ANG Lifesciences India Ltd

To the Members,

Your Directors have pleasure in presenting their 18th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

Financial Summary and State of Affairs

(in Lakhs)

The Standalone and Consolidated Financial Statement have been prepared in accordance with the Indian Accounting Standards find AS) and Sections 129,133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) {the "Act") and Schedule III thereto read with the Rules framed thereunder.

Share Capital

During the year under review, there are no change in company's share capital.

Reserve

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements of this Annual Report.

State of the company's affairs

The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products and there was no change in the nature of the business of the company during the year under review.

Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board has approved and adopted a Dividend Distribution policy. The Dividend Distribution policy is available on the Company's website. In order to conserve the resources, the Board of Directors does not recommend any dividend for the financial year 2023-24.

Listing of Shares

The equity shares of the Company are listed on Main Board of BSE Limited. The listing fees to BSE Limited for the financial year 2023-24 have been duly paid.

Deposit

The Company has neither accepted nor renewed any deposits falling within the ambit of section 73 of the Companies Act, 2013 and rules made there under during the year under review.

Annual Return

The Annual Return as on 31^s1 March, 2024 has been placed on the website of the Company and can be accessed at https://analifesciences.com/annual-retum/

Loans, Guarantee or Investments made under section 18G of the Companies Act, 2013

Loans, Guarantee and investments covered under section 1B6 of the Companies Act, 2013 from the part of the notes to the financial statements which form an integral part of the annual report.

Subsidiaries, Associates and Joint Venture

During the year under review, the Company has only one Wholly Owned Subsidiary Company which was acquired under the provision of Insolvency and Bankruptcy Code, 2016. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's wholly owned subsidiary in form AOC 1 as Annexure -1 is attached to the financial statement.

Vigil Mechanism

The Company has constituted a Vigil Mechanism & Whistle Blower policy in pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Vigil Mechanism & Whistle Blower policy is available on the Company's website at https://analifescienoes.com/pollcv/

Prevention and Prohibition of Sexual Harassment

The Company has policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. The Company has constituted an Internal Complaint Committee in compliance with the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule there under. The Company has a policy on prevention and prohibition of sexual harassment at the work place. The Policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such compliant. During the year under review, the Company has rot received any complaint.

Risk Management

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks which are considered necessary by the management

Internal Financial Control and its adequacy

The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement. The Company has an Internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. In the Internal audits, all the units and business are covered which reports are reviewed by the management from time to time and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. There were no observations or remarks reported by the said auditors of the Company during the year under review.

Transaction with Related Parties

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. All Related Party transactions are mentioned in the noted to the financial statements. A statement giving details of such Related Party transactions are placed before the Audit Committee and the Board for review and approval. The policy on Related Party transactions, as approved by the Board of Directors, has been uploaded on the website of the Company. The particulars of contracts on arrangements with Related Parties referred to section 188(1) of the Companies Act, 2013 is prepared in form no. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure- 2 to this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m)of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure- 3 and is attached herewith.

Particulars of Employees

Disclosure under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure-4.

Corporate Social Responsibility in compliance with the requirement of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR policy of the Company is available on the website of the Company and car be accessed through the web link https://anallfesclences.com/wD- content/uploads/2022/09/ANG-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.Ddf The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on CSR activities are provided in Annexure - 5 to this report.

Audftors & their Audit Reports

During the year 2023-24, the Statutory Auditor, M/s Raman Wadhwa & Co., Chartered Accountants, (Firm Registration No.012037N) has resigned from his position as Statutory Auditor on 14.11.2023 due to unavoidable reason as he has shifted to abroad. After that, the Board of Directors appointed M/s Singh Bhupinder & Associates, Chartered Accountant (Firm Registration No. 035417N) appointed as Statutory Auditor dated 30.12.2023. M/s Singh Bhupinder & Associates, Chartered Accountant has issued and signed the Audited Financial Statement (Consolidated and Standalone) of FY 2023-24. However, M/s Singh Bhupinder & Associates, Chartered Accountant has resigned from the company on 14.08.2024 due to unavoidable circumstances (detail are mentioned in the disclosure made on BSE portal (https://www.bseindia.com/xml-data/corpfilfng/AttachHis/42232a64-7a43-45ec-8fe7-

401919a3d135.pdf)

Now, based on the recommendation of Audit committee, the Board of Directors appointed a Statutory Auditor namely M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountant for 5 years, from the conclusion of this Annual General Meeting till the conclusion of Twenty Third Annual General Meeting with subject to shareholder's approval.

In regards to the Auditor's comment on Statutory dues (Undisputed and Disputed), the management apprised that the liability of Income Tax Act [as mentioned in (vii) (a) Undisputed Statutory dues in Independent Audit report for Standalone financial statement of FY 2023-24] has been paid and an amount of Rs. 59.87 lacs against the EPF [as mentioned in (vii) (a) Undisputed Statutory dues] as on date. Further the Income Liability (Disputed) as mentioned in Independent Audit report for Standalone financial statement for FY 2023-24 under point no. (vii) (b) has been under the process of CIT Appeal at Income Tax Department.

The Board, on the recommendation of the Audit Committee, has appointed M/s V. Kumar & Associates (FRN 100137), Cost Accountants as Cost Auditors to audit the cost records of the Company for the F.Y. 2024-25. The Company has not filed the Cost Audit Report for FY 2022-23 as on date. However this matter has taken on record by Audit committee and the Board of Directors has confirmed that the Cost Audit Report for FY 2022-23 will be filed soon.

In regards to the Secretarial Auditor's comments on his report for year ended 31st March, 2024, the management apprised that at present, the company is maintain all the UPSI entries or data in SDD Software. During the year, due to Unavoidable circumstances, company has not followed the proper timeline to file the ROC E-forms and quarterly/half yearly/annually compliance under the applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Depositories and Participants) Regulations, 2018 The Secretarial Audit Report issued in this regard is annexed as Annexure-6.

Corporate Governance

In compliance with regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section to this report as Annexure-7.

Certificate on Corporate Governance

A Certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith in Annexure-C

Directors & Key Managerial Personnel

During the year, the Company has accepted the resignation of Mr. Subodh Sharma from the designation of Chief Financial Officer in the Board meeting dated 05.12.2022. Thereafter in the Board meeting dated 30.05.2023, Mr. Neeraj Gupta has elected as Chief Financial Officer of the Company.

On the recommendation of the NRC, the Board recommends the appointment of Mrs. Saruchi Gupta, Whole time Director, who retire by rotation and being eligible has offered himself for a re-appointment as Director of the Company, liable to retire by rotation.

In the opinion of the Board, during the year 2023-24, all the directors, as well as the directors proposed to appointed/re-appointed, passes the requisite qualifications, experience and expertise. Mr. Pawanjit Singh and Mr. Sukhpal Singh, Non- Executive Independent Director are exempt from the proficiency test and Mrs. Chetna, Non-Executive Independent Director is qualified Independent Director having DIN: 08981045, registered in Independent Director Databank under Indian Institute of Corporate Affairs with the registration no. IDDB-PA -2020L2-0327 34.

Pursuant to section 149(1) and section 203 of the Companies Act, 2013 read with applicable rules, as on date, the Board of Directors and Key Managerial Personnel's (KMPs) of the company are as follow:-

Declaration from Independent Directors

The independent directors have given the declarations to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Meeting of the Board

The Board and Committee meetings are prescheduled, and a tentative calendar of the meeting are created, in consultation with the directors. However, in case of special and urgent business needs, approval is taken by passing the resolutions through circulation. During the year under review, eleven board meetings were conveyed and held. The maximum time gap between consecutive board meetings did not exceed 120 days. A detailed disclosure on the Board, it committee, its composition and brief terms of references, no. of board and committee meeting held and attendance of the directors at each meeting is provided in the report of Corporate Governance, which form part of this report as Annexure -7.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report as Annexure- 8.

Board Evaluation

Pursuant to the section 134{p) of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees as per the criteria laid down by Nomination & Remuneration Committee. Also, the independent directors met separately on 29th March, 2024 to evaluate the performance of non- independent directors, performance of the board as a whole.

Secretarial Standards

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

Credit Rating

The credit rating is disclosed in the Corporate Governance Report which forms part of this Annual Report.

Significant and material orders passed by the regulators or courts or tribunals

There were no significant material orders passed by the Regulators or Court or Tribunals that would impact the going concern status of the Company and its operation in future.

Other Disclosure

There are no proceeding initiated/pending against the company under the Insolvency and Bankruptcy code, 2016 and there is no instance of one time settlement with any Bank or Financial Institution. (Refer note 40 to the Standalone Financial Statements).

Consolidated Financial Statements

Consolidated Financial Statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of Companies Act, 2013.

Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014

Issue of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

Issue of Employee Stock Option

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.

Cash Flow Statement

In due compliance of the listing agreement and in accordance with the requirements prescribed by SEBI, the cash flow statement is prepared and is appended to this Annual Report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Directors' Responsibility Statement

Pursuant to the Directors' Responsibility Statement referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby confirmed that -

a. In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. The directors 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 31st March, 2024 and of the profit of the Company for that period;

c. The directors have taken proper and sufficient care to the best of their knowledge and ability 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; and

d. The directors have prepared the annual accounts on a ‘going concern' basis;

e. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Acknowledgement

The Directors express their gratitude to their shareholders, business associates, vendors, clients, government authorities and the bankers of the Company for the help and co-operation that the Company has received from them.

The Directors also take this opportunity to express that the relations between the management and the staff were cordial during the period under review. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment

By Order of the Board

For ANG Lifesciences India Limited