Directors Report of Everest Organics Ltd.

Mar 31, 2025

Your Directors are pleased to present the 32nd Annual Report on the business and operations of the
Company together with the Audited Financial Statement for the financial year ended March 31,2025.

1. FINANCIAL RESULTS AND OPERATIONS:

i. Financial Results:

The Financial performance of your Company for the year ended March 31, 2025 as compared
with the previous year is summarized below:

(Rs. in Lakhs)

S. No.	Particulars	2024-25	2023-24
I	Total Revenue	16,016.59	19,812.74
II	Profit before Financial Cost, Depreciation, and Tax	790.98	1,187.26
III	Less: Financial Cost	518.99	546.65
IV	Less: Depreciation	596.24	579.58
V	Profit Before Tax	(324.26)	61.04
VI	Less: Provision for Income Tax	0	10.00
VII	Less: Deferred Tax	(195.22)	37.12
VIII	Profit After Tax	(129.03)	13.92
IX	Other Comprehensive Income	(159.84)	-
X	Total Comprehensive Income for the period	(288.87)	13.92
XI	Add: Brought forward from Previous Year	3,783.99	3,821.49
XII	Closing Balance of Reserves & Surplus	6,023.64	3,783.99

ii. Operations:

During the year under review, your Company has registered a total revenue of Rs. 16016.59
Lakhs as against Rs. 19812.74 Lakhs for the previous corresponding year.

Whereas the Net loss of the Company was Rs. (129.03) lakhs as against Net profit of Rs. 13.92
lakhs for the previous year. Earnings per share for the year was Rs. (2.97).

2. DIVIDEND:

The Board of Directors of the Company did not recommend any dividend for the FY 2024-25.

3. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs. 2428.95 lakhs to the general reserves during the
financial year ending March 31,2025.

4. SHARE CAPITAL:

1. Authorized Share Capital: During the year under review, there was no change in Authorised
Share Capital of the Company.

2. Paid up Share Capital: During the year under review there was a change in the paid-up share
capital of the Company. The Company issued 17,10,526 equity shares and 2,63,157 warrants
convertible into 2,63,157 equity shares of Rs. 10/- each at a price of Rs. 152/ each to promoter and
non-promoters on a preferential basis.

Issue was approved by Shareholders of the Company at its Extra Ordinary General Meeting held on
January 08, 2025. Allotment was made at Board Meeting dated January 13, 2025.

Post allotment of Equity Shares, paid up share capital increased from Rs. 80,000,000/- (Rupees
Eight Crore Only) to Rs. 9,71,05,260/- (Rupees Nine Crore Seventy-one Lakh Five Thousand Two
Hundred and Sixty only).

Apart from the above, there have been no changes in the Share Capital during the year under
review.

5. DEPOSITS FROM PUBLIC:

During the year under review, your Company has not accepted any deposits from public pursuant to
the provision of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from
public was outstanding as on the date of the balance sheet.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of the business of the
Company.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / associate companies during the year
under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed report on the Management Discussion and Analysis for the year under review as
stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section and forms part of this Annual Report.

9. CORPORATE GOVERNANCE REPORT:

Your directors reaffirm their continued commitment to adhere to the highest standards of Corporate
Governance. In compliance with the Regulation 34 (3) read with Schedule V (C) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Companies Act, 2013, the Corporate Governance Report as on March 31, 2025 as stipulated under
the Listing Regulations forms part of this Annual Report. The requisite certificate from the Secretarial
Auditors of the Company confirming compliance with the conditions of Corporate Governance is
annexed to the Corporate Governance Report and forms part of this Annual Report.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive
and Independent Directors. Relevant information on composition of the Board and number of
meetings is provided in ''Board of Directors'' section of Corporate Governance Report which forms
part of this Annual Report.

a) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation
25 (8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of
Independence, stating that they meet the criteria of Independence as laid down in Section 149(6)
of the Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”).

b) Directors Retiring by Rotation:

In compliance with the requirements of the Companies Act, 2013 and Article of Association of the
Company Mr. Srikakarlapudi Harikrishna Executive Director, retires by rotation at the ensuing
Annual General Meeting and being eligible, offered himself for re-appointment. Your Board of
Directors recommends his re-appointment His brief profile has been provided in the notice and
forms part of this Annual Report.

c) Appointment and Cessation of Directors:

During the year under review:

Appointments

a. Mr. Venkata Satyanarayana Murthy Vadali, Non-Executive - Independent Director
(DIN:01568277) was appointed w.e.f. November 13, 2024.

b. Mr. Kirankumar Rampally, Non-Executive - Non-Independent Director, (DIN: 07621817) was
appointed w.e.f. January 13, 2025.

Resignations

a. Mr. Akella Parvathisem, Executive Director (DIN:00910224), resigned w.e.f. November 13,
2024.

b. Mr. Ramakrishnamraju Kounparaju, Independent Director (DIN: 01735481), retired by
completion of tenure w.e.f. September 27, 2024.

c. Mr. Kakarlapudi Sitarama Raju, Non-Executive - Non-Independent Director (DIN:
02955723), demised on September 07, 2024.

d. Mr. Venkatasatyanarayana Murthy Chayaly, Non-Executive - Independent Director (DIN:
01460761) resigned w.e.f November 13, 2024.

d) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were following
changes in the Key Managerial Personnel of the Company during the year under review:

(i) Resignation of Mr. Abdur Rahman from the position of Company Secretary and Compliance
Officer of the Company w.e.f June 07, 2024.

(ii) Appointment of Mr. Tanmay Kumar Jena as the Company Secretary and Compliance officer of
the Company w.e.f. November 13, 2024.

(iii) Resignation of Mr. Tanmay Kumar Jena from the position of Company Secretary and
Compliance Officer of the Company w.e.f March 26, 2025.

(iv) Appointment of Ms. Shweta Singh as the Company Secretary and Compliance officer of the
Company w.e.f. August 05, 2025.

As on the date of this report, the Company has the following Key Managerial Personnel:

S. NO.	NAME OF KMP	DESIGNATION
1	Dr. Sri Kakarlapudi Sirisha	Managing Director & Chief Executive Officer
2	Mr. Srikakarlapudi Harikrishna	Whole- Time Director
3	Mr. Ramakrishna Peruri	Chief Financial Officer
4	Ms. Shweta Singh	Company Secretary & Compliance Officer. *

Note:

*Ms. Shweta Singh, Company Secretary and Compliance officer, w.e.f August 05,2025.

Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the
Corporate Governance Report, which forms part of this Annual report.

e) Meetings of the Board:

During the year under review, six (6) meetings of the Board of Directors were convened and held.
The intervening gap between the meetings was within the period prescribed under the Act and the
SEBI Listing Regulations. For details of Board meetings, please refer the Corporate Governance
Report, forming part of this Annual Report.

f) Committee of Board and details of meetings:

The various Board constituted Committees as stipulated under the Companies Act and Listing
Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee; and

All the recommendations made by the Committees of Board including the Audit Committee were
accepted and approved by the Board.

During the year under review, four (4) meetings of the Audit Committee, two (2) meeting of
Nomination and Remuneration Committee, one (1) meeting of Stakeholders Relationship
Committee and no meeting of Corporate Social Responsibility (CSR) Committee were convened
and held. Brief details pertaining to composition, terms of reference, meetings held and attendance
thereat of these Committees during the year has been enumerated in the Corporate Governance
Report, which forms part of this Annual Report.

g) Board Evaluation:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule
8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 (10) of the Listing Regulations, an
evaluation of the performance of the Board, its committees and members were undertaken. For
details, please refer to the Corporate Governance Report, forming part of this Annual Report.

h) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board are based on a combination of criterion
that includes ethics, personal and professional stature, domain expertise, gender diversity and
specific qualification required for the position. The potential independent Board member is also
assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of
Nomination and Remuneration Committee, the Board has formulated and adopted a remuneration
policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the
guidelines related to performance evaluation of Directors, remuneration principles and Board
diversity, the policy is available on the website of the Company:http://www.everestorganicsltd.com/
investors/Corporate%20Governance/Policies/Policy%20on%20Nomination%20 %20Remunerati
on.pdf.

i) Board Diversity:

Your Company recognises and embraces the importance of a diverse board in its success. The
Board has adopted the Board Diversity Policy, which sets out the approach to the diversity of the
Board of Directors. The said Policy is available on the website of the Company
https://everestorganicsltd.com/investors/Corporate%20Governance/Policies/Policv%20of%20Bo
ard%20Diversity.pdf

j) Compliance with Secretarial Standards:

During the year under review, the Company continues to complies with the various provisions of all
Secretarial Standards, including amendments thereto, as issued by the Institute of Company
Secretaries of India (‘ICSI’).

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place proper and adequate Internal Financial Control systems commensurate with
the nature of its business, size and complexity of its operations with reference to financial statements.
Internal control systems comprising of policies and procedures designed to ensure reliability of financial
reporting timely feedback on achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations, and that all assets and resources as acquired are used
economically.

12. BOARD POLICIES:

The various policies that the Board has approved and adopted in accordance with the requirements
set forth by the Act and the SEBI Listing Regulations can be accessed at our website at
https://everestorganicsltd.com/Policies.html.

13. DIRECTOR’S RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief your Directors state that:

a. In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any:

b. They had selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for the year
under review;

c. They 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 fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended March, 31,2025 on a ‘going
concern basis’;

e. They had laid down proper internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory auditors and external
consultants and the reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the Company’s Internal Financial
Controls were adequate and effective during the financial year 2024-25.

14. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are in compliance of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015. 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.

All Related Party Transactions entered into by the Company were in the Ordinary Course of Business
and at an Arm’s Length basis and were reviewed and approved by the Audit Committee and the Board.
Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A
statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis,
specifying the nature, value and terms and conditions of the transactions. Complete details of Related
Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as
approved by the Board may be accessed on the Company’s website:
http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Policy%20on%20Re
lated%20Party%20Transaction.pdf.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is
attached as “BR_Annexure - I” to this Annual Report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in upholding professional integrity and ethical behaviour in the conduct of its
business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower
Policy which serves as a mechanism for its Directors and employees to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal.
The policy also provides access to the Chairperson of the Audit Committee under certain circumstances.
The details of establishment of such mechanism are available on the website of the Company:
http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Vigil%20Mechanism
Whistle%20Blower%20Policy.pdf.

Whistle Blower Policy and affirmation that none of the personnel have been denied access to the Audit
Committee. The Company has in place a Whistle Blower Policy for Vigil mechanism for Directors and
employees to report to the management about the unethical behavior, fraud, violation of Company’s
Code of Conduct.

16. AUDITORS AND AUDIT REPORT:

a) Statutory Auditors:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time,
M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad (Firm Registration No.
003228S) were appointed as the Statutory Auditors of the Company for a term of five consecutive
years from the conclusion of the 29^th Annual General Meeting held on September 24, 2022 till the
conclusion of the 34^th Annual General Meeting.

Pursuant to the provisions of Section 141 of the Act, the auditors have confirmed that their
appointment is in compliance with the conditions prescribed by the said section and hold valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and
are eligible to continue to hold the office for rest of their tenure.

b) Board’s response on Auditors’ Qualifications. Reservations or Adverse Remarks:

The qualifications made by the Statutory Auditors in the Independent Auditors’ Report for the
financial year ended March 31,2025 read with explanatory notes therein are self-explanatory and
therefore do not call for any further explanation or comments from the Board under Section 134 (3) of
the Companies Act, 2013, other than those mentioned below:

The Auditors’ Report contains one qualification which was re-produced below:

The revocation order of Telangana State Pollution Control Board (TSPCB) dated 4th February, 2022
in connection with the closure order dated 22nd Dec 2020, stipulates that, the company cannot
exceed its production capacity indicated in its order No. TSPCB/RCP/SRD/CFO& HWA/HO/ 2017¬
2714, Dt. 22-11-2017. However, the company is operating at a substantially enhanced level of actual
production without necessary approvals from TSPCB in the form of Consent for Establishment
(CFE) for starting the establishment, followed by the consequent Consent for Operation (CFO).
Such non-compliance could impact the going concern status of the company in the form of Closure
Order from TSPCB. According to the explanations given to us, the management of the Company is
in the process of addressing the issue and the Company made application for Consent for
Establishment for the enhancement in capacities and the application is pending approval and the
company also obtained Environmental Clearance Certificate for the proposed enhanced capacity.

The management reply for the said qualification in the Auditors’ Report was given below:

Management has already applied for CFE and awaiting approvals by TSPCB. Environmental
clearance certificate has already been received by the company.

c) Report:

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013 as amended from time to
time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the
year under review.

d) Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s.
Harikrishna & Associates, Chartered Accountants, as an Internal Auditors of your Company
pursuant to the provisions of Section 138 of the Companies Act, 2013 for the FY 2025-26. M/s.
Harikrishna & Associates have confirmed their willingness to be re-appointed as an Internal Auditors
of the Company and are submitting their reports on quarterly basis.

e) Cost Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s.
PKR & Associates, LLP, Cost Accountants, Hyderabad as the Cost Auditors of the Company
pursuant to the provisions of Section 148 of the Companies Act, 2013 for the FY 2025-26. The
provisions also require that the remuneration of the cost auditors be ratified by the shareholders and
accordingly the same is put forward to the shareholders in the notice convening 32^nd Annual General
Meeting for their ratification.

f) Cost Audit Report for the year ended March 31,2025:

The Cost Audit Report for the financial year 2024-25 issued by M/s. PKR & Associates, LLP, Cost
Accountants, are self-explanatory and therefore do not call for any further explanation or comments
from the Board. The same will be filed with the Central Government within the stipulated timeline.

g) Maintenance of Cost Records:

The provisions of Cost Records are applicable to the Company and the Company has made and
maintained the cost records as specified by the Central Government under sub-section (1) Section
148 of the Companies Act, 2013.

h) Secretarial Auditors:

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D.
Hanumanta Raju & Co., Practicing Company Secretaries, were re-appointed as the Secretarial
Auditors of the Company to carry out the Secretarial Audit for the year ending March 31,2025.

i) Annual Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the
Secretarial Auditors, along with the management response to the observations/ qualifications, in
form no. MR-3 is annexed as “BR_Annexure - II” to this Annual Report.

j) Annual Secretarial Compliance Report:

An Annual Secretarial Compliance Report for the financial year ended March 31, 2025 on
compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was
obtained from M/s. D. Hanumanta Raju & Co., Secretarial Auditors and submitted to the stock
exchange.

17. RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controls to effectively
manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition
in the market, consolidation of manufacturers, who have branded products, fluctuations in prices as well
as availability of raw materials, decline in sales volume and the huge increase in logistics prices.

18. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD
AND SENIOR MANAGEMENT PERSONNEL:

The Company has a comprehensive Code of Conduct (the Code) in place pursuant to Regulation 17 (5)
of Listing Regulations, applicable to all the senior management personnel and Directors including
Independent Directors to such extent as may be applicable to them depending on their roles and
responsibilities. Declaration on compliance with Code of Conduct by the Managing Director is annexed
as “BR_Annexure - III” and forms part of this Annual Report.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in proving a safe and harassment free workplace for every individual
working in its premises through various policies and practices. The Company always endeavours to
create and provide an environment that is free from discrimination and harassment including sexual
harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at
prevention of harassment of employees and lays down the guidelines for identification, reporting and
prevention of undesired behaviour. An Internal Complaints Committee (“ICC”) has been constituted and
re-constituted by the senior management (with women employees constituting the majority). The ICC is
responsible for redressal of complaints related to sexual harassment and follows the guidelines provided
in the Policy.

During the year ended March 31, 2025, no complaints pertaining to sexual harassment have been
reported.

20. PROHIBITION OF INSIDER TRADING-

The Company has established a Code of Conduct for Prohibition of Insider Training (“Code”) to govern,
monitor, and report trading in the Company’s shares by designated persons and their immediate
relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.

The Code outlines the procedures that designated persons must follow when trading or dealing in the
Company’s shares and sharing Unpublished Price Sensitive Information (“UPSI”).

The Company’s compliance team sends bi-weekly communications to inform the designated person
about the compliance dos and don’ts related to Insider Trading Regulations, ensuring understanding and
adherence to the Code. The Code can be accessed at the Company’s website at
https://everestorganicsltd.com/investors/Corporate%20Governance/Code%20of%20Conduct/Code%
20of%20Conduct Insider%20Trading%20Policy.pdf

21. OTHER DISCLOSURES:

a) Annual Return:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the
Company for the year ended March 31, 2025, has been hosted on the Company’s website,
http://www.everestorganicsltd.com/investors/Financial%20Info/Annual%20Reports/Annual%20R
eturns/Annual%20Return 2024-25.pdf.

b) Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Particulars pertaining to conservation of energy, technology absorption and foreign exchange
earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time are
annexed as “BR_Annexure - IV” to this Annual Report.

c) Loans/ Guarantees/ Investments under Section 186 of the Companies Act, 2013:

Pursuant to the provisions of Section 186 (3) and all other applicable provisions of the Companies
Act, 2013, the Company has not granted any Loans and Guarantees or made any Investments and
Securities provided during the year under review.

d) Disclosure regarding Employee Stock Option Scheme:

Pursuant to the provision of Sections 62 (1) (b) of the Companies Act, 2013 read with Rule 12 (9) of
the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any
equity shares under Employee Stock Option Scheme, during the year under review.

e) Disclosure regarding Unclaimed Shares:

Pursuant to the provisions of SEBI (LODR) Regulations 2015, during the year the Company had
transferred 360 (Three hundred and sixty) unclaimed Equity Shares to the Everest Organics Limited
- Unclaimed Suspense Account. 180686 (One Lakh Eighty Thousand Six Hundred and Eighty-Six)
Equity Shares i.e. 1.86% were still lying under “Everest Organics Limited - Unclaimed Suspense
Account” as on March 31,2025.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

No significant and / or material orders, passed by any Court or Regulator or Tribunal, which may impact
the going concern status or the Company’s operations in future.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AFTER THE CLOSE OF THE YEAR TILL THE DATE OF THIS REPORT:

During the year under review, there was no change in Authorised Share Capital of the Company.

During the year under review there was a change in the paid-up share capital of the Company. The
Company issued 17,10,526 equity shares and 2,63,157 warrants convertible into 2,63,157 equity shares
of Rs_ 10/- each at a price Rs. 152/- each to promoter and non-promoters on a preferential basis.

Issue was approved by Shareholders of the Company at its Extra Ordinary General Meeting held on
January 08, 2025. Allotment was made at Board Meeting dated January 13, 2025.

Post allotment of Equity Shares, paid up share capital increased from Rs. 80,000,000/- (Rupees Eight
Crore Only) to Rs. 9,71,05,260/- (Rupees Nine Crore Seventy-one Lakh Five Thousand Two Hundred
and Sixty only).

Apart from above, there were no material changes and commitments affecting the financial position of
the Company after the balance sheet date till the date of the Report.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Company is in compliance with the
provisions of Section 135 of the Companies Act, 2013 which consists of three directors including one
executive director, one non-executive director and one non-executive independent director. The
Chairman of the committee is a Non-Executive Independent Director. The CSR Committee has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company, as approved by the Board.

The Company has Corporate Social Responsibility Policy in place and is made available on Company’s
website, and can be accessed through the weblink: http://www.everestorganicsltd.com/investors/
Corporate%20Governance/Policies/Corporate%20Social%20Responsibility%20Policy.pdf.

Since there are no profits in the Company during the immediately preceding financial year, the company
was not required to spend the amount towards Corporate Social Responsibility. However, the Company
had voluntarily contributed to Aroor Village Welfare, Gopularam Village welfare and Konapur Village
Welfare amount aggregating to Rs. 3.44 lakhs.

25. PARTICULARS OF EMPLOYEES AND REMUNERATION:

In compliance with the requirement of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the remuneration details of Directors and employees are annexed herewith as
“BR_Annexure - V and forms part of this Annual Report.

26. HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view,
your Company takes utmost care to attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher levels of performance. The
unflinching commitment of employees is the driving force behind the Company’s vision. Your Company
appreciates the spirit of its dedicated employees.

27. OTHER DISCLOSURES:

During the year under review:

1. The Company has not issued any equity shares with differential voting rights as to dividend, voting or
otherwise;

2. The Company has not issued any sweat equity shares to employees of the Company under any
scheme; and

3. The Company has not bought back any of its securities during the year under review.

4. There are no proceedings initiated/pending against your Company under the Insolvency and
Bankruptcy Code, 2016, and there is no instance of one-time settlement with any Bank or Financial
Institution.

5. During the year under review, the Company has not made any one-time settlement.

28. ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the significant contribution made by its
employees through their dedication, hard work and commitment at all levels. The board of directors also
acknowledge the support extended by the analysts, bankers, government agencies, media, customers,
suppliers, shareholders and investors at large. The Board look forward to your continued support in the
Future.

For and on behalf of the Board of Directors of
Everest Organics Limited

Date: 05.08.2025
Place: Hyderabad

Sd/- Sd/-

Venkata Satyanarayana Murthy Vadali Srikakarlapudi Sirisha

Director Managing Director

DIN:01568277 DIN: 06921012

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Mar 31, 2024

Your Directors are pleased to present the 31^st Annual Report on the business and operations of the Company together with the Audited Financial Statement for the financial year ended March 31,2024.

1. FINANCIAL RESULTS AND OPERATIONS:

i. Financial Results:

The Financial performance of your Company for the year ended March 31, 2024 as compared with the previous year is summarized below:

(Rs. in Lakhs)

S. No.	Particulars	2023-24	2022-23
I	Total Revenue	19,812.74	18,999.20
II	Profit before Financial Cost, Depreciation, and Tax	1,187.26	787.34
III	Less: Financial Cost	546.65	330.95
IV	Less: Depreciation	579.58	447.40
V	Profit Before Tax	61.04	8.99
VI	Less: Provision for Income Tax	10.00	1.50
VII	Less: Deferred Tax	37.12	25.71
VIII	Profit After Tax	13.92	(18.22)
IX	Other Comprehensive Income	-	-
X	Total Comprehensive Income for the period	13.92	(18.22)
XI	Add: Brought forward from Previous Year	3,821.49	3,880.00
XII	Closing Balance of Reserves & Surplus	3,783.99	3,821.49

ii. Operations:

During the year under review, your Company has registered a total revenue of Rs. 19,812.74 Lakhs as against Rs. 18,999.20 Lakhs for the previous corresponding year.

Whereas the Net profit of the Ccompany was Rs. 13.92 lakhs as against Net loss of Rs. (18.22) lakhs for the previous year. Earnings per share for the year was Rs. 0.17.

2. DIVIDEND:

The Board of Directors of the Company did not recommend any dividend for the FY 2023-24.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserves during the financial year ending March 31,2024.

4. SHARE CAPITAL:

There was no change in the Share Capital of the Company, during the year 2023-24. The paid-up Equity Share Capital as on March 31,2024 was Rs. 80,000,000/- (Rupees Eight Crores only).

5. DEPOSITS FROM PUBLIC:

During the year under review, your Company has not accepted any deposits from public pursuant to the provision of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of the business of the Company.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / associate companies during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of this Annual Report.

9. CORPORATE GOVERNANCE REPORT:

Your directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with the Regulation 34 (3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Corporate Governance Report as on March 31, 2024 as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report and forms part of this Annual Report.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. Relevant information on composition of the Board and number of meetings is provided in ''Board of Directors'' section of Corporate Governance Report which forms part of this Annual Report.

a) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

b) Directors Retiring by Rotation:

In compliance with the requirements of the Companies Act, 2013 and Article of Association of the Company Mr. Srikakarlapudi Harikrishna Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Your Board of Directors recommends his re-appointment His brief profile has been provided in the notice and forms part of this Annual Report.

c) Appointment and Cessation of Directors:

The sudden demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company was reported on July 31, 2023 and the cessation of his directorship was noted by the Company at its Board Meeting held on August 12, 2023. During the year under review Mr. Prasad Venkata Satya Sundara Srikakolapu was appointed as Director (Non-Executive Independent Director) w.e.f. September 01,2023 and he has confirmed that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

d) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were following changes in the Key Managerial Personnel of the Company during the year under review:

(i) Resignation of Ms. Rekha Singh from the position of Company Secretary and Compliance Officer of the Company w.e.f October 09, 2023.

(ii) Appointment of Mr. Abdur Rahman as the Company Secretary and Compliance officer of the Company w.e.f. November 11,2023.

(iii) Resignation of Mr. Abdur Rahman from the position of Company Secretary and Compliance Officer of the Company w.e.f June 07, 2024.

As on the date of this report, the Company has the following Key Managerial Personnel::

S. NO.	NAME OF KMP		DESIGNATION
1	Dr. Srikakarlapudi Sirisha		Managing Director & Chief Executive Officer
2	Mr. Ramakrishna Peruri		Chief Financial Officer

Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms part of this Annual report.

e) Meetings of the Board:

During the year under review, four (4) meetings of the Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. For details of Board meetings, please refer the Corporate Governance Report, forming part of this Annual Report.

f) Committee of Board and details of meetings:

The various Board constituted Committees as stipulated under the Companies Act and Listing Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee; and

(iv) Corporate Social Responsibility (CSR) Committee.

All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.

During the year under review, four (4) meetings of the Audit Committee, one (2) meeting of Nomination and Remuneration Committee, twelve (19) meetings of Stakeholders Relationship

Committee and no meeting of Corporate Social Responsibility (CSR) Committee were convened and held. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in the Corporate Governance Report, which forms part of this Annual Report.

g) Board Evaluation:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 (10) of the Listing Regulations, an evaluation of the performance of the Board, its committees and members were undertaken. For details, please refer to the Corporate Governance Report, forming part of this Annual Report.

h) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board diversity, the policy is available on the website of the Company;http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies /Policy% 20on%20Nomination%20_%20Remuneration.pdf.

i) Compliance with Secretarial Standards:

During the year under review, the Company continues to complies with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India (''ICSI'').

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place proper and adequate Internal Financial Control systems commensurate with the nature of its business, size and complexity of its operations with reference to financial statements. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief your Directors state that:

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

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. They 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 fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended March, 31,2024 on a ''going concern basis'';

e. They had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2023-24.

13. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. 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.

All Related Party Transactions entered into by the Company were in the Ordinary Course of Business and at an Arm''s Length basis and were reviewed and approved by the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company''s website: http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Policy%20on%20Re lated%20Party%20Transaction.pdf.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as “BR_Annexure - I” to this Annual Report.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower Policy which serves as a mechanism for its Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The details of establishment of such mechanism are available on the website of the Company: http://www.everestorganicsltd.com/investors/ Corporate%20Govemance/PoNdes/VigN%20Mechanisiri_Whistle%20Blower%20PoNcy.pdf.

Whistle Blower Policy and affirmation that none of the personnel have been denied access to the Audit Committee. The Company has in place a Whistle Blower Policy for Vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud, violation of Company''s Code of Conduct.

15. AUDITORS AND AUDIT REPORT:

a) Statutory Auditors:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 003228S) were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 29th Annual General Meeting held on September 24, 2022 till the conclusion of the 34th Annual General Meeting.

Pursuant to the provisions of Section 141 of the Act, the auditors have confirmed that their appointment is in compliance with the conditions prescribed by the said section and hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and are eligible to continue to hold the office for rest of their tenure.

b) Board''s response on Auditors'' Qualifications. Reservations or Adverse Remarks:

The qualifications made by the Statutory Auditors in the Independent Auditors'' Report for the financial year ended March 31, 2024 read with explanatory notes therein are self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013, other than those mentioned below:

i. The revocation order of Telangana State Pollution Control Board (TSPCB) dated 4th February 2022 in connection with the closure order dated 22nd Dec 2020, stipulates that, the company cannot exceed its production capacity indicated in it''s order No. TSPCB/RCP/SRD/CFO& HWA/HO/ 2017-2714, Dt. 22-11-2017. However, the company is operating at a substantially enhanced level of actual production without necessary approvals from TSPCB in the form of Consent For Establishment (CFE) for starting the establishment, followed by the consequent Consent For Operation (CFO). Such non-compliance could impact the going concern status of the company in the form of Closure Order from TSPCB. According to the explanations given to us, the management of the Company is in the process of addressing the issue. Refer to Note No.32(viii)(a).

Directors'' Comments: During the year under review, the Management is in process of receiving approvals for such enhanced capacity of production. The Company has made application for necessary approvals and upon payment of appropriate fees the approvals will be granted. Hence effect on the Company as a going concern would not arise

ii. During the year under report, certain sales are made by the company on or before 31st March, 2024 for which control over the goods have not been passed on to the respective customers though dispatches were made on or before the aforesaid date and the same is not in accordance with Ind-AS 115 on Income Recognition. Considering the corresponding effect of the previous year 2022-23, the impact on Net Profit after tax for the year ended 31.03.2024 and reserves and surplus under Balance sheet have been overstated by

Rs.194.73 Lakhs and the net turnover for the year ended 31.03.2024 have been overstated by Rs.609.45 Lakhs.

Directors'' Comments: During the year under review, the sales made at the year end were subsequently shipped and control over goods has been transferred to the respective customers. Management is of the opinion that, as the control has been transferred and sale is completed. Accordingly, the revenue and profitability are certain of realisation and do not have any impact of revenue and profit of the Company.

iii. In respect of Ind AS-19 Employee Benefits, there is a non-compliance as under

(a) . As stated in the notes to the financial statements of the company, the company has not

revised the provision for the liability on account of gratuity payable which was made in earlier period based on the management''s own assessment instead of actuarial valuation and the gratuity liability is shown at 31.03.2024 under report, the liability for payment of gratuity has been shown at Rs. 162.17 Lakhs. As per the valuation obtained from LIC the gratuity liability is coming to Rs.247.03 Lakhs as on 31.03.2024. Thus, there is an understatement of liability and expenditure to the extent of Rs.84.86 Lakhs in the financial statements.

(b) . As per LIC Fund account statement, fund balance as on 31.03.2024 is coming to Rs.191.17

Lakhs, which is shown as Rs.162.17 Lakhs in the financial statements. Thus, the Other Comprehensive Income and reserves are understated by Rs.29.99 Lakhs

Directors'' Comments: During the year under review, the Company has made the adequate provision for the Gratuity Liability, However , the management will take up the Actuarial valuation soon and will review there on.

iv. The company has made a turnover of Rs.19,724.13 Lakhs for the year ended 31st March 2024. The sundry debtors as at 31st March, 2024 stood at Rs.10,008.55 Lakhs and out of which in respect of the Sundry debtors outstanding at Rs.2869.26 Lakhs only confirmations were obtained at any time during the year.

Directors'' Comments: During the year under review, the Company has priorly communicated to all the receivable parties for confirmation of balances and have received confirmations from significant number of parties and are still receiving them on a continuous basis and expect the rest of the confirmations also soon.

v. During year 2022-23, the company has capitalised expenditure incurred on R&D to the extent of Rs. 209.65 lakhs under the head Intangible Assets-Products under Development instead of treating it as revenue expenditure and charging it in the Statement of Profit & loss Account. Out of this an amount of Rs.41.93 Lakhs has been amortised to profit and loss a/c and balance amount of Rs.167.72 Lakhs has been carried in the balance sheet under the head Intangible Assets-Products under Development. The nature of such expenditure shall be substantiated with tangible basis for certainty of corresponding future revenues against the expenditure being continued in the balance sheet at Rs.167.72 Lakhs. The expenditure shall also be identified and ascertained against each product under development. As the same was not furnished to us, we are of the opinion that the treatment of such expenditure as capital in nature is not in accordance with IND-AS 1 on Presentation of Financial Statements.

Based on the above the financial statements of the Company are not in compliance with the requirements of Ind AS 36, ''Impairment of Assets,'' and Ind AS 38, ''Intangible Assets.

Directors'' Comments: During the year under review, the Company has been incurring expenditure on development of various new products which take a time period of 3 to 5 years gestation for realising commercial benefits there from. The future economic returns of this product development activity at large are expected to outweigh the expenditure for such development. To match the future revenues with corresponding development cost the present expenditure for the product development is capitalised under the category of “Intangible Asset”.

vi. The company has adopted cash basis of accounting, as regards Sales commission payable to the sales agents. Hence the impact on the profit for the year and the consequential impact on the Reserves and Surplus of the Company as on the balance sheet date are not ascertainable.

Directors'' Comments: During the year under review, the liability for sales commission arises only after realisation of amount from sales made and on receipt of the bill from the agent. Sales made through agents are very less. In the view of the management there are no bills which are pending for accounting the liability thereon.

vii. During the Financial Year 2023-24 there were delays in making payments to the small and micro enterprises. The company is liable to pay interest for the delays in making Payments to these small and Micro enterprises to the tune of Rs.42 Lakhs. Also, this amount of interest payable is not provided in the financial statements.

Directors'' Comments: During the year under review, the company has made the full payment of principal portion of the dues to suppliers under the category of small and micro enterprises enterprise suppliers. The interest obligation met, keeping in view the relaxations that may get extended in this regard from the Government of India.

c) Report:

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013 as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

d) Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Harikrishna & Associates, Chartered Accountants, as an Internal Auditors of your Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the FY 2024-25. M/s. Harikrishna & Associates have confirmed their willingness to be re-appointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.

e) Cost Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s. PKR & Associates, LLP, Cost Accountants, Hyderabad as the Cost Auditors of the Company pursuant to the provisions of Section 148 of the Companies Act, 2013 for the FY 2024-25. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders and accordingly the same is put forward to the shareholders in the notice convening 30th Annual General Meeting for their ratification.

f) Cost Audit Report for the year ended March 31, 2024:

The Cost Audit Report for the financial year 2023-24 issued by M/s. PKR & Associates, LLP, Cost Accountants, are self-explanatory and therefore do not call for any further explanation or comments from the Board. The same will be filed with the Central Government within the stipulated timeline.

g) Maintenance of Cost Records:

The provisions of Cost Records are applicable to the Company and the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) Section 148 of the Companies Act, 2013.

h) Secretarial Auditors:

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, were re-appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending March 31,2025.

i) Annual Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in form no. MR-3 is annexed as “BR_Annexure - II” to this Annual Report.

j) Annual Secretarial Compliance Report:

An Annual Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. D. Hanumanta Raju & Co., Secretarial Auditors and submitted to the stock exchange.

16. RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products, fluctuations in prices as well as availability of raw materials, decline in sales volume and the huge increase in logistics prices.

17. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has a comprehensive Code of Conduct (the Code) in place pursuant to Regulation 17 (5) of Listing Regulations, applicable to all the senior management personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. Declaration on compliance with Code of Conduct by the Managing Director is annexed as “BR_Annexure - III” and forms part of this Annual Report.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in proving a safe and harassment free workplace for every

individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (“ICC”) has been constituted and re-constituted by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2024, no complaints pertaining to sexual harassment have been reported.

19. OTHER DISCLOSURES:

a) Annual Return:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the year ended March 31, 2024, has been hosted on the Company''s website, which can be accessed at http://www.everestorganicsltd.com/investors/Financial%20Info/ Annual%20Reports/Annual%20Returns/Annual%20Return_2023-24.pdf.

b) Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time are annexed as “BR_Annexure - IV” to this Annual Report.

c) Loans/ Guarantees/ Investments under Section 186 of the Companies Act. 2013:

Pursuant to the provisions of Section 186 (3) and all other applicable provisions of the Companies Act, 2013, the Company has taken Boards'' and Members approval at their meetings held on July 31, 2020 and September 08, 2020 respectively for an amount not exceeding Rs. 25 Crores in excess of the limits prescribed under the given Act. But the Company has not granted any Loans and Guarantees or made any Investments and Securities provided during the year under review.

d) Disclosure regarding Employee Stock Option Scheme:

Pursuant to the provision of Sections 62 (1) (b) of the Companies Act, 2013 read with Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any equity shares under Employee Stock Option Scheme, during the year under review.

The Board of Directors at their meeting held on August 09, 2017 have proposed to approve Employee Stock Option Scheme, which was later approved by the members at the 24th Annual General Meeting of the Company held on September 27, 2017 as the ESOP Scheme 2017.

The Company has further made an application for seeking “In-principal approval” prior to issue and allotment of 500000 Equity Shares consisting of 500000 Employee Stock under “Everest Employee Stock Option Plan 2017” in compliance with Regulation 12(3) of SEBI (Share Based Employee Benefits) Regulations, 2014, which was approved by the BSE Limited via its letter

dated January 12, 2021. The Company shall proceed with the said approval soon.

e) Disclosure regarding Unclaimed Shares:

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company had transferred 207792 (Two Lakh Seven Thousand Seven Hundred Ninety-Two) unclaimed Equity Shares to the Everest Organics Limited - Unclaimed Suspense Account. 181046 (One Lakh Eighty-One Thousand Four Hundred and Six) Equity Shares i.e. 2.26% were still lying under “Everest Organics Limited - Unclaimed Suspense Account” as on March 31,2024.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

No significant and / or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR TILL THE DATE OF THIS REPORT:

The material events that have occurred after the close of the financial year till the date of this report are as follows:

1. Rabeprazole API has been applied for Korean market;

2. For Bilastine API we have applied for Certificate of Suitability (COS);

3. Vonoprazole API has been developed in the R&D;

4. Pemetrexed intermediates has been commercialised.

No other material changes and commitments have occurred which may affect the financial position of the Company after the close of the Financial Year till the date of this report.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Company is in compliance with the provisions of Section 135 of the Companies Act, 2013 which consists of three directors including one executive director, one non-executive director and one non-executive independent director. The Chairman of the committee is a Non-Executive Independent Director. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, as approved by the Board.

The Company has Corporate Social Responsibility Policy in place and is made available on Company''s website, and can be accessed through the weblink:

http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Corporate%20Socia

l%20Responsibility%20Policy.pdf.

Since there are no profits in the Company during the immediately preceding financial year, the company was not required to spend the amount towards Corporate Social Responsibility.

However, the Company had voluntarily contributed to Aroor Village Welfare, Gopularam Village welfare and Konapur Village Welfare amount aggregating to Rs. 6.12 lakhs.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

In compliance with the requirement of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a

statement containing the remuneration details of Directors and employees are annexed herewith as “BR_Annexure - V and forms part of this Annual Report.

24. HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

25. OTHER DISCLOSURES:

During the Year Under Review:

1. The Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise;

2. The Company has not issued any sweat equity shares to employees of the Company under any scheme; and

3. The Company has not bought back any of its securities during the year under review.

4. During the year under review, the Company has not made any one-time settlement.

26. ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The board of directors also acknowledge the support extended by the analysts, bankers, government agencies, media, customers, suppliers, shareholders and investors at large. The Board look forward to your continued support in the Future..

For and on behalf of the Board of Directors

Date: 13.08.2024 Place: Hyderabad

Sd/- Sd/-

Ramakrishnam Raju Kounparaju Sri Kakarlapudi Sirisha

Chairman Managing Director

DIN: 01735481 DIN: 06921012

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Mar 31, 2023

Your Directors are pleased to present the 30^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS AND OPERATIONS:

i. Financial Results:

The Financial performance of your Company for the year ended March 31, 2023 as compared with the previous year is summarized below:

S. No.	Particulars	2022-23	2021-22
I	Total Revenue	18,999.20	20,225.78
II	Profit before Financial Cost, Depreciation, and Tax	787.34	863.88
III	Less: Financial Cost	330.95	310.28
IV	Less: Depreciation	447.40	379.67
V	Profit Before Tax	8.99	173.93
VI	Less: Provision for Income Tax	1.50	29.00
VII	Less: Deferred Tax	25.71	30.56
VIII	Profit After Tax	(18.22)	114.37
IX	Other Comprehensive Income	-	-
X	Total Comprehensive Income for the period	(18.22)	114.37
XI	Add: Brought forward from Previous Year	3,880.00	3,858.00
XII	Closing Balance of Reserves & Surplus	3,821.49	3,880.00

ii. Operations:

During the year under review, your Company has registered a total revenue of Rs. 18,999.20 Lakhs as against Rs. 20,225.78 Lakhs for the previous corresponding year.

Whereas the Net Loss of the Company was Rs. (18.22) Lakhs as against Net Profit of Rs. 114.37 Lakhs for the previous year. Earnings per share for the year was Rs. (0.23)/-.

2. DIVIDEND:

In view of the losses incurred during the year, your Directors did not recommend any dividend for the FY 2022-23.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserves during the financial year ending March 31,2023.

4. SHARE CAPITAL:

There was no change in the Share Capital of the Company, during the year 2022-23. The paid-up

Equity Share Capital as on March 31,2023 was Rs. 80,000,000/- (Rupees Eight Crores only).

5. DEPOSITS FROM PUBLIC:

During the year under review, your Company has not accepted any deposits from public pursuant to the provision of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the nature of the business of the Company.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint venture / associate companies during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed report on the Management Discussion and Analysis for the year under review as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms part of this Annual Report.

9. CORPORATE GOVERNANCE REPORT:

Your Directors reaffirm their continued commitment to adhere to the highest standards of Corporate Governance. In compliance with the Regulation 34 (3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Corporate Governance Report as on March 31, 2023 as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report and forms part of this Annual Report.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. Relevant information on composition of the Board and number of meetings is provided in ''Board of Directors'' section of Corporate Governance Report which forms part of this Annual Report.

a) Statement of Declaration given by Independent Directors:

In compliance with the provisions of Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of the Listing Regulations, all the Independent Directors have submitted the Declaration of Independence, stating that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

b) Directors Retiring by Rotation:

In compliance with the requirements of the Companies Act, 2013 and Article of Association of the Company Mr. Kakarlapudi Sitarama Raju, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Your Board of Directors recommends his re-appointment. His brief profile has been provided in the notice and forms part of this Annual Report.

c) Appointment and Cessation of Directors:

Pursuant to the provisions of the Companies Act, 2013, with the demise of a person, he immediately ceases to be the director of the companies wherever he was holding the directorship. The sudden demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company was reported on July 31, 2023 and the cessation of his directorship was noted by the Company at its Board Meeting held on August 12, 2023.

Pursuant to the sad demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company dated July 31, 2023, Mr. Prasad Venkata Satya Sundara Srikakolapu was appointed as an Additional Director (Non-Executive Independent Director) w.e.f. September 01, 2023 at the Board Meeting of the Company held on August 12, 2023. The Board recommends the appointment of Mr. Prasad Venkata Satya Sundara Srikakolapu as a NonExecutive Independent Director under section 149 of the Companies Act, 2013 for a term of five years for approval of the members at the ensuing Annual General Meeting. In accordance with Section 149(7) of the Companies Act, 2013, Mr. Prasad Venkata Satya Sundara Srikakolapu has confirmed that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

d) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were following changes in the Key Managerial Personnel of the Company during the year under review:

(i) Cessation of Dr. Srikakarlapudi Srihari Raju as Managing Director of the Company due to his demise w.e.f. April 25, 2022.

(ii) Change in designation of Dr. Srikakarlapudi Sirisha as Managing Director of the Company w.e.f. August 09, 2022.

(iii) Re-appointment of Mr. Ramakrishna Peruri as the Chief Financial Officer of the Company w.e.f. August 12, 2023.

As on the date of this report, the Company has the following Key Managerial Personnel:

S. NO.	NAME OF KMP		DESIGNATION
1	Dr. Srikakarlapudi Sirisha		Managing Director & Chief Executive Officer
2	Mr. Ramakrishna Peruri		Chief Financial Officer
3	Ms. Rekha Singh		Company Secretary & Compliance Officer

Remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms part of this Annual report.

e) Meetings of the Board:

During the year under review, four (4) meetings of the Board of Directors were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. For details of Board meetings, please refer the Corporate Governance Report, forming part of this Annual Report.

f) Committee of Board and details of meetings:

The various Board constituted Committees as stipulated under the Companies Act and Listing Regulations are as follows:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders Relationship Committee; and

(iv) Corporate Social Responsibility (CSR) Committee.

All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.

During the year under review, four (4) meetings of the Audit Committee, one (1) meeting of Nomination and Remuneration Committee, twelve (12) meetings of Stakeholders Relationship Committee and one (1) meeting of Corporate Social Responsibility (CSR) Committee were convened and held. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in the Corporate Governance Report, which forms part of this Annual Report.

g) Board Evaluation:

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 (10) of the Listing Regulations, an evaluation of the performance of the Board, its committees and members were undertaken. For details, please refer to the Corporate Governance Report, forming part of this Annual Report.

h) Appointment of Directors and Remuneration Policy:

The assessment and appointment of members to the Board are based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013, and on recommendations of Nomination and Remuneration Committee, the Board has formulated and adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management that outlines the guidelines related to performance evaluation of Directors, remuneration principles and Board diversity, the policy is available on the website of the Company;http://www.everestorganicsltd.com/investors/Corporate%20Governance/ Policies/Policy%20on%20Nomination%20_%20Remuneration.pdf.

i) Compliance with Secretarial Standards:

During the year under review, the Company continues to complies with the various provisions of all Secretarial Standards, including amendments thereto, as issued by the Institute of Company Secretaries of India (''ICSI'').

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has in place proper and adequate Internal Financial Control systems commensurate with the nature of its business, size and complexity of its operations with reference to financial statements. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.

12. DIRECTOR''S RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief your Directors state that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. They 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 fraud and other irregularities;

d. They had prepared the annual accounts for the financial year ended March, 31,2023 on a ''going concern basis'';

e. They had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2022-23.

13. RELATED PARTY TRANSACTIONS:

All Related Party Transactions are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. 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.

All Related Party Transactions entered into by the Company were in the Ordinary Course of Business and at an Arm''s Length basis and were reviewed and approved by the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details of Related Party Transactions are given in the Notes to Financial Statements forming part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transaction as approved by the Board may be accessed on the Company''s website: http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/Policy%20on%20Re lated%20Party%20Transaction.pdf.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2 and is attached as “BR_Annexure - I” to this Annual Report.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower Policy which serves as a mechanism for its Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The details of establishment of such mechanism are available on the website of the Company http://www.everestorganicsltd.com/investors/Corporate%20Governance/ Policies/Vigil%20Mechanism_Whistle%20Blower%20Policy.pdf.

Whistle Blower Policy and affirmation that none of the personnel have been denied access to the Audit Committee. The Company has in place a Whistle Blower Policy for Vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud, violation of Company''s Code of Conduct.

15. AUDITORS AND AUDIT REPORT:

a) Statutory Auditors:

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad (Firm Registration No. 003228S) were appointed as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 29th Annual General Meeting held on September 24, 2022 till the conclusion of the 34th Annual General Meeting.

Pursuant to the provisions of Section 141 of the Act, the auditors have confirmed that their appointment is in compliance with the conditions prescribed by the said section and hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and are eligible to continue to hold the office for rest of their tenure.

b) Board''s response on Auditors'' Qualifications. Reservations or Adverse Remarks:

The qualifications made by the Statutory Auditors in the Independent Auditors'' Report for the financial year ended March 31, 2023 read with explanatory notes therein are self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013, other than those mentioned below:

i. The revocation order of Telangana State Pollution Control Board (TSPCB) dated 4th February 2022 in connection with the closure order dated 22nd Dec 2020, stipulates that, the Company cannot exceed its production capacity indicated in its order No. TSPCB/RCP/SRD/CFO&HWA/HO/2017-2714, Dt. 22-11-2017. However, the Company is operating at a substantially enhanced level of actual production without necessary approvals from TSPCB in the form of Consent for Establishment (CFE) for starting the establishment, followed by the consequent Consent for Operation (CFO). Such non-compliance could impact the going concern status of the Company in the form of Closure Order from TSPCB.

Directors'' Comments: During the year under review, the Management is in process of receiving approvals for such enhanced capacity of production. The Company has made application for necessary approvals and upon payment of appropriate fees the approvals will be granted. Hence effect on the Company as a going concern would not arise.

ii. During the period under report, certain sales are made by the Company on or before 31st March, 2023 for which control over the goods have not been passed on to the respective

customers though dispatches were made on or before the aforesaid date and the same is not in accordance with IND-AS 115 on Income Recognition. Considering the corresponding effect of the earlier period i.e., 2021-22, the impact on Net Profit after tax for the year ended 31.03.2023 and reserves and surplus under Balance Sheet have been overstated by Rs. 70.65 Lakhs and the net turnover for the year ended 31.03.2022 have been overstated by Rs. 394.76 Lakhs.

Directors'' Comments: During the year under review, the sales made at the year end were subsequently shipped and control over goods has been transferred to the respective customers. Management is of the opinion that, as the control has been transferred and sale is completed. Accordingly, the revenue and profitability are certain of realisation and do not have any impact of revenue and profit of the Company.

iii. During the year, the Company has received Keyman Insurance claim on demise of Mr. SK Srihari Raju, Ex-CMD, amounting to Rs. 500 lakhs which was shown under Other Income instead of Exceptional items in Statement of Profit & Loss Account in the yearly results for FY 2022-23. Accordingly, the impact on Operational Profit (Earnings Before Interest & Tax) for FY 2022-23 was overstated by Rs. 500 lakhs resulting in the present Operational Profit (Earnings Before Interest & Tax) of Rs.496.12 lakhs instead of operating loss of Rs. 3.88 lakhs, there being no impact on the overall Net Profit of the Company for FY 2022-23.

Directors'' Comments: During the year under review, Earlier the Keyman Insurance premium paid was charged to P&L as normal business expenditure. Hence the Management is of the opinion that the compensation received there to shall also be treated as normal business income and accordingly treated as normal income.

iv. During the quarter under report, the Company has not revised the provision for the Liability on account of Gratuity payable which was made in earlier period based on the Management''s own assessment. The Company has not been following the making of provision for such liability basing on Actuarial Assessment. Further, the Company has not obtained any confirmation of liability from the Life Insurance Corporation of India in this regard during the past one year. Hence the impact on the profit for the year and the consequential impact on the Reserves and Surplus of the Company as on the balance Sheet date are not ascertainable.

Directors'' Comments: During the year under review, the Company has made adequate provision for the gratuity liability. However, the management will take up the actuarial valuation soon and will review there on.

v. The Company has made turnover of Rs.18,304.84 Lakhs for the year ended 31st March 2023. The Sundry Debtors as at 31st March, 2023 stood at Rs. 7795.71 Lakhs. Against this outstanding balance of Sundry Debtors confirmations were received only for Rs. 3612.13 lakhs by this date.

Directors'' Comments: During the year under review, the Company has priorly communicated to all the receivable parties for confirmation of balances and have received confirmations from significant number of parties and are still receiving them on a continuous basis and expect the rest of the confirmations also soon.

vi. The Debtors balance outstanding for more than 3 years for which provision for doubtful debts was not made is amounting to Rs. 58.62 lakhs as at 31st March 2023. As there were no active business transactions with those parties, provision should be made for entire amount of Rs. 58.62 lakhs for 2022-23. The impact on Net Profit after tax for the year ended 31.03.2023 and Reserves and Surplus under Balance Sheet have been overstated by Rs. 43.87 lakhs (Rs 58.62 lakhs Less Rs. 58.62 lakhs x 25.168%).

Directors'' Comments: During the year under review, although the receivables are more than 3 years old, we are making recoveries on a continuous basis and we hope to receive them in the near future. For this reason, we have not made any provision for doubtful debts.

vii. During the year, the Company has capitalised expenditure incurred on R&D to the extent of Rs. 209.65 lakhs under the head Intangible Assets-Products under Development instead of treating it as revenue expenditure and charging it in the Statement of Profit & Loss Account. The nature of such expenditure shall be substantiated with tangible basis for certainty of corresponding future revenues against the same. The expenditure shall also be identified and ascertained against each product under development. As the same was not furnished to us, we are of the opinion that the treatment of such expenditure as capital in nature is not in accordance with IND-AS 1 on Presentation of Financial Statements. Accordingly, the Profit before tax for the year ended 31.03.2023 have been overstated by Rs 209.65 lakhs.

Directors'' Comments: During the year under review, the Company has been incurring expenditure on development of various new products which take a time period of 3 to 5 years gestation for realising commercial benefits there from. The future economic returns of this product development activity at large are expected to outweigh the expenditure for such development. To match the future revenues with corresponding development cost the present expenditure for the product development is capitalised under the category of “Intangible Asset”.

viii. The Company has adopted cash basis of accounting, as regards sales Commission payable to the sales agents. Hence the impact on the profit for the year and the consequential impact on the Reserves and Surplus of the Company as on the Balance Sheet date are not ascertainable.

Directors'' Comments: During the year under review, the liability for sales commission arises only after realisation of amount from sales made and on receipt of the bill from the agent. Sales made through agents are very less. In the view of the management there are no bills which are pending for accounting the liability thereon.

c) Report:

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013 as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

d) Internal Auditors:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Harikrishna & Associates, Chartered Accountants, as an Internal Auditors of your Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the FY 2023-24. M/s. Harikrishna & Associates have confirmed their willingness to be re-appointed as an Internal Auditors of the Company and are submitting their reports on quarterly basis.

e) Cost Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s. PKR & Associates, LLP, Cost Accountants, Hyderabad as the Cost Auditors of the Company pursuant to the provisions of Section 148 of the Companies Act, 2013 for the FY 2023-24. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders

and accordingly the same is put forward to the shareholders in the notice convening 30th Annual General Meeting for their ratification.

f) Cost Audit Report for the year ended March 31, 2023:

The Cost Audit Report for the financial year 2022-23 issued by M/s. PKR & Associates, LLP, Cost Accountants, are self-explanatory and therefore do not call for any further explanation or comments from the Board. The same will be filed with the Central Government within the stipulated timeline.

g) Maintenance of Cost Records:

The provisions of Cost Records are applicable to the Company and the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) Section 148 of the Companies Act, 2013.

h) Secretarial Auditors:

In compliance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, were re-appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ending March 31,2024.

i) Annual Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in form no. MR-3 is annexed as “BR_Annexure - II” to this Annual Report.

j) Annual Secretarial Compliance Report:

An Annual Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, was obtained from M/s. D. Hanumanta Raju & Co., Secretarial Auditors and submitted to the stock exchange.

16. RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products, fluctuations in prices as well as availability of raw materials, decline in sales volume and the huge increase in logistics prices.

17. DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL:

The Company has a comprehensive Code of Conduct (the Code) in place pursuant to Regulation 17 (5) of Listing Regulations, applicable to all the senior management personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. Declaration on compliance with Code of Conduct by the Managing Director is annexed as “BR_Annexure - III” and forms part of this Annual Report.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in proving a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (“ICC”) has been constituted and re-constituted by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2023, no complaints pertaining to sexual harassment have been reported.

19. OTHER DISCLOSURES:

a) Annual Return:

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return of the Company for the year ended March 31, 2023, has been hosted on the Company''s website, which can be accessed at http://www.everestorganicsltd.com/investors/Financial%20Info/ Annual%20Reports/Annual%20Returns/Annual%20Return_2022-23.pdf

b) Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time are annexed as “BR_Annexure - IV” to this Annual Report.

c) Loans/ Guarantees/ Investments under Section 186 of the Companies Act, 2013:

Pursuant to the provisions of Section 186 (3) and all other applicable provisions of the Companies Act, 2013, the Company has taken Boards'' and Members approval at their meetings held on July 31, 2020 and September 08, 2020 respectively for an amount not exceeding Rs. 25 Crores in excess of the limits prescribed under the given Act. But the Company has not granted any Loans and Guarantees or made any Investments and Securities provided during the year under review.

d) Disclosure regarding Employee Stock Option Scheme:

Pursuant to the provision of Sections 62 (1) (b) of the Companies Act, 2013 read with Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any equity shares under Employee Stock Option Scheme, during the year under review.

The Board of Directors at their meeting held on August 09, 2017 have proposed to approve Employee Stock Option Scheme, which was later approved by the members at the 24th Annual General Meeting of the Company held on September 27, 2017 as the ESOP Scheme 2017.

The Company has further made an application for seeking “In-principal approval” prior to issue and allotment of 500000 Equity Shares consisting of 500000 Employee Stock under “Everest

Employee Stock Option Plan 2017” in compliance with Regulation 12(3) of SEBI (Share Based Employee Benefits) Regulations, 2014, which was approved by the BSE Limited via its letter dated January 12, 2021. The Company shall proceed with the said approval soon.

e) Details of Nodal Officer:

The Company has designated Ms. Rekha Singh, Company Secretary and Compliance Officer as a Nodal Officer for the purpose of IEPF.

f) Disclosure regarding Unclaimed Shares:

Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company had transferred 207792 (Two Lakh Seven Thousand Seven Hundred Ninety-Two) unclaimed Equity Shares to the Everest Organics Limited - Unclaimed Suspense Account. 181406 (One Lakh Eighty-One Thousand Four Hundred and Six) Equity Shares i.e. 2.27% were still lying under “Everest Organics Limited - Unclaimed Suspense Account” as on March 31,2023.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

No significant and / or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company''s operations in future.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR TILL THE DATE OF THIS REPORT:

The material events that have occurred after the close of the financial year till the date of this report are as follows:

1. Rabeprazole API has been applied for Korean market;

2. For Bilastine API we have applied for Certificate of Suitability (COS);

3. Vonoprazole API has been developed in the R&D;

4. Pemetrexed intermediates has been commercialised.

Demise of Late Mr. Sreeramakrishna Grandhi, Non-Executive Independent Director of the Company was reported on July 31,2023.

No other material changes and commitments have occurred which may affect the financial position of the Company after the close of the Financial Year till the date of this report.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Company is in compliance with the provisions of Section 135 of the Companies Act, 2013 which consists of three directors including one executive director, one non-executive director and one non-executive independent director. The Chairman of the committee is an Non-Executive Independent Director. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, as approved by the Board.

The details of the CSR Policy of the Company, its development and initiatives taken by the Company on CSR during the year pursuant to Section 135 of the Companies Act, 2013 was presented as “the Annual Report on Corporate Social Responsibility activities”, annexed herewith as “BR_Annexure -V” and forms part of this Annual Report. The above said Policy is available on the website of the Company http://www.everestorganicsltd.com/investors/Corporate%20Governance/Policies/ Corporate%20Social%20Responsibility%20Policy.pdf.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

In compliance with the requirement of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the remuneration details of Directors and employees are annexed herewith as “BR_Annexure - VI” and forms part of this Annual Report.

24. HUMAN RESOURCE:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

25. ACKNOWLEDGMENT:

Your Directors place on record their sincere appreciation for the significant contribution made by its employees through their dedication, hard work and commitment at all levels. The board of directors also acknowledge the support extended by the analysts, bankers, government agencies, media, customers, suppliers, shareholders and investors at large. The Board look forward to your continued support in the Future.

For and on behalf of the Board of Directors

Date: 12.08.2023 Place: Hyderabad

Sd/- Sd/-

Ramakrishnam Raju Kounparaju Sri Kakarlapudi Sirisha

Chairman Managing Director

DIN: 01735481 DIN: 06921012

---

Mar 31, 2018

To

The Members,

Everest Organics Limited CIN : L24230TG1993PLC015426

The Directors have pleasure in presenting the 25^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company’s performance during the year ended 31^st March, 2018 as compared to the previous financial year, is summarized below:

Amount in Rs.

Sl. No.	Particulars	For the Financial Year Ended 31.03.2018	For the Financial Year Ended 31.03.2017
l	Total Revenue	1,128,730,996	1,078,724,925
ll	Profit Before Financial Cost, Depreciation, Exceptional Item and Tax	77,823,388	69,864,344
lll	Less : Financial Cost	27,426,255	27,568,534
lV	Profit Before Depreciation, Exceptional Item and Tax (II-III)	50,397,133	42,295,810
V	Less : Depreciation	26,757,784	24,476,706
VI	Profit Before Exceptional Item and Tax (IV-V)	23,639,349	17,819,104
VII	Add/Less : Exceptional Item	-	-
VIII	Profit Before Tax (VI-VII)	23,639,349	17,819,104
IX	Less : Tax	6,500,000	4,300,000
X	Profit After Tax (VIII-IX)	17,139,349	13,519,104
XI	Other Comprehensive Income Items that will not be reclassified to Profit / Loss	8,704,900	3,660,420
XII	Total Comprehensive Income for the period (X XI)	25,844,249	17,179,524
XIII	Other Equity
XIV	Brought Forward from Previous Year (at the beginning of the reporting period)	80,936,725	26,504,461
XV	Balance at the end of the reporting period	106,821,994	80,936,725

b. OPERATIONS:

During the financial year under review, the income from operation was INR 1121.71 mn as compared to INR 1068.93 mn registered in the previous year reflecting a year-on-year increase of 4.94%.

Whereas Profit After Tax including other comprehensive income was INR 25.84 mn as compared to INR 17.18 mn in the previous year, registered significant growth in PAT about 50.44% .

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

d. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent to plough back the entire profits and regret for not being able to recommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

The Board of Directors do not recommend transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the coming year Profit and Loss Account.

f. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

g. DEPOSITS :

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT. 2013:

No material changes and commitments which could affect the Company’s financial position have occurred between the ends of the financial year of the Company.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

j. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :

The details of transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in DR - Annexure I and forms part of this Report.

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

No loans, guarantees, investments and securities provided during the financial year under review.

l. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

m. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

n. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

Note : The Board of Directors in their meeting held on 09.08.2017 has proposed for Employee Stock Option Scheme and the concerned special resolution and brief details of the Everest Employee Stock Option - Plan, was annexed with the 24^th Annual General Meeting Notice and in Explanatory Statement pursuant to section 102 of Companies Act, 2013. And the same has been approved by the Shareholders in said Annual General Meeting of the Company.

o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

p. Allotment of Equity Shares under preferential allotment:

During the year under review, the Board of Directors of the Company had converted 11720 warrants into Equity Shares and allotted 11720 Equity Shares of face value of Rs.10/- per Equity Shares, at a premium of Rs. 8/- (Rupees Eight only) per Shares which were originally allotted on 08.09.2016 with a upfront price of 25% of Rs.18/- (Rupees Eighteen only) to promoter under preferential allotment pursuant to conversion of unsecured loan in their meeting held on 30.07.2016 and the same approved by the shareholder in the Annual General Meeting held on 29.08.2016. And accordingly the paid up capital of the Company increased to Rs. 8,00,00,000/- (Rupees Eight Crore Only) and booked total securities premium amounting to Rs. 93,760/- (Rupees Ninety Three Thousand Seven Hundred Sixty only).

The Allotment details are mentioned below: Amount In Rs.

Sl. No.	Allotment made on	No. of shares	Face Value per share	Nominal amount	Premium per share	Total premium
2	29.05.2017 (conversion of warrant into Equity Share)	11,720	10/-	1,17,200	8/-	93,760
	Total			1,17,200		93,760

All the allotted Equity Shares had been listed to BSE Ltd. as per SEBI (LODR) Regulation 2015.

Note: During the year under review no Convertible warrants were outstanding.

q. Disclosure regarding Unclaimed Shares:

Pursuant to the provisions of SEBI Guidelines and Securities Exchange Board of India (Listing Obligation & Disclosures Requirements) Regulations 2015, the Company had transferred 207972 (Two Lakh Seven Thousand Nine Hundred Seventy Two) unclaimed Equity Shares to Everest Organics Limited- Unclaimed Suspense Account. 2,01,024 (Two Lakhs One Thousand Twenty Four) Equity Shares were outstanding in the said Account as on 31.03.2018.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a ) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

b) RE-APPOINTMENT OF DIRECTORS, RETIRE BY ROTATION

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sri Kakarlapudi Harikrishna (DIN : 01664260) and Mr. Akella Parvatisem (DIN : 00910224), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Your Directors recommend their candidature for approval.

c) Re-appointment of Dr. Sri Kakarlapudi Srihari Raju (DIN : 01593620) the Managing Director of the Company, with effect from 28.09.2018:

The Board of Directors had re-appointed Dr. Sri Kakarlapudi Srihari Raju (DIN : 01593620) as a Managing Director of the Company w.e.f. 28.09.2015 for a period of 3 (Three) Years at their meeting held on 31.08.2015 and for the same accorded the approval of members of the Company at the Annual General Meeting held on 28^th September 2015 . The said re-appointment term is being expired on 28.09.2018. Therefore as per the provisions of Companies Act, 2013, the Company needs to re-appoint him for executing his duty as the Managing Director.

So, the nomination and remuneration committee and the Board of Directors at its meeting held on 27.08.2018, has approved the re-appointment of Dr. Sri Kakarlapudi Srihari Raju as the Managing Director of the Company for a period of 3 (three) years with effect from 28.09.2018.

Your Directors recommend his candidature for approval.

d) Re-appointment of Mr. Peruri Ramakrishna as Chief Financial Officer of the Company :

The Board of Directors of the Company (the ‘Board’), had appointed Mr. Peruri Ramakrishna as Chief Financial Officer of the Company, for a period of 3 (three) years with effect from 28th September, 2015, at accorded the consent of the shareholders at the AGM held on 29^th August, 2016. The said term is being expired on 27^th September 2018. Therefore the Board of Directors of the Company at their meeting held on 27^th August, 2018 re-appointed him as the Chief Financial Officer of the Company w.e.f. 28th September 2018, at a remuneration approved by the Board.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 6 times during the financial year ended 31^st March 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The dates on which the Board of Directors met during the financial year under review are as under:

	Sl. No.	Day	Date
	1	Monday	29.05.2017
	2	Wednesday	09.08.2017
	3	Sunday	27.08.2017
	4	Tuesday	14.11.2017
	5	Monday	12.02.2018

Sl. No.	Name of the Directors	No. of Meetings held	No. of Meetings Attended	Whether Attended the AGM held on 27.09.2017
1	Dr. Sri Kakarlapudi Srihari Raju	5	5	Yes
2	Mr. Ramakrishnam Raju Kounparaju	5	5	No
3	Mr. Kakarlapudi Sitaram Raju	5	2	No
4	Mr. Akella Parvatisem	5	5	Yes
5	Mr. Sri Kakarlapudi Harikrishna	5	5	Yes
6	Mr. Reddy Eashwer Kanthala	5	2	No
7	Mr. Swaminathan Venkatesan	5	5	Yes
8	Mr. Sreeramakrishna Grandhi	5	3	No
9	Dr. Sri Kakarlapudi Sirisha	5	5	No

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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;

d. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Ramakrishnam Raju Kounparaju (DIN : 01735481), Director

2. Mr. Swaminathan Venkatesan (DIN : 02810646), Director and

3. Mr. Sreeramakrishna Grandhi (DIN: 06921031), Chairman

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The detailed policy of Nomination & remuneration Committee is attached as DR-Annexure - ll and is made available at Company’s Website: www.everestorganicsltd.com.

During the year under review, the Committee met only for 1 time on Wednesday, August 09, 2017. Members Attendance:

	Sl. No.	Name of the Directors	Independent / Executive Director	No. of Meetings held	No. of Meetings Attended
	1	Mr. Sreeramakrishna Grandhi	Independent Director	1	0
	2	Mr. Ramakrishnam Raju Kounparaju	Independent Director	1	1
	3	Mr. Swaminathan Venkatesan	Independent Director	1	1

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Sreeramakrishna Grandhi (DIN: 06921031), Chairman

2. Mr. Ramakrishnam Raju Kounparaju (DIN : 01735481), Independent Director

3. Mr. Swaminathan Venkatesan (DIN : 02810646), Independent Director and

4. Mr. Akella Parvatisem (DIN: 00910224), Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchange.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the year under review the Committee met 4 times on the following dates:

	Sl. No.	Day	Dates
	1	Monday	29.05.2017
	2	Wednesday	09.08.2017
	3	Tuesday	14.11.2017
	4	Monday	12.02.2018

Members Attendance:

Sl. No.	Name of the Directors	Independent / Executive Director	No. of Meetings held	No. of Meetings Attended
1	Mr. Sreeramakrishna Grandhi	Independent Director	4	3
2	Mr. Ramakrishnam Raju Kounparaju	Independent Director	4	4
3	Mr. Swaminathan Venkatesan	Independent Director	4	4
4	Mr. Akella Parvatisem	Executive Director	4	4

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder’s Relationship Committee, comprising Mr. Sri Kakarlapudi Harikrishna, Mr. Venkatesan Swaminathan and Mr. Akella Parvatisem, Directors of the Company.

Mr. Venkatesan Swaminathan, is the Chairman of the Committee. And Ms. Nisha Jain, Company Secretary of the Company, acts as the Secretary of the Committee.

During the year under review the Committee met 1 time :

Sl. No.	Day	Dates
1	Saturday	31.03.2018

Members Attendance:

Sl. No.	Name of the Directors	Independent / Executive Director	No. of Meetings held	No. of Meetings Attended
1	Mr. Swaminathan Venkatesan	Independent Director	1	1
2	Mr. Akella Parvatisem	Independent Director	1	1
3	Mr. Sri Kakarlapudi Harikrishna	Whole Time Director	1	1

f. SHARE TRANSFER COMMITTEE:

The Share Transfer Committee is formed with Mr. Sri Kakarlapudi Harikrishna, Mr. Venkatesan Swaminathan and Mr. Akella Parvatisem as Members and meets as and when required at short notice also Mr. Venkatesan Swaminathan acts as Chairman of the Share transfer Committee and Ms. Nisha Jain, Company Secretary, acts as Secretary to the Committee. No share transfers are pending as on date.

The functions of the committee(s) include:

1) Transfer of shares

2) Dividends

3) Dematerialization of shares

4) Replacement of lost/stolen/mutilated share certificates

5) Non-receipt of rights/bonus/split share certificates.

6) Any other related issues

The subcommittee will also focus on strengthening investor relations.

During the year under review the committee met 25 times in total and all the Committee meeting were attended by all members.

g. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

h. Risk Management Policy:

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Board on quarterly basis at the time of review of performance of the Company.

i. Insider Trading :

The Company has put in place the following Codes pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 :

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

b. Code of Conduct to Regulate, Monitor and Report Trading.

j. Policy on Board Diversity:

Based on the Company’s Policy on Board Diversity, as formulated by the Nomination and Remuneration Committee, the Board has time and again ensured that, optimum diversity on the Board is attained and maintained.

k. Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

l. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

A formal evaluation mechanism has been adopted for evaluating the performance of the Board as well as performance of Committees and individual Directors. Performance of all Directors and the Company has been carried out by way of structured evaluation process. Criteria for evaluation includes attendance and contribution at the meetings, preparedness for the meetings, effective decision making ability etc.

m. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

n. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as DR - Annexure lll.

0. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

Not Applicable, as the Company has no holding or Subsidiary entity.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2018:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013, other than mentioned below:

1. Gratuity provisions made for Rs. 70.31 Lakhs. Paid to the Fund Rs. 5.00 Lakhs only.

Directors’ Comment: Impact on the Current year profit is NIL as the same has already have been provided for. However the payment for the same in Gratuity Fund is yet to be made and the same shall be complied within the following financial year.

2. Long pending advances extended to employees amounting to Rs. 18.50 Lakhs. The implies payment of such advances amounts to Rs. 6.16 Lakhs which is not provided for.

Directors’ Comment: The management has initiated steps to recover the same along with the advances so extended to such employees.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. D. Hanumanta Raju & Co., Company Secretaries of B-13, F-1, P.S. Nagar, Vijayanagar Colony, Hyderabad - 500 057,India had been appointed to issue Secretarial Audit Report for the financial year 2017-18.

Secretarial Audit Report issued by D. Hanumanta Raju & Co., Company Secretaries of B-13, F-1, P.S. Nagar, Vijayanagar Colony, Hyderabad - 500 057, India, Company Secretaries in Form MR-3 for the financial year 2017-18, forms part of this report as DR - Annexure IV. The said Report is self explanatory.

c. COST AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2018:

The Cost Audit Report for the Financial Year 2017-18, issued by M/s. PKR & Associates, LLP., Cost Auditor, dated 8th August, 2018 are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

d. RE APPOINTMENT OF STATUTORY AUDITORS :

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and any other provisions of Companies Act. 2013 as may be applicable, M/s. Suryam & CO., Chartered Accountants (Firm Registration No. 012181S), retiring auditors , were appointed to hold the office for a term of 5 (FIVE) Years with effect from the conclusion of 24^th Annual General Meeting, as the Statutory Auditors of the Company till the conclusion of 29^th Annual General Meeting (AGM) to be held in the year 2022, to examine and audit the accounts of the Company, subject to ratification by Members at every Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and Auditors.”

Note : As per the section 40 of the Amendment Act 2017 for the provisions of section 139 (1) of Companies Act, 2013, the requirement of ratification of the appointment of Statutory Auditors, every year by the shareholders of the Company is omitted. Therefore the Company has not incorporated the resolution relating to the ratification of the Statutory Auditor’s Appointment, in the 25^th Notice of the Annual General Meeting if the Company.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Board of Directors at their meeting held on 30.05.2018, appointed “M/s. PKR & Associates LLP.” Cost Accountant of Hyderabad, as the Cost Auditors of the Company for the financial year 2018-19 in respect of the Company’s pharma manufacturing units at Aroor Village, Sadasivapet, Sanga Reddy (Medak) District, Telangana - 502 291.

Note : Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, due to preoccupation of the existing Cost Auditor, and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 12.02.2018, appointed “M/s. PKR & Associates LLP.” Cost Accountant of Hyderabad, in place of “M/s. Vajralingam & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 in respect of the Company’s pharma manufacturing units at Aroor Village, Sadasivapet, Medak District, Telangana - 502 291.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2018 made under the provisions of Section 92(3) of the Act, is attached as DR - Annexure V. A copy of Annual Return pursuant to subsection 3 of section 92 of Companies ACt, 2013, is placed at Company’s Website at http://everestorganicsltd.com/share-holder.html.

b. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo etc. are furnished in as per DR -Annexure VI considering the nature of activities undertaken by the Company during the year under review which forms part of this report.

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Amount in Rs.

All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors	Salary INR 57,00,000/-
Details of fixed component and performance linked incentives along with the performance criteria	Fixed Component Salary - 57,00,000/-
Service contracts, notice period, severance fees	No Such terms are there.
Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable	As may be decided

d. Non Applicability of Corporate Governance Report :

During the Financial year under review, as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Regulation 27 of the said Regulation is not applicable to the Company, as the Company’s Paid up capital is less than Rupees Ten Crores and the Net Worth of the Company does not exceed Rupees Twenty Five Crores as on the last day of previous financial year.

e. Green Initiative :

To support the ‘Green Initiative’ in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Venture Capital & Corporate Investment Private Ltd., if shares are held in physical mode or with their Depository participant, if the holding is in electronic mode. Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.

Members requiring physical copies can send their request to Ms. Nisha Jain, Company Secretary of the Company.

In terms of Section 108 of the Act and Rule 20 of the Company’s (Management and Administration) Rules 2014, the Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

f. Personnel:

The Company enjoys a harmonious and healthy relationship with personnel at all levels.

Particulars of employees in terms of the Companies Act 2013 are not applicable, as no employee is drawing salary in excess of limits prescribed by the Companies Act, 2013.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board

Everest Organics Limited

Rama Krishnam Raju Kounparaju Dr. Sri Kakarlapudi Srihari Raju

Chairman Managing Director

DIN: 01735481 DIN : 01593620

Dated: 27.08.2018

Registered Office

Aroor Village, Sadasivapet Mandal,

Sangareddy (Medak) District - 502 291

Telangana, India

CIN L24230TG1993PLC015426

TEL No. 040-23115956 Fax No. 040-23115954

Mail [e-mail]

website: www.everestorganicsltd.com

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Mar 31, 2012

The Directors present herewith the 19th Annual Report and the audited accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS: Rs. in Lakhs

Particulars 2011-12 2010-11

Turnover (including other income) 6,115.75 5,385.36

Profit before Tax 135.97 129.43

Less: Tax Expenses 30.00 32.00

Profit after Tax 105.97 97.43 Profit Carried to Balance Sheet 105.97 97.43

2) REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2011-12

The operations have improved substantially during the year 2011 - 2012 by 13.50.%. The turnover has increased from Rs. 53.85 crores to Rs. 61.16 crores. The improvement in business is mainly due to expanded capacities which will further improve in the next financial year. Effective use of manpower and machinery also contributed to the increase to a significant extent. The increase in salaries is about 25%.

3) Management Discussion Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a) General Pharma Industrial Scenario

b) Opportunities for the Company

c) Outlook for Financial Year 2012-13

d) Internal controls systems

e) Human Resource Development and industry relations

4) DIRECTOR:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Dr. K. Easwer Reddy, Raju S. Kakarlapudi and Sri A. Parvatisem are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

5) DIVIDEND:

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6) AUDITORS:

The Statutory Auditors of your Company M/s. P.S.N. Ravishanker & Associates, Chartered Accountants, Hyderabad hold office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956.

7) AUDITORS' REPORT:

The Notes on account, referred to in the Auditors' Report, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2012 are in fully conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the Annual Accounts on a going concern basis.

10) Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of sections 58A and 58AA of the Companies act, 1956 and the rules made there under.

11) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy:

Company's operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies.

B. Foreign Exchange Earnings and outgo:

Total foreign exchange earnings during the year was Rs. 826.63 Lakhs (Previous year (2010-11) Rs. 1024.92 lakhs) and foreign exchange outgo was Rs. 511.80 lakhs (Previous year Rs. 460.04 lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange. (Presently trading was suspended). A consultant has been appointed to revoke suspension of trading. Hopefully the exercise wit) be completed in six to nine months.

13) PERSONNEL:

None of the employees are covered under Sec. 217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for Vn & Accounting year 2011-12.

14) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not lose any of its key personnel during the year. The employees' morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments. All the employees have been duly insured.

17) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

18) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company's all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and ail others involved with the Company.

By Order of the Board of Directors of Everest Organics Limited

Sd/- Sd/-

S. K. Srihari Raju S. K. Hari Krishna Managing Director Executive Director

Place: Hyderabad Date: 25.07.2012

---

Mar 31, 2011

Dear Members,

The Directors present herewith the 18th Annual Report and the audited accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS:

(Rs.in.Lakhs)

Particulars 2010-11 2009-10

Turnover 5,687.72 4,231.60

Other income 151.24 205.63

Increase in Stocks 101.09 114.94

Total 5,940.05 4,552.17

Operating Expenses 4,960.93 3,833.83

Excise Duty 453.45 309.06

Operating Profit (PBDIT) 525.67 409.27

Interest 157.15 136.46

Depreciation 151.57 137.21

Profit before Tax 146.48 135.60

Provision for taxation

- Tax on Profit 32.00 20.00

Profit after Tax 114.48 115.60 Prior period Adjustments 17.05 0.00

Profit Carried to Balance Sheet 97.43 115.60

2). REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2010-11

The operations have improved substantially during the year 2010 – 2011 by 34%. The turnover has increased from Rs.42.03 crores to Rs.56.8 crores. The improvement in business is mainly due to expanded capacities which will further improve in the next financial year. Effective use of manpower and machinery also contributed to the increase to a significant extent. The increase in salaries is about 25%.

3). Management Discussion Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a). General Pharma Industrial Scenario

b). Opportunities for the Company

c). Outlook for Financial Year 2011-12

d). Internal controls & systems

e). Human Resource Development and industry relations

4). DIRECTOR:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri V.Swaminathan and Sri K. Rama krishnam Raju are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

5). DIVIDEND:

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6). AUDITORS:

The Statutory Auditors of your Company M/s. P.S.N.Ravi Shanker & Associates, Chartered Accountants, Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act,1956.

7) AUDITORS' REPORT:

The Notes on account, referred to in the Auditors' Report, are self –explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2011 are in fully conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The Directors have selected such accounting polices and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the Annual Accounts on a going concern basis.

10) DEPOSITS:

During the year under review, the Company has not accepted any deposits from public within the meaning of section 58A of the Companies act, 1956 and the rules made there under.

11) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217/(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy:

Company's operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies, like variable frequency drives, high Efficiency motors, Pumps etc.

B. Foreign Exchange Earnings and outgo:

Total foreign exchange earnings during the year was Rs.1024.92 Lakhs (Previous year Rs.409 lakhs) and foreign exchange outgo was Rs.475.98 lakhs (Previous year Rs.91.21 lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange. (presently trading was suspended). A consultant has been appointed to initiate the proceedings to lift suspension of shares at a cost of Rs.10.75 lakhs. Hopefully the exercise will be completed in six to nine months.

13) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2010-11.

14) INSURANCE:

All the properties of the Company including Buildings. Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal controls implemented by your Company are adequate to ensure that the financial statement is correct, sufficient and credible.

17) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company did not lose any of its key personnel during the year. The employees' morale is high and adequate steps are being taken for continues training of staff in new technologies to take up challenging assignments. All the employees have been duly insured.

Training was imparted to all grades of personnel working in the company. The company has spent Rs. 1,57,573/- on training people from 01.04.2010 till date. The training will be more vigorous in furture.

The subject of training are mainly on :

- Warehouse management

- Managerial effectiveness & stress Management

- Export training classes

- Forex management

- SHE

- Fire Safety

- Environmental issues

- Strategic marketing & Productivity Management

18) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

19) ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Company's all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and all others involved with the Company.

By Order of the Board of Directors of Everest Organics Limited

Sd/- Sd/ Dr. S.K.Srihari Raju S.K.Hari Krishna Managing Director Executive Director

Place: Hyderabad Date : 29.07.2011

---

Mar 31, 2010

The Directors present herewith the 17th Annual Report and the audited accounts for the Year ended 31st March 2010 together with the Auditors Report thereon.

1) FINANCIAL RESULTS:

(Rs.in.Lakhs)

Particulars 2009-10 2008-09

Turnover 4231.60 2691.29

Other Income 205.63 154.04

Increase in Stocks 114.94 25.88

Total 4552.17 2871.21

Operating Expenses 3833.83 2292.34

Excise Duty 309.06 246.34

Operating Profit (PBDIT) 409.27 332.54

Interest 136.46 71.57

Depreciation 137.21 132.67

Profit before Tax 135.60 128.30

Prior Period Adjustments 0.00 -0.53

Provision for taxation ;

-Taxon Profit 20.00 16.00

- Fringe Benefit Tax 0.00 2.50

Profit after Tax 115.60 109.26

Profit Carried to Balance Sheet 115.60 109.26



2) REVIEW OF OPERATIONS FOR THE FINANCIAL YEAR 2009-10

During the financial year 2009-2010, the operations have improved substantially by about 38%. The Turnover including conversion has increased from Rs.26.25 crores to Rs.42.43 ] crores. This improvement in the business has become possible with the increase in demand for existing products of the Company coupled with more effective use of the existing machinery, manpower and financial resources.,

3) Management Discussions and Analysis:

Management Discussions on the following heads and Analysis is annexed to this Report.

a) General Pharma Industrial Scenario.

b) Opportunities for the Company

c) Outlook for Financial Year 2010 -11.

d) Internal Controls Systems

e) Human Resource Development and Industry relations

4) DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Sri. V.Swaminathan, and K.Rama Krishnam Raju are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment,

5) DIVIDEND.

As there are inadequate profits and marginal operational surplus during this year your directors do not propose any dividend during the year.

6) AUDITORS:

The Statutory Auditors otyour Company M/s. P.S.N. Ravi Sanker & Associates., Chartered Accountants Hyderabad holds office till the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from the auditors to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1-B) of the Companies Act, 1956

7) AuditorsReport:

The Notes on account, referred to in the Auditors Report, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

8) CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has to mandatorily comply with the requirements of Corporate Governance. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions on Corporate Governance, form part of the Annual Report.

9) DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the members that the Audited Annual Accounts for the year ended 31st March 2010 are in full conformity with the requirements of Companies Act 1956. The Directors further confirm that:

a) In preparation of the Annual Accounts the applicable Accounting Standards have been followed with proper explanation wherever required.

b) The Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and Profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the Annuai Accounts on a going concern basis.

10. Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of section 58A of the Companies act, 1956 and the rules made there under.

11. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information U/S 217(i)(e) of the Companies Act, 1956 read within the report of the Board of Directors Rules 1988 and forming part of Directors report.

A. Details of Conservation of energy: -.

Companys operations at the factory are energy intensive. The Company is taking adequate measures to reduce energy consumption by adopting new technologies..

B. Foreign Exchange Earnings and Outgo:

Total foreign exchange earnings during the year was Rs.409 Lakhs (Previous year Rs.472 Lakhs) and foreign exchange outgo was Rs.91.21 Laksh (Previous year Rs.184 Lakhs)

12) LISTING OF SHARES IN STOCK EXCHANGES:

The Equity Shares of the Company are listed at Mumbai Stock Exchange, (presently trading was suspended).

13) PERSONNEL:

None of the employees are covered under Sec.217 (2A) of the Companies Act 1956 read with (Particulars of the Company) Rules 1975 and forming part of the Directors Report for the Accounting year 2009-10.

14) INSURANCE:

All the properties of the Company including Buildings, Plant and Machinery and Stocks have been adequately insured.

15) HUMAN RESOURCES:

Human resources of the Company across all sections contributed significantly towards better performance and look forward for higher growth. Detailed report annexed.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal controls implemented by your Company are adequate to ensure that the financial statement is correct, sufficient and credible.

17) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS: .„

The Company did not lose any of its key personnel during the year. The employees morale is high and adequate steps are being taken for continuous training of staff in new technologies to take up challenging assignments.

18) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your Directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels towards the successful working of the Company.

19) ACKNOWLEDGMENTS:

Your Directors wish to place on record their sincere thanks to all those who have supported your Companys all round activities and contributed towards growth particularly Members, Bankers, Government Agencies, customers and all others involved with the Company.

By Order of the Board of Directors Of Everest Organics Limited

Sd/- ;

Dr.S.K. Srihari Raju Managing Director

Place: Hyderabad

Date : 27.05.2010