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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kopran Ltd.

Mar 31, 2025

Your Directors'' have pleasure in presenting their 66th Annual Report together with the Audited Financial Statements for the financial year
ended on March 31, 2025. The Consolidated performance of the Company & its Subsidiaries has been referred to wherever required.

1. Financial Performance

(H in lacs)

Particulars for the Financial Year	Standalone Basis		Consolidated Basis
For the Period Ended	2024-25	2023-24	2024-25	2023-24
Total Revenue	27,691	35,417	63,358.64	62,920
Less Expenses	24,112	30,965	58,163.78	56,166
Profit before Tax	3,579	4,452	5,194.86	6,754
Tax Expenses	894	988	1,339.67	1,659
Net Profit / (Loss) for the Period	2,686	3,464	3,855.19	5,096
Other Comprehensive Income/(Loss)	-47	8	(79.49)	21
Total Comprehensive Income/(Loss)	2,639	3,471	3,775.70	5,116

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian
Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Actâ) read with the relevant rules and
generally accepted accounting principles in India.

2. Operations of the Company

Standalone Performance

Standalone Total Revenue was Rs.27,691 lacs, decreased by 21.81% over the previous year''s figures of Rs 35,417 lacs. Profit
before tax was Rs. 3,579 lacs, decreased by 19.59% over the previous year''s figures of Rs. 4,452 lacs. Total Comprehensive
Income was Rs. 2,639 lacs, decreased by 23.98% over the previous year''s figures of Rs. 3,471 lacs.

Consolidated Performance

Consolidated Total Revenue was Rs. 63,358.64 lacs increased by 0.70% over the previous year''s figures of Rs.62,920 lacs. Profit
before tax was Rs. 5,194 lacs, decreased by 23.09% over the previous year''s figures of Rs. 6,754 lacs. Total Comprehensive
Income was Rs. 3,775.70 lacs, decreased by 26.20% over the previous year''s figures of Rs. 5,116 lacs.

Operations of the Company & its Subsidiary

Particulars	FY 2024-25	FY 2023-24	% Change /(-)
Formulations Exports	26,869	28,054	(4.23)
Local	232	5,691	(95.92)
Total	27,101	33,746	(19.69)
Active Pharmaceutical Ingredient (API)* Exports	15,850	14,490	9.38
Local	20,638	17,495	17.97
Total	36,488	31,985	14.08

*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was Rs. 27,101 lacs as compared to Rs. 33,746 lacs in the previous year,
lower by 19.69%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company (API) turnover was Rs 36,488 lacs as
compared to Rs. 31,985 lacs in the previous year, higher by 14.08%.

3. Dividend

The Directors of your Company recommend a Final Dividend of Rs. 3.00 (30%) per Equity share (previous year Rs.3.00 per Equity
share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using
the following link: http://kopran.com/investors/policy/

4. Share Capital

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 48.28 crores.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares

Pursuant to the Membersâ approval through Postal Ballot on May 22, 2023, the Company has adopted the ''Kopran Employee Stock
Option Plan 2023â ("ESOP 2023â/ "Planâ) including extension to eligible employees of group companies. The Plan covering up to
4,75,000 equity shares (Four Lakh Seventy-Five Thousand) options, aims to drive long-term performance, retain key talent, and
enable employee participation in the Companyâs growth. The Plan has been formulated in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations).
It is administered by the Nomination and Remuneration Committee (NRC), which also acts as the Compensation Committee for
the purposes of the SBEB&SE Regulations.

ESOPs have been granted to eligible employees, as determined by the NRC, in accordance with the approved vesting schedule.
The options are exercisable into fully paid-up equity shares of 10 each of the Company, subject to the terms and conditions of the
Plan and applicable laws and regulations in force. The statutory disclosures as mandated under the Act and SBEB&SE Regulation
and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations
and Members resolutions have been hosted on the website of the Company at https://www.kopran.com/investors/corporate-
communications/ and the same will be available for electronic inspection by the Members during the Annual General Meeting
(AGM) of the Company. During the year under review, The Company has allotted 75000 equity shares under ''Kopran Employee
Stock Option Plan 2023'' ("ESOP 2023"/ "Plan").

5. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing
Regulations 2015 is provided in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per
Section 129(3) of the Act, is part of the consolidated financial statements. There has been no material change in the business of
the subsidiaries.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the
Salient features of their financial summary is provided in Annexure B of this Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company along with
the relevant documents in respect of the subsidiaries are available on the website of the Company at https://www.kopran.com/
investors/financials/.

7. Scheme Of Amalgamation (Merger by Absorption)

The Board on its meeting held on March 20, 2025 has considered Scheme Of Amalgamation [Merger by Absorption] Pursuant
To Sections 230 To 232 Of The Companies Act, 2013 And Rules Framed Thereunder) Of Kopran Laboratories Limited (Transferor
Company) With Kopran Limited (Transferee Company) and their respective Shareholders and Creditors. Kopran Laboratories
Limited is engaged in the business of Marketing diagnostic equipmentâs, consumables and automations solutions to path labs
and hospitals. As per the Scheme of Amalgamation, the Company will issue 100 (One Hundred) fully paid Equity Shares of INR

10 each of Kopran Limited (Transferee Company) against 45 (Forty-Five) Equity Share of INR 10 of Kopran Laboratories Limited
(Transferor Company) to each of the equity shareholder holding fully paid-up Equity Shares in the Transferor Company after
receipt of requisite regulatory, creditors and shareholders approval.

8. Directors, Key Managerial Personnel & Senior Management

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Adarsh Somani (DIN: 00192609),
Non-executive Director and Non-Independent Director of the Company, is due to retire by rotation at the ensuing 66th Annual
General Meeting and being eligible, has offered himself for re-appointment. A Resolution seeking shareholders'' approval for his
re-appointment along with other required details form a part of the notice.

During the year under review, the Board of Directors on recommendation of Nomination and Remuneration Committee (NRC)
has appointed Mr. Chandresh Gunvant Gandhi (DIN: 00707947), as an Additional Director (Non-Executive, Independent) of the
Company with effect from July 29, 2025 for a period of five consecutive years. The Board considers his association would be of
immense benefits to the Company and recommends to the members for his appointment.

On the recommendation of the Nomination. Remuneration Committee and the Board of Directors of the Company have appointed
Mr. Surendra Somani (DIN: 00600860) as Chairman and Managing Director of the Company for a period of three years commencing
from January 01,2026 to December 31, 2028. The details of his terms of appointment are annexed to the Notice of the AGM.

A Resolution seeking shareholders'' approval for his appointment/re-appointment along with other required details form a
part of the notice.

Composition and other details of Board of Directors on March 31, 2025 is annexed herewith as Annexure D. The Directors
appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as
adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Mr. Surendra Somani - Executive Vice Chairman

Mr. Basant K Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer

Mr. Kamesh V Bhamidipati - Senior Management

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in
the Independent Directors Data Bank. In the opinion of the Board, they fulfill the conditions of independence as specified in the
Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors
of the Company.

9. Corporate Social Responsibility (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the
Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended
March 31, 2025 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed
herewith as Annexure C. As per the CSR Rules, the Company is mandated to spend Rs. 61,99,032 i.e., 2% of the average net profits
of the Company made during the immediately three preceding financial years as per Section 135(5). The amount available for
setoff of excess CSR spending from preceding financial year is Rs. 9,90,446. The total CSR spending of the Company during the
FY 2024-25 is ? 66,00,000 towards the CSR obligation of the current financial year and excess amount of Rs.13,91,414 spent
in current financial year is available for set-off in the succeeding financial years. The CSR policy is available on the Company''s
website on https://www.kopran.com/wp-content/uploads/2024/08/Corporate-Social-Responsibility-Policy-revised-07022024.pdf

10. Meetings of the Board

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors
in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the
Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not
accepted by the Board.

11. Board and Committee Evaluation

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors
pursuant to the provisions of the Act and SEBI Listing Regulations.

Board Evaluation Matrix for the Financial Year 2024-25

Evaluation to be done by	Category of Evaluation
Independent Directors	a) Board as a Whole b) Non-Independent Director c) Chairperson (Directors taking in consideration the view of Executive Vice Chairman) d) Assess the Quality, Quantity and Timeliness of Flow of Information between the Company Management and the Board
Board of Directors	a) Committees of the Board b) Independent Director (excluding the Director who is being evaluated)
Nomination & Remuneration Committee	All Directors (excluding the Director who is being evaluated)

The Board has carried out the Annual Performance Evaluation of the Independent Directors on February 11,2025. The evaluation
process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and
competencies, performance of specific duties and obligations, governance issues etc. The Directors were evaluated on aspects
such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/
Committee Meetings. In a separate meeting of independent directors held on February 11,2025, performance of non-independent
directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors
and non-executive directors. Performance evaluation of Directors is carried out through a structured questionnaire which was
prepared after taking into consideration various aspects of the Boardâs functioning, composition of the Board and its Committees,
execution and performance of specific duties, obligations and governance.

12. Risk Management and Internal Financial Control Systems and their adequacy

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI
Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which
may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management
including adherence to the Companyâs Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors,
the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other
regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis.
Further, in view of the increasing size and complexity of the business operations, the Company is exposed to various risks
emanating from frauds.

13. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party
Transactions and the same can be accessed on the following link https://www.kopran.com/wp-content/uploads/2025/04/Policy-
on-Related-Party-Transaction Revised-w.e.f.11022025.pdf

Related party transactions that were entered into during the financial year were on armâs length basis and were in ordinary course
of business. There are no materially significant related party transactions made by the Company which may have potential conflict
with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or
which are not on armâs length basis and hence there is no information to be provided as required under Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by
the Indian Accounting Standard has been made in the notes to Financial Statement.

14. Report on Corporate Governance

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015,
forms part of this Annual Report. The requisite certificate from M/s Smita Prabhu & Associates, Practicing Company Secretaries,
COP: 10859, (Unique Identification No. S2013UP222100), provided in Annexure D, confirming compliance with the conditions of
Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

15. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan
or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming
part of the Annual Report.

16. Auditors

a) Statutory Auditors

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes to the financial statements are self-explanatory and do not call for any further comments.

b) Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, M/s Smita Prabhu & Associates, Practicing
Company Secretary, COP: 10859, (Unique Identification No. S2013UP222100), was appointed as Secretarial Auditors of
the Company for the financial year 2024-25. Mrs. Smita Prabhu, Practicing Company Secretary has issued the Secretarial
Audit Report for financial year 2024-25 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in
Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended March 31, 2025 do not contain
any qualification, reservation or adverse remark.

At the Board meeting held on July 29, 2025, based on the recommendation of the Audit Committee, subject to the approval
of the Members at the ensuing AGM of the Company, Board has appointed Mrs Smita Prabhu & Associates Practicing
Company Secretary having Membership No. F8337; COP No. 10859, Peer Review Certificate no. 1536/2021 as Secretarial
Auditor to hold office for a term of 5 (Five) consecutive years commencing from financial year 2025-26 to financial year
2029-30. She will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid

period in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. She have confirmed that her
appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Membersâ approval
for their appointment forms part of the Notice.

17. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that:

i. In 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;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year
as on March 31, 2025 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

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

18. Extracts of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
is available on the website of the Company on the following link: https://www.kopran.com/investors/corporate-communications/

19. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

20. Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any
Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, duly
approved by the Board of Directors, forms part of this Annual Report and is annexed herewith as Annexure H. The same is also
disclosed on the Companyâs website at https://www.kopran.com/investors/financials/pdf/Kopran BRSR%20Report 23 24.pdf

22. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company
Secretaries of India.

23. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations,
2015, the Company has adopted a Vigil Mechanism or ''Whistle Blower Policyâ for directors, employees and all stakeholders to
report any concerns about unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct. The same
is also disclosed on companyâs website: https://www.kopran.com/wp-content/uploads/2024/08/Whistle-Blower-Policy.pdf. It is
affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act,2013

The Company is committed to create and maintain an environment in which employees can work together without fear of
sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress
complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. During the period under review, no Complaints were received.

25. Declaration of Maternity Benefit Compliance under Maternity Benefit Act, 1961

We declare that the Company is in the compliance with all the sections of the Maternity Benefits Act, 1961. Under Maternity
Act,1961 we provide maternity leave (26 weeks for the first two children, 12 weeks for subsequent children or adoption), medical
benefits, and other entitlements as outlined in the Act. Company have informed all employees about the benefits available under
the Maternity Benefit Act.

26. Other Disclosures/Reporting

The Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status
of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the Company to which this Financial
Statement relate and the date of this Report.

27. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers,
Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors

Susheel G. Somani Surendra Somani

Chairman Executive Vice Chairman

(DIN: 00601727) (DIN: 00600860)

Date: July 29, 2025
Place: Mumbai

Mar 31, 2024

Your Directors have pleasure in presenting their 65^th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2024. The Consolidated performance of the Company & its Subsidiaries has been referred to where ever required.

1. Financial Performance

(H in Lacs)

Particulars for the Financial Year	Standalone Basis		Consolidated Basis
For the Period Ended	2023-24	2022-23	2023-24	2022-23
Total Revenue	35,417	28,918	62,920	55,405
Less Expenses	30,965	25,227	56,166	51,799
Profit before Tax	4,452	3,692	6,754	3,607
Tax Expenses	988	566	1,659	883
Net Profit / ( Loss ) for the Period	3,464	3,125	5,096	2,723
Other Comprehensive Income/(Loss)	8	7	21	31
Total Comprehensive Income/(Loss)	3,471	3,133	5,116	2,754

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Actâ) read with the relevant rules and generally accepted accounting principles in India.

2. Operations of the Company

Standalone Performance

Standalone Total Revenue was H 35,417 lacs, increased by 22.47 % over the previous yearâs figures of H 28,918 lacs. Profit before tax was H 4,452 lacs, increased by 20.59 % over the previous yearâs figures of H 3,692 lacs. Total Comprehensive Income was H 3,471 lacs, increased by 10.79% over the previous yearâs figures of H 3,133 lacs.

Consolidated Performance

Consolidated Total Revenue was H 62,920 lacs increased by 13.56% over the previous yearâs figures of H 55,405 lacs. Profit before tax was H 6,754 lacs, increased by 87.25 % over the previous yearâs figures of H 3,607 lacs. Total Comprehensive Income was H 5,116 lacs, increased by 85.77 % over the previous yearâs figures of H 2,754 lacs.

Operations of the Company & its Subsidiary

(H in Lacs)

Particulars	FY 2023-24	FY 2022-23	% Change /(-)
Formulations Exports	28,054	25,294	10.91
Local	5,691	2,015	182.40
Total	33,746	27,309	23.57
Active Pharmaceutical Ingredient (API)* Exports	14,490	15,292	(5.25)
Local	17,495	17,152	2.00
Total	31,985	32,445	(142)

*Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was H 33,746 lacs as compared to H 27,309 lacs in the previous year, higher by 23.57%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Company (API) turnover was H 31,985 lacs as compared to H 32,445 lacs in the previous year, lower by 1.42%.

3. Dividend

The Directors of your Company recommend a Final Dividend of H 3.00 (30%) per Equity share (previous year H 3.00 per Equity share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using the following link: http://kopran.com/investors/policy/

4. Share Capital

The paid-up Equity Share Capital as on March 31, 2024 was H 48.21 crores.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares

The Company has issued 4,75,000 (Four Lakh Seventy Five Thousand Only) ESOP to eligible persons as designated by the Company and/or subsidiary company as per the âKopran Employee Stock Option Plan 2023â ("ESOP 2023"/ "Plan")

5. Proceeds from Preferential Issue

The Company has raised H 126.48 Crores on the Preferential Issue of the equity shares in 2020-21 under SEBI ICDR Regulations. The Company and its subsidiary has fully utilized the funds raised on the preferential issue of Equity Shares from the objects stated in the Offer document. There has been no deviation in the use of proceeds of the Preferential Issue.

6. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure A of this Report.

7. Subsidiaries, Associates and Joint Ventures

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the Salient features of their financial summary is provided in Annexure B of this Report.

The Financials of the Subsidiaries are placed on the website of the Company https://www.kopran.com/investors/financials/ any Shareholders interested in obtaining a copy of the Financial Statements of the Subsidiary companies may write to the Company Secretary at the Companyâs registered office.

8. Directors, Key Managerial Personnel & Senior Management

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Susheel Somani (DIN: 00601727), Non-executive Director and Non Independent Director of the Company, is due to retire by rotation at the ensuing 65^th Annual General Meeting and being eligible, has offered himself for re-appointment. A Resolution seeking shareholders approval for his re-appointment alongwith other required details form a part of the notice.

The tenure of Mrs. Mamta Biyani (DIN: 01850136) and Mr. Narayan Atal (DIN: 00237626), Independent Director expires on 19^thJuly 2024. The Nomination & Remuneration Committee has recommended the re-appointment of both the Independent Directors for another term of five years and the Board recommends the resolution set out in the Notice annexed herewith for approval of shareholders.

Composition and other details of Board of Directors on March 31, 2024 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Mr. Surendra Somani - Executive Vice Chairman

Mr. Basant K Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer

Mr. Kamesh V Bhamidipati - Senior Management

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

9. Corporate Social Responsibility (CSR)

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out and amount spent during the financial year ended March 31, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C. As per the CSR Rules, the Company is mandated to spend H 54,03,009 towards CSR obligation in the current FY 2023-24. The total CSR spending of the Company during the FY 2023-24 is H 63,93,455 towards the CSR obligation of the current financial year i.e. 2% of the average net profits of the Company made during the immediately three preceding financial years and excess amount of H 9,90,446 spent in current financial year is available for set-off in the succeeding financial years. The CSR policy is available on the Companyâs website on http://kopran.com/investors/policy/

10. Meetings of the Board

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

11. Board and Committee Evaluation

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

12. Risk Management and Internal Financial Control Systems and their adequacy

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Companyâs Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the increasing size and complexity of the business operations, the Company is exposed to various risks emanating from frauds.

13. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link http://kopran.com/investors/policy/

Related party transactions that were entered into during the financial year were on armâs length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on armâs length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

14. Report on Corporate Governance

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from Ms. Mayuri Thakkar, Practicing Company Secretary (Membership No. F12337, COP No. 26189), provided in Annexure D, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are operating effectively and adequately.

15. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. Auditors

a) Statutory Auditors

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes to the financial statements are self-explanatory and do not call for any further comments.

b) Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, Ms. Mayuri Thakkar, Practicing Company Secretary (Membership No. F12337, COP No. 26189) were appointed as Secretarial Auditors of the Company for the financial year 2023-24. Ms. Mayuri Thakkar, Practicing Company Secretary has issued the Secretarial Audit Report for financial year 2023-24 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended March 31, 2024 do not contain any qualification, reservation or adverse remark.

The Board has appointed M/s Smita Prabhu & Associates Practicing Company Secretary having Membership No. F8337; COP No. 10859, Peer Review Certificate no. 1536/2021 as Secretarial Auditors for the financial year 2024-25.

17. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In 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;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2024 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

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

18. Extracts of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://kopran.com/investors/communication/

19. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is attached as Annexure F.

20. Particulars of Employees and Remuneration

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors, forms part of this Annual Report and is annexed herewith as Annexure H. The same is also disclosed on the Companyâs website: https://www.kopran.com/investors/financials/

22. Compliance with Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

23. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or ''Whistle Blower Policyâ for directors, employees and all stakeholders to report any concerns about unethical behaviour, actual or suspected fraud or violation of Companyâs Code of Conduct. The same is also disclosed on companyâs website: http://www.kopran.com/investors/policv/pdf/Whistle%20Blower%20Policv.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2023-24, no Complaints were received.

25. Other Disclosures/Reporting

The Directors further states that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

26. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors

Susheel G. Somani Surendra Somani

Chairman Executive Vice Chairman

(DIN: 00601727) (DIN: 00600860)

Date: May 16, 2024 Place: Mumbai

Mar 31, 2023

Your Directors have pleasure in presenting their 64^th Annual Report together with the Audited Financial Statements for the financial year ended on March 31,2023. The Consolidated performance of the Company & its subsidiaries has been referred to where ever required.

1. FINANCIAL PERFORMANCE

Particulars for the Financial Year	Standalone Basis		Consolidated Basis
For the Period Ended	2022-23	2021-22	2022-23	2021-22
Total Revenue	28,918	21,255	55,405	48,813
Less Expenses	25,227	19,638	51,799	40,635
Profit before Tax	3,692	1,616	3,607	8,178
Tax Expenses	566	442	883	2,075
Net Profit / ( Loss ) for the Period	3,126	1,174	2,723	6,103
Other Comprehensive Income/(Loss)	7	14	31	12
Total Comprehensive Income/(Loss)	3,133	1,188	2,754	6,115

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Act") read with the relevant rules and generally accepted accounting principles in India.

2. OPERATIONS OF THE COMPANY Standalone Performance

Standalone Total Revenue was '' 28,918 Lacs, increased by 36.05% over the previous yearâs figures of '' 21,255 Lacs. Profit before tax was '' 3,692 Lacs, increased by 128.47% over the previous yearâs figures of '' 1,616 Lacs. Total Comprehensive Income was '' 3,133 Lacs, increased by 163.72 % over the previous yearâs figures of '' 1,188 Lacs.

Consolidated Performance

Consolidated Total Revenue was '' 55,405 Lacs increased by 13.50% over the previous yearâs figures of '' 48,813 Lacs. Profit before tax was '' 3,607 Lacs, decreased by 55.89% over the previous yearâs figures of '' 8,178 Lacs. Total Comprehensive Income was '' 2,754 Lacs, decreased by 54.96 % over the previous yearâs figures of '' 6,115 Lacs.

Operations of the Company & its Subsidiary

Particulars		2022-23	2021-22	% Change /(-)
Formulations	Exports	25,294	20,308	24.55
	Local	2,015	144	1299.53
Total		27,309	20,452	33.53
Active Pharmaceutical Ingredient (API)¹	Exports	15,292	14,663	4.29
	Local	17,152	13,281	29.15
Total		32,445	27,944	16.11

3. DIVIDEND

The Directors of your Company recommend a Final dividend of '' 3.00 (30%) per Equity share (previous year ''3.00 per Equity share) subject to the approval of the Members.

The payment of Dividend as per Dividend Distribution Policy of the Company and can be accessed on the Company website using the following link: http://kopran.com/investors/policy/

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31,2023 was '' 48.21 Crs.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares

During the year under review the Board had approved âKopran Employee Stock Option Plan 2023'' ("ESOP 2023"/ "Plan")

to create and grant from time to time, in one or more tranches, not exceeding 4,75,000 (Four Lakh Seventy Five Thousand Only) "Stock Option(s)" of face value of '' 10/- (Rupees Ten) each fully paid-up, to or for the benefit of such eligible person(s) as designated by the Company and/or subsidiary company, within the meaning of the Plan, where one employee stock Option would convert in to one equity share upon exercise, on such terms and in such manner as the Board may decide. The Members have approved the âKopran Employee Stock Option Plan 2023'' ("ESOP 2023"/ "Plan") via postal ballot on May 22, 2023.

5. PROCEEDS FROM PREFERENTIAL ISSUE

The Company has raised '' 126.48 Crs on the Preferential Issue of the equity shares in 2020-21 under SEBI ICDR Regulations. The utilisation of funds raised have been mentioned hereunder:

Purpose of Issue	Allocation of Funds	Funds Utilised
a. Kopran Research Laboratories Ltd (Subsidiary)
Capital Expenditure	6000	5950.05
Short term & Long term working capital	4048	4048
b. Kopran Limited
Capital Expenditure	600	410.43
Short term & Long term working capital	2000	2000

There has been no deviation in the use of proceeds of the Preferential Issue from the objects stated in the Offer document as per Regulation 32 of SEBI Listing Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee, the usage & application of proceeds of the funds raised from Preferential Issue and also intimate the Stock Exchange(s) on a quarterly basis, as applicable.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in Annexure A of this Report.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

A statement containing the salient features of the financial statements of subsidiary / associate / joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the subsidiaries of the Company and the Salient features of their financial summary is provided in Annexure B of this Report.

The Financials of the Subsidiaries are placed on the website of the Company https://www.kopran.com/investors/ financials/ any Shareholders interested in obtaining a copy of the Financial Statements of the Subsidiary companies may write to the Company Secretary at the Companyâs registered office.

8. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr.Varun Somani (DIN: 00015384), Non-executive Director of the Company, is due to retire by rotation at the ensuing 64^th Annual General Meeting and being eligible, has offered himself for re-appointment.

Composition and other details of Board of Directors on March 31,2023 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Mr. Surendra Somani - Executive Vice Chairman

Mr. Basant K Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer

Mr. Kamesh V Bhamidipati - Senior Management

No KMP or Senior Management has been appointed or has retired or resigned during the financial year.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

10. MEETINGS OF THE BOARD

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

11. BOARD AND COMMITTEE EVALUATION

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support to the Management outside Board/Committee Meetings.

12. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI Listing Regulations, for the assessment and minimisation of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its Business & risk management including adherence to the Companyâs Policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there was no instance of fraud during the year under review.

More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the increasing size and complexity of the business operations, the Company is exposed to various risks emanating from frauds.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on armâs length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on armâs length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.Suitable disclosure on related party transactions as required by the Indian Accounting Standard has been made in the notes to Financial Statement.

14. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from M/s PP Singh & Co, Practicing Company Secretary (Membership No. F11584, COP No. 15570), is provided in Annexure D, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

15. LOANS, GUARANTEE OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. AUDITORS

a) Statutory Auditors

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in the Report.

The notes to the financial statements are self-explanatory and do not call for any further comments.

b) Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 as amended, Ms. PP Singh & CO, Practicing Company Secretary (Membership No. F11584, COP No.15570) were appointed as Secretarial Auditors of the Company for the financial year 2022-23. M/S. PP Singh & CO, Practicing Company Secretary has issued the Secretarial Audit Report for financial year 2022-23 for the Company and its Subsidiary Kopran Research Laboratories Limited, given in Annexure E (i) & E (ii) respectively. Secretarial Audit Report(s) for the financial year ended March 31,2023 do not contain any qualification, reservation or adverse remark.

The Board has appointed Ms Mayuri Thakkar, Practicing Company Secretary having Membership No. F12337 (COP No. 26189, Peer Review Certificate no. 2858/2022) as Secretarial Auditors for the financial year 2023-24.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In 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;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2023 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

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

18. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://kopran.com/investors/communication/

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at investors@kopran.com

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, duly approved by the Board of Directors, forms part of this Annual Report and is annexed herewith as Annexure H. The same is also disclosed on the Companyâs website: https://www.kopran.com/investors/financials/

22. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

23. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or ''Whistle Blower Policyâ for directors of employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct. The same is also disclosed on companyâs website: http://www.kopran.com/investors/policy/pdf/Whistle%20 Blower%20Policy.pdf. It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

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

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2022-23, no complaints were received.

25. OTHER DISCLOSURES/REPORTING

The Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of the Company and its operations in future.

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

26. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support and co-operation by Shareholders, Bankers, Customers, Business Partners and Employees of the Company.

On behalf of the Board of Directors

Susheel G. Somani Surendra Somani

Chairman Executive Vice Chairman

(DIN 00601727) (DIN 00600860)

Date: May 25, 2023 Place: Mumbai

Operations of Kopran Research Laboratories Limited, the Subsidiary Company.

During the financial year the turnover in Formulations was '' 27,309 Lacs as compared to '' 20,452 Lacs in the previous year, higher by 33.53%

During the financial year, Kopran Research Laboratories Limited, Subsidiary Companyâs turnover was '' 32,445 Lacs as compared to '' 27,944 Lacs in the previous year, higher by 16.11%.

Mar 31, 2019

Dear Members,

The Directors have pleasure in presenting their 60^th Annual Report together with the Audited Financial Statement for the year ended on 31^st March, 2019.

1. Financial Performance

(Rs. in Lacs)

Particulars	Standalone Basis*		Consolidated Basis*
For the Period Ended	FY 2018-19	FY 2017-18	FY 2018-19	FY 2017-18
Total Revenue	19,974.21	16,156.51	36,095.99	32,430.42
Less Expenses	18,238.46	15,460.42	32,929.74	30,141.89
Profit before Tax	1,735.75	696.09	3,166.25	2,288.53
Net Tax Expenses	438.65	225.41	763.95	239.90
Profit / ( Loss ) for the Financial Year( FY)	1,297.10	470.68	2,402.30	2048.63
Other Comprehensive Income/(Loss) for the FY	(27.67)	10.11	(25.55)	6.03
Total Comprehensive Income/(Loss) for the FY	1,269.43	480.79	2,376.75	2,054.66

*The Company has adopted Indian Accounting Standards (Ind-AS) from 1^st April, 2017 as prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ), read with the relevant rules issued thereunder and accordingly, these financial statements for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

2. Performance review

A) Standalone: Standalone Total Revenue was Rs. 19,974.21 lacs as against the previous yearâs figures of Rs. 16,156.51 lacs increased by 23.63%. Profit before tax was Rs. 1,735.75 lacs increased by 149.36% over the previous yearâs figures of Rs. 696.09 lacs. Total Comprehensive Income was Rs. 1,269.43 lacs increased by 164.03% over the previous yearâs figures of Rs. 480.79 lacs.

B) Consolidated: Consolidated Total Revenue was Rs. 36,095.99 lacs as against the previous yearâs figures of Rs. 32,430.42 lacs increased by 11.30%. Profit before tax was Rs. 3,166.25 lacs increased by 38.35% over the previous yearâs figures of Rs. 2,288.53 lacs. Total Comprehensive Income was Rs. 2,376.75 lacs increased by 15.68% over the previous yearâs figures of Rs. 2,054.66 lacs.

3. Operations of the Company

Your Companyâs Exports during the financial year was Rs. 17,723 lacs as against the previous yearâs figures of Rs. 14,057 lacs increased by 26.08% and Local sales was Rs. 1,941 lacs as against the previous yearâs figures of Rs. 1,314 lacs increased by 47.72%.

Operations of the Kopran Research Laboratories Limited, Subsidiary Company

Kopran Research Laboratories Ltd. achieved total revenue of Rs. 18,420 Lacs in the current year as against total revenue of Rs. 17,810 Lacs in the previous year. Exports during the Financial year was Rs.11,516 Lacs as against the previous yearâs figures of Rs. 10,868 lacs increased by 5.96% and Local sales was Rs. 6,678 Lacs as against the previous yearâs figures of Rs. 6,652 lacs which was marginally up.

Kopran Research Laboratories Ltd. during the financial year acquired an Active Pharmaceutical Ingredients Manufacturing facility at Panoli, Gujarat which is currently under upgradation, in line with the Companyâs expansion plans in the existing line of Business.

The Active Pharmaceutical Ingredients Manufacturing facility at Mahad of Kopran Research Laboratories Ltd., was inspected by the US FDA starting from 21^st January, 2019 till 25^th January, 2019. The Inspection was completed without issuance of any observation under 483. This would facilitate commencement of supplies of APls to the US market once DMFâs are filed and approved. The company has filed the DMF of Atenolol which is already reviewed and active.

4. Dividend

In view of expansion plans, the Board has not recommended any dividend on Equity shares or Preference shares for the Financial Year 2018-19.

5. Management Discussion and Analysis

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 as amended is provided as a separate section in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd., and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the Company. Salient features and financial summary is provided as a separate section in Annexure B of this Report.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Directors Report has been prepared on Standalone Financial Statements and a report on performance and financial position of each of the subsidiaries and associates included in the Consolidated Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements has been placed on the website of the Company www.kopran.com Shareholders interested in obtaining a copy of the Financial Statements of the subsidiary companies may write to the Company Secretary at the Companyâs registered office.

7. Directors & Key Managerial Personnel (KMP)

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Adarsh Somani, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

The Board at its meeting held on 8^th May, 2019, based on the recommendations received from the Nomination & Remuneration Committee subject to the approval of members at Annual General Meeting, appointed Mrs. Mamta Biyani (DIN: 01850136) and Mr. Narayan Atal (DIN: 00237626) as Additional Directors (Independent).

The Board at its meeting held on 8^th May, 2019 decided to re-appoint Mr. Surendra Somani as Executive Vice Chairman of the Company with effect from 1^st January, 2020 for an additional period of three years on terms of Remuneration as recommended by the Nomination & Remuneration Committee.

In compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended (âListing Regulationsâ), Susheel G. Somani, Arvind K. Mehta and Vijay K. Bhandari have retired w.e.f. 25^th April, 2019 as they have attained the age of 75 years and hence ineligible to continue in office. The Board wishes to place on record its appreciation for the invaluable contribution rendered by Susheel G. Somani, Arvind K. Mehta and Vijay K. Bhandari during their tenure as Director of the Company.

The Company has received a notice under section 160 of the Companies Act, 2013 as amended thereof from a member of a Company proposing the candidature of Mr. Susheel Somani (DIN: 00601727) for the office of Director of the Company. As Mr. Susheel Somani has crossed the age of 75 years his appointment can only be made by members approval at AGM/EGM by special resolution to fulfill the conditions of his appointment in compliance of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015 as amended.

The Board seeks approval of the shareholders at the 60^th Annual General Meeting for confirmation of the appointment/ re-appointment of Mr. Adarsh Somani, Mr. Susheel Somani, Mrs. Mamta Biyani, Mr. Narayan Atal and Mr. Surendra Somani.

The brief profile of Mr. Adarsh Somani, Mr. Susheel Somani, Mrs. Mamta Biyani, Mr. Narayan Atal and Mr. Surendra Somani has been detailed in the Explanatory Statement to the Notice of Annual General Meeting.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company :

Mr. Surendra Somani- Executive Vice Chairman

Mr. Basant K. Soni - Chief Financial Officer

Mr. Sunil Sodhani - Company Secretary and Compliance Officer.

No KMP has been appointed or has retired or resigned during the financial year.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 as amended. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

8. Board and Committee Meetings

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

9. Board and Committee Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Boardâs functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Professional Development, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

10. Internal Control Systems and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business & risk management including adherence to the Companyâs Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and the completeness of the accounting records and timely preparation of reliable financial disclosure and other regulatory and statutory compliances and there were no instance of fraud during the year under review.

11. Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) has been mandated to fulfill the competency requirements of the Board. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and recommends their nomination to the Board. On the recommendation of the NRC, the Board has adopted and framed a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are not paid sitting fees; the Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Nomination and Remuneration Policy of the Company. The Companyâs Policy on Directorsâ Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

12. Corporate Social Responsibility (CSR)

The company had to spend Rs. 8.77 lacs towards itâs CSR activities for FY 2018-19 of which Rs. 8.40 lacs was spent on the CSR activities as per the CSR Policy. There is a minor shortfall of Rs. 37,000 in the CSR spent as certain CSR activities planned could not be completed. The CSR Projects of the Company mainly focused contributing towards promoting education including girl child education and health care and sanitation. The annual report on CSR activities is provided in Annexure C of this Report.

13. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were in ordinary course of business done on armâs length basis and of repetitive nature and transactions proposed to be entered during the Financial year are placed before the Audit Committee duly empowered by the Board for prior omnibus approval at the commencement of Financial year. A statement giving details of all Related Party Transactions are placed before the Audit Committee on quarterly basis for their approval. There are no materially significant related party transactions made by the Company during the financial year which may have potential conflict with the interest of the Company that required shareholderâs approval under regulation 23 of the Listing Regulations. Enclosing of Form AOC-2 is not required as suitable disclosure as required by the Indian Accounting Standard has been made in the notes to the Financial Statements. The policy for related party transactions as approved by the Board can be accessed on the Companyâs web-link http://www.kopran.com/investors/policy/pdf/Policy%20on%20related%20party%20transaction.pdf

14. Corporate Governance

A detailed report on Corporate Governance as required under the Listing Regulations is provided in Annexure D and forms part of Annual Report. Certificate from M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No. 1432) regarding compliance stipulated in the Listing Regulations forms part of the Corporate Governance Report.

15. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

16. Rating

CRISIL has re-affirmed the rating for long term is CRISIL BBB /stable and short term rating is CRISIL A3 .

17. Auditors

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co. Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 58^th AGM to the conclusion of 63^rd AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in Notice of the 60^th AGM. The payments made to Auditors are given in the notes to financial statement.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company has appointed Ms. Nirali Mehta, Practicing Company Secretary (Membership No. A37734, COP No. 20754) to conduct the Secretarial Audit of the Company for the FY 2019-20. M/s GMJ & Associates, Practicing Company Secretaries (Firm Regn. No. 1432) has issued the Secretarial Audit Report for FY 2018-19, given in Annexure E. Secretarial Audit Report for the financial year ended 31^st March, 2019 do not contain any qualification, reservation or adverse remark.

c) Internal Auditors

The Board of Directors has appointed M/s STDJ & Co, Chartered Accountants (Firm Regn. No. 136551W) as Internal Auditors of the Company for the FY 2019-20.

18. Directorsâ Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs Internal Financial Controls were adequate and effective during the financial year 2018-19.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31^st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2019 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

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

19. Extracts of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is placed on the Companyâs website. The web-link as required under Companies Act, 2013 is http://www.kopran.com/mvestors/commumcation/pdf/Form%20MGT-9%20Extract%20of%20Annual%20Retum%2031st%20March,%202019.pdf

20. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act,2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure F.

21. Particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the Registered Office of the Company.

22. Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has adopted a Vigil Mechanism or âWhistle Blower Policyâ for directors, employees and all stakeholders to report any concerns about unethical behavior, actual or suspected fraud or violation our Companyâs Code of Conduct. The same is also disclosed on the Companyâs web-link http://www.kopran.com/investors/policy/pdf/Whistle%20Blower%20Policy.pdf . It is affirmed that no personnel or stakeholder of the Company have been denied access to Audit Committee.

23. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A Complaint Redressal Committee has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the FinancialYear 2018-19, no Complaints were received.

24. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) There are no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company.

b) No amount is transferred to General Reserve;

c) The paid up Equity Share Capital as on 31^st March, 2019 was Rs. 43.25 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company;

d) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014;

e) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

f) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

g) In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 60^th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

25. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Vendors, Customers, Investors and Employees of the Company.

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

8^th May, 2019

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 59th Annual Report together with the Audited Financial Statement for the year ended on 31st March, 2018.

1. Financial Performance

(Rs. in Lakhs)

Particulars	Standalone Basis*		Consolidated Basis*
For the Period Ended	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Total Revenue	16,156.51	19,077.86	32,430.42	32,947.82
Less Expenses	15,460.42	17,742.60	30,141.89	30,471.82
Profit before Tax	696.09	1,335.26	2,288.53	2,476.00
Net Tax Expenses	225.41	484.83	239.90	484.83
Profit / ( Loss ) for the Financial Year (FY)	470.68	850.43	2,048.63	1,991.17
Other Comprehensive Income/(Loss) for the FY	10.11	(2.01)	6.03	(1.85)
Total Comprehensive Income/(Loss) for the FY	480.79	848.42	2,054.66	1,989.32

*The Company has adopted Indian Accounting Standards (Ind AS) from 1st April 2017 as prescribed under Section 133 of the Companies Act 2013, read with the relevant rules issued thereunder and accordingly, these financial statement for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein. Reference to reconciliation for first time Ind AS adoption is mentioned in Note No.55 of the Standalone Financial Statement and Note No. 57 of the Consolidated Financial Statement.

2. Performance review

A) Standalone: Standalone Total Revenue was Rs. 16,156.51 Lakhs as against the previous yearâs figures of Rs. 19,077.86 Lakhs down by 15.31%. Profit before tax was Rs. 696.09 Lakhs down by 47.87% over the previous yearâs figures of Rs. 1,335.26 Lakhs. Total Comprehensive Income was Rs. 480.79 Lakhs down by 43.33% over the previous yearâs figures of Rs. 848.42 Lakhs.

B) Consolidated: Consolidated Total Revenue was Rs. 32,430.42 Lakhs as against the previous yearâs figures of Rs. 32,947.82 Lakhs down by 1.58%. Profit before tax was Rs. 2,288.53 Lakhs down by 7.57% over the previous yearâs figures of Rs. 2,476 Lakhs. Total Comprehensive Income was Rs. 2,054.66 Lakhs up by 3.28% over the previous yearâs figures of Rs. 1,989.32 Lakhs.

3. Operations of the Company

Your Companyâs Exports during the financial year was Rs. 13,527 Lakhs as against the previous yearâs figures of Rs. 15,472 Lakhs down by 12.57% and Local sales was Rs. 1,304 Lakhs as against the previous yearâs figures of Rs. 2,085 Lakhs down by 37.46% .

Operations of the Kopran Reseach Laboratories Limited,

a Subsidiary Company

Kopran Research Laboratories Ltd achieved total revenue of Rs. 17,810 Lakhs in the current year as against total revenue of Rs. 16,072 Lakhs in the previous year Exports during the Financial year was Rs. 10,572 Lakhs as against the previous yearâs figures of Rs. 7,690 Lakhs up by 37.48% and Local sales was Rs. 6,958 Lakhs as against the previous yearâs figures of Rs. 8,173 Lakhs down by 14.87%. During the year, the companyâs Total Comprehensive income for the year is Rs. 1,268 Lakhs compared to Rs. 841 Lakhs in the previous year up by 50.77%.

The Industry had been coping with impact of demonitisation and introduction of GST policy has led to some operating challenges.

4. Dividend

In view of expansion plans and to conserve resources, the Board has not recommended any dividend on Equity shares or Preference shares for the Financial Year 2017-18.

5. Management Discussion and Analysis

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is provided as a separate section in Annexure A of this Report.

6. Subsidiaries, Associates and Joint Ventures

7. Directors & Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Susheel G Somani, Non-Executive Director of the Company, retires by rotation at the ensuing AGM, and being eligible, has offered himself for re-appointment.

The Board at its meeting held on 29th May, 2018, subject to the approval of members at Annual General Meeting, appointed Mr. Adarsh Somani and Mr. Varun Somani as Additional Director of the Company, liable to retire by rotation. The Company has received a notice under section 160 of the Companies Act, 2013 as amended thereof from a member of a Company proposing his candidature for the office of the Director. The Board seeks approval of the shareholders at the 59th Annual General Meeting for confirmation of the appointment of Mr. Adarsh Somani and Mr. Varun Somani. The brief profile of the aforesaid Directors has been detailed in the Notice.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company

Mr. Surendra Somani, Executive Vice Chairman; Mr. Basant K Soni, Chief Financial Officer; Mr. Sunil Sodhani,Company Secretary and Compliance Officer. No KMP has been appointed or has retired or resigned during the financial year.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

8. Meetings of the Board

Five Board Meetings were held during the Financial Year ended 31st March, 2018. The Details of the Board Meetings with regard to their dates and attendance of each of the Directors has been provided in the Corporate Governance Report as a separate section in Annexure C of this Report.

9. Committees of the Board

At present, the Board has following five Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Affairs Committee and Corporate Social Responsibility Committee

The Composition of the Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Brief terms of reference of the Committees, Committeesâ Membership and attendance at the meetings of the Committee are provided in the Report on Corporate Governance as a separate section in Annexure C of this Report.

10. Board and Committee Evaluation

Pursuant to the provision of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation, issued by SEBI, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board and performance of Independent Directors, by way of individual and collective feedback from Directors. The matrix of Manner of Evaluation is given in the table below.

Manner of Evaluation
Evaluation done by	Evaluation of whom/process
Independent Directors	a) Board as a Whole b) Non-Independent Directors c) Chairperson (taking into consideration the view of Executive Director) d) Assess the Quality, Quantity and Timeliness of Flow of Information between the Company Management and the Board
Board of Directors	a) Committees of the Board b) Independent Director (excluding the Director who is being evaluated)
Nomination & Remuneration Committee	All Directors (excluding the Director who is being evaluated)

The Board Evaluation included aspects such as Board Composition and structure, effectiveness of Board processes, functions of the Board, etc. The evaluation of Board Committees included aspects such as functioning and effectiveness of the Committee meetings, independence, structure and composition of Committees, etc.

The Directors expressed their satisfaction with the evaluation process.

11. Vigil Mechanism

12. Risk Management and Internal Control Systems and their adequacy

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks. The Company has in place internal financial control systems and risk management system commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

13. Corporate Social Responsibility (CSR)

The Company is not mandated to carry CSR spending pursuant to section 135 of the Companies Act, 2013.

14. Related Party Transactions

All related party transactions that were entered into during the financial year were in ordinary course of business and on armâs length basis, of repetitive nature and proposed to be entered during the Financial year are placed before the Audit Committee duly empowered by the Board with prior omnibus approval at the commencement of Financial year. A statement giving details of all related party transactions are placed before the Audit Committee on quarterly basis for their approval. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

The policy for Related Party Transactions as approved by the Board has been uploaded on the Companyâs website www.kopran.com.

15. Corporate Governance

The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report which is given in Annexure C. The requisite certificate from GMJ & Associates, Practicing Company Secretaries of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid SEBI (LODR) Regulations, 2015 is attached to the Report on Corporate Governance.

16. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statements (Please refer to Notes to the Financial Statements).

17. Rating

The Rating issued by CRISIL for long term is CRISIL BBB /stable and short term rating is CRISIL A3 , upgraded from CRISIL BBB-/stable and CRISIL A3 respectively.

18. Auditors

a) Statutory Auditors: In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 58th AGM to the conclusion of 63rd AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of Statutory Auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in Notice of the 59th AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) Secretarial Auditors: Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No.1432) to conduct the Secretarial Audit of the Company for the FY 2018-19. M/S GMJ & Associates has issued the Secretarial Audit Report for FY 2017-18, given in Annexure D. Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification, reservation, adverse remark or disclaimer.

c) Internal Auditors: The Board of Directors has appointed M/s STDJ & Co, Chartered Accountants (Firm Regn. No. 136551W) as Internal Auditors of the Company for the FY 2018-19.

19. Directorsâ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies listed in the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the Annual Accounts on a going concern basis;

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

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

20. Extracts of Annual Return

21. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as Annexure E.

22. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure F.

23. Particulars of employees and related disclosures

Disclosures pertaining to remuneration and other details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed herewith as Annexure G. Any Shareholder interested in obtaining the information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the Registered Office of the Company.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention , Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Complaint Redressal Committee has been set up by your Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial year, no Complaints were received.

25. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) No amount is transferred to General Reserve;

b) The paid up Equity Share Capital as on 31st March, 2018 was Rs. 43.25 crores. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company;

c) The Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014;

d) There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;

e) There was no change in nature of Business. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this Financial Statement relate and the date of this Report.

26. Acknowledgements

The Directors wish to place on record their appreciation for the continued support and co-operation by Financial Institutions, Banks, Government Authorities and other Stakeholders. Your Directors also acknowledge the support extended by the Companyâs Unions and all the employees for their dedicated services.

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

29th May, 2018

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 57^th Annual Report together with the Audited Statement of Accounts for the year ended on 31 ^stMarch, 2016.

1. FINANCIAL PERFORMANCE

A) Standalone

The company achieved total revenue of Rs. 18,814 Lacs in the current year as against total revenue of Rs.33,207 Lacs in the previous year. During the year, the company earned net profit of Rs.1,143 Lacs (Previous Year: Rs. 1,548 Lacs).

Financial Summary and Highlights

(Rs.in Lacs)

Particulars	Standalone Basis
For the period ended	F. Y. 2015-16	F. Y 2014-15
Total Revenue	18,814	33,207
Less Expenses	17,551	31,652
Profit Before exceptional items & Tax	1,263	1,555
Less Exceptional items	119	7
Net Profit / ( Loss ) for the Period	1,144	1,548

B) Consolidated

Consolidated revenue for the year was Rs. 29,869 Lacs as against consolidated revenue of Rs. 33,227 Lacs in the previous year. Consolidated net profit for the year was Rs. 1,072 Lacs as against a loss of Rs. 3,912 Lacs in Previous Year.

(Rs. in Lacs)

Particulars	Consolidated Basis
For the period ended	F. Y. 2015-16	F. Y 2014-15
Total Revenue	29,869	33,227
Less Expenses	28,677	31,690
Profit Before exceptional items & Tax	1,191	1,536
Less Exceptional items	119	5,449
Net Profit / ( Loss ) for the Period	1,072	(3,912)

The Figures however are not comparable due to transfer of Active Pharmaceuticals Ingredients (API) business to Kopran Research Laboratories Limited, a Subsidiary Company on 31^st March 2015 and the Consumer Care Division was sold w.e.f 1^st April 2015.

2. Operations of the Company

(Rs. in Lacs)

Divisions	F.Y. 2015-16	F.Y. 2014-15
Formulations ((Finished Dosage form)
Export	16,558	18,415
Local Sales	2,173	51
Active Pharmaceuticals Ingredients ( API )
Local	-	7,296
Export	-	6,542
Consumer Care Division
Local	-	243
Export	-	11

The Active Pharmaceuticals Ingredients business was transferred to Kopran Research Laboratories Limited on 31^st March 2015.The Consumer Care Division was sold w.e.f 1^st April 2015, hence, the previous year figures are not comparable.

3. Dividend

In view of the carried forward losses, the Board does not recommend any dividend on Equity shares or Preference shares.

4. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is provided as a separate section in Annexure A of Annual Report.

5. Subsidiaries, Associates and Joint Ventures

During the year, your company has subscribed the Right Issue of Kopran Research Laboratories Ltd. amounting to Rs.110 Crores.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Directors Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates are included in the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company www.kopran.com. Shareholders interested in obtaining a copy of the subsidiary companies may write to the Company Secretary at the Companyâs registered office

6. Risk Management

The company has thought out and communicated the procedures to all concerned in the organization as to identification, measurement and evaluation of risks, their classification and mitigation.

7. Share Capital

During the Financial year, the Company has allotted 2150000 Equity shares F.V Rs10/- at a premium of Rs.56/- upon Conversion of Warrants issued on Preferential basis to a Promoter Group Company under SEBI (ICDR) Regulations, 2009. Accordingly the paid up Equity capital of the Company has increased from Rs.39.05 Cr. to Rs.41.10 Cr.

8. Directors & Key Managerial Persons(KMP)

During the Financial Year, Mr. Ajit Jainâs term as Executive Director(KMP)ended on 31^st January, 2016,but he continues to work as Chief Operating Officer. Mr. Amit Rajan, Director of the Company resigned from the Board w.e.f. 28^th April, 2016. The Directors wish to place on record, appreciation of contribution made by Mr. Ajit Jain and Mr. Amit Rajan during their tenure as Director of the Company.

9. Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LOdR) Regulations, 2015. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

10. Meetings of the Board

Five Board Meetings were held during the Financial Year ended 31^st March, 2016. The Details of the Board Meetings with regard to their dates and attendance of each of the Directors has been provided in the Corporate Governance Report as a separate section in Annexure C of Annual Report.

11. Performance Evaluation

Pursuant to the provision of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out the annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria

a. For Independent Directors

Knowledge and Skills, Professional conduct, Duties, Role and Functions.

b. For Executive Directors

Performance as Team Leader / Member, New initiative / expansion, Achievements in the Key responsibility areas, Professional Conduct, Integrity, Sharing of information with the Board, Customer satisfaction and investor relations.

c. For Board and its Committees

Attendance and participation of the members, Advising in implementation of good Corporate practices, Reviewing and guiding corporate strategy, risk policy, annual budgets, oversees major capital expenditure etc., Succession planning, Financial integrity, appropriate systems of control in relation of financial operation and compliances of various laws.

The Directors have expressed their satisfaction with the evaluation process.

12. Audit Committee

The members of Audit Committee comprises of two Independent Directors, Dr. Arvind K. Mehta and Mr. Vishnu N. Khanna and Executive Vice Chairman Mr. Surendra Somani. The Committee inter alia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations including related party transactions. The Committee also reviews in detail the Financial Statements before they are placed before the Board. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

13. Vigil Mechanism

14. Internal Control Systems and their adequacy

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

15. Fixed Deposits

During the financial year, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

16. Corporate Social Responsibility (CSR)

In view of past carried forward losses, the Company has not done CSR spending.

17. Policy on Nomination and Remuneration

The contents of Nomination and Remuneration Policy of the Company are prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The summary of the same is provided in the Corporate Governance Report.

18. Related Party Transactions

All Related Party Transactions that were entered into during the financial year were in ordinary course of business and on armâs length basis. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the accounting standard (AS-18) has been made in the notes to the Financial Statements.

The policy for related party transactions as approved by the Board has been uploaded on the Companyâs website.

19. Corporate Governance

The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report which is given in Annexure C. The requisite certificate from GMJ & Associates, Practicing Company Secretaries of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid SEBI (LODR) Regulations is attached to the Report on Corporate Governance.

20. Loans, Guarantee or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements Note 42 & 43.

21. Rating

The Rating issued by CRISIL for long term is CRISIL BBB-/stable and short term rating is CRISIL A3

22. Auditors

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules 2014, M/s. Batliboi & Purohit, Chartered Accountants (Firm Regn. No.101048W) has been appointed as Statutory Auditors of the Company till the conclusion of next Annual General Meeting. Further, pursuant to the requirement of section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F.Y. 2016-17. M/s. Batliboi & Purohit have submitted a Certificate confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Act.

There is no qualification, reservation, adverse remark or disclaimer by Statutory Auditors in their report for the financial year ended 31st March, 2016 except for emphasis of matter in Note 43 of Financial Statement for which management is of the opinion that no provision is required in respect of investment made in subsidiary company, Kopran Research Laboratories Limited as it is strategic and long term.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board of Directors of the Company had appointed M/s. GMJ & Associates, Practicing Company Secretaries (Firm Regn. No.1432) to conduct the Secretarial Audit of the Company for the F.Y. 2016- 2017. M/s. GMJ & Associates has issued the Secretarial Audit Report for F.Y. 2015-16, given in Annexure D.

Secretarial Audit Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.

c) Internal Auditors

The Board of Directors has appointed M/s. NGS & Co. LLP, Chartered Accountants (Firm Regn. No.119850W) as Internal Auditor of the Company for the F.Y. 2016-17.

23. Directorsâ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies listed in the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31^st March, 2016 and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

24. Material changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. 31^st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of the business of the Company.

25. Extracts of Annual Return

Pursuant to Section 92 (3) of the Companies Act,2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014,the extract of Annual Return in Form MGT-9 is attached as Annexure E.

26. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

The information on Conservation of energy, Technology absorption and Foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure F.

27. Details of Unclaimed Suspense Account

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (LODR) Regulations, 2015 is annexed herewith as Annexure G.

28. Particulars of employees and related disclosures

On behalf of the Board of Directors

Surendra Somani

Executive Vice Chairman

30^th May, 2016

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 55th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs in Lacs)

Particulars For the Financial For the Financial Year 2013-14 Year 2012-13

Total Revenue 30,330 25,194

Profit before Depreciation, Interest and Tax 4,396 3,601

Net Profit /(Loss) for the period 1,704 1,206

FINANCIAL PERFORMANCE

Standalone

Net revenue from operations on standalone basis increase to Rs. 30,330 Lacs as against Rs. 25,194 Lacs in the previous year, a growth of 20% . The profit after tax for the current year is Rs.1,704 Lacs as against Rs. 1,206 Lacs in the previous year, a growth of 41%.

Consolidated

On consolidated basis your Company achieved net revenue of Rs. 30,481 Lacs as against Rs. 25,203 Lacs a growth of 21% Consolidated net profit after tax for the current year is Rs.1,718 Lacs as against Rs.1, 112 Lacs in the previous year, a growth of 54%.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 28th May, 2014 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary Companies at the Registered Office of the Company and Company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares

CREDIT RATING

CRISIL has assigned the Long Term Credit Rating CRISIL BBB- and Short Term Credit Rating is CRISIL A3.

SECRETARIAL AUDIT

GMJ & Associates Practicing Company Secretaries, conducted secretarial audit, pursuant to the provisions of section 383A of the Companies Act, 1956 for the Financial Year 2013-14. GMJ & Associates has submitted the report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI/other regulatory authorities.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2014 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2014 is included in this Annual Report.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels.

DIRECTORS

The Board of Directors of your Company have re-appointed Mr. V.N. Khanna, Dr. A.K. Mehta, Independent Directors and Mr. Surendra Somani, Executive Vice-Chairman of the Company, who being eligible, offer themselves for re-appointment.

The appropriate resolutions for their re-appointment as Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other informations have been detailed in the Notice. The Board of Directors recommends for their appointments as Directors in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2014-2015.

The observation of the Auditors in their Report on accounts read with relevant notes are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are required to be attached to this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Annual Accounts of your Company sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and their associates.

For & on behalf of the Board Surendra Somani Executive Vice Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai- 400018

Place : Mumbai D ate : 28th May, 2014

Mar 31, 2013

TO, THE MEMBERS

The Directors have pleasure in presenting the 54th Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lakhs)

Particulars For the Financial For the Financial Year 2012-13 Year 2011-12

Total Revenue 25,194 20,447

Profit before Depreciation, Interest and Tax 3,601 2,725

Net Profit /(Loss) for the period 1,206 617

DIVIDEND

In view of the past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE Standalone

The company achieved total revenue of Rs. 25,194 lakhs in the current year as against total revenue of Rs. 20,447 lakhs in the previous year. During the year, the company earned net profit of Rs. 1,206 lakhs (Previous Year: Rs. 617 lakhs), thus achieving a growth of 96% in profits.

Consolidated

Consolidated revenue for the year was Rs. 25,203 lakhs as against consolidated revenue of Rs. 20,456 lakhs in the previous year. Consolidated net profit for the year was Rs. 1,114 lakhs (Previous Year: Rs. 534 lakhs) thus achieving a growth of 109% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K) Ltd. and Kopran Lifesciences Ltd. are the existing wholly owned subsidiaries of the company.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8,2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. Therefore Board of Directors at its Meeting held on 29th May, 2013 has decided not to attach Annual Report of the Subsidiary Companies with this Annual Report.

A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. and prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2013 on a going concern basis.

CASH FLOW STATEMENT

In conformity with provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2013 is included in this Annual Report.

LISTING

Your Company is listed with Bombay Stock Exchange Ltd at P.J.Towers, Dalal Street ,Mumbai-400001 and National Stock Exchange of India Limited at Bandra Kurla Complex, Bandra (E),Mumbai. Listing Fee for the year 2013-14 has been paid by the Company within the time prescribed by the Stock Exchanges.

INDUSTRIAL RELATIONS AND PERSONNEL

Your Company enjoyed warm and healthy relations with its employees at all locations and Directors take this opportunity to record their appreciation for the outstanding contribution made by employees at all levels

DIRECTORS

Mr. Susheel G.Somani and Mr. Amit Rajan, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Mr.Vijay Kumar Bhandari has been appointed as a Director in the company w.e.f. 12th February, 2013. Mr. Ajit Jain has been reappointed as the Whole time Director of the Company w.e.f. 1st February, 2013.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2013-2014.

The observations of the Auditors in their Report and Notes there on are self explanatory.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor''s Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure I and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure II and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act 1956 , hence particulars under this section read with Particulars of employees(Rules), 1975 need not to be given.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

Registered Office: For & on behalf of the Board

Parijat House, 1076,

Dr. E. Moses Road,

Worli, Mumbai- 400018 Susheel G. Somani

Chairman Place : Mumbai

Date : 29th May, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 53rd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For the Financial For the Financial Year 2011-12 Year 2010-11

Total income 20,447 19,876

Profit before Depreciation, Interest and Tax 2,725 2,497

Profit /(Loss) for the period 617 540

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

FINANCIAL PERFORMANCE

Standalone

The company achieved total revenue of Rs. 20,447 lacs in the current year as against total revenue of Rs. 19,876 lacs in the previous year.

During the year, the company earned net profit to 7617 lacs (Previous Year: Rs. 540 lacs), thus achieving a growth of 14% in profits.

Consolidated

Consolidated revenue for the year was 720,456 lacs as against consolidated revenue of Rs. 19,883 lacs in the previous year.

Consolidated net profit for the year was 7534 lacs (Previous Year: Rs. 453 lacs), thus achieving a growth of 18% in consolidated profits.

SUBSIDIARIES

Kopran Research Laboratories Ltd., Kopran (H.K.) Ltd. and Kopran Lifesciences Ltd. are the existing subsidiaries of the company and are wholly owned.

As required under Listing Agreements with the Stock Exchanges, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the Companies Act, 1956. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the said Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A shareholder can inspect the accounts of Subsidiary companies at the Registered office of the company and company will also provide copy of Annual Report on request of the shareholder.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements pursuant to Listing Agreement entered with Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. are prepared according to relevant Accounting Standards are attached hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956, IT IS HEREBY CONFIRMED THAT:

I. In the preparation of the Final Accounts for the year ended 31-March-2012, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31-March-2012 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

As none of the employee was paid remuneration exceeding the limit prescribed under section 217(2A) of the Companies Act, 1956, hence particulars under this section read with Particulars of Employees (Rules), 1975 need not to be given.

DIRECTORS

Mr. V.N. Khanna and Dr. A.K. Mehta, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

Dr. Suresh Parikh has resigned from the Board of Directors of the company w.e.f. 13th July, 2012.

Mr.Amit Rajan has been appointed as a Director in the company w.e.f. 13th July, 2012.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2012-2013.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and employees of the Company.

For and on behalf of the Board

Susheel G. Somani Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date: 13 July, 2012

Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the 52nd Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars For Year ended For Year ended 31st March, 2011 31st March, 2010

Total Operating Income 19473 16429

Profit before Depreciation, Interest & Tax 2385 2052

Profit / (Loss) After Tax but before exceptional item 540 322

Exceptional Items of Income - 675

Profit / (Loss) for the period 540 997

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the company achieved a net profit before exceptional items of Rs. 540 lacs as against the net profit of Rs. 322 lacs in the previous year. The company achieved Operating Revenue of Rs. 19473 lacs against Rs. 16429 lacs in the previous year, thus achieving a growth of about 19% during the year.

SUBSIDIARIES

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under section 211(3C) of the 'Companies Act, 1956'. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary companies.

Pursuant to the provision of section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated 8th February, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended 31 st March, 2011 is included in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 IT IS HEREBY CONFIRMED THAT :

I. In the preparation of the Final Accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31st March, 2011 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditor's Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure III and forms part of this Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. Adarsh Somani, Whole Time Director of the company has resigned w.e.f. 14th May, 2011, Mr. Susheel G.Somani and Dr. Suresh K. Parikh, Directors, retire by rotation and being eligible, offer themselves for reappointment. The Board of Directors recommends their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2011-12.

The observation of Auditors in their Report at Item No. 4f and the relevant Note No. 9 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behalf of the Board

Susheel G. Somani Surendra Somani Chairman Executive Vice-Chairman

Registered Office: Parijat House, 1076, Dr. E. Moses Road, Worli, Mumbai - 400 018

Date : 29th July, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 51st Annual Report of the company along with the Audited Statements of Accounts for the year ended on 31-March-2010

FINANCIAL RESULTS

( Rs. in Lakhs)

Particulars For year ended For year ended

31-March-2010 31-March-2009

Total Operating Income 16429 11883

Profit before Depreciation, Interest & Tax 2052 647

Profit (Loss) After Tax but before exceptional item 322 (1319)

Exceptional Items of Income 675 -

Profit / (Loss) for the period 997 (1319)

DIVIDEND

In view of the carried forward past losses the Board of Directors do not recommend any dividend on equity or preference shares.

REVIEW OF OPERATIONS

During the year, the companys operations turned around and the company achieved a net profit before exceptional items of Rs. 332 lacs as against the net loss of Rs. 1319 lacs in the previous year. The net profit after exceptional items, during the year, was Rs. 997 lacs. The turnaround was achieved on the back of higher volumes and better margins. The company achieved Operating Revenue of Rs. 16429 lacs against Rs.11883 lacs in the previous year, thus achieving a growth of 38% during the year.

CREDIT RATING

Koprans credit rating has improved and Crisil has upgraded and assigned rating of B- (stable) to the companys bank borrowings in July, 2010 which was upgraded from B-(negative).

SUBSIDIARIES

As per Section 212 of the Companies Act, 1956 the Audited Statements of Accounts along with the Reports of the Directors and the Auditors thereon, of the subsidiary companies viz. Kopran Research Laboratories Ltd. and Kopran (H. K.) Ltd are attached herewith and form part of this Report. A statement containing details of subsidiaries, as required u/s 212 of the Companies Act 1956, is also annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed that:

I. In the preparation of the Final Accounts for the year ended 31-March-2010, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

II. 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 period under review and of the profit or loss of the company for that period.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the Accounts for the period ended 31-March-2010 on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report pursuant to clause 49 of the Listing Agreement is attached as Annexure I and forms part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Auditors Certificate, pursuant to clause 49 of the Listing Agreement is attached herewith as Annexure II and forms part of this Report.

FIXED DEPOSITS

The company has neither accepted nor renewed any fixed deposits from public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

A Report on Conservation Of Energy, Technology Absorption and Foreign Earnings & Outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is attached herewith as Annexure Ml and forms part of this Report.

PARTICULARS OF EMPLOYEES

The particulars of employees qualifying under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given as Annexure IV.

DIRECTORS

Mr. V. N. Khanna and Dr. A. K. Mehta, Directors, retire by rotation and being eligible offer themselves for reappointment. Mr. Ajit Jain, COO of the company, was appointed as Director & COO of the company w.e.f. 01st February, 2010 and his appointment is subject to the approval of shareholders and Central Government. Mr. Ajit Jain as a Director shall be liable to retire by rotation.

The Board of Directors commend their appointments as Directors, as being in the interest of the company.

STATUTORY AUDITORS

The Statutory Auditors of the company M/s. Batliboi & Purohit, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommend their appointment as statutory auditors of the company for the financial year 2010-11.

The observations of Auditors in their Report at Item No. 4 f (i,ii,iii) and the relevant Notes to Accounts at Item Nos. 9 ,10 and 18 of Schedule No. 18 are self explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation for the contribution of employees at all levels and for the support from the financial institutions, banks, lenders and the associates.

For and on behaif of the Board

Susheel G. Somani Surendra Somani

Chairman Executive Vice-Chairman

Registered Office:

Parijat House, 1076, Dr. E. Moses Road,

Worli, Mumbai 400 018

Date: 10th August, 2010

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