Directors Report of Krebs Biochemicals & Industries Ltd.

Mar 31, 2025

The directors submit the 33rd Annual Report of Krebs Biochemicals & Industries Limited (the ''Company'') along with the audited
financial statements for the financial year ended 31st March 2025.

1. Financial Summary

Particulars	Financial Year ended 31st March 2025	Financial Year ended 31st March 2024
Revenue from operations	4331.19	5042.15
Other Income	70.89	45.13
Total Income	4402.08	5087.28
Expenditure	5834.14	5914.55
Profit /(Loss) before Interest, Depreciation and Taxes	(1432.06)	(827.25)
Finance Cost	591.42	468.94
Depreciation & Amortisation	668.92	676.63
Profit/(Loss) Before Tax	(2692.40)	(1972.84)
Tax Payment of Earlier Years	1.53	-
Net profit/(Loss) after Tax	(2693.93)	(1972.84)

2. Financial Performance and Operations

During the financial year under review, the Company has
reported total income of Rs. 4402.08 Lakhs as against
total income of Rs. 5087.28 Lakhs in the previous financial
year. During the year under report, operations of the
Company have resulted in a loss of Rs. 2693.93 Lakhs
as against loss of Rs. 1972.84 Lakhs of the previous
financial year. Detailed Performance of the Company is
given in the Management Discussion and Analysis Report
forming part of this Annual Report.

The manufacturing operations at the Company''s Vizag
manufacturing unit remain closed since 9th February 2025
pursuant to order issued by Andhra Pradesh Pollution
Control Board.

The Company taking all the possible efforts to revoke the
closure order issued by Pollution Control Board and restart
the manufacturing operations at this manufacturing unit.
Closure of the manufacturing operations at this
manufacturing unit materially impacted the Company''s
business.

3. Change in nature of business

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

4. Dividend

In view of losses incurred during the year, no dividend is
proposed to be declared for the financial year 2024-25.

5. Material changes and commitments affecting the
financial position of the Company

No material changes or commitments affecting the
financial position of the Company have occurred between

the end of the financial year to which financial statement
in this report relate and date of this report.

6. Share Capital

There is no change in the share capital of the Company
during the financial year under report.

7. Investor Education and Protection Fund

No unclaimed dividend and/or shares were transferred or
transferable to the Investor Education and Protection Fund
during the year under review.

8. Statutory Auditors, Audit Report and Aud ited Accounts

At the 32nd Annual General Meeting (AGM) of the
Company held on 27th September 2024, the Members
approved re-appointment of M/s. Bhavani & Co, Chartered
Accountants (Firm Registration No. 012139S) as the
Statutory Auditors of the Company to hold office for a
period of three years from the conclusion of the 32nd AGM
till the conclusion of 35th Annual General Meeting to be
held in the year 2027. Based on the legal opinion and as
pointed out by the Secretarial Auditors, it is now proposed
to extend the term of re-appointment of M/s. Bhavani &
Co., Chartered Accountants as Statutory Auditors for a
period of 5 years ( instead of 3 years) from the conclusion
of the 32nd AGM held on 27th September 2024 and till
the conclusion of the 37th AGM to be held in the year
2029. The necessary approval of the shareholders for
this is being taken at the ensuing Annual General Meeting.
The Auditors report read with notes to the accounts
refereed to therein are self explanatory.

Explanation or Comments on Qualification,
Reservation or Adverse Remark or Disclaimer made
by the Auditors

We draw your attention to note no.	The Company has
2.20.2 to the financial statements,	prepared turnaround
which states that the Company has	strategy and is also in
incurred loss before tax of Rs. 2,692.40	the process of
lakhs for the year ended 31st March	developing new
2025 and Rs. 1,972.84 lakhs for the	products for
year ending 31st March 2024. As of	manufacturing. It is
31st March 2025, the total liabilities	essential for the
exceeded it''s total assets by Rs.	Company to increase
14,623.88 lakhs as compared to Rs.	production level to
11,921.67 lakhs as at 31st March	optimally utilise the
2024. These factors indicate that	available capacity so
material uncertainty exists that may	as to make the
cast doubt on the Company''s ability to	Company''s
continue as going concern. The	operations financially
Company''s management has carried	viable. The Company
out an assessment of the Company''s	is also exploring the
financial performance and has	opportunity to
obtained a confirmation providing	manufacturing
comfort of financial support from the	additional
Principal Promoter Share Holder, if	fermentation based
required to meet its obligations.	products so as to
Principal Promoter Share Holder has	optimally utilise the
given assurance to put their best	capacities of
efforts and help the Company in	Company''s
achieving break even in its business	manufacturing units.
through addition of products being
manufactured and as well as giving
marketing support and shall also
financially support the Company''s
financial needs in continuing with it''s
operations till such time the Company
turnaround it''s operations. And with
continued efforts, the Company
expects to address the material
uncertainty in future.

9. Internal Auditors

The Board of Directors based on the recommendation of
Audit Committee have re-appointed M/s. Suryanarayana
& Suresh, Chartered Accountants, Hyderabad, as Internal
Auditors of the Company for the Financial Year 2025-26
at their meeting held on 20th May 2025.

The internal auditors have submitted their reports at
quarterly intervals to the Audit Committee and the Board
during the financial year ended 31st March 2025.

10. Directors and Key Managerial Personnel

During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board and
Committees.

The second term of appointment of Mr. GVL Prasad, Mr.
Raj Kamal Prasad Verma, Mrs. Malti Tangirala and Mr.
Satish Khivsara as Independent Directors of the Company
were completed on 31st December 2024, 12th February
2025, 11th March 2025 and 31st March 2025, respectively.
The Board of Directors at their Meeting held on 4th
February 2025 appointed Mr. P M Kathariya, Ms. Dipti
Shah, Mr. Satya Prakash Chigurupati and Mr. Sumanth

Karlapudi as Independent Directors of the Company for
a period of five consecutive years w.e.f. 4th February 2025
and shareholders approved their appointment through
postal ballot process on 28th May 2025.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, the Key Managerial Personnel of
the Company as on the date of this report are:

Mr. Jitendra Shah - Managing Director& CEO- Upto 7th
August 2025

Mr. Manish Kumar Jain - Managing Director & CEO -

w.e.f. 7th August 2025

Mr. Ritesh Jain - Chief Financial Officer

Mr. Rakesh R Kalbate - Company Secretary & Compliance

Officer

Appointment/ Resignation of KMPs

a) Mr. Keyur Doshi resigned from the post of Company
Secretary & Compliance Office of the Company w.e.f.
15th April 2024.

b) Mr. Rakesh R Kalbate appointed as a Company
Secretary & Compliance Officer of the Company
w.e.f. 21st May 2024.

c) Mr. Jitendra Shah resigned as Managing Director &
CEO of the Company w.e.f. close of business hours
on 7th August 2025.

d) Mr. Manish Kumar Jain appointed as a Managing
Director & CEO of the Company w.e.f. 7th August
2025.

Retirement by Rotation

Mr. Avinash Ravi and Mr. Pabitrakumar Bhattacharyya,
retires by rotation as Directors at the ensuing Annual
General Meeting and they have offered themselves for
re-appointment.

11. Declaration of Independence

The Company has received the declarations under
section149(6) of the Companies Act, 2013, from the
Independent Directors that each of them meets the criteria
of independence and there has been no change in the
circumstances which may affect their status as
Independent Directors during the year. They have also
declared that they are not debarred from the holding the
office of director by virtue of any SEBI order or order by
any other competent authority.

All the Independent Directors have registered themselves
under Independent Directors data bank maintained by the
Indian Institute of Corporate Affairs (IICA).

12. Board Meetings

During the financial year 2024-25, Four (4) meetings of
the Board were held. Details of the meetings of the Board
and attendance of the Directors have been provided in
the corporate governance report which forms part of this
report.

13. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013
pertaining to Corporate Social Responsibility (CSR) is not
applicable to the Company.

14. Quality Initiatives

The Company is committed to meet the customers Quality
requirements and satisfaction by maintaining high degree
of assurance in Quality, Safety, efficacy of the products
manufactured. The Company maintains mutual and
beneficial relationship with the Suppliers, Vendors and
Customers.

The Company provide continual training to all the
employees working in the plants for upgrading their
knowledge of CGMP practices. Your Company
continuously focus on developing new products with
innovative knowledge and robust practices meeting the
Regulatory requirements.

The Company is committed to meet the regulatory
standards set by global regulators and Company''s Unit-II
Vizag site has been accredited and certified by EDQM,
Europe. Many customers have audited Unit-I Nellore plant
and have approved the plant as qualified Vendor.
Company is totally focusing to be as an integrated
Company emerging in the Pharma market by improving
and implementing best-in class methodologies to meet
the customer requirements with zero complaints and by
implementing the ALCOA Practices in both the plants.

15. Policy on directors'' appointment and remuneration
and other details

The Nomination and Remuneration Committee has laid
down the criteria for Directors'' appointment and
remuneration including criteria for determining
qualifications, positive attributes and independence of a
Director. The following attributes/criteria for selection have
been laid by the Board on the recommendation of the
Committee:

• The candidate should posses the positive attributes such
as leadership, entrepreneurship, industrialist, business
advisor or such other attributes which in the opinion of
the Committee the candidate possess and are in the
interest of the Company;

• The candidate should be free from any disqualifications
as provided under sections 164 and 167 of the Companies
Act, 2013;

• The candidate should meet the conditions of being
independent as stipulated under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015 in case of
appointment as an independent director; and

• The candidate should posses appropriate educational
qualification, skills, experience and knowledge in one or
more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical
operations, infrastructure, medical, social service,
professional teaching or such other areas or disciplines
which are relevant for the Company''s business.

16. Board Evaluation

The Nomination and Remuneration Committee lays down
the criteria for performance evaluation of Independent
Directors, Board of Directors and Committees of the Board.
The criteria for performance evaluation is based on the
parameters like attendance and participation at the
meetings of the Board and Committees thereof,

contribution to strategic decision making, review of
financial statements and business performance.

The Board has carried out evaluation of its own
performance as well as that of the Committees of the
Board and all the Directors.

17. Remuneration Policy

The objective and broad framework of the Company''s
Remuneration Policy is to consider and determine the
remuneration, based on the fundamental principles of
payment for performance, potential and growth. The
Remuneration Policy reflects on certain guiding principles
of the Company such as aligning remuneration with the
longer term interests of the Company and its shareholders,
promoting a culture of meritocracy and creating a linkage
to corporate and individual performance and emphasising
on line expertise and market competitiveness so as to
attract the talent. The Nomination and Remuneration
Committee recommends the remuneration of Directors
and Key and Senior Managerial Personnel, which is
approved by the Board of Directors, subject to the approval
of shareholders, where necessary. The level and
composition of remuneration shall be reasonable and
sufficient to attract, retain and motivate the directors, key
managerial personnel and other employees of the quality
required to run the Company successfully. The relationship
of remuneration to performance should be clear and meet
appropriate performance benchmarks. The remuneration
to directors, key managerial personnel and senior
management personnel should also involve a balance
between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working
of the Company and its goals. The Remuneration Policy
is placed on the Company''s website at
https://www.krebsbiochem.com/krebs.php?id=41&title=Policies-and-Corporate-Documents

Information about elements of remuneration package of
individual directors is provided in the Annual Return as
provided under Section 92(3) of the Companies Act, 2013
which is placed on the website of the Company.

18. Familiarisation program for Independent Directors

The Company has conducted familiarisation programs for
the Independent Directors as required under the
provisions of Companies Act, 2013, the same is uploaded
on the Company''s website at www.krebsbiochem.com.

19. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and
their adequacy are included in the Management
Discussion and Analysis Report which forms part of this
report.

20. Audit Committee

Your Company has a duly constituted Audit Committee
and the Board has accepted all the recommendations of
Audit Committee during the year under review. The
composition of Audit Committee as on date of signing this
report are:

a) Mr. P M Kathariya - Chairman

b) Ms. Dipti Shah - Member

c) Mr. Satya Prakash Chigurupati - Member

d) Mr. Sumanth Karlapudi - Member

e) Mr. Manish Kumar Jain - Member w.e.f. 08.08.2025

f) Mr. Jitendra Shah - Member upto 07.08.2025

The details pertaining to meeting, role and responsibilities
of Audit Committee are provided in the Corporate
Governance Report, which forms part of this report.

21. Nomination and Remuneration Committee

Your Company has in place a duly constituted Nomination
and Remuneration Committee which has following
members as on date of signing of this report:

a) Mr. Satya Prakash Chigurupati - Chairman

b) Ms. Dipti Shah - Member

c) Mr. P M Kathariya - Member

d) Mr. Sumanth Karlapudi - Member

Details pertaining to meetings, role and responsibilities
of Nomination and Remuneration Committee are provided
in the Corporate Governance Report which forms part of
this report.

22. Stakeholders Relationship Committee

Your Company has constituted a Stakeholders
Relationship Committee as required under the provisions
of SEBI Listing Regulations and the Companies Act, 2013.
Members of the committee as on signing date of this report
are:

a) Mr. Sumanth Karlapudi - Chairman

b) Ms. Dipti Shah - Member

c) Mr. Satya Prakash Chigurupati - Member

d) Mr. P M Kathariya - Member

e) Mr. Manish Kumar Jain - Member w.e.f. 08.08.2025

f) Mr. Jitendra Shah - Member upto 07.08.2025

Details pertaining to meetings, role and responsibilities
of Stakeholders Relationship Committee are provided in
the Corporate Governance Report which forms part of
this report.

23. Corporate Governance

As per the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company has complied with the requirements of
Corporate Governance in all material aspects.

A report on Corporate Governance together with a
certificate of its compliance from the Statutory Auditors,
forms part of this report.

24. Loans and Investments

During the year under review, the Company has not given
any loans and not made any investments under the
provisions of Section 186 of the Companies Act, 2013.

25. Particulars of Employees

Pursuant to the provisions of Section 197 of the
Companies Act 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, no employee of the Company is
drawing salary of more than Rs. 1.02 Crores (Rupees
One Crore Two Lakhs) per annum or Rs. 8.5 lakhs
(Rupees Eight Lakhs Fifty Thousand) per month, as the
case may be, for the financial year ended 31st March
2025.

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a
separate Annexure-I forming part of this report. Further,
the report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of Section 136
of the Act, the said annexure is open for inspection at the
Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to
the Company Secretary.

26. Cost Audit

Pursuant to the provisions of section 148 of the
Companies Act, 2013, the cost audit of cost records
became applicable to the Company for financial year
2024-25. M/s. Bojanapalli & Associates, Cost Accountant
(Firm Registration No. 100849) were appointed as Cost
Auditors to conduct audit of cost records of the Company
for the financial year 2024-25.

The Cost Audit Report for financial year 2024-25 will be
filed on or before the due date.

27. Secretarial Audit

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
as amended from time to time, the Company has
appointed M/s DSMR and Associates, Practicing
Company Secretaries, as Secretarial Auditors to undertake
the secretarial audit of the Company. The Secretarial Audit
Report is annexed herewith as Annexure- II to the Board''s
Report.

Qualifications in Secretarial Audit Report:

Sr. No	Observations in Secretarial Audit Report	Board''s explanation/ comments
1	Non maintenance of 100% promoter shareholding in dematerialized form	1000 shares of Mrs. Hemalata Ravi and 19400 shares of Dr R T Ravi, promoter shareholders are under legal dispute in the court of law and hence the same could not be dematerialized.
2	The Company didn''t maintain the required composition of the Board between 01st Jan 2025 to 03rd Feb 2025, post completion of tenure of Mr. Venkata Lakshmi Prasad Gundapaneni, Independent Director - Regulation17(1 )(b) and failed to appoint an Independent Director before completion of tenure of Mr. Venkata Lakshmi Prasad Gundapaneni- Regulation- 17(1E)	The Company has rectified the Non Compliance, inter- alia by appointing new 4 Independent Director on 4th February 2025, being first Board Meeting of the Company after retirement of Mr. G. V. L. Prasad as an Independent Director. The selection of new independent director(s) meeting the selection criteria and who have consented to act as independent director(s) took little longer time. Also, all the 4 independent directors of the Company were retiring

		one by one between 1st January 2025 to 31st March 2025. The Company has now appointed 4 new independent directors at its meeting held on 4th February 2025 and these appointments are approved by the shareholders through a single postal ballot. In view of this, there was 33 days delay in the instant case for appointment of new Independent Director in place of Mr. G V L Prasad, retired independent director.
3	The Company has	The Company has appointed
	appointed the Statutory	Statutory Auditors for the
	Auditor for a tenure of less	second term for a period of 3
	than five years, which is not	consecutive years as
	in accordance with the	consented by the statutory
	minimum term prescribed	auditors at 32nd Annual
	under Section 139(1) of the	General Meeting held on 27th
	Companies Act, 2013.	September 2024. Under Section 139 (2) of the Companies Act, 2013, listed Company can appoint a audit firm as auditors for not more than 2 terms of five consecutive years. Though in the opinion of the Company this section do not prohibit appointment of the audit firm as statutory auditors for a period of less than five consecutive years. As an abundant caution, the company is now going to place before the shareholders a resolution for appointment of statutory auditors for 2nd term of 5 consecutive years instead of 2nd term of 3 consecutive years (as already approved by the shareholders at the 32nd Annual General Meeting) at the ensuing Annual General Meeting.

28. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial
year 2024-25 for all applicable compliances as per
Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s. DSMR &
Associates, Practicing Company Secretaries, Hyderabad
has been submitted to the Stock Exchanges within the
specified time.

29. Transactions with related parties

Information on transactions with related parties are given
in Annexure-III in Form AOC-2 and the same forms the
part of this report.

30. Fixed Deposits

Your Company has not accepted any fixed deposits and
as such no principal or interest was outstanding as on the
date of the Balance Sheet.

31. Annual Return

In accordance with the requirements of Section 92 (3) of
the Companies Act, 2013 and Rule 12 (1) of the
Companies (Management and Administration) Rules,
2014, a copy of Annual Return in Form MGT-7 is placed
on the website of the Company at
www.krebsbiochem.com.

32. Directors'' Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no 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 a fair and true
view of the state of affairs of the Company at the end of
the financial year;

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

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

v) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and 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.

33. Disclosures relating to Subsidiaries, Associates and
Joint Ventures

The Company does not have any Subsidiary Company,
Associate Company or Joint Ventures Company.

34. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance
Report with Auditors'' Certificate thereon and Management
Discussion and Analysis are attached, which form part of
this report.

35. Code of Conduct

The Board has laid down a code of conduct for Board
members and senior management personnel of the
Company. The Company has also adopted code of
conduct for independent directors incorporating the role
and functions, duties as laid down in the Companies Act,
2013. The said code of conduct is available on the website

of the Company www.krebsbiochem.com. The Board
members and senior management personnel have
affirmed compliance with the said code of conduct. A
declaration signed by the Managing Director in this regard
is given at the end of this report.

36. Prevention of Insider Trading

The Company has adopted a code of conduct for
prevention of insider trading. All directors, senior
management employees and other employees who have
access to the unpublished price sensitive information of
the Company are governed by the Code. During the year
under report, there has been due compliance with the code
of conduct for prevention of insider trading.

The said code is available in the Company''s website
www.krebsbiochem.com.

37. Vigil Mechanism/Whistle Blower Policy

The Company has in place a whistle blower policy and no
personnel have been denied access to the Chairman of
the Audit Committee. The policy also provides for the
safeguarding of whistle blowers. The whistle blower policy
is available on website of the Company
www.krebsbiochem.com.

38. Energy conservation, technology absorption and
foreign exchange earnings outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is annexed herewith as "Annexure-IV" to this report.

39. Safety, Environment and Health

The Company considers safety, environment and health
as the management responsibility. The employees are
provided training programs at regular intervals on
manufacturing facilities on safety and environment.

40. Significant or material orders passed against the
Company

The Company has received closure order dated 7th
February 2025 issued by A. P. Pollution Control Board for
its Manufacturing Facility situated at Vizag on 9th February
2025. Accordingly, the manufacturing operations of this
manufacturing facility is closed since 9th February 2025.
The Management of the Company is taking necessary
steps to get closure order revocated from the Pollution
Control Board at the earliest.

Except above, there were no significant or material orders
passed during the year against the Company by
regulators/ Courts/Tribunals impacting the going concern
status and operations of the Company in future.

41. Disclosure on Corporate Insolvency Resolution
Process initiated under the Insolvency and
Bankruptcy Code (IBC)

During the year under review, there were no IBC
proceedings initiated/ pending against the Company.

42. Disclosures pertaining to the Sexual Harassment of
Women at the workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has complied with the provision relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

There are no complaints registered in this matter during
the year under review.

43. Secretarial Standards

The Company is in due compliance with the applicable
secretarial standards issued by the Institute of the
Company Secretaries of India (ICSI).

44. Acknowledgments

Your Directors take this opportunity to express their sincere
appreciation to the shareholders, customers, bankers,
employees, suppliers and other business associates for
the excellent support and co-operation extended by them.

For and on behalf of the Board
Krebs Biochemicals & Industries Limited

Dr. RT Ravi

Chairman
DIN-00272977

Place : Mumbai
Date : 7th August, 2025

---

Mar 31, 2024

The directors submit the 32nd Annual Report of Krebs Biochemicals & Industries Limited (the ''Company'') along with the audited financial statements for the financial year ended 31st March 2024.

1. Financial Summary (Rs. in Lakhs)
	Particulars	2023-24	2022-23
	Net Sales	5042.15	5213.44
	Other Income	45.13	62.01
	Total Income	5087.28	5275.46
	Expenditure	5914.55	6791.48
	Profit /(Loss) before Interest, Depreciation and Taxes	(827.27)	(1516.02)
	Finance Cost	468.94	297.32
	Depreciation & Amortisation	676.63	655.85
	Profit/(Loss) Before Tax	(1972.84)	(2469.19)
	Net profit/(Loss) after Tax	(1972.84)	(2469.19)
	Other Comprehensive Income	(2.60)	32.28
	Total comprehensive income for the period (comprising Profit/(loss) and other comprehensive income for the year)	(1975.44)	(2436.91)

2. Financial Performance and Operations

During the financial year under review, the Company has reported total income of Rs. 5087.28 lakhs as against total income of Rs. 5275.46 lakhs in the previous financial year. During the year under report, operations of the Company have resulted in a loss of Rs. 1972.84 Lakhs as against loss of Rs. 2469.19 Lakhs of the previous financial year. Detailed Performance of the Company is given in the Management Discussion and Analysis Report forming part of this Annual Report.

3. Change in nature of business

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

4. Dividend

In view of losses incurred during the year, no dividend is proposed to be declared for the financial year 2023-24.

5. Material changes and commitments affecting the financial position of the Company

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statement in this report relate and date of this report.

6. Share Capital

There is no change in the share capital of the Company during the financial year under report.

7. Investor Education and Protection Fund

No amounts and/or shares were transferred or transferable to the Investor Education and Protection Fund during the year under review.

8. Statutory Auditors, Audit Report and Aud ited Accounts

At the 27th Annual General Meeting held on September 25, 2019, the Members approved appointment of M/s. Bhavani & Co, Chartered Accountants (Firm Registration No. 012139S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 27th AGM till the conclusion of the ensuing 32nd Annual General Meeting.

The term of appointment of M/s. Bhavani & Co, Chartered Accountants (Firm Registration No. 012139S) as Statutory Auditors is coming to end at the conclusion of the forthcoming Annual General Meeting. It is now proposed to re-appoint M/s. Bhavani & Co, Chartered Accountants, as the statutory auditors of the Company to carry out the statutory audit activities for a further period of 3 (three) years from the conclusion of 32nd AGM and till the conclusion of 35th AGM of the Company.

The Auditors report read with notes to the accounts refereed to therein are self explanatory.

Explanation or Comments on Qualification, Reservation or Adverse Remark or Disclaimer made by the Auditors:

We draw your attention to note no.	The Company has
2.20.2 to the financial statements,	prepared turnaround
which states that the Company has	strategy and is also in
incurred loss before tax of Rs. 1,972.84	the process of
lakhs for the year ended 31st March	developing new
2024 and Rs. 2,469.19 lakhs for the	products for
year ending 31st March 2023. As of	manufacturing. It is
31st March 2024, the total liabilities	essential for the
exceeded it''s total assets by Rs.	Company to increase
11,921.67 lakhs as compared to Rs.	production level to
9946.23 lakhs as at 31st March 2023.	optimally utilise the
These factors indicate that material	available capacity so
uncertainty exists that may cast doubt	as to make the
on the Company''s ability to continue	Company''s
as going concern. The Company''s	operations financially
management has carried out an	viable. The Company
assessment of the Company''s	is also exploring the
financial performance and has	opportunity to
obtained a confirmation providing	manufacturing
comfort of financial support from the	additional
Major Share holder of the Company	fermentation based
(Ipca Laboratories Limited), if required	products so as to
to meet its obligations. There has been	optimally utilise the
continued improvement in production	Company''s Vizag
during the current year and the	manufacturing unit.
Company has prepared strategic plan
for continuous growth. Pursuant to the
said plan, the Company continues to
focus on various initiatives including
cost optimisation through operational
efficiency, improvement initiatives,
rationalisation of existing operations
and increase in sales volumes from the
existing and new customers. With
continued efforts, the Company
expects to address the material
uncertainty in future.

9. Internal Auditors

The Board of Directors based on the recommendation of Audit Committee have re-appointed M/s. Suryanarayana & Suresh, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2024-25 at their meeting held on 21st May, 2024.

The internal auditors have submitted their reports at quarterly intervals to the Audit Committee and the Board during the financial year ended 31st March, 2024.

10. Directors and Key Managerial Personnel

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and Committees.

The Board of Directors at their Meeting held on 9th August, 2023, appointed Mr. Jitendra Shah (DIN-09377846) as Managing Director/CEO of the Company effective from 10th August, 2023 for term of 3 years and shareholders approved the appointment at Annual General Meeting held on 27th September, 2023.

Mr. P. K. Bhattacharya (DIN- 07131152) resigned from the post of Managing Director of the Company, w.e.f 9th August, 2023 after the closure of business hours. However, he shall continue as Non-Executive Director on the Board of the Company w.e.f 10th August, 2023, liable to retire by rotation.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this report are:

Mr. Jitendra Shah - Managing Director& CEO Mr. Ritesh Jain - Chief Financial Officer

Mr. Rakesh R. Kalbate - Company Secretary & Compliance Officer

Appointment/ Resignation of KMPs

a) Mr. Rohit Taparia, resigned from the post of Company Secretary with effect from 20th October 2023.

b) The Board of Directors appointed Mr. Keyur Doshi as Company Secretary & Compliance Officer of the Company, w.e.f 17th January 2024.

c) Mr. Keyur Doshi resigned from the post of Company Secretary & Compliance Office of the Company w.e.f. 15th April, 2024.

d) The Board of Directors at its meeting held on 21st May, 2024 appointed Mr. Rakesh R. Kalbate as a Company Secretary & Compliance Officer of the Company.

Retirement by Rotation

Dr. R. T. Ravi (DIN: 00272977) and Mr. P K. Bhattacharya (DIN: 07131152) retires by rotation as Directors at the ensuing Annual General Meeting and they have offered themselves for re-appointment.

11. Declaration of Independence

The Company has received the declarations under section 149(6) of the Companies Act, 2013, from the Independent Directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

All the Independent Directors have registered themselves under Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (IICA).

12. Board Meetings

During the financial year 2023-24, Five (5) meetings of the Board were held. Details of the meetings of the Board and attendance of the Directors have been provided in the corporate governance report which forms part of this report.

13. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

14. Quality Initiatives

The Company is committed to meet the customers Quality requirements and satisfaction by maintaining high degree of assurance in Quality, Safety, efficacy of the products manufactured. The Company maintains mutual and beneficial relationship with the Suppliers, Vendors and Customers.

The Company provide continual training to all the employees working in the plants for upgrading their knowledge of CGMP practices. Your Company continuously focus on developing new products with innovative knowledge and robust practices meeting the Regulatory requirements.

The Company is committed to meet the regulatory standards set by global regulators and our Unit-II Vizag site has been accredited and certified by EDQM, Europe. Many customers have audited Unit-I Nellore plant and have approved the plant as qualified Vendor. Company is totally focusing to be as an integrated Company emerging in the Pharma market by improving and implementing best-in class methodologies to meet the customer requirements with zero complaints and by implementing the ALCOA Practices in both the plants.

15. Policy on directors'' appointment and remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• The candidate should posses the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

• The candidate should be free from any disqualifications as provided under sections 164 and 167 of the Companies Act, 2013;

• The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and

• The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

16. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the

meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

17. Remuneration Policy

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, potential and growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key and Senior Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy is placed on the Company''s website at http://www.krebsbiochem.com/documents/54405 dae0fa8dbfdd493d897deab01b3.pdf.

Information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

18. Familiarisation program for Independent Directors

The Company has conducted familiarisation programs for the Independent Directors as required under the provisions of Companies Act, 2013, the same is uploaded on the Company''s website at www.krebsbiochem.com.

19. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

20. Audit Committee

Your Company has a duly constituted Audit Committee and the Board has accepted all the recommendations of Audit Committee during the year under review. The members of the Audit Committee are:

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Dr. Malati Tangirala - Member

d) Mr. Jitendra Shah - Member

The details pertaining to meeting, role and responsibilities of Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

21. Nomination and Remuneration Committee

Your Company has in place a duly constituted Nomination and Remuneration Committee which has following members:

a) Mr. Satish Khivsara - Chairman

b) Mr. G V L Prasad - Member

c) Dr. Malati Tangirala - Member

d) Dr. R T Ravi - Member

Details pertaining to meetings, role and responsibilities of Nomination and Remuneration Committee are provided in the Corporate Governance Report which forms part of this report.

22. Stakeholders Relationship Committee

Your Company has constituted a Stakeholders Relationship Committee as required under the provisions of SEBI Listing Regulations and the Companies Act, 2013. Members of the committee are:

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Mr. Avinash Ravi - Member

d) Dr. R T Ravi - Member

Details pertaining to meetings, role and responsibilities of Stakeholders Relationship Committee are provided in the Corporate Governance Report which forms part of this report.

23. Corporate Governance

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.

24. Loans and Investments

During the year under review, the Company has not given any loans and not made any investments under the provisions of Section 186 of the Companies Act, 2013.

25. Particulars of Employees

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than Rs. 1.02 Crores (Rupees One Crore Two Lakhs) per annum or Rs. 8.5 lakhs (Rupees Eight Lakhs Fifty Thousand) per month, as the case may be, for the financial year ended 31st March 2024.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-I forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

26. Cost Audit

Pursuant to the provisions of section 148 of the Companies Act, 2013, the cost audit of cost records became applicable to the Company for financial year 2023-24. M/s. Bojanapalli & Associates, Cost Accountant (Firm Registration No. 100849) were appointed as Cost Auditors to conduct audit of cost records of the Company for the financial year 2023-24.

The Cost Audit Report for financial year 2023-24 shall be filed on or before due date after approval by the Board of Directors in the Board Meeting.

27. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure- II to the Board''s Report.

Qualifications in Secretarial Audit Report:
Sr. No	Observations in Secretarial Audit Report	Board''s explanation/ comments
1	Non maintenance of 100% promoter shareholding in dematerialized form	1000 shares of Mrs. Hemalata Ravi and 19400 shares of Dr R T Ravi, promoter shareholders are under legal dispute in the court of law and hence the same could not be dematerialized.

28. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. DSMR & Associates, Practicing Company Secretaries, Hyderabad has been submitted to the Stock Exchanges within the specified time.

29. Transactions with related parties

Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

30. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

31. Annual Return

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the website of the Company at www.krebsbiochem.com.

32. Directors'' Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 a fair and true view of the state of affairs of the Company at the end of the financial year;

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

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

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

33. Disclosures relating to Subsidiaries, Associates and Joint Ventures

The Company does not have any Subsidiary Company, Associate Company or Joint Ventures Company.

34. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

35. Code of Conduct

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The Company has also adopted code of conduct for independent directors incorporating the role and functions, duties as laid down in the Companies Act, 2013. The said code of conduct is available on the website of the Company www.krebsbiochem.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director in this regard is given at the end of this report.

36. Prevention of Insider Trading

The Company has adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of

the Company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The said code is available in the Company''s website www.krebsbiochem.com.

37. Vigil Mechanism/Whistle Blower Policy

The Company has in place a whistle blower policy and no personnel have been denied access to the Chairman of the Audit Committee. The policy also provides for the safeguarding of whistle blowers. The whistle blower policy is available on website of the Company www.krebsbiochem.com.

38. Energy conservation, technology absorption and foreign exchange earnings outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is annexed herewith as "Annexure-IV" to this report.

39. Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. The employees are provided training programs at regular intervals on manufacturing facilities on safety and environment.

40. Significant or material orders passed against the Company

During the year under review, there were no significant or material orders passed against the Company by regulators/ Courts/Tribunals impacting the going concern status and operations of the Company in future.

41. Disclosure on Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code (IBC)

During the year under review, there were no IBC proceedings initiated/ pending against the Company.

42. Disclosures pertaining to the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There are no complaints registered in this matter during the year under review.

43. Secretarial Standards

The Company is in due compliance with the applicable secretarial standards issued by the Institute of the Company Secretaries of India (ICSI).

44. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

---

Mar 31, 2023

The directors submit the 31^st annual report of Krebs Biochemicals & Industries Limited (the Company) along with the audited financial statements for the financial year ended 31^st March 2023.

1. Financial Summary

Particulars	2022-23	2021-22
Net Sales	5213.44	5970.31
Other Income	62.01	115.58
Total Income	5275.46	6085.89
Expenditure	6791.48	9369.80
Profit /(Loss) before Interest, Depreciation and Taxes	(1516.02)	(3283.92)
Finance Cost	297.32	539.10
Depreciation & Amortisation	655.85	629.67
Profit/(Loss) Before Tax	(2469.19)	(4452.68)
Net profit/(Loss) after Tax	(2469.19)	(4452.68)
Other Comprehensive Income	32.28	(34.64)
Total comprehensive income for the period (comprising Profit/(loss) and other comprehensive income for the year)	(2436.91)	(4487.32)
Add: Balance brought Forward	(22611.60)	(18124.26)
Add: Transferred from Profit & Loss Account	(2436.91)	(4487.32)
Balance Carried to Balance Sheet	(25048.51)	(22611.60)

2. Financial Performance and Operations

During the financial year under review, the Company has posted total income of Rs. 5275.46 lakhs as against total income of Rs. 6085.89 lakhs in the previous financial year. During the year under report, operations of the Company have resulted in a loss of Rs. 2469.19 lakhs as against loss of Rs. 4452.68 lakhs of the previous financial year. Detailed Performance of the Company is given in the Management and Discussion analysis forming part of this Annual Report.

Operationally, it was one more difficult financial year for the Company. Increasing overhead cost such as coal prices, energy and solvent costs as well as repairs and maintenance cost and effluent treatment cost put pressure on the margins and the operations during the financial year under report.

The Vizag manufacturing facility of your Company has since started manufacturing few drug intermediates having good volumes on job work basis so that the manufacturing operations can be sustained. Manufacturing process of these drug intermediates does not need operation of fermenters hence reduced energy cost for production.These Drug intermediates production have been since validated and stabilised and production volume of these intermediaries shall gradually increase. At the same time, your Company is also in discussion with

potential customers for manufacturing tie up for fermentation based products so as to optimally utilise the Company''s Vizag manufacturing facility. The Nellore manufacturing facility of the Company is currently manufacturing and selling an API having good volume and more or less stabilized its operations and is recovering its costs. Few more products are also currently under various stages of development for manufacturing at this manufacturing facility. Product development, validation and regulatory approval is a lengthy and time consuming process which every manufacturer has to go through as a new product development cycle in the Pharma Industry.

The Company''s current year income is majorly out of the job work charges as against the previous year income which was more from sale of products. Therefore, though quantity produced and dispatched from Company''s manufacturing facilities have increased substantially, the same is not getting reflected in total income.

3. Change in nature of business

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

4. Dividend

On account of losses incurred during the year, no dividend is proposed to be declared for the financial year 2022-23.

5. Material changes and commitments affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statement in this report relate and date of this report.

6. Share Capital

There is no change in the share capital of the Company during the financial year under report.

7. Investor Education and Protection Fund

No amounts and/or shares were transferred to the Investor Education and Protection Fund during the year under review.

8. Statutory Auditors, Audit Report and Audited Accounts

At the twenty-seventh AGM held on September 25, 2019 the Members approved appointment of Bhavani& Co, Chartered Accountants (Firm Registration No. 012139S) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Thirty Second AGM. The requirement to place the matter relating to appointment of auditors for ratification by the Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at this AGM.

Explanation or Comments on Qualification, Reservation or Adverse Remark or Disclaimer made by the Auditors

We draw your attention to note	The Company has prepared
no. 2.20.2 to the financial	turnaround strategy and is also
statements, which states that	in the process of developing
the Company has incurred	new products for
loss before tax of Rs. 693.97	manufacturing. It is essential
lakhs for the quarter ended 31st	for the Company to increase
March 2023 and Rs. 2,469.19	production level to optimally
lakhs for the year ending 31st	utilise the available capacity so
March 2023. As of 31st March	as to make the Company''s
2023, the total liabilities	operations financially viable.
exceeded it''s total assets by	The Company is also exploring
Rs. 9,946.23 lakhs as	the opportunity to
compared to Rs. 7,509.32	manufacturing additiona
lakhs as at 31st March 2022.	fermentation based products
These factors indicate that	so as to optimally utilise the
material uncertainty exists that	Company''s Vizag manu
may cast significant doubt on the Company''s ability to continue as going concern and, therefore, the Company may be unable to realise it''s assets and discharge it''s liabilities in the normal course of business. The Company''s management has carried out an assessment of the Company''s financial	facturing unit.

performance and has obtained
a confirmation providing
comfort of financial support
from the Holding Company, if
required to meet its obligations.
There has been continued
improvement in production
during the current year and the
Company has prepared
strategic plan for continuous
growth. Pursuant to the said
plan, the Company continues
to focus on various initiatives
including cost optimisation
through operational efficiency,
improvement initiatives,
rationalisation of existing
operations and increase in
sales volumes from the
existing and new customers.
With continued efforts, the
Company expects to address
the material uncertainty in
future.

9. Internal Auditors

The Board of Directors based on the recommendation of Audit Committee have re-appointed M/s. Suryanarayana & Suresh, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2023-24 at their meeting held on 24^th May, 2023.

The internal auditors have submitted their reports at quarterly intervals to the Audit Committee and the Board during the financial year ended 31^st March, 2023.

10. Directors and Key Managerial Personnel

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board and Committees.

The Board of Directors at their Meeting held on 9^th August, 2023, appointed Mr. Jitendra Shah (DIN-09377846) as Managing Director/CEO of the Company effective from 10^th August, 2023 for term of 3 years subject to approval by shareholders at ensuing Annual General Meeting.

The Board of Directors also noted the resignation of Mr. Pabitrakumar Kalipada Bhattacharya (DIN- 07131152) as the Managing Director of the Company w.e.f 9^th August, 2023 after the closure of business hours. They further noted that he shall continue as Non-Executive Director on the Board of the Company w.e.f 10^th August, 2023, liable to retire by rotation.

Key Managerial Personnel

The Board of Directors at its meeting held on 3^rd February, 2023, appointed Mr. Ritesh Jain as Chief Financial Officer

(CFO) and Mr. Rohit Taparia as Company Secretary & Compliance Officer.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this report are:

Mr. Pabitrakumar Kalipada Bhattacharya-Managing Director (upto 9^th August, 2023)

Mr. Jitendra Shah - Managing Director (w.e.f 10^th August, 2023)

Mr. Ritesh Jain - Chief Financial Officer Mr. Rohit Taparia- Company Secretary

Ms. Taruni Banda, resigned as Company Secretary with effect from 6^th August, 2022 due to her personal reason and has not indicated any other material reason for her resignation.

Mr. R. Ravi Babu has resigned as Chief Financial Officer with effect from 3^rd February, 2023 due to his personal reasons and has not indicated any other material reason for his resignation.

Retirement by Rotation

Mr. Jitendra Shah (DIN-09377846) and Mr. Avinash Ravi (DIN-01616152) retire by rotation as a Directors at the ensuing Annual General Meeting and have offered themselves for re-appointment.

11. Declaration of Independence

The Company has received the declarations under section149(6) of the Companies Act, 2013, from the Independent Directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

All the Independent Directors have registered themselves under Independent Directors data bank maintained by the Indian Institute of Corporate Affairs (IICA).

12. Board Meetings

During the financial year 2022-23, Four (4) meetings of the Board were held. Details of the meetings of the Board and attendance of the Directors have been provided in the corporate governance report which forms part of this report.

13. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.

14. Quality Initiatives

The Company is committed to meet the customers Quality requirements and satisfaction by maintaining high degree of assurance in Quality, Safety, efficacy of the products manufactured. The Company maintains mutual and beneficial relationship with the Suppliers, Vendors and Customers.

The Company provide continual training to all the employees working in the plants for upgrading their knowledge of cGMP practices. Your Company continuously focus on developing new products with innovative knowledge and robust practices meeting the Regulatory requirements.

The Company is committed to meet the regulatory standards set by global regulators and our Unit-II Vizag site has been accredited and certified by EDQM, Europe. Many customers have audited Unit-I Nellore plant and have approved the plant as qualified Vendor. Company is totally focusing to be as an integrated Company emerging in the Pharma market by improving and implementing best-in class methodologies to meet the customer requirements with zero complaints and by implementing the ALCOA Practices in both the plants.

15. Policy on directors'' appointment and remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board onthe recommendation of the Committee:

• the candidate should posses the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

• the candidate should be free from any disqualifications asprovided under sections 164 and 167 of the Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and

• the candidate should posses appropriate educational qualification, skills, experience and knowledge inone or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.

16. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

17. Remuneration Policy

The objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, potential and growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasising on line expertise and market competitiveness so as to attract the talent. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivatethe directors, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance bench marks. The remuneration to directors, key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy is placed on the Company''s website at (http:// www.krebsbiochem.com/documents/54405dae0f a8dbfdd493d897deab01b3.pdf).

Information about elements of remuneration package of individual directors is provided in the Annual Return as provided under Section 92(3) of the Companies Act, 2013 which is placed on the website of the Company.

18. Familiarisation program for Independent Directors

The Company has conducted familiarisation programs for the Independent Directors as required under the provisions of Companies Act, 2013, the same is uploaded on the Company''s website at www.krebsbiochem.com.

19. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

20. Audit Committee

Your Company has a duly constituted Audit Committee and the Board has accepted all the recommendations of Audit Committee during the year under review. The members of the Audit Committee are:

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Dr. Malati Tangirala - Member

d) Mr. Jitendra Shah -Member (w.e.f. 10^th August,

2023)

The details pertaining to meeting, role and responsibilities of Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

21. Nomination and Remuneration Committee

Your Company has in place a duly constituted Nomination and Remuneration Committee which has following members:

a) Mr. Satish Khivsara - Chairman

b) Mr. G V L Prasad - Member

c) Dr. Malati Tangirala - Member

d) Dr. R T Ravi - Member

Details pertaining to meetings, role and responsibilities of Nomination and Remuneration Committee are provided in the Corporate Governance Report which forms part of this report.

22. Stakeholders Relationship Committee

Your Company has constituted a Stakeholders Relationship Committee as required under the provisions of SEBI Listing Regulations and the Companies Act, 2013. Members of the committee are:

a)	Mr. G V L Prasad	-	Chairman
b)	Mr. Satish Khivsara	-	Member
c)	Mr. Avinash Ravi	-	Member
d)	Dr. R T Ravi	-	Member

Details pertaining to meetings, role and responsibilities of Stakeholders Relationship Committee are provided in the Corporate Governance Report which forms part of this report.

23. Corporate Governance

As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report

24. Loans and Investments

During the year under review, the Company has not given any loans and not made any investments under the provisions of Section 186 of the Companies Act, 2013.

25. Particulars of Employees

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than Rs. 1.02 crores (Rupees One Crore Two Lakhs) per financial year or Rs. 8.5 lakhs (Eight Lakh Fifty Thousand) per month, as the case may be for the year ended 31^st March 2023.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-I forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for

inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

26. Cost Audit

Pursuant to the provisions of section 148 of the Companies Act, 2013, the cost audit of cost records became applicable to the Company from financial year 2022-23. M/s. Bojanapalli & Associates, Cost Accountant (Firm Registration No. 100849) were appointed as Cost Auditors to conduct audit of cost records of the Company for the financial year 2022-23.

The Cost Audit Report for financial year 2022-23 shall be filed on or before due date after approval by the Board of Directors in the Board Meeting.

27. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company has appointed M/s. DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure- II to the Board''s Report.

Qualifications in Secretarial Audit Report:

Sr. No	Observations in Secretarial Audit Report	Board''s explanation/ comments
1	Non maintenance of 100% promoter shareholding in dematerialized form	1000 shares of Mrs. Hemalata Ravi and 19400 shares of Dr R T Ravi are under legal dispute in the court of law and hence the same could not be dematerialized.
2	Non filing of Form MSME I for furnishing half yearly return with the registrar for half year ended September 30, 2022.	The Company inadvertently missed to file Form MSME - I for half year ended September 30, 2022. The Management has assured to take care for such instances not to happen in future.
3	Delay in filing of few Forms with Ministry of Corporate Affairs (MCA)	There was an inadvertent delay in filing of few Forms with the Ministry but the same has been filed before the date of this report.

28. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issue by M/s. DSMR &

Associates, Prop. Mr. DSM Ram, Company Secretary in Whole time Practice, Hyderabad has been submitted to the Stock Exchanges within the specified time.

29. Transactions with related parties

Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

30. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

31. Annual Return

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is placed on the website of the Company at www.krebsbiochem.com.

32. Directors'' Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 a fair and true view of the state of affairs of the Company at the end of the financial year;

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

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

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

33. Disclosures relating to Subsidiaries, Associates and Joint Ventures

The Company does not have any Subsidiary Company, Associate Company or Joint Venture Company.

34. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

35. Code of Conduct

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The Company has also adopted code of conduct for Independent Directors incorporating the role and functions, duties as laid down in the Companies Act, 2013. The said code of conduct is available on the website of the Company as www.krebsbiochem.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given at the end of this report.

36. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The said code is available in the Company''s website www.krebsbiochem.com.

37. Vigil Mechanism/Whistle Blower Policy

The Company has in place, whistle blower policy and no personnel have been denied access to the Chairman of the Audit Committee. The policy also provides for the safeguarding of whistle blowers. The whistle blower policy is available on website of the Company www.krebsbiochem.com.

38. Energy conservation, technology absorption and foreign exchange earnings outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is annexed herewith as Annexure-IV to this report.

39. Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. The employees are

provided training programs at regular intervals on manufacturing facilities on safety and environment.

40. Significant or material orders passed against the Company

During the year under review, there were no significant or material orders passed against the Company by regulators/ Courts/Tribunals impacting the going concern status and operations of the Company in future.

41. Disclosure on Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code (IBC)

During the year under review, there were no IBC proceedings initiated against the Company.

42. Disclosures pertaining to the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There are no complaints registered in this matter during the year under review.

43. Secretarial Standards

The Company is in due compliance with the applicable secretarial standards issued by the Institute of the Company Secretaries of India (ICSI).

44. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

For and on behalf of the Board Krebs Biochemicals & Industries Limited

Sd/-Dr. R T Ravi Chairman (DIN- 00272977)

Place : Mumbai Date : 9^th August, 2023

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Mar 31, 2018

To,

The Members,

The directors submit annual report of Krebs Biochemicals & Industries Limited (the Company) along with the audited financial statements for the financial year ended 31st March 2018.

1. Financial Summary (Rs. in lakhs)

Particulars	2017-18	2016-17
Net Sales	2538.24	197.02
Other Income	860.28	163.52
Total Income	3398.52	360.54
Expenditure	4128.09	1153.02
P(L)BDIT	(729.57)	(792.48)
Loss on sale of Assets	Nil	Nil
PBDIT (After Extra Ordinary Items)	(729.57)	(792.47)
Finance Charges	516.52	348.85
Depreciation	414.97	423.37
Profit/(Loss) Before Tax	(1661.06)	(1564.70)
Exceptional Items	(121.43)	(40.24)
Deferred Tax Asset	Nil	Nil
Taxes of earlier years	Nil	Nil
Net profit/(Loss) after Tax	(1782.49)	(1604.94)
Other Comprehensive Income	(143.12)	451.26
Total comprehensive income for the period	(1925.61)	(1153.68)
(comprising Profit/(loss) and other comprehensive income for the year)
Add: balance brought Forward	(7127.49)	(5973.81)
Less: Depreciation	Nil	Nil
Add: Transferred from Profit & Loss Account	(1925.61)	(1153.68)
Balance Carried to Balance Sheet	(9053.10)	(7127.49)

2. Financial Performance

During the year under review, the Company has posted net sales of Rs. 2538.24 lakhs and Rs. 860.28 lakhs as other income. For the FY 2017-18 the company has incurred a loss of Rs. 1925.61 lakhs as against loss of Rs. 1153.68 lakhs of the previous year ended 31st March 2017.

3. Change in nature of business

During the year under review, there is no change in the nature of business of the company.

4. Dividend

On account of losses during the year, no dividend is proposed to be declared for the financial year 2017-18.

5. Operations

During the FY 2017-18, three products were commercialized and were released into the market. Some of the products are in development stage and will start commercial production within few months down the line.

Some modernization works were also undertaken to meet the latest pollution control norms and safety regulations. All relevant licenses were renewed. All the pending statutory requirements were addressed.

6. Material changes and commitments affecting the financial position of the company. During the year under review, there were no material changes occurred and commitments made, that affect the financial position of the company.

7. Rights Issue :

At the 145th Meeting held on 30th July 2018, the Board of Directors has approved the proposal of raising of funds by way of offer and issue of equity shares to the members of the Company on rights basis (Rights Issue) for an amount of upto Rs. 25 crores, subject to necessary approvals/consents under the provisions of SEBI (ICDR) Regulations, 2009, SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

8. Issue of Equity Shares

During the year under review, the company has not issued any shares.

9. Statutory Auditors

At the 21st Annual General Meeting held on 31st December 2014, the members of the Company approved the appointment of M/s Pavuluri & Co., Chartered Accountants (Firm Registration No. 012194S) Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting.

In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Since then, provision to sub-section (1) of Section 139 of the Companies Act, 2013, which provided for ratification every year has been deleted. However, since the resolution passed on 31st December 2014 contains such requirement, it has been decided, as a measure of abundant caution, to have ratification of appointment Statutory Auditors, done by the members for the entire unexpired period.

The Statutory Auditors have confirmed their compliance with the provisions of the Companies Act, 2013.

10. Internal Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s Suryanarayana& Suresh, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2018-19 at their meeting held on 30th July 2018. The internal auditors submit their reports at quarterly intervals to the Audit Committee and the Board.

11. Directors and Key Managerial Personnel

During the year there is no change in the Board of Directors of the company.

During the year, the non-executive directors of the company had no pecuniary relationship or transactions with the company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year under review, Mr. Manish Jain has retired by rotation and being eligible for re-appointment, at the 25th Annual General Meeting held on 26th September 2017, he had been re-appointed as Director.

Mr. E J Babu retires by rotation as Director and he offers himself for re-appointment at the ensuing 26th Annual General Meeting to be held on 10th September 2018.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial

Personnel of the Company are-

Mr. Avinash Ravi, Managing Director,

*Mr. C V R S N Kumar - Chief Financial Officer and Ms. Haritha Varanasi - Company Secretary

*Mr. C V R S N Kumar has ceased as the CFO of the Company due to attaining of age of superannuation as per the company rules and the Board at their meeting held on 25th May 2018 has approved the same.

The Board is in the process of selecting a suitable person as CFO for the Company.

12. Declaration of Independence

The Company has received the declarations under Section 149 (6) of the Companies Act, 2013, from the independent directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as independent directors during the year.

13. Board Meetings

During the financial year 2017-18, Four (4) meetings of the Board were held. Details of the meetings of the board are provided in the corporate governance report which forms part of this report.

14. Corporate Social Responsibility

The Company regards the wider community in which it operates to be an important stakeholder and actively contributes towards its welfare. According to the provisions of Section 135 of the Companies Act, 2013 the company doesn’t fall under the categories of the companies to which the Corporate Social Responsibility is applicable. However, the company feels that making a positive contribution to the local community is the right thing to do and to this end, during the year, has contributed towards welfare of the poor, old aged and differently abled persons.

15. Quality Initiatives

The Company is committed to meet the highest levels of quality to meet the customer satisfaction and robust practices are being implemented and continuous training is being provided to all the employees to achieve the targets set by the company.

The Company is committed to meet the standards set by USFDA, WHO-GMP & EDQM. Our Unit-II site was approved by EDQM in May 2017. Also several customer audits were completed and were approved at Unit-I, Nellore and at Unit-II, Vizag..

The Company is totally focused on improving and implementing best-in class methodologies to meet the customer satisfaction levels with zero complaints.

16. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) has been disclosed in the Corporate Governance Report, which forms part of this report.

17. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

18. Familiarisation program for independent Directors

The Company has conducted familiarisation programs for the independent directors as required under the provisions of Companies Act, 2013.

19. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

20. Secretarial Standards

The company is in due compliance with the applicable secretarial standards.

21. Audit Committee

The Company has a duly constituted Audit Committee and the Board has accepted all the recommendations of Audit Committee during the year under review. The members of the Audit Committee are:

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Dr. Malati Tangirala - Member

The details pertaining to meeting, role and responsibilities of Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

22. Nomination and Remuneration Committee

The Company has in place a duly constituted Nomination and Remuneration Committee which has

a) Mr. Satish Khivsara as Chairman

b) Mr. G V L Prasad

c) Dr. Malati Tangirala

d) Dr R T Ravi as Members

Details pertaining to meetings, role and responsibilities of Nomination and Remuneration Committee are provided in the corporate Governance Report which forms part of this report.

23. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee as required under the provisions of SEBI Listing Regulations and the Companies Act, 2013. Members of the committee are

a) Mr. G V L Prasad - Chairman

b) Mr. Satish Khivsara - Member

c) Mr. Avinash Ravi - Member

d) Dr R T Ravi - Member

Details pertaining to meetings, role and responsibilities of Stakeholders Relationship Committee are provided in the corporate Governance Report which forms part of this report.

24. Loans and Investments

During the year under review, the company has not given any loans and not made any investments under the provisions of Section 186 of the Companies Act, 2013.

25. Particulars of Employees.

Pursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than Rs. 1.04 crores (Rupees One Crore Four Lakhs) per financial year or Rs. 8.5 lakhs (Eight Lakh Fifty Thousand) per month, as the case may be for the year ended 31st March 2018.

Details of the remuneration drawn by the Key Managerial Personnel is provided in Annexure I to the Board’s Report.

26. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company . The Secretarial Audit Report is annexed herewith as Annexure- II to the Board’s Report.

Qualifications in Secretarial Audit Report:

27. Transactions with related parties

None of the transactions with related parties are material in nature as per the Related Party Transactions policy adopted by the Company. Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

28. Fixed Deposits

The Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

29. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure - IV in the prescribed Form MGT-9 which forms part of the report.

30. Directors’ Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 a fair and true view of the state of affairs of the Company at the end of the financial year;

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

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

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

31. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

32. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The said code is available in the company’s website www.krebsbiochem.com.

33. Vigil Mechanism/Whistle Blower Policy

The Company has in place, whistle blower policy and no personnel have been denied access to the Chairman of the Audit Committee. The policy also provides for the safeguarding of whistle blowers. The whistle blower policy is available on website of the company www.krebsbiochem.com.

34. Energy conservation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-V” to this report.

35. Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. The employees are provided training programs at regular intervals on manufacturing facilities on safety and environment.

36. Significant or material orders passed against the company.

Several creditors have filed winding up petitions with the High Court of Andhra Pradesh and Telangana. However, they don’t have a significant impact on the on-going activities and operations of the company.

During the year under review, there were no significant or material orders passed against the company by regulators/ Courts/Tribunals impacting the going concern status and operations of the company in future.

37. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board of

Krebs Biochemicals& Industries Limited

Sd/- Sd/-

Avinash Ravi Dr. R T Ravi

Managing Director Chairman & Director

(DIN-01616152) (DIN- 00272977)

Place: Hyderabad

Date: 30.07.2018

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Mar 31, 2016

To,

The Members,

The directors submit annual report of Krebs Biochemicals & Industries Limited (the Company) along with the audited financial statements for the financial year ended 31st March 2016.

1. Financial Results ,

(Rs. in lakhs)

Particulars	2015-16	2014-15 (01.10.2014 to 31.03.2015)
Net Sales	15.85	Nil
Other Income	204.82	1.12
Total Income	220.67	1.12
Expenditure	1357.96	490.25
P(L)BDIT	(1137.29)	(489.13)
Loss on sale of Assets	Nil	Nil
PBDIT(After Extra Ordinary Items)	(1137.29)	(489.13)
Finance Charges	73.88	402.85
Depreciation	448.62	187.13
Profit/(Loss) Before Tax	(1659.79)	(1079.11)
Exceptional Items	27.75	295.10
Deferred Tax Asset	Nil	Nil
Taxes of earlier years	Nil	Nil
Net profit/(Loss) after Tax	(1632.04)	(784.01)
Prior Period Adjustments	Nil	Nil
Profit/(Loss) after prior period adjustments	(1632.04)	(784.01)
Add: balance brought Forward	(5447.47)	(4630.79)
Less: Depreciation	Nil	(32.66)
Add: Transferred from Profit & Loss Account	(1632.04)	(784.01)
Balance Carried to Balance Sheet	(7079.52)	(5447.47)

2. Directors’ Comments on Audit Qualification

S. No	Basis of Qualified opinion	Directors’ Comments
1.	Reference is invited to Note No. 14 of the financial statements. The Company''s Non-Current Assets consist of Long Term Trade Receivables of Rs.2,173.82 lakhs and Other Loans and advances of Rs 177.50 lakhs. We are unable to ascertain whether such balances as at balance sheet date are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these receivables are subsequently determined to be doubtful of recovery. Had the Company made a provision for the same, the loss of the period would have been higher by the said amount.	The dues are long pending. The Company has initiated proceedings to recover the said dues and the same are pending. However, the management is also considering the provisioning of the debtors as and when it is deemed necessary.

3. Financial Performance

During the year under review, the Company has posted net sales of Rs. 15.85 lakhs and Rs. 204.82 lakhs as other income. For the FY 2015-16 the company has incurred a loss of Rs. 1632.04 lakhs as against Rs. 784.01 lakhs of the previous accounting year for 6 months ended 31st March 2015.

4. Dividend

On account of losses during the year, no dividend is proposed to be declared for the financial year 2015-16.

5. Operations

During the year complete repairs and maintenance of both plants were undertaken to make plants ready for operations after the long shutdown. Some modernization works were also undertaken to meet the latest pollution control norms and safety regulations. All relevant licenses were renewed. All the pending statutory requirements were addressed. Products range for both plants was established and this will be continuously revived to reflect market conditions. Scale up operations including technology sourcing/development, pilot plant trials and validation trails for the identified products have begun and will reach market commercialization in due course.

6. Issue of Equity Shares

During the year under review, the company has allotted 23,00,000 equity shares to M/s Ipca Laboratories Limited, 600,000 equity shares to M/s Pinky Ventures Private Limited at the Board Meeting held on 9th May 2015. Further, the company has allotted 650,000 equity shares and 680,000 warrants each of which is convertible into equity shares to Mrs. Hemalata Ravi at the board meeting held on 3rd October 2015. As a result of this, the issued, subscribed and paid-up capital of the company has increased from 9.51 crores to 13.06 crores in the financial year 2015-16.

7. Ipca Laboratories Limited

During the year, Ipca Laboratories Limited has given open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to the shareholders of the company at Rs. 54/- per share and acquired 100 shares.

Your company has allotted 23,00,000 equity shares on preferential basis to Ipca Laboratories Limited at the board meeting held on 9th May 2015.

As on 31st March 2016, Ipca Laboratories Limited holds 41,00,100 equity shares which is 31.38% in your company. As a result, your company is an Associate Company of Ipca Laboratories Limited.

8. Events subsequent to the financial results

a) Allotment of Shares pursuant to conversion of warrants:

Your company has allotted 680,000 warrants each of which is convertible into equity shares of Rs. 10/- each at the board meeting held on 3rd October 2015 and at the board meeting held on 28th May 2016 the warrants were converted into 680,000 shares of Rs. 10/- each. As a result, the issued, subscribed and paid-up capital of the company as on date is Rs. 13,74,42,860 comprising of 1,37,44,286 shares of Rs. 10/- each.

b) Shifting of Registered Office from the State of Telangana to the State of Andhra Pradesh. The Board of Directors at their meeting held on 3rd October 2015 approved relocating the registered office and the notice of postal ballot for obtaining the approval of members of the Company for the proposed relocation. The results were submitted by Mrs. Jhansi Laxmi, Scrutinizer for the postal ballot process, on 9th November 2015 and the resolution was declared as passed at the meeting by the Chairman of the Board.

The Company has filed petition with the Central Government, for the proposed relocation of the registered office on 9th December 2015 and the Central Government, represented by the Regional Director (South East Region) on its Order dated 14th July 2016, has allowed the relocation of the registered office of the company from Hyderabad, State of Telangana to Vishakapatnam, State of Andhra Pradesh. The Corporate Office of the Company shall continue to be situated at Hyderabad.

9. Statutory Auditors

The members at their 21st Annual General Meeting held on 31st December 2014, approved the appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking members'' ratification on appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company for the financial year 2016-17 is included at Item No.3 of the notice convening the Annual General Meeting.

10. Internal Auditors:

The Board of Directors based on the recommendation of Audit Committee has re-appointed M/s Palesetti & Co, Chartered Accountants, Eluru, Andhra Pradesh, as Internal Auditors of the Company for the Financial Year 2016-17 at their meeting held on 28th May 2016.

11. Directors and Key Managerial Personnel

The Board of Directors at their meeting held on 12th February 2016 has inducted Mr. Manish Jain (DIN- 01856146) and Mr. E J Babu (DIN- 06759124) as Nominee Directors, nominated by Ipca Laboratories Limited and Mr. R K P Verma (DIN- 02166789) as Additional Independent Director w.e.f. 12th February 2016.

The approval of the members is sought for the appointment of aforesaid directors as resolution nos. 4, 5 & 6 in the notice convening the meeting.

A brief profile of the directors seeking appointment is annexed to the explanatory statement to the notice of the meeting.

During the year, the non-executive directors of the company had no pecuniary relationship or transactions with the company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

The Company has also received the declarations under Section 149 (6) of the Companies Act, 2013, from the independent directors that each of them meets the criteria of independence and there has been no change in the circumstances which may affect their status as independent directors during the year.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial

Personnel of the Company are-

Mr. Avinash Ravi, Managing Director,

Mr. C V R S N Kumar - Chief Financial Officer and

Ms. Haritha Varanasi - Company Secretary, who were appointed at the Board Meeting held on 13th August 2015 and at the 23rd Annual General Meeting held on 29th September 2015, the members of the Company have approved the appointment of Mr. Avinash Ravi as Managing Director of the Company for a period of 3 (three) years from 13th August 2015.

12. Board Meetings

During the financial year 2015-16, six meetings of the Board were held. For details of the meetings of the board, please refer to the corporate governance report which forms part of this report.

13. Suspension of trading in National Stock Exchange

The trading of shares of the company is currently under suspension in National Stock Exchange of India Limited (NSE). The Company has filed fresh application for revocation of suspension of trading of shares in NSE on September, 2015. The Company has complied with the requirements as per the listing agreement and listing regulations and will continue to be compliant. As on date no queries of NSE are left unanswered and the company is waiting for a conclusive decision from the Exchange.

14. Corporate Social Responsibility

Your Company regards the wider community in which it operates to be an important stakeholder and actively contributes towards its welfare. According to the provisions of Section 135 of the Companies Act, 2013 the company doesn’t fall under the categories of the companies to which the Corporate Social Responsibility is applicable. However, your company feels that making a positive contribution to the local community is the right thing to do and to this end, during the year, has contributed towards one education programme by supporting the education of children who are residing near the Vizag plant premises and one environmental programme by contributing towards the distribution of Solar LED lanterns in rural areas.

15. Quality Initiatives

Your company is committed to the highest levels of quality, robust practices and mature business continuity processes that help in achieving the targets as set by the Company. Your Company is committed to meeting the standards set by the USFDA, WHO-GMP and EDQM certifications. The Company is focusing on continuous improvements on internal operations leveraging best-in class methodologies.

16. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) has been disclosed in the Corporate Governance Report, which forms part of this report.

17. Board Evaluation

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of financial statements, business performance.

The evaluation of Board of Directors is performed by the Board after seeking all the inputs from the Directors and the Board Committees by seeking inputs from the Committee members.

The performance evaluation of the individual directors is done by the Nomination and Remuneration Committee.

The performance evaluation of non-independent directors, the Board as a whole and the Chairman is done by a separate meeting of Independent directors after taking inputs from the Executive directors.

18. Internal Financial Control Systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report which forms part of this report.

19. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

20. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company . The Secretarial Audit Report is annexed herewith as Annexure- II to the Board''s Report. There are few qualifications in the Secretarial Audit Report.

a) 100% of promoters holding in demat form: As the holding of Dr R T Ravi of 19400 shares and Mrs. Hemalata Ravi of 1000 shares are under legal dispute, the said shares are in physical form and the same are not dematerialized.

b) Listing and Trading Approvals: The Company is yet to obtain listing and trading approvals for the shares allotted on 9th May 2015 & 3rd October 2015 from NSE, since the trading of the Company’s shares is suspended in NSE.

c) Share Application Money: The Company has received share application money from Mrs. Hemalata Ravi for the allotment of 650,000 equity shares and 680,000 convertible warrants. However, due to delay in obtaining the in-principle approval from BSE for the said allotment, the said allotment was made beyond the prescribed period of 60 days, on 3rd October 2015.

d) The Company has appointed Company Secretary, CFO and Internal Auditors during the financial year, on 13th August2015.

21. Transactions with related parties

None of the transactions with related parties are material in nature as per the Related Party Transactions policy adopted by the Company. Information on transactions with related parties are given in Annexure-III in Form AOC-2 and the same forms the part of this report.

22. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

23. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure

- IV in the prescribed Form MGT-9 which forms part of the report.

24. Directors’ Responsibility Statement

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 a fair and true view of the state of affairs of the Company at the end of the financial year;

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

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

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

25. Disclosure Requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

26. Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All directors, senior management employees and other employees who have access to the unpublished price sensitive information of the company are governed by the Code. During the year under report, there has been due compliance with the code of conduct for prevention of insider trading.

The Board at its meeting held on 23rd May 2015 has adopted the revised code of conduct for prevention of insider trading, pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The said code is available in the company’s website krebsbiochem.com.

27. Energy conservation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-V" to this report.

28. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, employees, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board of

Krebs Biochemicals & Industries Limited

Sd/- Sd/-

Avinash Ravi Dr. R T Ravi

Managing Director Chairman & Director

(DIN-01616152) (DIN- 00272977)

Place : Hyderabad

Date : 12.08.2016_

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Mar 31, 2015

The Directors submit their report for the six months ended 31st March, 2015.

1. Financial Performance:

The key financial summary of your company for the six months period from 1st October, 2014 to 31st March, 2015 is as under:

(Rs. in lakhs)

Particulars 2014-15 2013-14

(01.10.2014 to 31.03.2015 (01.07.2015 to 30.09.2014)

Net Sales Nil Nil

Other Income 1.12 2.13

Total Income 1.12 2.13

Expenditure 490.25 400.47

PBDIT (489.13) (398.34)

Loss on sale of Assets Nil 3.41

PBDIT(After Extra Ordinary Items) (489.13) (401.75)

Finance Charges 402.85 8.41

Depreciation 187.13 Nil

Profit/(Loss) Before Tax (1079.11) (410.16)

Exceptional Items 295.10 15.55

Deferred Tax Asset Nil (39.99)

Taxes of earlier years Nil Nil

Net profit/(Loss) after Tax (784.01) (434.60)

Prior Period Adjustments Nil Nil

Profit/(Loss) after prior period adjustments (784.01) (434.60)

Add: balance brought Forward (4630.79) (4196.19)

Less: Depreciation (32.66) Nil

Add: Transferred from Profit & Loss Account (784.01) (434.60)

Balance Carried to Balance Sheet (5447.46) (4630.79)

2. Directors' Comments on Auditor's Report:

S. No Basis for Qualified Opinion Explanation by the Board

1. Reference is invited to Note 15 of the Financial statements; the The dues are long pending. The Company's Non Current Assets consist of Long term Trade Company has initiated the Receivables of Rs. 2169.80 lacs. We are unable to ascertain appropriate proceedings to whether such balances as at balance sheet date are fully recover the said dues and the recoverable. Accordingly, we are unable to ascertain the impact, same are pending. However, the if any, that may arise in case any of these receivables are management is also considering subsequently determined to be doubtful for recovery. Had the the provisioning of the debtors Company provided provision for the same, the loss for the period as and when it is deemed would have been higher by Rs. 2169.80 lacs necessary.

3. Financial Year of the Company

In order to align with the provisions of the Companies Act, 2013, the Financial year of the Company has been changed as 1st April to 31st March. The Company has declared the Financial results for the 15 months period from 1st July 2013 to 30th September, 2014. Hence, the financials for the FY 2014-15 are declared for 6 months period from 1st October, 2014 to 31st March, 2015.

4. Dividend:

On account of losses during the period, no dividend is proposed to be declared for the financial period 1st October, 2014 to 31st March, 2015.

5. Changes in the Share Capital.

During the period under review, the Authorized share Capital of the Company has been increased from Rs. 10 Crores to Rs. 20 Crores.

6. Events subsequent to the financial results

Your company has allotted 23 lakh equity shares to M/s Ipca Laboratories Limited and 6 lakh equity shares to M/s Pinky Ventures Private Limited on preferential basis subsequent to the date of the financial results. As a result the paid up share capital of the Company is Rs. 12,41,42,860/- comprising of 1,24,14,286 equity shares.

7. Ipca Laboratories Limited

During the period under review, Ipca Laboratories Limited has acquired joint management stake in the Company and also made a public announcement of open offer to the public shareholders of the Company under SEBI(Substantial Acquisition of Shares and Takeover) Regulations, 2011.

8. Statutory Auditors

The shareholders in their meeting held on 31st December, 2014 approved the appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking members' ratification on appointment of M/s Pavuluri & Co., Chartered Accountants, Hyderabad as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.3 of the notice convening the Annual General Meeting.

9. Internal Auditors

The Board of Directors based on the recommendation of Audit Committee has appointed M/s Palesetti & Co, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for the Financial Year 2015-16.

10. Appointment of Key Managerial Personnel

The Board of Directors at their meeting held on 13th August, 2015 has appointed Mr. Avinash Ravi as Managing Director of the Company w.e.f. 13th August, 2015 for a period of three (3) years up to 12th August, 2018. A resolution seeking the consent of the members for the appointment and remuneration of Mr. Avinash Ravi as Managing Director is included in Item No.5 to the notice convening the Annual General Meeting.

The Board of Directors at their meeting held on 13th August, 2015 also appointed Ms. Haritha Varanasi (ICSI Membership No. A34293) as the Company Secretary of the Company and Mr. CVRSN Kumar as the Chief Financial Officer of the Company w.e.f 13th August, 2015.

11. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DSMR and Associates, Practicing Company Secretaries, as Secretarial Auditors to undertake the secretarial audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-I to the Board's Report. There are qualifications during the period ended 31st March, 2015.

Since the Company was non operational during the period, the Company was not in a position to appoint the CS, CFO and Internal Auditors and the non-executive directors in the Board.

However, subsequently the Company has appointed them at the Board Meeting held on 13th August, 2015 and is in compliance with the constitution of Board with required Executive, Non-Executive and Independent Directors.

12. Corporate Social Responsibility:

Your Company doesn't fall under the category of companies to which the Corporate Social Responsibility is applicable.

13. Risk Management :

During the period under review, your Company doesn't fall under the category of companies to which the Risk Management Committee is mandatory as per clause 49 of the Listing Agreement.

14. Directors:

The Board of Directors has appointed Mr. Satish Khivsara, as an Additional Director of the Company at their meeting held on 13th August, 2015, who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of the Nomination & Remuneration Committee considered the appointment of Mr. Satish Khivsara as an Independent Director subject to approval of the shareholders. Accordingly, a resolution seeking approval of the members for his appointment as an Independent Director for a period of 5 years is included in Item No. 4 of the Notice convening the Annual General Meeting.

During the period under review, the Board of Directors has appointed Mrs. Tangirala Malati as an Independent Director on 13th February, 2015. The members have approved the appointment of Mrs. Tangirala Malati at the Extra-Ordinary General Meeting held on 11th March, 2015.

During the period under review, Mr. R. Ch. Satyanarayana has resigned from the office of the Director w.e.f. 13th December, 2014.

Mr. Avinash Ravi is being appointed as the Managing Director of the Company. The Board of Directors at their meeting held on 13th August, 2015 has approved the appointment of Mr. Avinash Ravi as approved and recommended by the Nomination and Remuneration Committee. The approval of the members is sought for the said appointment of Mr. Avinash Ravi as Managing Director of the Company as Resolution Item No. 5 in the Notice to the 23rd Annual General Meeting.

Every Independent Director, at the first meeting of the Board of Directors in which he participates as a Director and thereafter at the First Meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

A brief profile of the Directors of the Company is annexed herewith as Annexure- II to this report.

15. Board Meetings and Committees thereof:

The Board of Directors duly met Four (4) times on 28.11.2014, 13.12.2014, 13.02.2015 and 31.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The details of the Committees and their constitution and meetings held is provided in the Corporate Governance Report.

16. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance Sheet.

17. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their Knowledge and belief and according to the information and explanation obtained, your Directors confirm:

i. That in the preparation of the financial statements for the period under review, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 true and fair view of the Company at the end of the period ended 31st March, 2015 and of the profit and/or loss of the Company for the period.

iii. That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The accounts are prepared on a going concern basis. The properties and assets of the Company are adequately covered by insurance policies.

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

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

18. Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any in the Company. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company www.krebsbiochem.com.

19. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The Code sets the duties of Independent Directors as prescribed under the Companies Act, 2013. The Board of Directors and senior management personnel of the company adhere to the code of conduct . A declaration pertaining to the compliance of code of conduct signed by the Managing Director forms part of the Corporate Governance Report.

20. Prevention of Insider Trading.

The Company has adopted code of conduct for prevention of Insider Trading and code of fair disclosure of unpublished price sensitive information as per the SEBI(Prohibition of Insider Trading) Regulations, 2015. All the Directors, Senior Management employees and other employees who are having access to the unpublished price sensitive information are governed by the code of conduct.

21. Related Party Transactions:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

As a part of the Related Party Transactions Policy, all related party transactions will be placed before the Audit Committee and also the Board for approval. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company www.krebsbiochem.com.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as Annexure-III to this report.

22. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-IV to this report.

23. Management Discussion & Analysis:

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as "Annexure V" to this report.

24. Particulars of Employees:

As required under the provisions of Section 197 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company is drawing salary of more than 60 lakhs per financial year or 5 lakhs per month, as the case may be for the period ended 31st March, 2015.

25. Corporate Governance:

The Company has been making every endeavor to bring more transparency in the conduct of the business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the period 2014-15 and a Certificate from the Auditors of the Company are furnished and forms part of this report.

26. Human Resources:

Your Company takes utmost care to attract and retain efficient employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees and the management is the driving force behind the Company's vision. The employees have resumed their duties after the lay off and strike. The company has paid bonuses for the employees who have joined back their duties. Your Company appreciates the spirit of its dedicated employees.

27. Energy Conversation, technology absorption and foreign exchange earnings outgo.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-VI" to this report.

28. Acknowledgments:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the on-going co-operation and support provided by the Central and State Governments, Stock Exchanges and SEBI and other Regulatory Bodies.

For and on behalf of the Board

Krebs Biochemicals & Industries Limited

Sd/-

Avinash Ravi

Managing Director (DIN-01616152)

Place : Hyderabad Date : 13.08.2015

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Sep 30, 2014

Dear Members,

The Directors have pleasure in presenting the 22ndAnnual Report together with the Audited Accounts of your company for the period July 1,2013 to September 30, 2014.

Financial Results Rs. in lacs

Particulars 01.07.13 - 01.04.12 30.09.14 -30.06.13 Net Sales NIL 1,144.90

Other Income 2.13 614.17

Total Income 2.13 1,759.07

Expenditure 400.47 2,462.80

PBDIT (398.34) (703.73)

Loss on Sale of Assets 3.41 NIL

PBDIT (after Extra (401.75) (703.73) Ordinary Items)

Finance Charges 8.41 62.92

Depreciation NIL 827.64

Profit / (Loss) before (410.16) (1,594.29) Tax

Exceptional Items 15.55 -

Deferred Tax Asset (39.99) 74.02

Taxes of earlier years NIL NIL

Net Profit / (Loss) after (434.60) (1,520.27) Tax

Prior period adjustments NIL NIL

Profit after prior period (434.60) (1,520.27) adjustments

Add : Balance brought forward (4,196.19) (2,675.91)

Less : Transferred to General NIL NIL Reserve Balance Carried to balance sheet (4,630.79) (4,196.18)

Overall Performance:

The total income of the company during the fifteen months period from July 1, 2013 to September 30, 2014 is Rs.2.13 lacs with no sales income compared to the previous accounting period year amounting to Rs. 1,759.07 lacs. There is a net loss of Rs.434.60 lacs for the current accounting period July 1, 2013 to September 30, 2014 as against a net loss of Rs.1,520.27 lacs for the accounting period 2012-13. The steep drop in income is attributed to the continuing closure of both the plants on account of lock out in Unit I and lay off in Unit II.

The company is undertaking a financial restructuring to revive the operations. The secured Debt of IDBI and Exim Bank were taken over by Edelweiss Asset Reconstruction Company and entered in to a Settlement agreement for the debt of Exim Bank and negotiating for settlement agreement for the debt of IDBI Bank. The secured debt of Syndicate Bank, Andhra Bank and J & K Bank have been assigned to Pinky Ventrures Pvt. Ltd. Pinky Ventures Pvt. Ltd are negotiating for assignment of debt of United Bank of India in their favour.

Dividend :

No Dividend is proposed to be declared for the financial period July 1, 2013 to September 30, 2014. Taxation :

No Income Tax is applicable for the financial period under review. Deferred Tax Liability of Rs.39.99 lacs are adjusted in the current Financial period.

Equity Capital :

The equity capital remains unchanged during the period July 1, 2013 to September 30, 2014.

Board of Directors :

Mr. Avinash Ravi, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Sri China Satyanarayna Ravi was appointed as an Additional Director of the Company with effect from 13th August, 2014. The Company has received notice from a member proposing to appoint Sri China Satyanarayana Ravi as Director of the Company.

Sri G. V. L. Prasad was appointed as an Independent Director under the erstwhile Companies Act, 1956 as Director of the Company liable to retire by rotation. Consequent to enactment of Companies Act, 2013 (effective from 1st April, 2014) and subsequent circulars and notifications issued by the Ministry of Corporate Affairs the aforesaid Director is being appointed as Director not liable to retire by rotation and to hold office for a period of 5 years upto 31st December, 2019.

The Board of Directors in their meeting held on 28.11.2014 decided to re appoint Mr. Avinash Ravi as the Whole Time Director of the Company with effect from 1st February, 2015 on the terms and conditions mentioned in the resolution set out in the Notice.

Further it is informed to the Members that Mr. P.Nagaraju, IDBI nominated Director, Ms. Dayachandrahas, EXIM Bank nominated Director and Mr. K.Rajendra Prasad, APIDC nominated Director have resigned from the Board. Accordingly, your Board of Directors extend their sincere regards for the contribution of Mr. P.Nagaraju, Ms. Dayachandrahas and Mr. K.Rajendra Prasad during their tenure as Nominee Directors and wished them the best in their future endeavour.

Directors Responsibility Statement :

Your Directors confirm in terms of Sec 217(2AA) of the Companies Act, 1956 on the basis of the documents and information available to them that:

a) There has been no material departure from accepted accounting standards in the preparation of financial statements presented to you.

b) The Directors have chosen only accepted accounting policies and have applied them consistently. The judgements and estimates made by them are prudent and reasonable to give a true and fair view of the state of affairs of the company as on 30th September, 2014 and of the results of operations for the financial year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the requirements of the Companies Act, 1956 and to safeguard the assets of the company and to prevent and detect any irregularities and frauds.

d) The accounts presented are prepared on a going concern basis. The properties and assets of your company are adequately covered by insurance policies.

Auditors :

M/s. Pavuluri & Co., the Statutory Auditors of the company hold office until the conclusion of the 22nd Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for the appointment and intimated their consent and willingness for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act'' 2013 and the Rules framed there under. It is proposed to appoint M/ s. Pavuluri & Co., as Statutory Auditors of the company from the conclusion of the 22nd Annual General Meeting till the Conclusion of 27th Annual General Meeting to be held in the year 2019, Subject to ratification of the Statutory Auditor''s appointment at the subsequent Annual General Meetings.

Directors Comments on Auditors Report :

Sl. Basis for Qualified Opinion Explanation by the Board

No.

1. Reference is invited to Note 15 of the financial Due to the prevailing recessionary trend in the industry statements; the Company''s Non Current Assets in the last 5 to 6 years, coupled with stoppage of consist of Long Term Trade Receivables of Rs. operations and unable to supply the materials 2,159.65 lacs. We are unable to ascertain whether continuously significant portion of trade receivables such balances as at balance sheet date are fully remain uncollected. The management is of the opinion recoverable. Accordingly, we are unable to ascertain that no provision is necessary during the year against the impact, if any, that may arise in case any of these the above amount as the company is pursuing the matter. receivables are subsequently determined to be The management is putting efforts in collecting such doubtful of recovery. Had the Company provided overdue trade receivables over a period of time and provision for the same, the loss for the period would hence no provision has been made. have been higher by Rs. 2,159.65 lacs.

2. Reference is invited to Note 11 of the financial Since the Term Loans are being taken over and assigned statements; the company has not provided the interest to Non banking Finance Companies, and being entered on Term Loans and Working Capital Loans for the in to settlement agreements with these companies, the current accounting period. Accordingly, the loss for company has not provided the interest on term loans the period would have been higher by Rs. 650.86 lacs. and working capital loans w.e.f. July 1,2013.

3. The company has not provided the depreciation for Due to stoppage of operations of both the plants during the accounting period from 1st July, 2013 to 30th the current accounting period on account of the September, 2014 since the assets are not put to use employees at Unit II have been laid off as per law and due to the closure of Nellore plant on account of Unit I was locked out due to illegal striking by employees, lockout due to labour strike and Vizag plant on account the depreciation on the assets of Unit II and unit I was of Lay Off. Had the company provided provision for not provided as these assets were not put to use.

the same, the loss for the period would have been higher by Rs.1,184.38 lacs.

Management Discussion and Analysis:

A report on the Management Discussion and Analysis is provided as part of this Annual Report. Corporate Governance and Shareholders'' information:

A report on Corporate Governance is provided as part of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange:

Particulars required under Section 217(1) (e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I attached and forms part of this Report.

Employee Relations:

Due to the unfortunate situation where the products manufacturing could not happen due to the power shortage the employees at Unit II had been laid off as per law. Despite their huge contribution to the company the company was left with no choice but to take the above action. Also Unit I where the employees were illegally striking was locked out and all contract manufacturing activity also stopped from August 2013. Once the financial restructuring is undertaken, efforts will be made to resolve the issues with the employees and restart the operations.

Human Resources:

None of the persons employed during the financial year under review is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Social Responsibility:

Due to complete stoppage of all operations at both the plants, the company''s on going programme. As a responsible partner of society your company continues to participate in of corporate social responsibility have to a stop. We hope to reengage and resume such efforts once the operations come back to normalcy. Acknowledgement:

We extend our appreciation and thanks to our customers, suppliers and investors for their support. We are also grateful for the continued cooperation extended by the Financial Institutions, Banks and Government Authorities to the company. The Board is most appreciative of the dedication and commitment extended by its employees at all levels and their contribution to the company despite the serious crisis faced by the company.

For and on behalf of the Board of M/s. Krebs Biochemicals and Industries Limited

Sd/- Place: Hyderabad (Dr. R.T.Ravi) Date: 28.11.2014 Chairman & Managing Director

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Mar 31, 2010

The Directors have the pleasure in presenting the 18th Annual Report together with the Audited Accounts of your company for the year ended March 31, 2010.

Financial Results : Rs. in lacs

Particulars 2009-10 2008-09

Net Sales 4,623.38 5,119.78

Other Income 2.91 3.82

Total Income 4,626.29 5,123.60

Expenditure 4,208.28 4,391.45

PBDIT 418.01 732.15

Obsolete Stocks Written off NIL 3,532.09

Loss on Sale of Assets 207.94 NIL

PBDIT (after Extra Ordinary Items) 210.07 (2,799.94)

Finance Charges 690.23 599.81

Depreciation 987.88 954.10

Profit / (Loss) before Tax (1,468.04) (4,353.85)

Deferred Tax Asset 901.25 93.36

Fringe Benefit Tax NIL 2.31

Net Profit / (Loss) after Tax (566.79) (4,262.80)

Prior period adjustments 7.90 1.46

Profit after prior period adjustments (574.69) (4,264.26)

Add : Balance brought forward (7,259.18) (2,994.92)

Balance Carried to balance sheet (7,833.87) (7,259.18)

Overall Performance:

The Turnover of the company during the Financial year 2009-10 has come down by 9.70% compared to previous year. This reduction is mainly on account of the fact that there were no revenues from Unit I combined with reduction in sales of Lovastatin. The bottom line i.e. gross contribution remained constant owing to cost control measures implemented during the year.

Dividend :

No Dividend is proposed to be declared for the financial year 2009-10.

Taxation:

No Income Tax is applicable for the financial year under review. There is no provision for Fringe Benefit Tax as it has since been withdrawn.

Equity Capital:

The equity capital remains unchanged during the Financial Year 2009-10.

Board of Directors:

Dr T Kuchroo Independent Director and Mr Avinash Ravi Whole time Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. K.S.S. Prasad, Nominee Director, Small Shareholders submitted his resignation as Director due to his personal reasons. The Board accepted the resignation after acknowledging and thanking him for his valuable contribution to the working of the Board and the Company.

Directors Responsibility Statement:

Your Directors confirm in terms of Sec 217(2AA) of the Companies Act, 1956 on the basis of the documents and information available to them that:

a) There has been no material departure from accepted accounting standards in the preparation of financial statements presented to you.

b) The Directors have chosen only accepted accounting policies and have applied them consistently. The judgements and estimates made by them are prudent and reasonable to give a true and fair view of the state of affairs of the company as on 31st March, 2010 and of the results of operations for the financial year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the requirements of the Companies Act, 1956 and to safeguard the assets of the company and to prevent and detect any irregularities and frauds.

d) The accounts presented are prepared on a going concern basis. The properties and assets of your company are adequately covered by insurance policies.

Auditors:

M/s Pavuluri & Co, Chartered Accountants are the Statutory Auditors of the company and they retire at this Annual General Meeting and being eligible offer themselves for reappointment.

Management Discussion and Analysis :

A report on the Management Discussion and Analysis is provided as part of this Annual Report.

Corporate Governance and Shareholders information:

A report on Corporate Governance is provided as part of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange:

Particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I attached and forms part of this Report.

Employee Relations:

The Directors are happy to report that the company has cordial relations with its employees. In spite of many difficulties, the employees have been cooperating with the management and enthusiastically offering their services as required by the management. Your Directors extend thanks to all of them.

Human Resources:

None of the persons employed during the financial year under review is required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees ) Rules, 1975.

Social Responsibility:

As a responsible partner of society your company continues to participate in social welfare activities in the villages with in the vicinity of its operating units. Primary Education, local health and eradication of Child Labour are the key areas that we support in this ongoing effort.

Acknowledgement:

We extend our appreciation and thanks to our customers, suppliers and investors for their support. We are also grateful for the continued cooperation extended by the Financial Institutions, Banks and Government Authorities.The Board is most appreciative of the dedication and commitment extended by its employees at all levels and their contribution to the company.

For and on behalf of the Board of Directors

Sd/-

Place : Hyderabad (Dr. R.T.RAVI)

Date : 21.07.2010 Chairman & Managing Director