Syncom Formulations (India) Ltd

ANALYSIS

To,

The Members of,

Syncom Formulations (India) Limited

The Directors presenting their 36thAnnual Report together with the Audited Consolidated and Standalone Financial Statements of

Syncom Formulations (India) Limited ("the Company"or "Syncom") for the year ended 31st March, 2024.

Total income for the year was Rs. 27,146.02 Lakhs as compared to Rs. 23,925.34 Lakhs in the previous year;

Net sales for the year was Rs. 25,835.96 Lakhs as compared to Rs. 22,464.39 Lakhs in the previous year;

Pro t before tax for the year was Rs.3176.00 Lakhs as compared to Rs. 2,656.65 Lakhs in the previous year; and

Pro t after tax for the year was Rs. 2362.32 Lakhs as compared to Rs. 2007.07 Lakhs in the previous year.

In view to conserve resources, the Board has not recommended any dividend on Equity shares for the Financial Year 2023-24. (Previous year 2022-23 : NIL)

Your company was categorized as Top 1000 Company by the BSE Ltd., based on the market capitalization as at 31st March, 2022, therefore as per Regulation 43A of the SEBI (LODR) Regulations, 2015 ("Listing Regulations"), the top 1000 listed companies were required to formulate the dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholders and/or retaining pro ts earned by the Company and the company as a good corporate Governance practice has continued to host the same on the Website of the Company.The policy is available on the website of the Company at the web link https://syncomformulations.com/s l/wp-content/uploads/2022/12/10Dividend-Distribution-Policy.pdf

The paid up Capital Capital of Syncom as on 31st March, 2024 was Rs. 94,00,00,000 divided into 94,00,00,000 equity shares of Re. 1/- each and the entire existing equity shares of the company is listed with BSE Ltd and National Stock Exchange of India Ltd. During the year under review, Syncom has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

During the year under review there was no change in the capital structure of the Company, and no further listing of shares was required on any stock Exchange.

Your Board of Directors at their meeting held on 18th December, 2020 has approved the matter related to expansion of the business activity of the company by increasing the overall production capacity of Injectable capacity from 200.00 Lakhs to 300.00 Lakhs per annum and to modernize the Tablet Department within an overall cost of Rs. 4031.50 Lakhs which was funded by the issuance of fresh share capital to meet the overall cost of the project. The details of the expansion project and utilization of the funds are given the Corporate Governance Report annexed to the Board Report.

Further, the company in order to keep the stakeholder of the company updated had vide various disclosures submitted to the Stock Exchanges under Regulation 30 of SEBI (LODR) Regulations, 2015 and had announced that Commercial Trial Production was commenced started from 21st August, 2023.

There is no change in control and nature of business activities during the period under review.

During the year under review your company does not proposes propose to transfer any amount to the general reserves or any other reserves. (Previous year: NIL).

The total accumulated reserves of the Company at the nancial year ending 31st March, 2024 were Rs. 19245.18 Lakhs as compared to the previous nancial year Rs. 16201.47 Lakhs.

Cash and cash equivalent as at 31st March, 2024 was Rs. 6335.05 Lakhs as compared to Rs. 82.70 Lakhs in previous year. Syncom continues to focus on proper management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility and Sustainability Reporting

(BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.The BRSR forms part of the Annual Report and can also beaccessed on the Company's website at the h t t p s : / / s y n c o m f o r m u l a t i o n s . c o m / s l / w p -content/uploads/2024/09/BRSR-FINAL-SIGNED-23-24.pdf

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividend for a continuous period exceeding 7 years are required to be transferred by the company to the IEPF established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more are also required to be transferred to the D-mat account of the IEPF Authority.

Accordingly, Syncom has transferred the unclaimed and unpaid dividends of Rs. 3,21,985.70/- and has also transferred corresponding 6,54,648 equity shares of Re.1/- each for the F.Y. 2015-16to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed from the year 2016-17 onwards in the Company have been given in the Corporate Governance Report attached with the annual report of the Company and also hosted at the website of the Company.

The details relating to deposits, covered under Chapter V of the Act (a) Accepted during the year : Nil (b) Remained unpaid or unclaimed as at the end of the year : Nil (c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved : Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act : The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the nancial year.

Your company has not given any guarantee or provided any security to the other business entity during the nancial year. 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 provided in this Annual Report.

The investment and loan made by the company are within the powers of the Board of directors as speci ed under the provisions of section 186 the Companies Act, 2013 and are given in the notes to the Financial Statements provided in this Annual Report.

The Indian pharmaceutical industry has emerged as a global leader in research and innovation driven by a combination of robust scienti c and technological base, strong domestic market and cost competitive manufacturing.

India is ranked 3rd worldwide in the production of pharmaceutical products by volume and 14th by value. India is one of the largest producer of generic medicines globally with about 20% share in global supply by volume and is also leading vaccine manufacturer with a global market share of about 60%.

Indian pharmaceutical industry bene ts from cost competitiveness driven by backward integration, lower labour cost, economies of scale and ef cient manufacturing processes. These cost advantages enables Indian pharmaceutical industry to provide competitively priced products both in the domestic and global market. The scale and diversity of the Indian pharmaceutical industry enable it to cater to diverse needs and maneuver through market turbulences effectively.

The contribution of the pharmaceutical industry to the country's economy is also immense. Apart from large employment generation, either directly or indirectly, this industry also contributes signi cantly to the country's GDP. The Indian pharmaceutical industry growth will be driven by R&D capabilities, cost ef ciencies, huge talent pool of scientists and new opportunities in the emerging global economies. The Indian pharmaceutical industry is expected to out-perform the global pharmaceutical industry and emerge as one of the leading pharmaceutical industry globally by absolute value.

However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in emerging economies including India, currency uctuations, geo-political con icts, regulatory issues, government mandated price control, in ation and resultant all round increase in input costs are a few causes of concern.

During the year under report, there was no change in the nature of Company's business.

The following segments are identi ed by the Company:

1) Manufacturing and dealing in Pharmaceutical Drug and & Formulations;

2) Trading of Commodities;

3) Renting of Properties.

The Segment wise performance is given in Note 42 to the Audited Financial Statement.

The pharmaceutical industry is responsible for the research, development, manufacturing and distribution of medications. The pharmaceutical industry product landscape has since changed. New molecules such as cell and gene-therapy and MRNA have increased in the drug development pipeline. This change is likely to bring newer technologies, supply chain and unique product life cycle. Now out of crippling effect of pandemic, the pharmaceutical industry is estimated to grow to about US $ 2.4 trillion by 2030.

Pharmaceutical industry is one of the top performing industries globally. The new medications are being constantly developed, approved and marketed resulting in signi cant market growth. The other market growth drivers for the industry include the ageing population as seniors use more medicines per capita and rise in the prevalence and treatment of chronic diseases due to lifestyle changes. Oncology, immunology and neurology are the fastest growing therapy segments. The biologics market is also growing at a signi cant rate in the therapy areas such as oncology, diabetes and auto-immune diseases. Though the pharmaceuticals industry is developing at a rapid pace, the growth won't come easily for this industry that is heavily in uenced by the healthcare reforms, cost pressure, economic and geo-political uidity, pricing regime, increased competition and challenging regulatory landscape with increased scrutiny.

The pharmaceutical industry is one of the world's fastest growing industries and among the biggest contributors to the GDP and employment. The company is trying to take advantage of this market by investment in a new units dedicated to Injectables and Critical Care Division and many more which will allows us to cater to new geographies and generate better revenue. Thus we are hoping for a brighter future ahead.

Risks are intrinsic to our business as we are operating in a complex, demanding and changing global landscape. The company does not perceive any extra-ordinary risks or concerns other than those that are common to the industry such as currency uctuation, changing regulatory framework, raw material unavailability, supply chain disruption, cyber and data security along with dynamic economic and political scenarios.

This initiative involved and positively engaged all levels of personnel on the plant and the Company's business. With regard to employee's safety, two key areas of focus identi ed were Facility Management for the employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for the employees such as washrooms with bathing facilities, rest rooms, availability of drinking water canteen etc. The Equipment, Tools & Material Management program ensured that the tools used by the employee were safe. The process of screening of contractors was made more stringent to ensure that the employees were aligned with the Company's objectives to ensure ‘Zero Harm'.

Syncom has always acknowledged importance of its human capital and fundamental sources of its success. Many initiatives have been taken to support business through organizational ef ciency, process change support and various employee engagement programmers' which has helped the Organization achieve higher productivity levels. A signi cant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Syncom's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus: Quality: Talent with respect to the competence and compatibility according to the need of the company and focus to improve the same with correct knowledge for the bene ts of both the parties.

Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has signi cantly arrested the attrition rate.

Gender Equality: Syncom as a company has a policy to promote Gender Equality We hire female employees and mentor and groom them to take higher managerial positions. We also encourage our female employee to have a good work life balance.

Details of Signi cant Changes in the Key Financial Ratio is provided in Note 50 of the Financial Statement. Further, Return on Net worth for the current year is 11% (previous year was 8.61 and the reason for such change is increase in net worth is due to increase in paid up share capital, etc.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Statement showing the number of complaints led and the number of complaints pending as on the end of the nancial year is shown as under: -

Nil Nil Nil Harassment

The management of Syncom endeavor efforts to provide safe environment for the female employees of the company.

In view of the pro t of Syncom during immediately three nancial years, Syncom is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Syncom has undertaken activities in the areas of Education and Health as covered in the Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure- A" and the CSR policy is available at the website of the Company at www.s l.in.The Board con rms that the Company has obtained the responsibility statement of the CSR Committee on the implementation and monitoring of the CSR Policy during the year as enclosed to the Board Report.

Syncom has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identi ed by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee, Risk management Committee and the Board of Directors of Syncom.

Syncom has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Risk Management Committee of the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Signi cant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Further, the Board of Syncom has formulated a Risk Management Policy as required under SEBI Listing Regulations and the copy of the same is available at the website of the Company at in Risk-Management-Policy.pdf (syncomformulations.com)

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any nancial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company's website at the www.s l.in and the same is being attached with this Report as "Annexure-B".

All the employees have the right/option to report their concern/ grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated of cer under the Vigil Mechanism.

During the Year your Company has 3 (three) wholly owned subsidiary companies namely;

Highlight on performance of the Wholly-owned Subsidiary is provided in "Form AOC-1" is attached here with as "Annexure-C".

Further, the company is not having Associate or Joint Venture companies during or at the end of the nancial year 31stMarch, 2024.

During the year, the Company has incorporated 3 (three) wholly owned subsidiaries, a requirement to provide the Consolidated Financial Statements for the nancial year 2023-24.

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility are being given with the notice of the Meeting.

The Company has received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 con rming that they meet the criteria of Independence as per Regulation 16(1)(b) the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.In the Opinion of the Board, all the Independent Directors ful lls the criteria of the independency as required under the Companies Act, 2013 and the

SEBI (LODR) Regulations, 2015 and all the Independent Directors have registered themselves with the Directors database maintained with IICA.

Appointment/re-appointment of Director during the period under review: During the period under review, the company has appointed/reappointed following Directors of the company:-

1) Cessation of of ce of Shri Vinod Kumar Kabra (DIN:01816189), Shri Krishna Das Neema (DIN:02294270) and Shri Praveen Jindal (DIN:05327830), as the Independent Directors of the Company w.e.f. March 31, 2024 due to completion of their second term of 5 (Five) consecutive Years.

2) Appointment of Shri Ritesh Kumar Lunkad (DIN:10275445) and Shri Ankit Jain (DIN:05341403) as Non-Executive Additional Directors in the category of Independent Directors of the Company w.e.f. 14th August, 2023 for a First Term of 5( ve) consecutive years till 13th August, 2028 which was further con rmed by the members at their 35th Annual General Meeting held on 26th September, 2023.

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held on 14th August, 2023 has appointed Shri Ritesh Kumar Lunkad (DIN:10275445) and Shri Ankit Jain (DIN:05341403)as Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that all the Independent Directors so appointed by the Board carryintegrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

Shri Vijay Shankarlal Bankda (DIN: 00023027) the Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in Item No. 2 of the Notice of the 36th Annual General Meeting.

In the ensuing Annual General Meeting, your Directors are proposing the re-appointment/con rmation of the following Directors:-

1) Shri Kedarmal Shankarlal Bankda (DIN:00023050) is proposed for re-appointment as the Executive Chairman/Whole-time Director and to approve the remuneration payable to him w.e.f. 2nd May, 2025 for a term of 2 (two) years upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth coming 36ththAnnual General Meeting your Board recommend to pass necessary special resolution as set out in the notice of the 36thAnnual General Meeting.

2) Shri Vijay Shankarlal Bankda (DIN:00023027) is proposed for reappointment as the Executive Managing Director and to approve the remuneration payable to him w.e.f. 29th Nov., 2024 for a term of

2 (two) years upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth coming 36th Annual General Meeting your Board recommend to pass necessary special resolution as set out in the notice of the 36th Annual General Meeting.

SYNCOM is having 5(Five) Key Managerial Personnel's viz. Shri Kedarmal Shankarlal Bankda, Chairman & Whole-time Director; Shri Vijay Shankarlal Bankda, Managing Director; Smt. Rinki Ankit Bankda, Whole-time Director; Shri Ankit Kedarmal Bankda, Chief Financial Of cerand CS Vaishali Agrawal, Company Secretaryand Compliance Of cer are functioning as the Key Managerial Personnel's under section 203 of the Companies Act, 2013.

There were no changes in the Key Managerial Personnel during the period under review year. However CS Prachi Jain, Company Secretary and& Compliance Of cer and KMP of the company had resigned w.e.f. 2nd May, 2023 and CS Vaishali Agrawal was appointed as the Company Secretary & Compliance Of cer and KMP of the Company w.e.f. 3rd May, 2023.

Other than that, there was no change in the Key Managerial Personnel during the year.

At the closure of the Financial Year, SYNCOM is was having total 6 (Six) directors in the Board including 3 (three) independent directors including 1(One) Woman Independent Director and is in compliance of the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as applicable to the Company. Shri Kedarmal Shankarlal Bankda is the Promoter and Executive Chairman of the Board.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are con rmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Meetings of the Board and Committee are held at the Corporate Of ce at Indore (M.P.). The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors/members to take an informed decision.

The Board met 5( ve) times in nancial year 2023-24 viz., on 2ndMay, 2023; 29th May, 2023;14th August, 2023;8th November 2023;and 14th February,2024. The maximum interval between any two meetings did not exceed 120 days. The Company has complied with all the requirements of the Secretarial Standard-1 in respect of the Board and the Committee Meetings.

The de nition of ‘Independence' of Directors is derived from SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. Based on the con rmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, Shri Krishna Das Neema, Shri Praveen Jindal and ,ShriVinod Kumar Kabraand Smt. Ruchi Jindalare the Non-Executive and Independent Directors in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013 till 31st March, 2024 and Shri Ritesh Kumar Lunkad, and Shri Ankit Jain and Smt. Ruchi Jindal are the Non-Executive and Independent Director (s) in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013thereafter for a term of ve (5) years.

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are quali ed to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP's and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at www.s l.in and the same are also covered in Corporate Governance Report forming part of this annual report.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. that in the preparation of the annual nancial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 and& 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the pro t of the Company for the year ended on that date;

c. that proper and suf cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual nancial statements have been prepared on a going concern basis;

e. that proper internal nancial controls were in place and that the nancial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

During the year under review, the Board has the 7 (Seven) Committees, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as follows: (a) Audit Committee; (b) CSR Committee; (c) Nomination and Remuneration Committee ; (d) Stakeholders' Relationship Committee ; (e) Risk Management Committee; (f) Corporate Compliance Committee; (g) Internal Complaint Committee on the Sexual Harassment of women at work place.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report and placed on the website at www.s l.in.

All related party transactions that were entered during the nancial year were on an arm's length basis and were in the ordinary course of business. There are no materially signi cant related party transactions made by Syncom with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential con ict with the interest of Syncom. Therefore, there is no requirement to furnish any details in the Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and also reviewed the same periodically also the Board for their consideration on a quarterly basis.

The Company has formulated Related Party Transactions Policy, Standard Operating Procedures for purpose of identi cation and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.s l.in.

Your Board would like to inform that, no signi cant or material order has been passed by any Regulator or courts during the year under review.

The BSE Limited and National Stock Exchange of India Limited SEhas imposed a ne of Rs. 2,17,120/- each on the company vide Email dated on 22nd February, 2024 for non-compliance with Regulation 21(2) regarding the failure to form a Risk Management Committee.

The ne was imposed because the company was initially listed among the top 1,000 companies based on the by market capitalization as of

31st March 2022. Thereafter, the Company was not falling under the Category of top 1000 Company based on the Market Capitalization as at 31st March, 2023, therefore the Risk Management Committee was dissolved. However, inadvertently the company could not observe the requirement of Regulation 3(2) of the SEBI (LODR) Regulation as it was not given along with Regulation 21 for Risk Management Committee. Therefore, the non-compliance as observed by the Stock Exchange was unintentional and due to overlook of the Regulation 3(2).

The company applied for a waiver of the ne to both the Stock Exchanges, which were rejected by them and company was instructed to pay the ne. The company has paid the company to NSE on 9th May, 2024 and to BSE on 27th June, 2024, the disclosure of the same is given to both the Stock Exchanges.

The Shareholders at their 34th Annual General Meeting(AGM) held on 19th September,2022 had approved there-appointment of M/s Sanjay Mehta & Associates, Chartered Accountant (F.R.N.011524C), Indore as Statutory Auditors to hold of ce for the period of second consecutive term of 5 ( ve)years from the conclusion of 34th AGM till the conclusion of 39th Annual General Meeting to be held in the year 2027.

The Board takes pleasure in stating that no such observation has been made by the Auditors in their report which needs any further explanation by the Board. The Auditor's Report is enclosed with the Financial Statement with this Annual Report.

Pursuant to section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Records as speci ed by the Central Government under section 148(1) of the Companies Act, 2013 is maintained by the Company in respect of its drug formulation activity is required to be audited. Your directors had, on the recommendation of the Audit Committee, appointed M/s M. Goyal & Co. Cost Accountants to audit the cost accounts of the Company for the nancial year 2024-25 on a remuneration of Rs. 50,000/-plus GSTas required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their rati cation. Accordingly, a Resolution seeking Member's rati cation for the remuneration payable to M/s M. Goyal & Co, Cost Accountants Auditors is included in the Notice of convening the 36thAnnual General Meeting and recommend passing the resolution.

Your Company has led the Cost Audit Report for the year 2022-23 to the Central Government on 12/10/2023 which was self-explanatory and needs no comments.

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of directors has appointed M/s D.K. Jain & Co.,Company Secretaries (Firm Reg. No. I1995MP067500) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed here with as "Annexure-D" which is self explanatory and needs no further comments.

There were no instances for reportable fraud to the Central Government as covered under section 134(5)(e) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2023-24.

The report on Corporate Governance as stipulated under regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 along with the requisite certi cate from the Statutory Auditor of the Company con rming compliance with the conditions of the corporate governance is appended and forms a part of this report along with the Certi cate of Disquali cation of Directors received from Practicing Company Secretary as the "Annexure 1 and 2" of the Corporate Governance Report.

Certi cate obtained from Shri Vijay Shankarlal Bankda, Managing Director and Shri Ankit Kedarmal Bankda, Chief Financial Of cer, pursuant to Regulation 17(8) of SEBI (LODR)) Regulations, 2015 and for the year under review was placed before the Board at its meeting held on 17th May, 2024.A copy of the certi cate on the nancial statements for the nancial year ended 31st March, 2024 is annexed along with this the Corporate Governance Report as "Annexure-E".

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 annexed here with as

No material changes and or commitments affecting the nancial position of the Company occurred during the Financial Year to which these nancial statements relate and the date of report.

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at www.s l.in.

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure-GF".

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs. Eight Lakhs Fifty Thousand per month for the part of the year. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

Further, there were no employee who is drawing remuneration more than the Managing Director and Whole-time Director of the company.

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute signi cantly to the company's success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the company's website at www.s l.inand the web link for the policy and details of the Familiarization Program imparted to the Independent Directors during the nancial yearat www.s l.in.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.