Your directors have pleasure in presenting their 30thAnnual Report together With Audited
Statement of Accounts ol the Company for the year ended 31' March. 2024.

FINANCIAL RESULTS:

The Working results of the Company are as under:

BUSINESS OPERATIONS & PROSPECTS:

Financial Year 2023-2024 has been yet another year of achievements for your Company.
Performance highlights of your Company for the Financial Year 2023-2024 are mentioned
briefly to give all, an overview of accomplishments of the Company.

During the year under review your company has sales turnover of Rs. 18.49 Cr.(in respect of
its existing activities).Profit aftertax to Rs.27.79 Lacs.

DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors of the Company
do nol recommend dividend for the year.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature If business during the year.

SHARE CAPITAL:

The paid-up equity share capital as on 31*¹ March. 2024 was Rs 44,805,000/-. There was no
public issue, right issue, bonus issue or preferential Issue etc. during the year The company

has not issued shares with differentia! voting rights, sweat equity shares nor has it granted any
stock options.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The board of Directors duly met 6 times in a year and in respect of these meetings proper
notices were given and the proceedings were properly recorded in the minute's book of the
company maintained for this purpose under the Companies Act. 2013.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has no any subsidiary, joint venture or associate companies.

DISCLOSURE BY INDEPENDENT DIRECTOR IN THE BOARD REPORT U/S 149 (10):

The board of the company consist of 6 Directors, out of which three are independent
Directors, one Mana ging Director and one whole Time Director.

All independent Directors have given declarations that they meet the criteria of Independence
as laid down under Section 149 of the Companies Act. 2013 and SEBI(Listing Obligations and
Disclosure Requirements) Regulation.2015 which has been relied on by the company.

CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION
& ANALYSIS REPORTS:

As per Regulation 27(2) of the SEBI (LODR) Regulations. 2015. Corporate Governance
Report with Auditors' Certificate thereon and Management Discussion and Analysis are given
in Annexure B forming part of this Report.

MARKETING:

Your Company has continued manufactunng agreement with Reckit Benckiser India Ltd., for
sales of Isabgol Husk based product Fybogel'. Abbot Healthcate Pvt Ltd., for sales of
'FABOLITE' .Karnataka Antibiotics & Pharmaceuticals Ltd for sale of Husky Radiant
Nutracetical Bangladesh for exports. Rhine Biogemcs Pvt. Ltd for sale of ’Trugol SF Powder'
Nutragemx Healthcare Pvt Ltd. for sale of Fibapure Group of product and Appolo Pharmacy
for sale of Sat-lsabgol etc. Your Company has also continued manufacturing agreement with
Karnataka Antibiotics & Pharmaceuticals Limited for sale of Isabgol Husk based product on
third party contract manufacturing.

EXPORT:

During the period under review your company exported Rs..39016106.00 (US$
470788.40).The Company continued its focus on development of Export Markets, for
Albendazole Bolus, Fibron SF Powder and Fibermate (Isabgol based formulations) to
supplement the present low domestic demand situation During the current year under review
company entered into manufacturing contract with South America based well known
Pharmaceuticals Company.

CORPORATE GOVERNANCE:

The report on the Corporate Governance code along with a certificate from the Auditors of
the Company regarding the Management Discussion and Analysis Report are annexed to this
report

DIRECTOR’S RESPONSIBILITY STATEMENT:

The Directors confirm:

1. In the preparation of the annual accounts the applicable accounting standards had
been followed.

2. The Directors have selected such accounting policies and applied them
consistentlyand made judgment and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affair of the Company at the end of
financial year and of the profit of the Company for that period

3. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of The Companies Act. 2013 for
safeguarding the assets of the Company and for preventing and detecting fraudand
other irregularities.

4. The company has prepared the attach annual statement for the year ended 31''March,
2024 a going concern basis.

5. The Directors have laid down internal financial controls to be followed by the Company
and that such Internal financial controls are adequate and are operating effectively;
and

6. There is proper system to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company
under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company
meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act.2013.

ANNUAL EVALUATION OF THE BOARD AND BOARD COMMITTEES :

The Board carried out an annual evaluation of its own performance, of the Independent
Directors individually as well as of the working of the Committees of the Board. The evaluation
of performance of the Board and its Committees, Independent Directors, Non-Independent
Directors and Chairperson carried out by the Board was found to be highly satisfactory. The
Board also noted that all the Independent Directors of the Company are fulfilling the criteria of
their independence as per the provisions of section 149 (6) of the Companies Act, 2013 and
Regulation 16 (1) (b) of SEBI (LODR) Regulations, 2015.

DEPOSITORY SYSTEM:

Your Company has entered into agreement with National Secunties Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) to enable members to hold shares
in Dematerialized form.

LISTING INFORMATION :

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fees
for the year 2023-2024 have been paid to BSE.

DEMATERIALISATION OF SHARES

The Promoters and Promoter group have dematerialized88.16% of their shareholding as on
date of this report. The Promoters andPromoter Group have finished the dematerialization of
their shareholding whatever has been possible.

INDUSTRIAL RELATIONS:

Industrial relations remained cordial throughout the year. Your Directors place on record their
deep appreciation of the contribution made by the employees at all levels.

DEPOSITS:

The company has not invited or accepted any Deposits within the meaning of Section 73 of
the Companies Act, 2013 and the rules made there under.

LOANS. GUARANTEE AND INVESTMENTS:

Pursuant to the Provision of Section 186(4) of the Companies Act, 2013 requiring disclosure in
the financial statements of the full particulars of the loan given. Investment made or guarantee
given or security provided directly or indirectly, to any person (other than to employees under
contractual obligations) or to other body corporate. The company does not make any
investment in secunties or give guarantee to any other body corporate. Further, the company
has not given any loan to others during the year ended March 31, 2024

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts of
Tribunals impacting the going concern status of the Company.

AUDIT COMMITTEE:

The Audit committee of the Comprises of Mr.Jashodaben S. Patel .Thereafter Mrs. Krutiben
M Patel, Mr.Jitendra P. Limbachiya and Mr Hasmukh S. Darji and Mr.Mustufa NAjmuddin
JodhpurwalaMembers.Themembers of the Audit Committee duly met 5 times in year.

The details of terms of reference of the Audit Committee, number and dates of meetings held,
attendance of the Directors and remuneration paid to them are given separately in the
attached Corporate Governance Report.

REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination committee of the Comprises of Mr. Jashodaben S Patel
Thereafter Mrs. Krutiben M Patel and Mr. Jitendra P Limbachiya as Members.The members
of the Remuneration and Nomination committee duly met 4 times in year.

The details of terms of reference of the Remuneration and Nomination Committee, number
and dates of meetings held, attendance of the Directors and remuneration paid to them are
given separately in the attached Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Comprises of Mrs. Krutiben M. Patel, Mr.
Hasmukh S. Darji and Mr.Mustufa NAjmuddin Jodhpurwala as Members.The members of the
Stakeholders Relationship Committeeduly met 4 times in year

The details of terms of reference of the Stakeholders Relationship Committee number and
dates of meetings held, attendance of the Directors and remuneration paid to them are given
separately in the attached Corporate Governance Report.

DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Pursuant to the recommendation of the Nomination and Remuneration Committee, Ms.. Esha
M. Patel (DIN: 10100236) was appointed by the Board of Directors as a Executive Director
w.e.f. 17-05-2023 for a period of 3 Years, subject to approval of the Members of the Company
in the ensuing Annual General Meeting.

Further Shri Jashodaben S Patel(DIN 05201715). Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Jitendra P Limbachiya ( DIN07391184) it is proposed to re-appoint himfor term as an
independent Director for a period of five years which shall be starts from the 8thJanuary, 2025
to 7thJanuary, 2030.'’

Mr. Mustufa N Jodhpurwala (DIN09040329) it is proposed to re-appoint himfor term as an
independent Director for a period of five years which shall be starts from the 7th February .
2025 to 6* February. 2030."

Mr. Hashmukh S Darji (DIN02416004) it is proposed to-re appoint him for term as an
independent Director for a period of five years which shall be starts from the1 ^J April. 2024 to
31stMarch, 2029 *

PERSONNEL:

There are no employees covered Under Section 197 of the Companies Act. 2013 read
withCompanies (Particulars of Employees) Rules. 1975 and hence no informationis required
to thisreport.

INTERNAL CONTROL AND ITS ADEQUACY:

The company has adequate Internal controls and processes in place with respect to its
financial statements which provides reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements. These controls and processes are
driven through various policies, procedures and certifications. The processes and controls are
reviewed periodically. The company has a mechanism of testing the controls at regular
intervals for their design and operating effectiveness to ascertain the reliability and authenticity
of financial information.

CORPORATE SOCIAL RESPONSIBILITYfCSR):

Since the Company's net worth does not exceed Rs.500 crores or Company’s turnover does
not exceed Rs.1000 crore or the Company’s net profit does not exceed Rs.5 crore for any
financial year, the provisions of section 135 of the Companies Act,2013are not a pplicable to
the Company.

PARTICULARS OF CONSERVATION OF ENERGY ETC.:

Particulars with respect to Conservation of Energy as per Section 134 of tneCompanies Act,
2013 read with the (Disclosures of particulars the Report of Board ofDirectors) Rules. 1988
and forming part of the Directors.

AUDITORS:

IWs. Milind Shah & Company . Chartered Accountants, (FRN: 127734W) has tendered
resignation from the post of Statutory Auditor of the Company with effect from October 3, 2023
and to fill the casual vacancy arises due to resignation. M/s. Jain and Golechha, Chartered
Accountants (FRN: 119637W) were appointed as a Statutory Auditor of the Company in Extra¬
ordinary General Meeting held on November6. 2023 and that they shall hold office of Statutory
Auditors of the Company from the conclusion of Extra ordinary General Meeting held on
November 6. 2023 until the conclusion of next Annual General Meeting of the Company. The
Company has received certificate under section 139 of the Companies Act, 2013 from M/s.
Jam and Golechha. Chartered Accountants (FRN: 119637W) signifying that the re¬
appointment if made at the ensuing Annual General Meeting will be within the limits specified.

Accordingly, it is proposed to appoint M's. Jam and Golechha, Chartered Accountants (FRN:
119637W) as the Statutory Auditors of the Company for term of three years from F.Y. 2024-25
to F Y 2026-27. The resolution for the said appointment of M/s. Jain and Golechha, Chartered
Accountants (FRN; 119637W) being part of the Notice of the ensuing Annual General Meeting
of the members.

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED
MARCH 31.2024:

M/s Jain and Golechha, Statutory Auditor of the Company has audited books of account of
the Company for the financial year ended March 31, 2024 and have issued the Auditors'
Report thereon. The auditor's report does not contain any qualification, reservation or adverse
remark or Disclaimer

COST AUDITORS & COST AUDIT REPORT:

Pursuant to the directives of the Central Government under the provisions of Section 148(3) of
the Companies Act. 2013,the appointment of Cost Auditors is not applicable to the Company.

SECRETARIAL AUDITORS:

Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014. the Company with
the approval of its Board, appointed Mi's. Ajay Parikh & Associates, a firm of Company
Secretanes in practice to undertake the Secretarial Audit of the company for the financial year
ended March 31,2024. The Secretarial Audit Report is herewith as annexure. The Secretarial
Auditors in their Secretarial Audit Report/in theAnnexure to their Audit Report have not
provided with anyqualification.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

There are no qualifications or adverse remarks in the Auditors' Report which require any
clarification/ explanation. The notes on financial statements are self - explanatory, and needs
no further explanation.

Further the Auditor's Report for the Financial year ended 3T' March. 2024 is annexed
herewith for your kind perusal and information.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis and are in compliance with
the applicable provisions of section 188 of the Companies Act. 2013 There are no materially
significant related party transactions made by the company with promoters. Directors or key
Managerial Personnel etc which may have potential conflict with the interest of the company
at large

The details of the transactions with Related Party are provided In the accompanying financial
statements in Form AOC-2 enclosed as Annexure D.

PBEVENTipjLO^

The Company has formulated a Policy on Prevention of Sexual Harassment at Woikplace for
prevention, prohibition and redressa! of sexual harassment at workplace in accordance with the Sexual
Harassment of Women at Workplace(Prevention. Prohibition and Redrossal) Act. 2013 (hereinafter
referred to as "Prevention of Sexual Harassment Act") Internal Complaints Committees have also been
set up to redress any such complaints received The Company iscommltted to providing a safe and
conducive work environment to all of its employees and associates The Companyporiodically conducts
sessions for employees across the organization to build awareness about the Policy and theprovisions
of Prevention of Sexual Harassment Act.

No Complaints of sexual harassment were received during the Financial year 2023-24 by the Company

RISK MANAGEMENT

The Company has put in place adequate effective system and man power for the purposes of
risk Management by formulating risk management policy of the Company.

INSURANCE:

All the properties of the Company including Building, Plant & Machinery,
Stock and Stores have been adequately insured.

CASH FLOW STATEMENT:

As required by amended Clause 32 of the Listing Agreement a Cash Flow Statement is
appended.

FORMAL ANNUAL EVALUATION:

The Company has devised a policy for performance evaluationof Independent directors.
Board, Committees Aindividualdirectors which includes criteria for performance evaluation of
executive directors & non executive directors.Boardof directors have expressed their
satisfaction with theevaluation process.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES:

The Company has formulated a Policy to establish a vigil mechanism for Directors and
employees of the Companyto report concerns about unethical behavior, actual or suspected
fraud or violation of the company's code of conduct.

APPRECIATION:

Your Directors express their sincere thanks for the co operation and assistance receivedfrom
Dena Bank. Your Directors also express their gratitude to the investors.Employees, Agents.
Dealers and Consumers of the Company for their valuable supportand continued confidence
report in the company.

By order of the Board

PLACE: Sidhpur Smt. Jashodaben S. Patel

DATE:17.05.2024 (CHAIRMAN)