Lincoln Pharmaceuticals Ltd

During the year under review, your company has transferred a sum of ' 50.00 Lakhs to the general reserve out of the amount available for appropriation for the financial year ended March 31, 2024 (Previous Year transferred a sum of ' 50.00 Lakhs was transferred to general reserve).

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

In terms of the foregoing provisions of the Act, the company will transfer outstanding unpaid or unclaimed dividend and corresponding shares for the financial year 2016-2017 to the IEPF authorities during the year under review.

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has been unpaid / unclaimed since last seven consecutive years shall be transferred by the Company to the designated demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred.

The Company has sent reminders to all such shareholders who have not claimed their dividends. Members who have not en-cashed dividend for the FY 2016-17 or any subsequent dividend declared by the Company, are advised to write to the Company Secretary of the Company immediately.

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31 March, 2024 stood at ' 20,02,97,280 divided into 2,00,29,728 equity share of ' 10/-each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

In accordance with the provisions of Section 152 of the Act and the rules framed there under, Mr. Kishor Meghji Shah, Non-Executive Director and Mr. Munjal M. Patel, Whole Time Director ofthe Company retire by rotation at the ensuing AGM and they being eligible offer themselves for re-appointment. The Board recommends their reappointment.

Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.

The brief profile of the Directors appointing / reappointing has been detailed in the Notice convening the AGM of the Company. Your Directors recommend all appointment / rotation / re-appointment of Directors mentioned in the notice.

II. Appointment / Re-appointment of Director:

During the year under review there is no appointment/re-appointment of Directors.

Post March 31, 2024, pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on April 01, 2024 appointed Mr. Naresh P. Suthar (DIN:03261937) and Ms. Seema Mehta (DIN:10540549) as Additional Directors in the category of Independent Directors for a term of 5 yearswith effect from April 01, 2024 to March 31, 2029, subject to approval of the shareholders of the Company.

The said appointments were approved by shareholders of the Company vide special resolution passed through postal ballot by e-voting on May 20, 2024.

III. Resignation/Cessationof Director:

- During the year under the review, Mr. Anand Arvindbhai Patel (DIN:00103316), resigned w.e.f. May 25, 2023 as a Whole Time Director of the company due to personal reasons.

- During the financial year, Ms. Meha Patel (DIN:07254852), Non-Executive Independent Director of the Company has resigned from the position of Woman Independent director of the Company w.e.f. February 16, 2024 due to personal commitments.

- During the year, Mr. Pirabhai Suthar (DIN: 00453047) ceased to be an Independent Director of the Company upon completion of his second and final term w.e.f. closing of business hours on March 31, 2024.

The Board expresses their appreciation to all the three directors for the valuable guidance and services rendered by them during their tenure as a Director of the Company.

IV. Key Managerial Personnel:

There is no change in the Key Managerial personnel of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2024, are:

1. Mr. Mahendra G. Patel, Managing Director

2. Mr. Darshit A. Shah, Chief Financial Officer

3. Ms. Trusha Shah, Company Secretary & Compliance Officer

4. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all the independent directors of the Company in accordance with Section 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database as prescribed under the Act. Further, in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, out of two Independent Di rectors of the Company as on March 31, 2024, one Independent Di rector has passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affairs (IICA) and one Independent Directors was exempted from appearing for Online Proficiency Self-Assessment Test as required by IICA.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

The Board is of opinion that all the Independent Directors of the Company possess required integrity, expertise and experience (including the proficiency).

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the board's functioning such as adequacy of the composition of the board and its committees, board's culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the directors.

The evaluation is performed by the board, nomination and remuneration committee and independent directors with specific focus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the criteria recommended by the SEBI. The performance evaluation of the chairman and non-independent directors was also carried out by the independent directors. The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, frame work and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Corporate Governance Report.

There was no change in the nature of business of the Company during the FY ended March 31, 2024.

In terms of the requirements under the Act and SEBI Listing Regulations, the Company has in place a Nomination & Remuneration Policy, inter-alia, detailing the director's appointment, remuneration, criteria for determining qualifications, attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination & Remuneration Policy of your Company. The said Nomination & Remuneration Policy which can be accessed on the Company weblink:

In accordance with the provisions of Section 134(5) (c) of the Actand based on the information provided by the management, the Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along 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 at the end of the financial year on March 31, 2024 and of the profit of the Company for the year under review;

c) the directors have taken 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 accounts have been prepared on a going concern basis;

e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the FY 2023-2024, 4 (Four) meetings of the Board of Directors of the Company were held and the details of Board and Committee meetings held are provided in the Report on Corporate Governance, which forms part of this report.

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

The internal control framework is intended to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is accompanied by internal audit, reviewed by the management and performed as per documented policies, guidelines and procedures.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The internal audit department of the Company carries out the internal audit of the Company operations and reports its finding to the audit committee.

In this process, the internal audit also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. The internal audit is carried out as per risk based internal audit plan which is reviewed by the audit committee of the Company.

The committee periodically reviews the findings and suggestions for improvement and is apprised of the implementation status in respect of the actionable items.

There are no material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31, 2024 to which the financial statements relates and the date of signing of this report.

The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Actread with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or intereston public deposits was outstanding as on the date of the balance sheet.

Pursuant to provision of the Section 186 of the Act, the details of loans and investment have been disclosed in notes to the financial statements.

The Company has only one subsidiary as on March 31, 2024. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

During the year under review, no companies became or ceased to be the subsidiary, joint ventures or associate companies of the company.

The Company has taken adequate insurance to cover the risks to its directors, senior key managerial personnel, employees, property (land and buildings), plant, equipment and other assets.

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The

Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks by Internal Audit Department is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on five elements, viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring (iv) Risk Mitigation; (v) Risk Reporting.

The Company has a risk management policy consistent with the provisions of the Act and the SEBI Listing Regulations. The Risk Management committee is responsible for assisting the board in understanding existing risks and reviewing the mitigation and elimination plans for those. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks and controls. The said policy and constitution of the committee is available on the website of Company and can be accessed at company weblink:

All related party transactions are entered into only after receiving prior approval from the Audit Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying the nature, value and terms of the transaction.

During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable accounting standards, which were in the ordinary course of business and on arms' length basis and in accordance with the policy on related party transactions of the Company. During the year, there was no material transaction with any related parties as per the related party transactions policy of the Company and/or any other related party transaction entered into by the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC- 2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

In terms of Regulation 23 (9) of the SEBI Listing Regulations, the Company has submitted related party transaction within prescribed time limit with the stock exchange(s) for the each half year. The policy on related party transactions is placed on the Company's website at

The Company has adopted a CSR Policy incompliance with the provisions of the Act inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The Company has spent ' 193.19 Lakhs towards the CSR projects for the Financial Year 2023-24. The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society. The projects have been continuously monitored by the Board on a quarterly basis.

In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the report on CSR activities along with its annexure as forms part of this directors' report (Annexure - 2).

Lincoln has consistently focused on providing its employees a work environment that promotes diversity and inclusion, free of any discrimination. It has a robust employee engagement policy that helps it develop and retain a highly motivated team.

Your Company continued to build sustenance around various aspects of employee work life as well as organic ways of enhancing its image as an employer of choice.

Pursuant to Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(10) ofthe Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"), policy for directors and employees to report genuine concerns has been implemented. The policy safeguards whistleblowers' rights to report concerns or grievances and provides direct access to the chairman of the audit committee.

The said policy is available on the website of the Company and can be accessed at

The Company is committed to provide a safe and secure working environment for all employees and create ambience in which all employees can work together without any apprehension of sexual harassment.

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated and implemented a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review, the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

The information required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors' report (Annexure - 3). The information required under Rule 5(2) and (3)of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

M/s. Samir M. Shah & Associates, Chartered Accountants (Firm Registration No.: 122377W) have been appointed as the Statutory Auditors of the Company for a term of five years until the conclusion of 33^rd Annual General Meeting of the Company. The Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor's Report on the standalone and consolidated financial statements of the Company for the year ended 31^st March, 2024 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimer made by the statutory auditors in their report.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records for few of its products and accordingly, such accounts are made and records have been maintained by the Company.

The board of directors on the recommendation of the audit committee, appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration Number 000025), as the cost auditors of the Company to audit the cost records for the financial year ended on March 31, 2024 as per Section 148 of the Act. M/s. Kiran J. Mehta & Co., Cost Accountants have confirmed that their appointment is within the limits of Section 141 (3) (g) of the Act and have also certified that they are free from any disqualifications specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act.

As per the provisions of 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 M/s. Kiran J. Mehta & Co., cost auditors forms part of the notice convening the AGM.

Relevant cost audit report for the year 2022-23 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks.

As required by Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial Year 2023-24. The Report of the Secretarial Audit in Form MR - 3 for the financial year ended on March 31, 2024, is annexed to this Report (Annexure - 4).

With respect to the observations of the Secretarial Auditors':

Non Compliance under Regulation 17 of SEBI (LODR) Regulations, 2015 arose without any malafide intention and on account of Company taking fraction into nearest integer as against Stock Exchange taking nearest higher integer in respect requirement of minimum Independent director on the board being 1/3^rd of total strength. The Company has further remitted the fine on 22.08.2023 to NSE and BSE Limited and intimate to the both exchanges regarding payment confirmation. And from 26^th May, 2023 the composition of the Board is in compliance with Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015.

On the basis of advisory issued by NSE, company has revised shareholding pattern of the company from the quarter ended December 31, 2015 to September 30, 2023 on account of misinterpretation while disclosing the names of Mr. Ishwarlal Ambalal Patel and Mrs. Manguben Ishwarlal Patel, a Person Acting in Concert under the category of Promoter Group.

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, Company has undertaken an audit for the financial year ended March 31,2024 for all applicable SEBI Regulations and circulars / guidelines issued thereunder. The annual secretarial compliance report issued by M/S. Vishwas Sharma & Associates, Practicing Company Secretaries have been submitted to the stock exchanges within prescribed time limit.

During the year under review, the statutory auditors, cost auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its officers or employees to the audit committee under Section 143 (12) of the Act.

Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the cost audit records maintained by the Company in respect of drug and pharmaceuticals products of the Company are required to be audited by a cost accountant.

During the financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility and Sustainability Report which is forms part of this directors' report (Annexure - 5).

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms part of this Report (Annexure - 6).

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at

Pursuant to provision of Section 92 (3) read with Section 134 (3) (a) of the Act, the annual return as on March 31, 2024 is available on the website of the Company at

A separate section on Management Discussion and Analysis Report ("MD&A") forms part of this report as required under Regulation 34 (2) of SEBI Listing Regulations.

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder's value. A separate section on corporate governance along with a certificate from the practicing company secretary regarding compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations as forms part of this directors' report (Annexure -7).

The details pertaining to the composition of the audit committee are given in the report on corporate governance forming part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

The annual report including those which relate to the directors' report, management discussion and analysis report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors

that could affect the Company's performance could be the demand and supply for Company's product and services, changes in government regulations, tax laws, forex volatility etc.

The Board of Directors acknowledges and places on record their sincere appreciation of all stakeholders, customers, vendors, banks, Central and State Governments and allother business partners, for their continued co-operationand for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidenceand faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

ANNEXURE - 1 TO THE DIRECTORS' REPORT

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statements of subsidiaries / associate companies / joint ventures Part "A": Subsidiaries (as per section 2 (87) of the Act)

(' in Lakhs)

Notes:

1. There is no subsidiary which is yet to commence its operation.

2. The amounts given in the table above are from the annual accounts made for the respective financial year end for each of the company.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

2. Composition of CSR Committee:

*Ms. Meha Patel has resigned from the position of the Independent Director of the Company with effect from the 16^th February, 2024.

** Mr. Pirabhai Ramjibhai Suthar has been appointed as a Member of the committee w.e.f February 16, 2024 on account of resignation of Ms. Meha Patel.

***The CSR Committee was reconstituted by inducting Ms.Seema Mehta as a member on April 01, 2024, on account of Cessation of Mr. Pirabhai Suthar from Directorship of the Company.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

4. Provide the executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not applicable

5. a) Average net profit of the Company as per Section 135 (5): ' 9142.17 Lakhs

b) Two percent of average net profit as per section 135(5) : ' 182.84 Lakhs

c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: ' 1.91 Lakhs

d) Amount required to be set off for the financial year, if any: ' 191 Lakhs

e) Total obligation for the financial year [(b)+(c)-(d)] : ' 18093 Lakhs

6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). Details of CSR amount spent against ongoing projects for the financial year:

Details of CSR amount spent against other than ongoing projects for the financial year: