Jenburkt Pharmaceuticals Ltd

Your Directors with pleasure present their report on the business and operations of your Company ("the Company" or "Jenburkt") along with the audited financial statements of the Company and auditors' report thereon for the financial year ended on 31st March, 2024.

1. Summary of Financial Performance:

(Rs in Lacs)

"*": EPS for the financial year 2022-23 is calculated on weighted average basis, due to buyback of equity shares during the financial year 2022- 23.

The total revenue from the operations of the Company for the financial year 2023-24, stood at Rs 14,196.65 Lac as against Rs 13,674.92 Lac recorded for the financial year 2022-23, a rise of 3.82% year on year.

The Company recorded profit before tax Rs 3,517.59 Lac for the financial year 2023-24, as against Rs 3,286.47 Lac recorded for the previous financial year 2022-23 a rise of 7.03% year on year. The profit after tax for the financial year 2023-24 stood at Rs 2,597.73 Lac as against Rs 2,460.70 Lac recorded for the previous financial year 2022-23, arise of 5.6% year on year. For the financial year 2023-24 the EPS of the Company is Rs 58.86 as against Rs 53.90 recorded on weighted average basis for the previous financial year2022-23.

2. Dividend and Reserves:

A dividend of Rs 15.30 (153%) on Rs 10/- paid-up 4413300 equity shares of the Company has been recommended by the Board for the financial year 2023-24. This will absorb Rs 675.23 Lac from the surplus profit of the Company available for appropriation for the financial year2023-24.

The dividend declared by the Company is subject to the TDS. Kindly refer to a note on TDS on dividend, appearing in the Notice convening the 39th AGM.

The reserves and surplus amount stood at Rs 14,052.69 Lac as at 31st March, 2024 as compared to Rs 11,797.64 Lac as on 31st March, 2023, an increase by 19.11% year on year.

The Board does not propose any amount to be transferred to general reserve, for the year under review.

The Board has recommended to hold 39th AGM on Tuesday, 30th July, 2024. The register of members and share transfer books will remain closed from Wednesday, 24th July, 2024 to Tuesday, 30th July, 2024 (both days inclusive), for the purpose of payment of dividend and the 39th AGM. The cut-off date for recognition of members eligible for e-voting is Tuesday, 23rd July, 2024.

3. Management Discussion &Analysis Report:

A. Overview of Indian pharmaceutical industry structure, development and important changes:

For years the Indian pharmaceutical industry has been a cornerstone of global healthcare, earning the moniker "pharmacy of the world." This dominance stems from its leadership in high-volume, low-cost generic drug manufacturing (up to 20% global market share) and fixed- dose combination (FDC) therapies. Fueled by a potent combination of innovation, demographic megatrends, and a strategic focus on lucrative segments like pain management (a $5 billion market in India), the industry is poised for sustained growth.

Beyond its undeniable global impact, the Indian pharmaceutical sector serves as a linchpin for the nation's economic engine. It generates significant employment opportunities (over 8 million direct and indirect jobs) and fosters a vibrant innovation ecosystem. Recent years have witnessed pivotal developments and strategic shifts, shaping the industry's trajectory towards a future brimming with promise.

Addressing affordability, accessibility, and public health concerns in a nation as diverse as India presents a unique opportunity. Pharmaceutical companies like ours can become key players in national well-being while securing a strong foothold in both domestic and international markets. This past year has been marked by a dynamic interplay between the pharmaceutical and consumer wellness industries. Fueled by a growing focus on preventive healthcare and rising disposable incomes, this convergence presents a fascinating picture of innovation and opportunity.

The Indian Pharmaceutical Market witnessed a stellar 9.5% year-on-year growth in March 2024, driven by positive value growth across all major therapeutic categories (Pharmatrac).

The Organisation of Pharmaceutical Producers of India (OPPI) joined forces with EY to conduct a comprehensive study - "Reimagining Pharma and Healthcare for India@100 - Bharat Ke Liye" - envisioning the future of pharmaceuticals and healthcare in India by the centenary year of its independence (2047). The report emphasizes the importance of fostering a culture of innovation, fostering seamless integration with global markets, and ensuring equitable access to healthcare for all.

Unleashing Pharma's Research & Innovation Potential:

A paradigm shift is underway, with the industry transitioning towards value-driven research and development (R&D). A robust ecosystem that fosters collaborative partnerships among diverse stakeholders - pharmaceutical giants, agile startups, esteemed academic institutions, and cutting-edge research bodies - is crucial for success. Supportive government policies, world-class infrastructure, and innovative financing mechanisms are essential for propelling India into "Discovery 1.0" - a transformative phase marked by the development of next- generation therapeutics.

Biologics, a new generation of drugs derived from living organisms, are gaining traction. Recognizing this potential, the government is actively promoting biosimilar development through supportive policies. This focus on biosimilars is expected to propel India's position as a key player in the global biologics market.

Embracing Digital Transformation:

The industry is undergoing a digital revolution. The adoption of artificial intelligence (AI) and machine learning (ML) is transforming drug discovery and development processes, accelerating time-to-market for new medications. Additionally, advancements in big data analytics are optimizing supply chains and improving pharmacovigilance (drug safety monitoring).

Integration into the Global Pharma Supply Chain:

Manufacturing prowess and supply chain management efficiency are paramount for achieving global competitiveness. India is strategically positioned to capitalize on the "China+1" opportunity due to its inherent advantages and a conducive business environment.

The government's ambitious target of scaling the industry to a mammoth $200 billion by 2030 underscores its commitment to supporting industry growth through impactful initiatives like production-linked incentive schemes.

Key Trends and Growth Drivers in the Indian Context:

Rising disposable incomes, increasing health awareness among the populace, and the high burden of chronic diseases present a lucrative opportunity for industry players to develop disruptive, cost-effective solutions catering to the diverse healthcare needs of the Indian population.

Ensuring affordability and accessibility of medicines remains a key challenge. The government's initiatives like the Jan Aushadhi Scheme, which provides generic drugs at discounted prices, are making a positive impact. Industry collaboration with the government and healthcare providers is crucial to expand healthcare coverage and improve access to essential medicines in rural and remote areas.

The "Rise of the Wellness Warrior" trend reflects a growing consumer focus on proactive healthcare management, seeking solutions for stress mitigation, immunity boosters, and personalized approaches to well-being.

The "Power of Digital Health" highlights the transformative role of technology in revolutionizing access to information and empowering individuals with personalized wellness plans. Investors are taking keen notice, with a surge in funding for digital health startups, pa rticu la rly i n regions like Southeast Asia (Salaam Gateway report).

The rising incidence of chronic pain translates to higher demand for effective pain management solutions. Companies with deep expertise in this domain can play a significant role by developing innovative treatment options. Here at Jenburkt, with our extensive experience in pain management, we are actively innovating and launching new products across our Pharmaceutical and Wellness Divisions to tackle India's silent pain epidemic.

B. Business performance, opportunities and outlook:

We would like to share the continued success and achievements of our Research & Development Centre at Sihor, that exemplifies our unwavering commitment to accelerating new product development and building a robust innovation pipeline across key therapeutic areas.

Our domestic business has delivered robust consistent results. We are happy to share that this year witnessed a historic achievement with Nervijen D3 tablets becoming the first brand in Jenburkt's history to reach a revenue target exceeding expectation within its first year of launch. This success underscores the significant need addressed by Nervijen D3 and the trust placed in Jenburkt by healthcare professionals and patients. In addition, we expanded our therapeutic reach by venturing into specialized segments and introducing novel delivery formats with a focus on enhanced patient convenience, palatability and compliance which were well-accepted.

Our consumer wellness division, Jenburkt Wellness, with its flagship brand Zixa Strong Rapid Pain Relief also witnessed an exciting year. Originally a digital-only direct- to-consumer brand, this year we expanded into general trade with pilots across Mumbai, Pune, and Bengaluru. This expansion is planned to continue throughout the year 2024, increasing physical accessibility for consumers. We renewed and strengthened our association with Mumbai City FC, champions of the 2023-24 Indian Super League, as their Official Pain Relief and Recovery Partner. Zixa Strong's commitment to superior quality was validated by an official recommendation by the Indian Association of Physiotherapists (IAP), a community of over 12,000 registered physiotherapists pan-India.

Despite navigating regulatory hurdles, market disruptions (limited foreign exchange access in Africa, and unrest in Sri Lanka), and receivables challenges, our International Business division displayed resilience. These temporary obstacles became opportunities to strengthen partnerships and improve access to essential products. Our focus now shifts to product portfolio expansion in existing markets and entry into two new ones, solidifying our global reach and fostering growth.

The Indian pharmaceutical and wellness market is poised for explosive growth driven by several factors. A growing aging population demands geriatric care solutions, while rising cases of chronic diseases like diabetes fuel the need for effective treatments. Furthermore, increasing health insurance penetration, projected to reach 50% by 2030, empowers patients to seek more medical care. India's advantage doesn't stop there - its lower medical costs and advanced technology are attracting medical tourists, with the industry expected to reach $9 billion by 2026. This confluence of trends paints a bright picture for the future of India's healthcare landscape.

Addressing affordability, accessibility, and public health concerns in a nation as diverse as India presents a unique opportunity. Pharmaceutical companies like ours can become key players in national well-being while securing a strong foothold in both domestic and international markets. This past year has been marked by a dynamic interplay between the pharmaceutical and consumer wellness industries. Fueled by a growing focus on preventive healthcare and rising disposable incomes, this convergence presents a fascinating picture of innovation and opportunity. Jenburkt is committed to enhancing healthcare access and affordability in India. Their strategy involves a three-pronged approach: first, developing cost- effective treatments for diseases prevalent in the region. Second, they will partner with organizations like the Red Cross to raise awareness about preventative healthcare and healthy lifestyle choices. Finally, Jenburkt will collaborate with the Red Cross to improve rural healthcare outreach programs and experiment with telemedicine solutions, ensuring a wider reach for their initiatives.

C. Risks, concerns and threats

The Indian pharmaceutical industry is a global powerhouse, due to its robust generics manufacturing and exports. However, this position is not without its challenges.

India faces a balancing act in its pharmaceutical industry. The government enforces strict price controls on essential medicines, making them highly affordable for a large population. This is a major public health benefit, ensuring many can access life-saving treatments. However, a recent 2023 study by ASSOCHAM paints a concerning picture. The study reveals that R&D spending in the Indian pharmaceutical sector has stagnated at around 10-12% of revenue in recent years. This falls short of the global average of 15-20%. The worry is that limited profit margins due to price controls are discouraging companies from investing heavily in R&D. This could stifle innovation and hinder the development of new drugs in the long run. Essentially, India's focus on affordability might be unintentionally coming at the cost of future medical advancements.

A significant th reat to the Indian pharmaceutica l industry's reputation is the prevalence of counterfeit drugs. According to the World Health Organization (WHO), an estimated 35% of the world's counterfeit drugs originate in India. This not only poses a serious health risk to patients but also tarnishes the image of legitimate Indian pharmaceutical companies. A 2020 study by FICCI (Federation of Indian Chambers of Commerce and Industry) estimated that the Indian pharmaceutical industry loses a staggering USD 4.2 billion annually due to counterfeit drugs.

This not only impacts profitability but also discourages foreign investment in the sector.

The Indian pharmaceutical industry is heavily reliant on China for Active Pharmaceutical Ingredients (APIs), the essential raw materials used in drug production. Industry estimates suggest that around 80% of India's API needs are currently fulfilled by Chinese suppliers. This dependence exposes Indian companies to potential price hikes and supply chain disruptions. Diversifying API sourcing beyond China is crucial to mitigate these risks.

Complying with stringent international regulatory standards is a major challenge for Indian pharmaceutical companies, particularly those aiming to export their products. According to a 2023 report by ICRA Limited, a credit rating agency, Indian companies have seen an upward trend in inspections and warning letters in recent years. While these may not have a material impact yet, they can lead to production halts, product recalls, and reputational damage if not addressed promptly.

The Indian government often regulates the cost of essential medicines to ensure affordability for all. However, this can negatively impact the profitability of pharmaceutical companies. These companies invest heavily in R&D and marketing new drugs, but price controls can make it difficult to recou p these costs. Striking a balance between ensuring affordability for patients and allowing companies to invest in innovation and growth is a constant challenge.

The Indian pharmaceutical industry relies on the import of key ingredients and raw materials. Global supply chain disruptions due to geopolitical tensions, pandemics, or natural disasters can hamper the manufacturing and availability of medicines in India. Companies may struggle to find alternative sources for essential materials leading to drug shortages and price hikes. This ultimately impacts patient access to critical medications.

While India has a robust R&D infrastructure, more funding is needed to drive innovation and create new drugs. A 2024 report by CAPSULE, a pharmaceutical industry publication, highlights the need for increased public and private sector investment in R&D. Creating new and effective medicines requires significant time, money, and expertise. Balancing the costs and benefits of R&D is a challenge, but continuous innovation is essential for the long-term growth of the industry.

In conclusion, the Indian pharmaceutical industry navigates a complex landscape. While government price controls ensure affordability, they can stifle innovation. Countering the menace of counterfeit drugs, reducing dependence on China for APIs, and navigating stringent global regulations are critical challenges. Additionally, maintaining a robust supply chain, fostering a culture of R&D, and striking a balance between affordability and profitability are all crucial for the industry's sustainable growth and continued role as a global leader in affordable medicines.

Legal Matters:

a. NPPA had served a show cause notice to the Company alleging that a Company's product was violating a NPPA's standing order. However, after a Personal Hearing and detailed submission, NPPA passed a written order stating that the Company's product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, issued a show cause notices and a demand notice to the Company. The Company subsequently filed a writ petition against the demand of NPPA, at the Hon'ble High Court of Bombay. DPCO, 1995, explicitly debars NPPA to review its own order, the very reason cited by Hon'ble High Court of Bombay, while settling the matter in favour of the Company quashing the show cause notices and demand notice in their judgment dated 8th August, 2013 and 26th September, 2013. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding f 16.45 crore) at the Hon'ble Supreme Court. The Company has been legally advised, that based on the facts and merits of the case, the demand raised by NPPA is not likely to crystallize.

The matter is pending at Supreme Court after being admitted for further hearing.

b. The Drug Inspector, Tirupati, took a company product from a local chemist and sent for test at a government laboratory in Vijayawada which declared the samples as Not of standard quality. Further, the said samples were sent to Central Drug Laboratory at Kolkata. Both these laboratories did not test the product in accordance to the Company's method of analysis, as mandated for the Proprietary medicine where no previous reference is available for testing. They conducted testing by different/ random method of Analysis which was inappropriate and hence the product failed at such analysis. Whereas same product of sa me batch tested thereafter at Company's laboratory at Sihor and recognised Laboratory in Mumbai which passed the analysis, as they were based on the Company's method of analysis for proprietary medicine. The Drug Inspector then filed a case at I- Additional District Sessions Court, Chittoor. The Company swiftly approached the High Court, of Andhra Pradesh, Amravati and succeeded in obtaining stay on 5th May, 2022 on all further proceedings initiated by lower court i.e. at I-Additional District Sessions Court, Chittoor.

c. The GST department has raised a demand for f 7.37 Lac plus interest to be quantified, for the financial period July 2017 to March 2019 vide order dated 6* September, 2023. The company has filed an appeal against the said order with appellate authorities. As per the opinion of the tax consultant, the said appeal is most likely to be decided in favour of the company.

d. The Income Tax Department has raised a demand for f 4.64 Lac for the A.Y. 2022-23 vide order u/s. 143(3) of the Income Tax Act, 1961. The company has filed an appeal against the said order with the Commissioner of Income Tax - Appeals. As per the opinion of the tax consultant, the said appeal is most likely to be decided i n favour of the compa ny.

4. Management:

A. Changes in Board:

(i) Appointment during the year: Shri Sumit A. Thakkar (DIN:10157663): He has been appointed by the members by passing a Special Resolution at the 38th AGM of the Company held on 26th July, 2023, as a Non-executive and Independent Director of the Company for a first term of five consecutive years from 26th July, 2023 to 25th July, 2028. He is not liable to retire by rotation.

(ii) Shri Dilip H. Bhuta (DIN:03157252): A Director of the Company is liable to retire by rotation basis, at the ensuing AGM of the Company. Being eligible for re- appointment, he has offered himself to be re- appointed.

A brief profile of Shri Dilip H. Bhuta being re-appointed as the Director, is appearing in the Explanatory Statement annexed to the Notice.

He was appointed as the Whole Time Director and CFO of the Company, for a period of five consecutive years from 1st April, 2022 to 31st March, 2027 by a special resolution at the 36th AGM of the Company held on 7th September, 2021. In accordance to the said Special Resolution his remuneration was approved for three years from 1st April, 2022 to 31st March, 2025.

A special resolution is also proposed regarding his remuneration for the remaining period of two years from 1st April, 2025 to 31st March, 2027, in the notice convening the ensuing 39th AGM of the Company.

(iii) Appointment/Re-appointment of three Non- Executive and Independent Directors:

(a) Shri Krishnan Subharaman (DIN:01518995): A special resolution is recommended in the notice convening the ensuing 39th Annual General Meeting, for the appointment of Shri Krishnan Subharaman as a non- executive and independent director of the Company for a period of three consecutive years, from 28th May, 2024 to 27th May, 2027, not liable to retire by rotation. His appointment as an additional director made on 28th May, 2024, is valid up to the ensuing AGM.

A brief profile of Shri Krishnan Subharaman is appearing in the Explanatory Statement annexed to the Notice.

(b) Shri Pankaj Arun Dantwala (DIN:02158836): A special resolution is recommended in the notice convening the ensuing 39th Annual General Meeting, for the appointment of Shri Pan kaj Aru n Da ntwa la as a non- executive and independent director of the Company for a period of three consecutive years, from 28th May, 2024 to 27th May, 2027, not liable to retire by rotation. His appointment as an additional director made on 28th May, 2024, is valid up to the ensuing AGM.

A brief profile of Shri Pankaj Arun Dantwala is appearing in the Explanatory Statement annexed to the Notice.

(c) Smt. Hina Ravindra Mehta (DIN: 08719453): A special resolution is recommended in the notice convening the ensuing 39th Annual General Meeting, for the re-appointment of Smt. Hina Ravindra Mehta as a non-executive and independent director of the Company for the second term of five consecutive years beginning from 27th March, 2025 to 26th March, 2030. She is not liable to retire by rotation.

Her present appointment as the non-executive and independent director, for the first term of five consecutive years is from 27th March, 2020 to 26th March, 2025.

A brief profile of Smt. Hina Ravindra Mehta is appearing in the Explanatory Statement annexed to the Notice.

The Company is in receipt of declaration and confirmation from all the independent Directors on the Board of the Company regarding their individual compliance with provision of Section 149(6) and Regulation 16(1)(b) of SEBI-LODR, including the Code for independent Directors as prescribed in Schedule IV to the Act and the code of business conduct of the Company, for the financial year 2023-24. Accordingly, the Board concluded that there is no conflict of interest of any of the Independent Directors with the Company.

All the Directors on the Board and the officers of the Company have been insured by the Company under its Directors and officers (D&O) insurance policy, indemnifying them from any liability that may occur while performing their role, duties, responsibilities, etc. For further details with regard to independent Directors of the Company, kindly refer to report on Corporate Governance in this Annual Report.

(iv) Retirement of Non-Executive and Independent Directors:

(a) Shri Bharat V. Bhate (DIN:00112361): He is a director on the Board of the Company since 15th April, 1994. He was designated as a Non-Executive and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29th May, 2024. He has served the Company for 30 long years.

(b) Shri Rameshchandra J. Vora (DIN:00112446): He is a director on the Board of the Company since 31st March, 1998. He was designated as Non-Executive and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29th May, 2024. He has served the Company for 26 long years.

(c) Shri Arun R. Raskapurwala (DIN:00143983): He is a director on the Board of the Company since 20th January, 2006. He was designated as Non-Executive and Independent Director in 2014, pursuant to the provisions of the Companies Act, 2013. He completes his tenure of the second and last term of five consecutive years and hence ceases to be a director on the Board of the Company and as a Chairman / Member of its committees with effect from 29th May, 2024. He has served the Company for 18 long years.

All three retiring directors have been an invaluable member of the Board. They have been a driving force behind the Company's success by consistently providing wisdom, leadership and have served the Company with dedication throughout their tenure. Their contributions have not only shaped the organization but have also left a lasting impact on each director on the Board, personally.

As they all embarks on their new chapter of life, the Board express its deepest gratitude for their unwavering commitment and exceptional services.

B. Details of the Meetings of Board of Directors and change in its compositions:

The Board of Directors met four times during the year under review, i.e. on 23rd May 2023, 8th August 2023, 7th November 2023 and 6th February 2024.

The Board at its first meeting held during financial year 2024-25 i.e. on 28th May, 2024 changed the composition of Board, as given in Table-1 below.

For further details about Board, kindly refer to report on Corporate Governance in this annual report.

C. Changes in Composition and Details of meeting of the Committees of the Board :

Consequent to above mentioned changes in directors, the Board at its meeting held on 28th May, 2024 changed the composition of its Committees as given in Table-2 below.

Table-1 Composition of Board

Table-2 Composition of Committees of the Board

Details of Meetings of Committees:

i. Audit Committee: This Committee met four times during the year under review: on 23rd May 2023, 8th August 2023, 7th November 2023 and 6th February 2024.

ii. Stakeholders Relationship Committee: This Committee met four times during the year under review: on 23rd May 2023, 8th August 2023, 7th November, 2023 and 6th February, 2024.

iii. Corporate Social Responsibility Committee: This Committee met four times during the year under review: on 23rd May 2023, 8th August 2023, 7th November 2023 and 6th February2024.

iv. Nomination and Remuneration Committee: This Committee met three times during the year under review: on 23rd May 2023, 8th August 2023 and 7th November 2023.

The above referred Committees, during their respective meetings takes decision on matters within their purview and recommend their decisions to the Board. The Board in turn consider all such recommendations forwarded by the Committees to it, to arrive at appropriate decisions.

Kindly refer to report on Corporate Governance in this annual report for further details about the above Committees, their terms of reference etc.

D. Annual performances evaluation procedure:

During the year under review, the Board carried out performance evaluations of the Board, its Committees and individual Directors in accordance to the applicable provisions of the Companies Act, 2013 and SEBI-LODR in this regard, based on set criteria for evaluations. The Directors carried out evaluation of performance of the Board, by providing inputs based on set criteria. Similarly, the performance of committees were evaluated by the Board after seeking inputs from the members of the committees, based on set criteria. The Board and Nomination and Remuneration Committee carried out performance evaluation of independent Director without the participation of the Director being evaluated. All the directors indicated their satisfaction regarding the fair processes of performance evaluation.

The Board concluded that it was satisfied with the procedure carried out for evaluation and the overall performance of the Board, its committees and of the individual directors. The Board also assessed the fulfilment of the independence criteria by the independent directors of the Company and their independence from the management of the Company, as mentioned in the SEBI-LODR.

The assessment about the quality, quantity and timeliness of flow of information between the management of the

Company and the Board of Directors, necessary for the Board of Directors to effectively and reasonably perform their duties, was also carried out by the independent directors at their separate meeting. They also reviewed the performance of non-independent directors, including chairperson of the Company.

E. Salient features of Company's policies on Directors' appointment and remuneration:

The Company has two policies with regard to directors' appointment and their remuneration. These are "Selection of Directors, Senior Managerial Personnel and determining Directors' independence" and "Remuneration of Directors, Key Managerial Personnel and other Employees". Both those policies are available on the Company's website at: https://www.jenburkt.com/OtherJnfo/20152016/Policy- Selection-of-Directors-Senior-Managerial-Personnel- Determining-Directors-Independence.pdf

Listed below are salient features of these policies:

i. For selection of Directors and determining Directors' independence:

The Company's policy viz. "Selection of Directors, Senior Managerial Personnel and determining Directors' independence" is framed for providing guidance towards appointee director's qualification, experience, etc. as required and determine their independence of the management of the Company. This policy contain the guiding principles for the Nomination and Remuneration Committee for identifying Directors.

For the appointment of a Director on the Board of the Company, the Nomination and Remuneration Committee, take in to account criteria such as education, professional background, knowledge, experience, etc. understanding about Company's business and industry, in general, personal and professional ethics, integrity values and willingness to shoulder his/her duties, attendance at the Board and Committee meetings, perform his/her role with responsibility, analytical decision making ability, interpersonal relationship qualities and participation in long-term strategic planning, adherence to the company's policies and codes, provision of all acts, rules and regulations, as applicable, for selection as the Director on the Board of the Company. In case of independent Directors, his/her independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly, are taken into account.

ii. For remuneration of Directors, key managerial personnel and other employees:

The Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees. The salient features of the Remuneration Policy of the Company are as under:

Guiding Principles for remuneration: The Company shall remunerate all its personnel reasonably and sufficiently as per industry benchmarks and standards. The remuneration shall commensurate to retain and motivate the human resources of the Company. The compensation package will, inter alia, take into account the experience of the personnel, the knowledge & skill required including complexity of his job, work duration and risks associated with the work, and attitude of the employee like positive outlook, team work, loyalty etc.

With the above guiding principles, the Nomination and Remuneration Committee recommend to the Board, the remuneration payable to all the Directors, key managerial personnel and senior employees of the Company including the sitting fees of the independent Directors.

Your company has also insured (a) All its Directors and senior officers, under D&O liability insurance indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The insurance premium towards the said policy is borne by the Company. (b) All its Directors and employees with their respective family members under group Mediclaim Policy. The insurance premium towards this policy is shared equally.

F. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the financial statements for the financial year 2023-24, your

Board of Directors state that:

i. in the preparation of the annual accounts for the financial year 2023-24, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable and there are no material departure from the same;

ii. the estimates and judgments relating to financial statements have been made, based on application of sound and consistent accounting policies, on a prudent and reasonable basis in order to ensure that financial statements for the financial year 2023-24 reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company's state of affairs and profit/loss for the year;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls, which are adequate and operating effectively and

vi. the systems are in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

G. Key Managerial Personnel (KMP)

In compliance with the provisions of the Section 203(1) of the Act, the Company has three KMPs, viz. Shri Ashish U. Bhuta- Chairman and Managing Director, Shri Dilip H. Bhuta-Whole Time Director and CFO and Shri Ashish R. Shah- Company Secretary and Compliance Officer as on 31st March, 2024. No changes in KMP took place during the year under review.

5. Internal Control System including Internal Financial Control and their adequacy:

Jenburkt's internal controls are commensurate with its size and the nature of its operations. Appropriate systems of recording financial and operational activities/transactions, internal control, including monitoring procedures are maintained by the Company. This ensure that all assets are safeguarded against loss from unauthorized use or disposition and that the overall objects and goals are met within the organisation.

Jenburkt has, as a policy, well defined delegation of power with proper authority, ensuring appropriate responsibilities are carried out by the concerned with commitment to create organisation's assets and income.

Your Company strongly believe in financial prudence and ethical governance. The Internal control system involve overseeing the process effected by the Board and Senior Personnel of the Company, to provide reasonable assurance that the Company complies with the applicable laws, policies, codes, etc. and that such compliances are done in timely manner and are accurate and reliable. Proactive approach towards prevention and corrective measures are ensured.

The policies and procedures framed and practiced by the employees of the Company endeavours to provide for adequate checks and balances and are meant to ensure that all the approvals, authorisations, verifications, reconciliation, reviews are performed and recorded and all statutory compliances are done and reported wherever required.

The Company keeps investing in automation and latest technology to improve efficiency in business operations, a SAP based ERP system is in place in the Company. This ERP system integrate the Company's manufacturing and supply chain and key supporting functions like finance and accounts, marketing, sales, HR, etc. This system has also been installed at Company's Super Stockists to get data of their sales, stock, collection, breakage/expiry etc. The Company's investment in such technology ensure that your Company can work remotely almost instantaneously during covid like situations.

Further to above, a software for Structured Digital Database (SDD) has been installed in Company's own server, as required under SEBI - Prohibition of Insider Trading Regulations, 2011 (SEBI-PIT). All the Unpublished Price Sensitive Information (UPSI) of the Company are recorded in it, as and when generated. The trading, transactions etc. by the designated and connected persons in the equity shares of the Company are also recorded regularly.

The audit committee of the Company carries out inter-alia, the functions specified under the Act and SEBI-LODR. The Company has a well-defined whistle blower policy under its vigil mechanism.

The Company's accounts are overviewed every quarter by the Internal Auditors and Statutory Auditors. The Company's cost data are also verified by the Cost Auditors. The Company's secretarial compliances are verified by secretarial auditors. There have been no major adverse observations reported by any of them for the year under review. For the operational issues reported by them, the Company took necessary corrective actions to rectify them.

Your Company's financial health is robust, it's a debt-free and cash rich Company, maintaining and ensuring liquidity and financial agility, this provide it the flexibility to seize growth opportunities swiftly. The Company's commitment to paying vendors and stakeholders promptly strengthens its partnerships, ensuring a smooth supply chain. Your Company is also prompt in meeting all its statutory obligations. This disciplined approach ensures that our financial commitments are met without compromising our financial stability.

After paying handsome dividends, the profits are ploughed back to business, every year. This enable the Company to focus on strategic and diversified investment, research and developments and sustainable growth. Stringent financial control ensures transparency, accuracy and various timely compliances. The board is of the opinion that the Company's internal financial controls are adequate and effective.

6. Research & Development:

At the core of our R&D philosophy is the exploration of multiple therapeutic areas, with an emphasis on the flourishing consumer wellness segment. In response to evolving consumer needs,in addition to advancing pharmaceutical formulations, the Company is spearheading initiatives in the consumer wellness segment, with several "first-to-the-world" products. These innovative offerings underscore our unwavering commitment to pushing the boundaries of scientific discovery and delivering tangible benefits to consumers worldwide. Some noteworthy additions include:

• Zixa Strong Ortho Pain Massage Oil

• Zixa Strong Pain Relief Balm

• Zixa Strong Headache Roll On

• Zixa Strong Muscle Recovery Gel

• Zixa Strong Sports Recovery Oil

• Zixa Strong Period Cramp Relief Roll-On

Furthermore, our recent launch of Zix DT Tablets in the domestic market has addressed the need for orthopedics. These initiatives have not only led to product improvement and cost reduction but have also facilitated product development and import substitution.

As active members of industry associations, we stay abreast of all the latest developments to ensure that our practices remain at the forefront of industry standards. Ultimately, our unwavering commitment to ethics, principles, and quality assurance positions us for continued growth and success in the competitive pharmaceutical and consumer wellness landscape.

7. Material development in Human Resources:

At Jenburkt, we recognize that our people are the cornerstone of our success. This year, our HR department focused on cultivating a dynamic and inclusive workplace that empowers employees to achieve their full potential and drives organizational excellence. We believe in building a talent pipeline internally. We launched the Internal Job Posting (IJP) initiative, creating a robust system for promoting qualified employees to open positions. This initiative fosters a culture of motivation and growth, allowing high-performing individuals to advance their careers within Jenburkt.

Our HR practices are centered on creating a performance- driven culture that fosters speed, agility, and collaboration. We are committed to fostering a growth-oriented mindset by providing tailored training programs, mentorship opportunities and personalized career paths. This empowers employees to thrive in a dynamic environment that encourages continuous learning and innovation. Our flagship QUEST program, a cross-functional training intervention, has been a cornerstone of employee development since 2007. Our internal HR team developed and delivered QUEST 2023 and 2024, resulting in a program that met its objectives with an enhanced learning experience for participa nts.

We have implemented a comprehensive set of policies and procedures, ensuring a uniform, positive work environment. FY 2023-24 witnessed the successful implementation of a well-calibrated succession plan transition in the Manufacturing and Sales & Marketing functions. Experienced leaders transitioned out after long and successful careers at Jenburkt, paving the way for new leaders to take charge.

At Jenburkt, we align our people strategy with our business strategy. We take pride in our diverse workforce, with women comprising 55% of our plant workforce. We champion gender diversity and strive to create a truly inclusive workplace where everyone feels valued and empowered to contribute their unique strengths. Looking ahead, we are committed to instilling a Jenburkt-first mindset across all levels of the organization, fostering a deep sense of ownership, pride, and dedication to our shared success.

8. International Business:

The global pharmaceutical market is highly competitive. We face competition from established international players with significant resources, alongside regional and national competitors from India. Competition is intense across pricing, product features, regulatory approvals, customer service, credit options, marketing, and research & development.

While navigating this competitive landscape and securing regulatory approvals for new products, our performance in Benin, Kenya, and Nigeria was impacted due to limited foreign exchange access for customers while in Sri Lanka socio- political issues led to delays in order placements and deliveries, consequently affecting sales volume. Additionally, maintaining a healthy receivables-to-sales ratio presented its own challenges.

Despite these hurdles, your company achieved a sales turnover of approx f20 crore, by export, for financial year 2023-24. We have a strategic plan focused on international expansion to solidify our position and drive growth. Our strategy encompasses:

• Expanding our product portfolio by 3-5 products in existing markets.

• Entering at least two new international ma rkets.

This approach will allow us to capitalize on new opportunities and achieve significant growth within the global pharmaceutical landscape.

9. Segment wise performance:

Your Company operates exclusively in one segment i.e. pharmaceutical formulations.

10. Details of significant changes in key financial ratios:

a. Inventory Turnover ratio has remained almost same from 3.62 times (2022-23) to 3.60 times (2023-24).

b. Interest coverage ratio improved from 90.55 times (2022- 23) to 130.94 times (2023-24), due to marginal reduction in finance cost coupled with higher net profit.

c. Change in Return on Net worth: The net worth of the Company rose from f 12,238.97 Lac (2022-23) to

f 14,494.02 Lac (2023-24). The return on net worth decreased from 20.10% (2022-23) to 17.92% (2023-24).

d. Total Debt Equity Ratio improved from 0.16 times (2022- 23) to 0.14 times (2023-24).

e. Debtors' turnover decreased from 8.46 times (2022-23) compared to 8.29 times (2023-24).

f. Current Ratio increased from 5.14 times (2022-23) to 6.70 times (2023-24).

g. Operating profit margin increased marginally from 24.41% (2022-23) compared to 25.02% (2023-24).

Figures of the previous year are re-arranged wherever required due to re-grouping or re-arranging of figures of the financial year 2023-24, for proper comparison.

11. Statutory Auditors and Report:

The auditors of the Company viz. M/s. D. R. Mehta & Associates (Reg. No.:106207W) have confirmed their eligibility to act as the auditors of the Company for the period from conclusion of the ensuing 39th AGM (2024) till conclusion of 40th AGM (2025) for auditing the financial statement of the Company for the financial year 2024-25.

The Company has appointed them for a term of five consecutive years from the conclusion of the 37th AGM held on 29th July, 2022 to the conclusion of the 42nd AGM to be held in the year2027.

The auditors' report with unmodified opinion on the standalone audited financial statements of the Company pertaining to financial year 2023-24 as submitted by them was disclosed/circulated, as required.

Pursuant to Section 134(2)(ca) of the Act, the Auditors have stated in their report that in terms of Section 143 (12) of the Act, in the course of their duties, they have no reason to believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

12. Secretarial Auditors and Report:

Kindly find attached "Annexure-A and A-1" to this report, the secretarial audit report for the financial year 2023-24, presented by M/s. Nilesh G. Shah & Associates, Practicing Company Secretaries, in prescribed format i.e. Form MR-3.

Their annual secretarial compliance report under regulation 24A(2) of SEBI-LODR pertaining to financial year 2023-24 was also received by the Company and submitted to the stock exchange, as required.

M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries have confirmed that they are eligible to act as the secretarial auditors of the Company for the financial year 2024-25.

The Board has appointed the Secretarial Auditors viz. M/s.

Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries till financial year2025-26.

Secretarial auditors' observations and Company's replies:

1) It was observed that a member of the promoter group (Mr. Mahesh Bhuta) inadvertently entered into the sale of equity shares of the company during the closure of the trading window, in violation of the provisions of Regulation 9 of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. As a consequence, the company has issued a warning letter and levied a penalty of f 10,000/-, which the Company has remitted to the Investor Protection and Education Fund of the SEBI.

— The Company has submitted a report in specified format to BSE Ltd., in this regard, which is self-explicit. Besides that, a warning letter was issued to Mr. Mahesh Bhuta and a penalty of f 10,000/- was levied to him. The said amount was promptly deposited in to IPEF (SEBI).

2) It was noted that the Company has filed revised Corporate Governance Report for the quarter ended 30th September, 2023 in response to a query raised by BSE Ltd. due to a minute error which was rectified through revised filing. The system of BSE Ltd. filing treat such second filing as fresh filing.

— The original Corporate Governance report for the quarter ended 30th September, 2023 was filed within the prescribed timeline. On a query raised by BSE Ltd. due to a minute error in the said report, the Company had filed revised Corporate Governance report, in response, for rectifying the said minute error.

13. Maintenance of Cost records and the Cost Auditors:

Pursuant to section 148(1) of the Act, Companies (Cost Record and Audit) Amendment Rules, 2014 and in pursuance of the order of the Central Government, your Company is, as required, prepare and maintain cost records, for its pharmaceutical formulations.

M/s. Kirit Mehta & Co. were appointed as the cost auditors, by the Board of Directors of the Company, on the recommendation of the Audit Committee, for auditing the cost records of the Company. The Company is in receipt of their letter confirming that their firm is free from disqualification and eligible for appointment as the cost auditors of the Company for the financial year 2024-25.

An ordinary resolution has been proposed in the notice convening the ensuing 39th AGM of the Company, for ratification of their fees for the financial year 2024-25.

14. Annual Return:

In compliance with section 92(3) and 134(3)(a) of the Act, Company's annual return, in the prescribed form no. MGT-7, containing particulars, as they stood on the close of the financial year 2022-23, as duly submitted to the Ministry of Corporate Affairs is placed on the website of the Company, viz. www.jenburkt.com. For the web link of the same, kindly refer to report on Corporate Governance in this Annual Report.

15. Particulars of loans, guarantees or investments made by the Company:

Pursuant to Section 186 of the Act, during the financial year 2023-24, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company. The investments in securities made by the Company are within the limits set under the applicable provisions of the Act.

16. Particulars of related party transactions:

A policy on "Materiality of related party transactions and dealing with related party transactions" of the Company as approved by the Board, is available on the Company's website, viz. www.jenburkt.com. For the web link of the same, kindly refer details provided in the report on Corporate Governance in this Annual Report.

A. No materially significant related party transaction, in terms of Section 188 of the Act and rules made thereunder, was entered into by the Company during the financial year 2023-24, with its promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company, at large. None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company.

Two Leave and License agreements, which are not material in nature, entered into by the Company during the financial year 2022-23, were in ordinary course of business and at arm's length basis. They are voluntarily disclosed (though not "Material" in nature) in the prescribed form No. AOC-2, by the Company and annexed to this report as "Annexure- B".

The Company has no Material related party transactions in terms of Regulation 23 of SEBI-LODR and in terms of the Company's policy.

None of the Directors on the Board or any KMPs, apart from receiving their respective remuneration and dividend on their shareholdings, has any pecuniary transaction with the Company, or interse, which has potential conflict of interest with the Company.

B. Other Disclosures:

(a) Disclosure in terms of Regulation 34(3) read with sub clause (1) of clause A (Related Party Disclosure) of Schedule V of SEBI -LODR:

- This requirement is not applicable to the Company.

(b) Disclosure in terms of Regulation 34(3) read with sub clause (2) of clause A (Related Party Disclosure) of Schedule Vof SEBI-LODR:

- This requirement is not applicable to the Company as it doesn't have any Holding or Subsidiary Company.

(c) Disclosure in terms of Regulation 34(3) read with sub clause (2A) of clause A (Related Party Disclosure) of Schedule Vof SEBI-LODR:

-Kindly refer to disclosure in AOC-2 at "Annexure-B" annexed to this report.

17. Corporate Social Responsibility (CSR):

During the year under review, on the basis of recommendation by the CSR Committee and approval by the Board, in compliance with the provisions of Section 135 and Schedule VII of the Act, the CSR activities were carried out by the Company, directly, in accordance to requirements laid under the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended. CSR is an integral part of Company's culture and is being followed with emphasis on its implementation as required by the applicable laws. The annual report on CSR, brief outline on Company's CSR policy and a brief note on CSR activities of the Company, CSR expenditures made during the year under review and other required details are set out in prescribed format in the report on CSR, which is annexed to this report as "Annexure-C".

The CSR policy of the Company is available on the website of the Company, viz.

https://www.jenburkt.com/Other_Info/20152016/Policy%20on%20CSR.pdf.

18. Investors' Education and Protection Fund (IEPF):

The Company has taken appropriate steps to intimate those shareholders who have not claimed their dividend for consecutive seven years, regarding the transfer of dividend and corresponding shares to IEPF, by way of writing individual letters (e-mail), information under notes to the notice convening AGMs and publishing newspaper notices, regarding their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account.

Necessary actions were taken by the Company for creating unpaid dividend accounts and uploading status of unpaid dividends, yearwise, with required details on its website, in pursuance to section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, from time to time. Further, steps were taken, as required under the said Act and Rules, for transferring the unclaimed dividend amount lying in the Company's unclaimed dividend bank account pertaining to the interim and final dividend for the financial year 2015-16 to IEPF authority during the financial year 2023-24 along with the corresponding equity shares.

The shareholders are hereby informed that the dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said rules of IEPF. The Com pa ny Secreta ry is the nodal officer of the Company.

The shareholders are requested to claim their dividend, from the Company, if not encashed yet, from financial year 2016-17 onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any. Individual letters are already sent to the shareholders, in this regard and newspapers advertisement are also published, to alert those who have not yet claimed their past dividend(s) if any.

The shareholders are advised to take note that the details of the shareholders unclaimed dividend and shares transferred to IEPF are available on the website of the Company, viz. www.jenburkt.com. as well as uploaded on the website of IEPF viz. www.iepf.gov.in. Further, transfer of unclaimed dividend amount pertaining to financial year 2016-17 will take effect during financial year 2024-25.

19. Secretarial Standards:

The secretarial standard-1 on the meetings of Board of Director and its Committees, and the secretarial standard-2 on general meetings as formulated and issued by The Institute of Company Secretaries of India (ICSI), are followed and complied by your Company during the financial year 2023-24.

Majority of the provisions of the other secretarial standards, as formulated by ICSI and which are non-mandatory and are recommendatory in nature, were voluntarily complied with by the Company, during the financial year 2023-24.

20. Report on Corporate Governance:

Pursuant to the relevant provisions of the Act and SEBI-LODR, a detailed report on the Corporate Governance of the Company and the secretarial auditor's certificate regarding Company's compliances with Corporate Governance norms during financial year 2023-24 are attached to this Annual Report.

21. Policy on Vigil Mechanism:

A vigil mechanism of the Company has been established in pursuance of Section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR, by forming a whistle blower policy of the Company, inter alia providing adequate safeguard against any victimization of any employee and / or Director of the Company.

With a clear intent of zero tolerance towards unethical conduct or behavior within the Company, the Company has in place a policy on Vigil Machanism. Over the years, through its strong vigil mechanism, your Company is known for carrying on business with ethics, integrity and values.

The Employee/Director of the Company are free to d isclose or report any genuine concern, regarding wrongful misconduct (as defined in said policy), including reporting instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. No employee or Director of the

Company was denied access to the audit Committee. There was no reporting of any such event during the year. The Audit Committee review the functioning of vigil mechanism / whistle blower policy. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com. Policy on code of conduct is also uploaded on the said website www.jenburkt.com.

22. Cyber Security:

During the year under review, no cyber security related issue experienced by the Company. The Company, as an on-going process, is strengthening its cyber security infrastructure to safeguard itself from any security issues, in future.

23. Other Information:

A. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as "Annexure-D", to this report.

B. In pursuance of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of employees, are annexed herewith as "Annexure-E" to this report.

C. Risk management plan: Your Company has formulated a risk management plan and have constituted a risk management Committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

D. In terms of Section 134(3) (l) of the Act-No Material changes or commitments have occurred, affecting the financial position of the Company, after 31st March, 2024 till date.

24. General:

Disclosure or reporting is not required by the Company with respect to the following items as there were no transactions nor any reporting required on these items for the year under review:

A. The disclosure under Schedule V (A) (2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company, since your Company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Compa ny.

B. Details relating to deposits covered under Chapter V of the Act.

C. Issue of equity shares with differential rights as to dividend, voting or otherwise.

D. Issue of shares (including sweat equity shares) to employees of the Company, under any scheme.

E. As certified by the RTA no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- (F) of the SEBI- LODR.

F. No application was made, nor any proceedings is pending against the Company under the Insolvency and Bankruptcy code, 2016, during the year.

25. Disclosure under sexual harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013:

In accordance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, your Company has framed a policy and also have constituted an internal complaints committee headed by a woman employee. No complaint, in this regard, was received by the Committee, during the year. The Annual Report under the said Act, for the year 2024 has been submitted to the District Officer, as required.

26 Significant and Material Order passed by the Regulators or Courts or Tribunals:

No significant or material orders were passed by the regu lators or courts or tribunals which may impact the going concern status and Company's operations in future. However, details of pending legal matters are mentioned herein above.

27. Appreciation:

The Board appreciate the retiring senior directors' hard work, dedication and attachment towards the Company throughout their long tenure. Please join us in celebrating their achievements and wishing them all the best in their well- deserved retirement.

The Board also congratulate the incoming directors on the Board.

The employees are the assets for the growth of the Company, your Directors acknowledge their untiring support and place on record their gratitude and convey sincere appreciations for the hard work and excellent commitment displayed by each of them, during the year under review. Your Director also thank all the Stakeholders, various Government Departments and Agencies for their co-operation and support throughout.