Nath Bio-Genes (India) Ltd

The Directors of the Company are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS

(Rs in Lacs)

2. COMPANY'S PERFORMANCE AND OPERATION.

Revenue from operations during the financial year ended 31st March 2025 was 36,230.81 lakhs, compared to 33,262.49 lakhs in the previous year, representing an increase of 8.19%. The Standalone Profit After Tax for the year under review was 4,214.01 lakhs, reflecting a 4.65% increase over the previous year. This improvement was driven by a better product mix, effective cost management, and increased sales.

3. DIVIDEND.

In view of the proposed growth plan, the Directors have recommended a dividend for the financial year 2024-25 of Rs. 2/-(i.e., 20%) per equity share of the nominal value of Rs. 10.00 per share fully paid up, subject to approval of shareholders in the upcoming Annual General Meeting of the Company.

4. DEPOSITS.

The company has not accepted any public deposits during the year under review.

5. SHARE CAPITAL.

The paid-up equity share capital as on 31st March 2025 was Rs. 190040000/- divided into 19004000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue, or preferential issue during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it initiated any stock option schemes

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2024-25 containing complete Balance Sheet, Statement of Profit & Loss, other statements, and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). The full version of Annual Report 2024-25 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website at www.nathbiogenes.com.

7. TRANSFER TO RESERVES.

The entire profit earned during the FY25 available after appropriation was transferred to retained earnings.

8. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company has prepared the financial statements to comply in all material respects, in accordance with the applicability of Indian Accounting Standards.

9. CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the relevant provisions of Section 133 of the Companies Act, 2013 and Ind As-110 on Consolidated Financial Statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors are pleased to attach the consolidated financial statements with Nath Bio-Genes (CA), Uzbekistan, for the financial year ended March 31, 2025, which forms part of the Annual Report.

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/S Neha P Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the specified time. And it is available on the Company's website i.e. www.nathbiogenes.com

At the Annual General Meeting held on 30^th June 2022, M/s Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 30^th June 2022, had appointed M/s Gautam N Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of Annual General Meeting to be held in year 2027, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

The Board of Directors of the Company had appointed M/s M.K. Ghatiya and Associates, Company Secretaries, as Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March 2025. The Internal Audit reports are being reviewed by the Audit Committee of the Company.

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

15. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2025. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure V.

Joint Venture Nath Bio-Genes CA,: A Joint Venture with 90% stake holding has been duly incorporated & registered under the statute of Republic of Uzbekistan.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors, and has applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the company as of 31^st March 2025 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently.

vi. 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.

Ms. Jeevanlata Kagliwal (DIN 02057459) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

The detailed report for the Corporate Governance report has been separately given as part of Annual Report.

The Certificate issued by M/s Neha P Agrawal, Practicing Company Secretary, Chhatrapati Sambhajinagar, with respect to Compliance with the condition of corporate governance report is annexed to the Report.

The total number of employees of the Company as on 31st March 2025 was 451. Other details are provided separately in Annexure-I.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to Board for approval. The particulars of contracts or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC 2 and is set out as Annexure II and forms part of this report.

Provided Separately as Annexure III.

The loans given or guarantees provided, or investments made by the Company during the financial year 2024-25 as per Section 186 of the Companies Act, are disclosed in the Balance Sheet and Audit Report.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

32. HUMAN RESOURCE MANAGEMENT

Significant work in Research & Development, Supply chain, Marketing etc. was successfully undertaken at Nath Bio-Genes successfully. We work as team by aligning objectives with organizational strategy to drive business outcomes successfully and personal motivation. This success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The individual talent of employees was effectively utilized through strategic human resource initiatives driven to achieve business goals. Today, Nath Bio-Genes strength of 451-member strong work force drives our growth effectively and efficiently.

Pursuant to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the board has approved and adopted the Dividend Distribution Policy and the same is available at Companies website and provided as Annexure-VI to the Annual Report.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading, the Company has its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. The Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2025, to the date of signing of the Director's Report.

The Company is exposed to various business risks. These risks are driven by external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee. The following is a summary of sexual harassment complaints received and disposed of during the year

No. of complaints received: Nil No. of complaints disposed of: Nil

38. ENVIRONMENTAL SAFETY.

The Company is conscious of the importance of environmentally clean and safe operations. The

Company's policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources.

The Company has a vigil mechanism named Whistle Blower Policy/Vigil Mechanism to deal with instances of fraud and mismanagement, if any.

The Whistle Blower Policy/Vigil Mechanism has been formulated by the Company with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or ethics policy or any other unethical or improper activity including misuse or improper use of accounting policies and procedures resulting in misrepresentation of accounts and financial statements and incidents of leak or suspected leak of unpublished price sensitive information.

The Company is committed to adhere to the highest standards of ethical and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment The Whistle Blower Policy/Vigil Mechanism also provides safeguards to ensure that employees availing the mechanism are not subject to victimization or unfair treatment. The Company affirms that no personnel have been denied access to the Audit Committee or the whistle blower reporting mechanism.

Currently the Board has Five Committees: 1. Audit Committee. 2. Stakeholders' Relationship Committee, 3. Nomination & Remuneration committee. 4. Corporate Social Responsibility Committee 5. Risk Management Committee

A detailed note on the Board and its committees, composition, and compliances, as per the applicable provisions of the Act and Rules, is provided under the Corporate Governance Report.

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract of the annual return for FY 2025 in the prescribed Form No. MGT-9, is uploaded on Company's website www.nathbiogenes.com.

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not among the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

The Company's Shares are listed on BSE Limited and National Stock Exchange of India Limited.

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliance by the Companies and permitted the service of Annual Reports and other documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to those members who have registered their email ids with their respective depositories. Members may note that Annual Reports and other communications are also made available on the Company's website;

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

The Company enjoyed cordial relations with its employees at all levels. Your directors accord their appreciation of the support and co-operation of all employees and count on them for the accelerated growth of the Company.

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.