which may affect the financial position of the Company or require disclosure.

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts orTribunals during the year which may impact the going concern status of the Company or its operations in future. Further, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Particulars of loans, guarantees and investments The particulars of loans and investments have been disclosed in the financial statements.

Transactions with Related Parties All related party transactions that were entered into during the financial year were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions with related parties were reviewed and approved by the Audit Committee.

The Policy for consideration and approval of Related Party Transactions is available on the website of the Company at weblink - https://www.nureca.com/wp-content/ uploads/2021/07/Policv%20for%20consideration%20 and%20approval%20of%20related%2Qpartv%20 transactions%20effective%20from%20April%2001%2C%20 2022.pdf? t=1646311307

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed asAnnexureD.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 ofthe Companies (Managementand Administration) Rules, 2014, the Annual Return ofthe Company is available on the website of the Company at the web link : https:// www.nureca.com/Form MGT 7 2024forwebsite.pdf? t=1718447244

During theyear under review, the Company has notaccepted any deposit under Chapter V of Companies Act, 2013.

Vigil Mechanism/ Whistle Blower Policy The Company has a vigil mechanism through Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details ofthe Policy is explained in the Corporate Governance Report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees is available on the website of the Company at web link - https://www.nureca.com/ wp-content/uploads/2021/03/Whistle-Blower-Policv.pdf

Familiarization Programme for Independent Directors The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, business model ofthe Company and related matters are available on the website of the Company at web link : https://www.nureca.com/wp-content/uploads/2024/03/ Familarization-proaramme-2024-1.pdf

Compliance with Secretarial Standards The Company is in Compliance with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has made the Anti Sexual Harassment Policy under above referred Act for all individuals working for Nureca at all levels and grades, including senior executives, officers, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, staff, casual workers, interns. The Company has not received any complaint of sexual harassment during the year.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is attached as Annexure E.

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Board has constituted a Risk Management Committee (RMC) comprising two Independent Directors and two Executive Directors.

The Company has adopted a formal Risk Management Policy based on the recommendations of RMC. The Policy sets out key risk areas - financial risks (including risk to assets), commodity price risks, foreign exchange fluctuation risks, legislative and regulatory risks. Operational risks: Market, Production and Technology, IT risks including cyber security,

risks arising from employment and manpower. The Chief Executive Officer identifies and proposes action in respect of all risks through his management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then reports to RMC for its review and guidance.

Your Directors would like to express their sincere and grateful appreciation for the assistance and cooperation and also thank the shareholders for the confidence reposed by them in the Company and looking forward to their valuable support in the future plans of the Company. Your Directors also thank its agents, the medical professionals and its customers for their continued patronage to the Company's products.

For and on behalf of the Board of Directors of Nureca Limited