Directors Report of Lincoln Pharmaceuticals Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 31^st (Thirty First) Annual Report together with the Audited Financial Statements of
the Lincoln Pharmaceuticals Limited ("the Company" or "LPL") for the year ended March 31,2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)
thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during
the financial year ended March 31,2025, in respect of the Company.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The Standalone & Consolidated financial performance of the company for the financial year ended March 31, 2025 are
summarised below:-

	Standalone Basis		Consolidated Basis
Particulars	For the	For the	For the	For the
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	62,323.01	58,054.96	62,323.01	58,054.96
Other income	2,247.71	3,442.25	2,247.71	3,442.25
Total Income	64,570.72	61,497.21	64,570.72	61,497.21
Profit before Depreciation, Finance Costs and Taxation	12,397.03	13,432.99	12,397.04	13,433.22
Less: Depreciation	(1,289.90)	(1,062.47)	(1,289.90)	(1,062.47)
Less: Finance Cost	(188.27)	(146.26)	(188.28)	(146.49)
Profit before Taxation	10,918.86	12,224.26	10,918.86	12,224.26
Less: Tax Expenses	(2,684.22)	(2,893.77)	(2,684.22)	(2,893.77)
Profit after Tax	8,234.64	9,330.49	8,234.64	(9,330.49)
Other Comprehensive Income	9.17	6.11	9.17	6.11
Total comprehensive income for the year	8,243.81	9,336.60	8,243.81	9,336.60

2. STATE OF COMPANY''S AFFAIRS / OPERATIONS:

The Highlights of the company''s performance (standalone) for the year ended March 31,2025 are as under:

The Company reports 7.35% rise in the revenue from operations of '' 62,323.01 Lakhs (Domestic - '' 23,600.91 Lakhs and Export
- '' 38,722.10 Lakhs) as against '' 58,054.96 Lakhs (Domestic '' 21,804.01 Lakhs and Exports '' 36,250.95 Lakhs) in the previous
year. EBITDA for the year stood at '' 12,397.03 Lakhs as against '' 13,432.99 Lakhs in the previous year. The profit after tax stood
at '' 8,234.64 Lakhs on a standalone basis as against profit after tax of '' 9,330.49 Lakhs in previous year. EPS for the year was
'' 41.11 per share as compared to '' 46.58 in the previous year. Detailed working on operation of the Company is provided in
the management discussion and analysis report as forms part of this.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the section 133 of the Act and the SEBI Listing Regulations read with IND AS - 110 -
consolidated financial statement, the consolidated audited financial statement for the financial year ended March 31,2025
forms part of this annual report.

4. CREDIT RATING:

The ratings given by CRISIL for long term bank loan facilities and short term bank loan facilities of the Company are ''CRISIL A/
Stable and CRISIL A1'' respectively. There was no revision in the said ratings during the year under review.

5. DIVIDEND:

Your company has an incessant dividend payment history and considering the financial performance of the Company, the
Board of Directors on May 22, 2025 has recommended a dividend of '' 1.80/- (Rupees One and Paise Eighty only) per equity
share on face value of '' 10/- each (i.e. 18%) for the financial year ended March 31,2025 [Previous Year '' 1.80/- (Rupees One
and Paise Eighty only) per equity share (i.e. 18%)]. Dividend is subject to approval of members at the ensuing annual general
meeting ("AGM"). The said dividend is in line with the Dividend Distribution Policy of the Company. In view of the changes
made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of
tax at source, as may be applicable.

6. DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the SEBI Listing Regulations, the Board of the Company has adopted a Dividend Distribution
Policy, which can be accessed on the Company web link: https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20L0DR/8.%20Dividend%20Distribution%20Policy.pdf? t=1676643338.

7. TRANSFER TO RESERVES:

During the year under review, your company has transferred a sum of '' 50.00 Lakhs to the general reserve out of the amount
available for appropriation for the financial year ended March 31,2025 (Previous Year a sum of '' 50.00 Lakhs was transferred
to general reserve).

8. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of
dividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transfer
to the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF"),
constituted by the Central Government.

In terms of the foregoing provisions of the Act, the company will transfer outstanding unpaid or unclaimed dividend and
corresponding shares for the financial year 2017-2018 to the IEPF authorities during the year under review.

9. TRANSFER OF SHARES TO IEPF:

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has been unpaid / unclaimed since last
seven consecutive years shall be transferred by the Company to the designated demat account of the IEPF Authority within a
period of thirty days of such shares becoming due to be transferred.

The Company has sent reminders to all such shareholders who have not claimed their dividends. Members who have not
en-cashed dividend for the FY 2017-18 or any subsequent dividend declared by the Company, are advised to write to the
Company Secretary of the Company immediately.

Any shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in Form
IEPF-5 (available on www.iepf.gov.in).

10. SHARE CAPITAL STRUCTURE:

During the year under review, there has been no change in the authorised share capital of the Company. The paid-up share
capital of the Company as on March 31,2025 stood at '' 20,02,97,280 divided into 2,00,29,728 equity share of '' 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 Directorate

As of March 31,2025, your Company''s Board had nine members comprising of two Non-Executive and Non-Independent
Directors, four Executive Director and three Independent Directors including one woman Independent Director. The
details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in
the Corporate Governance Report, which forms part of this Annual Report.

During the FY 2024-25, following changes took place:

I. Retire by Rotation of Director:

In accordance with the provisions of Section 152 of the Act and the rules framed there under, Mr. Rajanikant G.
Patel, Non-Executive Director and Mr. Ashish R. Patel, Whole Time Director of the Company retire by rotation at
the ensuing AGM and they being eligible offer themselves for re-appointment. The Board recommends their re¬
appointment.

Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.

The brief profile of the Directors appointing / reappointing has been detailed in the Notice convening the AGM of
the Company. Your Directors recommend all appointment / rotation / re-appointment of Directors mentioned in
the notice.

II. Appointment of Director:

• The shareholders, vide postal ballot concluded on May 20,2024, approved the following:

a) Appointment of Mr. Nareshkumar P. Suthar as Independent Director effective April 1,2024, for a term of five
(5) years till March 31,2029.

b) Appointment of Ms. Seema M. Mehta as Women Independent Director effective April 1, 2024, for a term of
five (5) years till March 31, 2029.

III. Resignation/Cessation of Director:

During the year under review there is no Resignation/Cessation given by the Directors.

11.2 Key Managerial Personnel:

There is no change in the Key Managerial personnel of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31,2025, are:

1. Mr. Mahendra G. Patel, Managing Director

2. Mr. Darshit A. Shah, Chief Financial Officer

3. Ms. Trusha K. Shah, Company Secretary & Compliance Officer

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all the independent directors of the Company in accordance with
Section 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meet the
criteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have also
confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have
registered themselves with the Independent Director''s database as prescribed under the Act. Further, in terms of Rule 6(4) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, out of three Independent Directors of the Company
as on March 31,2025, two Independent Director has passed the Online Proficiency Self-Assessment Test conducted by Indian
Institute of Corporate Affairs (IICA) and one Independent Director was exempted from appearing for Online Proficiency Self¬
Assessment Test as required by IICA.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent
directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1)
of the Act and applicable rules thereunder) to all independent directors on the board.

The Board is of opinion that all the Independent Directors of the Company possess required integrity, expertise and experience
(including the proficiency).

13. PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, COMMITTEE AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its
own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by
way of a structured questionnaire covering various aspects of the board''s functioning such as adequacy of the composition
of the board and its committees, board''s culture, execution and performance of specific duties, obligations and governance
and the evaluation was carried out based on responses received from the directors.

The evaluation is performed by the board, nomination and remuneration committee and independent directors with specific
focus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/
HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the criteria recommended by the SEBI. The
performance evaluation of the chairman and non-independent directors were also carried out by the independent directors.
The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on
the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The
details of the performance evaluation exercise conducted by the Company are set out in the Corporate Governance Report.

14. CHANGE(S) IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the FY ended March 31,2025.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

In terms of the requirements under the Act and SEBI Listing Regulations, the Company has in place a Nomination &
Remuneration Policy, inter-alia, detailing the director''s appointment, remuneration, criteria for determining qualifications,
attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is as per the Nomination & Remuneration Policy of your Company. The said Nomination & Remuneration
Policy which can be accessed on the Company web link: https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20LODR/13.%20Nomination%20and%20Remuneration%2QPolicy.pdf? t=1676711629.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) (c) of the Act and based on the information provided by the management,
the Directors state that:

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

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

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

d) the annual accounts have been prepared on a going concern basis;

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

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

17. NUMBER OF MEETINGS OF THE BOARD:

During the FY 2024-2025, 5 (Five) meetings of the Board of Directors of the Company were held and the details of Board and
Committee meetings held are provided in the Report on Corporate Governance, which forms part of this report.

18. SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The internal control framework is intended to ensure proper safeguarding of assets, maintaining proper accounting records
and providing reliable financial information and other data. This system is accompanied by internal audit, reviewed by the
management and performed as per documented policies, guidelines and procedures.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting
business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to
procedures, guidelines and regulations as applicable in a transparent manner. The internal audit department of the Company
carries out the internal audit of the Company operations and reports its finding to the audit committee.

In this process, the internal audit also evaluates the functioning and quality of internal controls and provides assurance of its
adequacy and effectiveness through periodic reporting. The internal audit is carried out as per risk based internal audit plan
which is reviewed by the audit committee of the Company.

The committee periodically reviews the findings and suggestions for improvement and is apprised of the implementation
status in respect of the actionable items.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There are no material changes and commitments affecting the financial position of the Company which occurred between
the financial year ended March 31,2025 to which the financial statements relates and the date of signing of this report.

21. DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits
was outstanding as on the date of the balance sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to provision of the Section 186 of the Act,the details of loans and investment have been disclosed in notes to the
financial statements.

23. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company has only one subsidiary as on March 31,2025. There are no associates or joint venture companies within the
meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129 (3) of the Act, the statement containing salient features of the financial statements
and performance of subsidiary and its contribution to the overall performance of the Company during the period is attached
with the audited financial statements in form AOC-1 forms part of this directors'' report (Annexure - 1). The audited financial
statements of subsidiary have also been placed on the website of the Company at www.lincolnpharma.com.

During the year under review, no companies became or ceased to be the subsidiary, joint ventures or associate companies of
the company.

24. INSURANCE:

The Company has taken adequate insurance to cover the risks to its directors, senior key managerial personnel, employees,
property (land and buildings), plant, equipment and other assets.

25. RISK MANAGEMENT POLICY:

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks
associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The
Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully
committed to identify and mitigate the risks in the business. The identification of risks by Internal Audit Department is done at
strategic, business and operational levels and the risk management process of the Company focuses mainly on five elements,
viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring (iv) Risk Mitigation ; (v) Risk Reporting.

The Company has a risk management policy consistent with the provisions of the Act and the SEBI Listing Regulations. The Risk
Management committee is responsible for assisting the board in understanding existing risks and reviewing the mitigation
and elimination plans for those. The major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks and
controls. The said policy and constitution of the committee is available on the website of Company and can be accessed
at company web link: https://www.lincolnpharma.com/Investor/Other%20Policies/5.%20Risk%20Management%20Policy.
pdf? t=1691127263 .

26. RELATED PARTY TRANSACTIONS:

All related party transactions are entered into only after receiving prior approval from the Audit Committee. Omnibus
approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions
entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying the
nature, value and terms of the transaction.

During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76)
of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable
accounting standards, which were in the ordinary course of business and on arms'' length basis and in accordance with the
policy on related party transactions of the Company. During the year, there was no material transaction with any related

parties as per the related party transactions policy of the Company and/or any other related party transaction entered into by
the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to
the financial statements provided in this Annual Report.

In terms of Regulation 23 (9) of the SEBI Listing Regulations, the Company has submitted related party transaction within
prescribed time limit with the stock exchange(s) for the each half year. The policy on related party transactions is placed on
the Company''s website at https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20
the%20LODR/6.%20Policy%20on%20Related%20Party%20Transactions.pdf

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has adopted a CSR Policy in compliance with the provisions of the Act inter alia to give directions and assistance
to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan
and also monitors the progress of the CSR activities. The Company has spent '' 186.26 Lakhs towards the CSR projects for the
Financial Year 2024-25. The Company believes in undertaking business in a way that will lead to overall development of all
stakeholders and society. The projects have been continuously monitored by the Board on a timely basis.

In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014
the report on CSR activities along with its annexure as forms part of this directors'' report (Annexure - 2).

28. HUMAN RESOURCES MANAGEMENT:

Lincoln has consistently focused on providing its employees a work environment that promotes diversity and inclusion, free
of any discrimination. It has a robust employee engagement policy that helps it develop and retain a highly motivated team.

Your Company continued to build sustenance around various aspects of employee work life as well as organic ways of
enhancing its image as an employer of choice.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the
Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism
Framework ("Framework"), policy for directors and employees to report genuine concerns has been implemented. The policy
safeguards whistleblowers'' rights to report concerns or grievances and provides direct access to the chairman of the audit
committee.

The said policy is available on the website of the Company and can be accessed at https://www.lincolnpharma.com/Investor/
Disclosures%20under%20Regulation%2046%20of%20the%20LQDR/5.%20Details%20of%20establishment%20of%20
Whistle%20Blower%20Policy.pdf.

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

The Company is committed to provide a safe and secure working environment for all employees and create ambience in
which all employees can work together without any apprehension of sexual harassment.

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal)
Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated and implemented a policy which mandates
no tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review,
the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuring
protection against Sexual Harassment and the right to work with dignity.

Details of the complaints received during the year under review under POSH Policy are as under:

A.	Number of complaints of sexual harassment received in the year	NIL
B.	Number of complaints disposed off during the year	NIL
C.	Number of cases pending for more than ninety days	NIL

The above said policy is available on the website of the Company and can be accessed at https://www.lincolnpharma.

com/Investor/Other%20Policies/7.%20Policy%20on%20prevention%20of%20sexual%20harassment%20(POSH).PDF?

t=1723780099.

31. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors'' report (Annexure - 3). The information
required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to
Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any
shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

32. AUDITORS AND AUDITORS'' REPORT:

A. STATUTORY AUDITORS:

M/s. Samir M. Shah & Associates, Chartered Accountants (Firm Registration No.: 122377W) have been appointed as
the Statutory Auditors of the Company for a term of five years until the conclusion of 33rd Annual General Meeting
of the Company. The Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the Chartered
Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing
quarterly Limited Review reports.

The Auditor''s Report on the standalone and consolidated financial statements of the Company for the year ended 31st
March, 2025 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimer
made by the statutory auditors in their report.

B. COST AUDITOR:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company is required to maintain cost records for few of its products and accordingly,
such accounts are made and records have been maintained by the Company.

The board of directors on the recommendation of the audit committee, appointed M/s. Kiran J. Mehta & Co., Cost
Accountants (Firm Registration Number 000025), as the cost auditors of the Company to audit the cost records for the
financial year ended on March 31,2025 as per Section 148 of the Act. M/s.Kiran J. Mehta & Co., Cost Accountants have
confirmed that their appointment is within the limits of Section 141 (3) (g) of the Act and have also certified that they
are free from any disqualifications specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141
(4) of the Act.

As per the provisions of the Act, the remuneration payable to the cost auditor is required to be placed before the
members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the
remuneration payable to M/s. Kiran J. Mehta & Co., cost auditors forms part of the notice convening the AGM.

Relevant cost audit report for the year 2023-24 was submitted to the Central Government within stipulated time and
was free from any qualification or adverse remarks.

C. SECRETARIAL AUDITOR:

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting
held on August 07, 2025, based on recommendation of the Audit Committee, has approved the appointment of Ankit
Sethi & Associates, Practising Company Secretary, a peer reviewed firm Certificate of Practice no: 11089 as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AGM.

As required by Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries
(Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial Year 2024-25. The Report
of the Secretarial Audit in Form MR - 3 for the financial year ended on March 31, 2025, is annexed to this Report
(Annexure - 4).

a) ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, Company has undertaken an audit
for the financial year ended March 31, 2025 for all applicable SEBI Regulations and circulars / guidelines issued
thereunder. The annual secretarial compliance report issued by M/S Vishwas Sharma & Associates, Practicing
Company Secretaries have been submitted to the stock exchanges within prescribed time limit.

COMMENT OF BOARD ON ANNUAL SECRETARIAL COMPLIANCE REPORTS'' OBSERVATIONS:

With respect to the observations of the Annual Secretarial Compliance Reports'':

The company has delayed complied with Regulation 30 read with sub para 15 (a) of Para A of Part A of Schedule III of
SEBI (LODR) Regulations, 2015 in submitting intimation of Investors'' meet upon which cautionary letter issued from BSE
and NSE Limited.

The Company has taken the letter on record seriously and had placed the said mail received from Stock Exchanges
before the Board of Directors. Company will be more cautious in future for ensuring compliances of applicable SEBI
Laws.

33. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the statutory auditors, cost auditors and secretarial auditor have not reported any instances of
frauds committed in the Company by its officers or employees to the audit committee under Section 143 (12) of the Act.

34. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF
THE ACT:

Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the cost
audit records maintained by the Company in respect of drug and pharmaceuticals products of the Company are required to
be audited by a cost accountant.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the financial year ended on March 31, 2025, there is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions.
Hence, the difference in valuation does not arise.

37. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961.

During the year under the review, the Company has complied with all the provisions relating to the Maternity Benefits Act,
1961.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Regulation 34 (2) (f) read with Regulation 3(2) of SEBI (LODR) of the SEBI Listing Regulations, disclosure on
Business Responsibility and Sustainability Report is not applicable to the Company for the financial year 2024-25.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms part of this
Report (Annexure - 5).

40. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and
Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected
persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating
to the Company. The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. The aforesaid codes are available on the website
of the Company and can be accessed at https://www.lincolnpharma.com/Investor/Other%20Policies/6.%20Policy%20
on%20Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20
Sensitive%20Information.pdf? t=1691566912

41. ANNUAL RETURN:

Pursuant to provision of Section 92 (3) read with Section 134 (3) (a) of the Act, the annual return as on March 31, 2025
is available on the website of the Company at https://www.lincolnpharma.com/Investor/Disclosures%20under%20
Regulation%2046%20of%20the%20LODR/23.%20MGT-7%20Annual%20Return/Final-MGT-7-of-Lincoln-Pharma-for-the-
FY-2023-24.pdf? t=1694515735

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate section on Management Discussion and Analysis Report ("MD&A") forms part of this report as required under
Regulation 34 (2) of SEBI Listing Regulations.

43. CORPORATE GOVERNANCE REPORT:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance
practices with a view to bring about transparency in its operations and maximize shareholder''s value. A separate section
on corporate governance along with a certificate from the practicing company secretary regarding compliance with the
conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations as forms part of this
directors'' report (Annexure -6).

44. AUDIT COMMITTEE:

The details pertaining to the composition of the audit committee are given in the report on corporate governance forming
part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

45. SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the
going concern status and operations of the Company in future.

46. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors'' report, management discussion and analysis report may
contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the
meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed
herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect
the Company''s performance could be the demand and supply for Company''s product and services, changes in government
regulations, tax laws, forex volatility etc.

47. ACKNOWLEDGEMENTS:

The Board of Directors acknowledges and places on record their sincere appreciation of all stakeholders, customers, vendors,
banks, Central and State Governments and all other business partners, for their continued co-operation and for the excellent
support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in
the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued
contribution to promote its development.

For and on behalf of the board

For Lincoln Pharmaceuticals Limited

Mahendra G. Patel Hashmukh I. Patel

Managing Director Whole-Time Director

Ahmedabad, August 07, 2025 DIN: 00104706 DIN: 00104834

---

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th (Thirtieth) Annual Report together with the Audited Financial Statements of the Lincoln Pharmaceuticals Limited (“the Company” or “LPL’) for the year ended March 31, 2024.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other developments during the financial year ended March 31, 2024, in respect of the Company.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The Standalone & Consolidated financial performance of the company for the financial year ended March 31, 2024 are summarised below:-

('' In Lakhs)
	Standalone Basis		Consolidated Basis
	For the	For the	For the	For the
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Revenue from Operations	58,05496	51,030.88	58,05496	51,030.88
Other income	3,442.25	2248.35	3,442.25	2,247.29
Total Income	61,497.21	53,279.23	61,497.21	53,278.17
Profit before Depreciation, Finance Costs and Taxation	13,432.99	11,165.03	13,433.22	11,167.60
Less: Depreciation	(1,062.47)	(916.61)	(1,062.47)	(916.61)
Less: Finance Cost	(146.26)	(202.89)	(146.49)	(203.01)
Profit before Taxation	12,224.26	10,045.53	12,224.26	10,047.98
Less: Tax Expenses	(2,893.77)	(2,755.59)	(2,893.77)	(2,758.05)
Profit after Tax	9,330.49	7,289.94	(9,330.49)	7,289.93
Other Comprehensive Income	6.11	(29.78)	6.11	(29.78)
Total comprehensive income for the year	9,336.60	7,260.16	9,336.60	7,260.15

2. STATE OF COMPANY’S AFFAIRS / OPERATIONS:

The Highlights of the company’s performance (standalone) for the year ended March 31, 2024 are as under:

The Company reports 13.76% rise in the revenue from operations of '' 58,054.96 Lakhs (Domestic '' 21804.01 Lakhs and Exports '' 3625095 Lakhs) as against '' 51,030.88 Lakhs (Domestic '' 21,720.35 Lakhs and Exports '' 29,310.53 Lakhs) in the previous year. EBITDA for the year was '' 13,43299 Lakhs (increase 20.31%) as against '' 11,165.03 Lakhs in the previous year. The profit after tax has increased to '' 9330.49 Lakhs on a standalone basis as against profit after tax of '' 728994 Lakhs in previous year representing growth rate of 2799% during the financial year ended March 31, 2024. EPS for the year was '' 46.58 (increase 2797%) per share as compared to '' 36.40 in the previous year. Detailed working on operation of the Company is provided in the management discussion and analysis report as forms part of this.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the section 133 of the Act and the SEBI Listing Regulations read with IND AS - 110 - consolidated financial statement, the consolidated audited financial statement for the financial year ended March 31, 2024 forms part of this annual report.

4. CREDIT RATING:

The ratings given by CRISIL for long term bank loan facilities and short term bank loan facilities of the Company are ‘CRISIL A/Stable and CRISIL A1’ respectively. There was no revision in the said ratings during the year under review.

5. DIVIDEND:

Your company has an incessant dividend payment history and considering the financial performance of the Company, the Board of Directors on May 16, 2024 has recommended a dividend of '' 1.80/- (Rupees One and Paise Eighty only) per equity share on 2,00,29,728 equity shares of face value of '' 10/- each (i.e. 18%) for the financial year ended March 31, 2024 [Previous Year '' 1.50 (Rupees Rne and Paise fifty only) per equity share (i.e. 15%)]. Dividend is subject to approval of members at the ensuing annual general meeting (“AGM”). The said dividend is in line with the Dividend Distribution Policy of the Company. In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source, as may be applicable.

6. DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the SEBI Listing Regulations, the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the Company weblink:

https://www.lincolnpharma.com/Investor/Disclosures%20under%20Requlation%2046%20of%20the%20LQDR/

8.%20Dividend%20Distribution%20Policy.pdf?_t=1676643338 .

7 TRANSFER TO RESERVES:

During the year under review, your company has transferred a sum of '' 50.00 Lakhs to the general reserve out of the amount available for appropriation for the financial year ended March 31, 2024 (Previous Year transferred a sum of '' 50.00 Lakhs was transferred to general reserve).

8. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), and relevant circulars and amendments thereto, the amount of dividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

In terms of the foregoing provisions of the Act, the company will transfer outstanding unpaid or unclaimed dividend and corresponding shares for the financial year 2016-2017 to the IEPF authorities during the year under review.

9. TRANSFER OF SHARES TO IEPF:

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has been unpaid / unclaimed since last seven consecutive years shall be transferred by the Company to the designated demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred.

The Company has sent reminders to all such shareholders who have not claimed their dividends. Members who have not en-cashed dividend for the FY 2016-17 or any subsequent dividend declared by the Company, are advised to write to the Company Secretary of the Company immediately.

Any shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in).

10. SHARE CAPITAL STRUCTURE:

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31 March, 2024 stood at '' 20,02,97,280 divided into 2,00,29,728 equity share of '' 10/-each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Retire by Rotation of Director:

In accordance with the provisions of Section 152 of the Act and the rules framed there under, Mr. Kishor Meghji Shah, Non-Executive Director and Mr. Munjal M. Patel, Whole Time Director ofthe Company retire by rotation at the ensuing AGM and they being eligible offer themselves for re-appointment. The Board recommends their reappointment.

Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.

The brief profile of the Directors appointing / reappointing has been detailed in the Notice convening the AGM of the Company. Your Directors recommend all appointment / rotation / re-appointment of Directors mentioned in the notice.

II. Appointment / Re-appointment of Director:

During the year under review there is no appointment/re-appointment of Directors.

Post March 31, 2024, pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on April 01, 2024 appointed Mr. Naresh P. Suthar (DIN:03261937) and Ms. Seema Mehta (DIN:10540549) as Additional Directors in the category of Independent Directors for a term of 5 yearswith effect from April 01, 2024 to March 31, 2029, subject to approval of the shareholders of the Company.

The said appointments were approved by shareholders of the Company vide special resolution passed through postal ballot by e-voting on May 20, 2024.

III. Resignation/Cessationof Director:

- During the year under the review, Mr. Anand Arvindbhai Patel (DIN:00103316), resigned w.e.f. May 25, 2023 as a Whole Time Director of the company due to personal reasons.

- During the financial year, Ms. Meha Patel (DIN:07254852), Non-Executive Independent Director of the Company has resigned from the position of Woman Independent director of the Company w.e.f. February 16, 2024 due to personal commitments.

- During the year, Mr. Pirabhai Suthar (DIN: 00453047) ceased to be an Independent Director of the Company upon completion of his second and final term w.e.f. closing of business hours on March 31, 2024.

The Board expresses their appreciation to all the three directors for the valuable guidance and services rendered by them during their tenure as a Director of the Company.

IV. Key Managerial Personnel:

There is no change in the Key Managerial personnel of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2024, are:

1. Mr. Mahendra G. Patel, Managing Director

2. Mr. Darshit A. Shah, Chief Financial Officer

3. Ms. Trusha Shah, Company Secretary & Compliance Officer

4. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all the independent directors of the Company in accordance with Section 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database as prescribed under the Act. Further, in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, out of two Independent Di rectors of the Company as on March 31, 2024, one Independent Di rector has passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affairs (IICA) and one Independent Directors was exempted from appearing for Online Proficiency Self-Assessment Test as required by IICA.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

The Board is of opinion that all the Independent Directors of the Company possess required integrity, expertise and experience (including the proficiency).

5. PERFORMANCE EVALUATION OF THE BOARD AS WHOLE, COMMITTEE AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the board’s functioning such as adequacy of the composition of the board and its committees, board’s culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the directors.

The evaluation is performed by the board, nomination and remuneration committee and independent directors with specific focus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the criteria recommended by the SEBI. The performance evaluation of the chairman and non-independent directors was also carried out by the independent directors. The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, frame work and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Corporate Governance Report.

6. CHANGE(S) IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the FY ended March 31, 2024.

7 POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

In terms of the requirements under the Act and SEBI Listing Regulations, the Company has in place a Nomination & Remuneration Policy, inter-alia, detailing the director’s appointment, remuneration, criteria for determining qualifications, attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination & Remuneration Policy of your Company. The said Nomination & Remuneration Policy which can be accessed on the Company weblink:

https://www.lincolnpharma.com/Investor/Disclosures%20under%20Requlation%2046%20of%20the%20LQDR/ 13.%20Nomination%20and%20Remuneration%20Policy.pdf?_t=1676711629 .

8. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) (c) of the Actand based on the information provided by the management, the Directors state that:

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

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

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

d) the annual accounts have been prepared on a going concern basis;

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

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

9. NUMBER OF MEETINGS OF THE BOARD:

During the FY 2023-2024, 4 (Four) meetings of the Board of Directors of the Company were held and the details of Board and Committee meetings held are provided in the Report on Corporate Governance, which forms part of this report.

10. SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The internal control framework is intended to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is accompanied by internal audit, reviewed by the management and performed as per documented policies, guidelines and procedures.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The internal audit department of the Company carries out the internal audit of the Company operations and reports its finding to the audit committee.

In this process, the internal audit also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. The internal audit is carried out as per risk based internal audit plan which is reviewed by the audit committee of the Company.

The committee periodically reviews the findings and suggestions for improvement and is apprised of the implementation status in respect of the actionable items.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31, 2024 to which the financial statements relates and the date of signing of this report.

13. DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Actread with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or intereston public deposits was outstanding as on the date of the balance sheet.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to provision of the Section 186 of the Act, the details of loans and investment have been disclosed in notes to the financial statements.

15. SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company has only one subsidiary as on March 31, 2024. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129 (3) of the Act, the statement containing salient features of the financial statements and performance of subsidiary and its contribution to the overall performance of the Company during the period is attached with the audited financial statements in form AOC-1 forms part of this directors’ report (Annexure - 1). The audited financial statements of subsidiary has also been placed on the website of the Company at www.lincolnpharma.com.

During the year under review, no companies became or ceased to be the subsidiary, joint ventures or associate companies of the company.

16. INSURANCE:

The Company has taken adequate insurance to cover the risks to its directors, senior key managerial personnel, employees, property (land and buildings), plant, equipment and other assets.

17. RISK MANAGEMENT POLICY:

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The

Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks by Internal Audit Department is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on five elements, viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring (iv) Risk Mitigation; (v) Risk Reporting.

The Company has a risk management policy consistent with the provisions of the Act and the SEBI Listing Regulations. The Risk Management committee is responsible for assisting the board in understanding existing risks and reviewing the mitigation and elimination plans for those. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks and controls. The said policy and constitution of the committee is available on the website of Company and can be accessed at company weblink:

https://www.lincolnpharma.com/Investor/Other%20Policies/5.%20Risk%20Management%20Policy.pdf?_t=1691127263

18. RELATED PARTY TRANSACTIONS:

All related party transactions are entered into only after receiving prior approval from the Audit Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying the nature, value and terms of the transaction.

During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable accounting standards, which were in the ordinary course of business and on arms’ length basis and in accordance with the policy on related party transactions of the Company. During the year, there was no material transaction with any related parties as per the related party transactions policy of the Company and/or any other related party transaction entered into by the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

In terms of Regulation 23 (9) of the SEBI Listing Regulations, the Company has submitted related party transaction within prescribed time limit with the stock exchange(s) for the each half year. The policy on related party transactions is placed on the Company’s website at

https://www.lincolnpharma.com/Investor/Disclosures%20under%20Requlation%2046%20of%20the%20LODR/

6.%20Policv%20on%20Related%20Party%20Transactions.pdf

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has adopted a CSR Policy incompliance with the provisions of the Act inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The Company has spent '' 193.19 Lakhs towards the CSR projects for the Financial Year 2023-24. The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society. The projects have been continuously monitored by the Board on a quarterly basis.

In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the report on CSR activities along with its annexure as forms part of this directors’ report (Annexure - 2).

20. HUMAN RESOURCES MANAGEMENT:

Lincoln has consistently focused on providing its employees a work environment that promotes diversity and inclusion, free of any discrimination. It has a robust employee engagement policy that helps it develop and retain a highly motivated team.

Your Company continued to build sustenance around various aspects of employee work life as well as organic ways of enhancing its image as an employer of choice.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(10) ofthe Companies Act, 2013 (“Act”) and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework (“Framework”), policy for directors and employees to report genuine concerns has been implemented. The policy safeguards whistleblowers’ rights to report concerns or grievances and provides direct access to the chairman of the audit committee.

The said policy is available on the website of the Company and can be accessed at

https://www.lincolnpharma.com/Investor/Disclosures%20under%20Requlation%2046%20of%20the%20LQDR/ 5.%20Details%20of%20establishment%20of%20Whistle%20Blower%20Policy.pdf.

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

The Company is committed to provide a safe and secure working environment for all employees and create ambience in which all employees can work together without any apprehension of sexual harassment.

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formulated and implemented a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review, the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

23. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors’ report (Annexure - 3). The information required under Rule 5(2) and (3)of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

24. AUDITORS AND AUDITORS’ REPORT:

A. STATUTORY AUDITORS:

M/s. Samir M. Shah & Associates, Chartered Accountants (Firm Registration No.: 122377W) have been appointed as the Statutory Auditors of the Company for a term of five years until the conclusion of 33^rd Annual General Meeting of the Company. The Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor’s Report on the standalone and consolidated financial statements of the Company for the year ended 31^st March, 2024 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimer made by the statutory auditors in their report.

B. COST AUDITOR:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records for few of its products and accordingly, such accounts are made and records have been maintained by the Company.

The board of directors on the recommendation of the audit committee, appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration Number 000025), as the cost auditors of the Company to audit the cost records for the financial year ended on March 31, 2024 as per Section 148 of the Act. M/s. Kiran J. Mehta & Co., Cost Accountants have confirmed that their appointment is within the limits of Section 141 (3) (g) of the Act and have also certified that they are free from any disqualifications specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act.

As per the provisions of the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members’ ratification for the remuneration payable to M/s. Kiran J. Mehta & Co., cost auditors forms part of the notice convening the AGM.

Relevant cost audit report for the year 2022-23 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks.

C. SECRETARIAL AUDITOR:

As required by Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial Year 2023-24. The Report of the Secretarial Audit in Form MR - 3 for the financial year ended on March 31, 2024, is annexed to this Report (Annexure - 4).

COMMENT OF BOARD ON SECRETARIALAUDITORS’ OBSERVATIONS:

With respect to the observations of the Secretarial Auditors’:

Non Compliance under Regulation 17 of SEBI (LODR) Regulations, 2015 arose without any malafide intention and on account of Company taking fraction into nearest integer as against Stock Exchange taking nearest higher integer in respect requirement of minimum Independent director on the board being 1/3^rd of total strength. The Company has further remitted the fine on 22.08.2023 to NSE and BSE Limited and intimate to the both exchanges regarding payment confirmation. And from 26^th May, 2023 the composition of the Board is in compliance with Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015.

On the basis of advisory issued by NSE, company has revised shareholding pattern of the company from the quarter ended December 31, 2015 to September 30, 2023 on account of misinterpretation while disclosing the names of Mr. Ishwarlal Ambalal Patel and Mrs. Manguben Ishwarlal Patel, a Person Acting in Concert under the category of Promoter Group.

a) ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, Company has undertaken an audit for the financial year ended March 31,2024 for all applicable SEBI Regulations and circulars / guidelines issued thereunder. The annual secretarial compliance report issued by M/S. Vishwas Sharma & Associates, Practicing Company Secretaries have been submitted to the stock exchanges within prescribed time limit.

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the statutory auditors, cost auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its officers or employees to the audit committee under Section 143 (12) of the Act.

26. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE ACT:

Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the cost audit records maintained by the Company in respect of drug and pharmaceuticals products of the Company are required to be audited by a cost accountant.

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility and Sustainability Report which is forms part of this directors’ report (Annexure - 5).

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms part of this Report (Annexure - 6).

31. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at

https: //www.lincolnpharma.com/Investor/Other%20Policies/6.%20Policy%20on%20Code

%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%2

0Price%20Sensitive%20Information.pdf?_t=1691566912

32. ANNUAL RETURN:

Pursuant to provision of Section 92 (3) read with Section 134 (3) (a) of the Act, the annual return as on March 31, 2024 is available on the website of the Company at

https://www.lincolnpharma.com/Investor/Disclosures%20under%20Requlation%2046%20of%20the%20LQDR/

23.%20MGT-7%20Annual%20Return/Final-MGT-7-of-Lincoln-Pharma-for-the-FY-2023-24.pdf?_t=1694515735

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate section on Management Discussion and Analysis Report (“MD&A”) forms part of this report as required under Regulation 34 (2) of SEBI Listing Regulations.

34. CORPORATE GOVERNANCE REPORT:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder’s value. A separate section on corporate governance along with a certificate from the practicing company secretary regarding compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations as forms part of this directors’ report (Annexure -7).

35. AUDIT COMMITTEE:

The details pertaining to the composition of the audit committee are given in the report on corporate governance forming part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

36. SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

37. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors

that could affect the Company’s performance could be the demand and supply for Company’s product and services, changes in government regulations, tax laws, forex volatility etc.

38. ACKNOWLEDGEMENTS:

The Board of Directors acknowledges and places on record their sincere appreciation of all stakeholders, customers, vendors, banks, Central and State Governments and allother business partners, for their continued co-operationand for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidenceand faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 29th (Twenty Ninth) Annual Report together with the Audited Financial Statements of the Lincoln Pharmaceuticals Limited ("the Company" or "LPL") for the year ended March 31, 2023.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year ended March 31, 2023, in respect of the Company.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS:

The Standalone & Consolidated financial performance of the company for the financial year ended March 31, 2023 are summarised below:-

(Rs. In Lakhs)
	Standalone Basis		Consolidated Basis
Particulars	For the Year Ended March 31, 2023	For the Year Ended March 31, 2022	For the Year Ended March 31, 2023	For the Year Ended March 31, 2022
Revenue from Operations	51,030.88	47,207.89	51,030.88	47,212.33
Other income	2,248.35	999.77	2,247.29	999.77
Total Income	53,279.23	48,207.66	53,278.17	48,212.10
Profit before Depreciation, Finance Costs and Taxation	11,165.03	10,546.78	11,167.60	10,547.83
Less: Depreciation	(916.61)	(808.79)	(916.61)	(808.78)
Less: Finance Cost	(202.89)	(145.09)	(203.01)	(145.12)
Profit before Taxation	10,045.53	9,592.90	10,047.98	9,593.93
Less: Tax Expenses	(2,755.59)	(2,657.41)	(2,758.05)	(2,658.43)
Profit after Tax	7,289.94	6,935.49	7,289.93	6,935.50
Other Comprehensive Income	(29.78)	13.00	(29.78)	13.00
Total comprehensive income for the year	7,260.16	6,948.49	7,260.15	6,948.50

2. STATE OF COMPANY''S AFFAIRS / OPERATIONS:

The Highlights of the company''s performance (standalone) for the year ended March 31, 2023 are as under:

The Company reports 8.10% rise in the revenue from operations of '' 51,030.88 Lakhs (Domestic '' 21,720.35 Lakhs and Exports '' 29,310.53 Lakhs) as against '' 47,207.89 Lakhs (Domestic '' 20,431.00 Lakhs and Exports '' 26,776.89 Lakhs) in the previous year. EBITDA for the year was '' 11,165.03 Lakhs (increase 5.9%) as against '' 10,546.78 Lakhs in the previous year. The profit after tax has increased to '' 7,289.94 Lakhs on a standalone basis as against profit after tax of '' 6,935.49 Lakhs in previous year representing growth rate of 5.1% during the financial year ended March 31, 2023. EPS for the year was '' 36.40 (increase 5.1%) per share as compared to '' 34.63 in the previous year. Detailed working on operation of the Company is provided in the management discussion and analysis report as forms part of this.

We have been able to achieve yet another year of decent business growth and profitability. The company has been able to conduct its operations with agility and resilience. Sustained by signs of improved demand outlook in future and operational efficiencies achieved as a result of modernization and investment in cost-effective equipment, the outlook of the business is encouraging.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the section 133 of the Act and the SEBI Listing Regulations read with IND AS -110 - consolidated financial statement, the consolidated audited financial statement for the financial year ended March 31, 2023 forms part of this annual report.

4. CREDIT RATING:

The ratings given by CRISIL for long term bank loan facilities and short term bank loan facilities of the Company are ''CRISIL A/Stable and CRISIL A1'' respectively. There was no revision in the said ratings during the year under review.

5. DIVIDEND:

Your company has an incessant dividend payment history and considering the financial performance of the Company, the Board of Directors on May 25, 2023 has recommended a dividend of '' 1.50/- (Rupees one and fifty paise only) per equity share on 2,00,29,728 equity shares of face value of '' 10/- each (i.e. 15%) for the financial year ended March 31, 2023 [Previous Year '' 1.50 (Rupees one and fifty paise only) per equity share (i.e. 15%)]. Dividend is subject to approval of members at the ensuing annual general meeting ("AGM"). The said dividend is in line with the Dividend Distribution Policy of the Company. In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source, as may be applicable.

6. DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the SEBI Listing Regulations, the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the Company web link: https://www.lincolnpharma.com/Investor/

Disclosures%20under%20Regulation%2046%20of%20

the%20LODR/8.%20Dividend%20Distribution%20Policy.

pdf?_t=1676643338.

7. TRANsFER To REsERVEs:

During the year under review, your company has transferred a sum of '' 50.00 Lakhs to the general reserve out of the amount available for appropriation for the financial year ended March 31, 2023 (Previous Year transferred a sum of '' 50.00 Lakhs was transferred to general reserve).

8. transfer of unclaimed dividend to the investor education and protection fund (IEPF):

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount of dividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transfer to the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

In terms of the foregoing provisions of the Act, the company will transfer outstanding unpaid or unclaimed dividend and corresponding shares for the financial year 2015-2016 to the IEPF authorities during the year under review.

9. transfer of shares to IEPF:

Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has been unpaid / unclaimed since last seven consecutive years shall be transferred by the Company to the designated demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred.

The Company has sent reminders to all such shareholders who have not claimed their dividends. Members who have not en-cashed dividend for the FY 2015-16 or any subsequent dividend declared by the Company, are advised to write to the Company Secretary of the Company immediately.

Any shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in Form I EPF-5 (available on www.iepf.gov.in).

10. SHARE CAPITAL STRUCTURE:

During the year under review, there has been no change in the authorised share capital of the Company. The authorised share capital of the Company as on 31 March, 2023 stood at '' 20,02,97,280 divided into 2,00,29,728 equity share of '' 10/- each.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:I. Retire by Rotation of Director:

In accordance with the provisions of Section 152 of the Act and the rules framed there under, Mr. Rajanikant Gulabdas Patel, Non-Executive Director and Mr. Hashmukh I. Patel, Whole Time Director of the Company retire by rotation at the ensuing AGM and they being eligible offer themselves for re-appointment. The Board recommends their reappointment.

Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.

The brief profile of the Directors appointing / reappointing has been detailed in the Notice convening the AGM of the Company. Your Directors recommend all appointment / rotation / re-appointment of Directors mentioned in the notice.

II. Appointment / Re-appointment of Director:

During the year under review, the appointment of Mr. Anand A. Patel (DIN:00103316) was approved by the Members in the Annual General Meeting of the Company held on September 30,2022 for a period of three years. He was appointed as a Whole Time Director in the Board Meeting held on August 09, 2022.

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 the resolution proposing to continue Mr Mahendrabhai Gulabdas Patel (DIN: 00104706) as a Managing Director on his attaining the age of 70 years is set out in the Notice convening the Annual General Meeting. The Board

recommends to continue to avail his services in the interest of the Company and accordingly recommends the passing of the proposed resolution.

The Shareholders at the Annual General Meeting held on September 30, 2022 have approved the:

1. Re-appointment of Mr. Saurin J. Parikh (DIN: 02136530) as Independent Director of the Company for a further term of five years w.e.f. 27.03.2023

2. Re-appointment of Mr. Mahendra G. Patel

(DIN: 00104706) as a Managing Director of the Company for a period of 3 years w.e.f.

01.10.2022

3. Re-appointment of Mr. Hashmukh I. Patel

(DIN: 00104834) as a Whole Time Director of the Company for a period of 3 years w.e.f.

01.10.2022

4. Re-appointment of Mr. Ashish R. Patel (DIN:

01309017) as a Whole Time Director of

the Company for a period of 3 years w.e.f.

15.11.2022

5. Re-appointment of Munjal M. Patel (DIN:

02319308) as a Whole Time Director of

the Company for a period of 3 years w.e.f. 15.11.2022.

III. Resignation/Cessation of Director:

During the year under the review, Mr. Arvindbhai Gulabdas Patel (DIN:00104885), resigned vide letter dated August 09, 2022 as a Director of the company due to personal reasons. The Board expresses thier appreciation to Mr. Arvindbhai Gulabdas Patel for the valuable guidance and services rendered by him during his tenure as a Director of the Company.

During the financial year, Mr. Ishwarlal A. Patel (DIN:00217324), Non-Executive Independent Director of the Company has ceased from the position of director of the Company on December 04, 2022 due to his untimely and unexpected demise.

The Board places on record its appreciation for the invaluable contribution and guidance provided by Mr. Ishwarlal A. Patel at the Board/Committee meetings

and to the senior management of the Company during his long association as a Non-Executive Independent Director of the Company.

After the closure of the year under review, Mr. Anand A. Patel (DIN:00103316) resigned from the post of directorship of the company due to other commitments and personal reasons w.e.f. closing of business hours on 25th May, 2023. The Board expresses its appreciation valuable guidance and services rendered by him during his tenure as a Director of the Company.

IV. Key Managerial Personnel:

During the year under review, Mr. Niren A. Desai (ICSI Membership Number: A60285), stepped down from the position of Company Secretary and Compliance Officer of the Company with effect from July 19, 2022 to grab alternate career opportunities.

The Board of Directors has appointed Ms. Trusha Shah (Membership Number: A59416) as a Company Secretary & Compliance Officer of the Company w.e.f. November 10, 2022 who is a Key Managerial Personnel as per Section 203 of the Act. Apart from the said change, there is no other change in the Key Managerial personnel of the Company during the year under review.

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31,2023, are:

1. Mr. Mahendra G. Patel, Managing Director

2. Mr. Darshit A. Shah, Chief Financial Officer

3. Ms. Trusha Shah, Company Secretary & Compliance Officer

4. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations from all the independent directors of the Company in accordance with Section 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have also confirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director''s database as prescribed

under the Act. Further, in terms Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, out of three Independent Directors of the Company as on March 31, 2023, one Independent Director has passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affairs (IICA) and two Independent Directors were exempted from appearing for Online Proficiency Self-Assessment Test as required by IICA.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

5. performance evaluation of the board as whole, committee and individual directors:

Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the board''s functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the directors.

The evaluation is performed by the board, nomination and remuneration committee and independent directors with specific focus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the criteria recommended by the SEBI. The performance evaluation of the chairman and non-independent directors was also carried out by the independent directors. The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Corporate Governance Report.

6. CHANGE(S) IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the FY ended March 31, 2023.

7. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

In terms of the requirements under the Act and SEBI Listing Regulations, the Company has in place a Nomination & Remuneration Policy, inter-alia, detailing the director''s appointment, remuneration, criteria for determining qualifications, attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Nomination & Remuneration Policy of your Company. The said Nomination & Remuneration Policy which can be accessed on the Company web link: https://www. lincolnpharma.com/Investor/Disclosures%20under%20 Regulation%2046%20of%20the%20LODR/13.%20 Nomination%20and%20Remuneration%20Policy.pdf?_ t=1676711629.

8. directors'' responsibility statement:

In accordance with the provisions of Section 134(5) (c) of the Act and based on the information provided by the management, the Directors state that:

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

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

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

d) the annual accounts have been prepared on a going concern basis;

e) the directors had laid down internal financial controls

to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

9. NuMBER OF MEETINGs OF THE BOARD:

During the FY 2022-2023, 6 (six) meetings of the Board of Directors of the Company were held and the details of Board and Committee meetings held are provided in the Report on Corporate Governance, which forms part of this report.

10. secretarial standards:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

11. INTERNAL FINANCIAL CONTROL AND ITs ADEQuACY:

The internal control framework is intended to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is accompanied by internal audit, reviews by the management and documented policies, guidelines and procedures.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The internal audit department of the Company carries out the internal audit of the Company operations and reports its finding to the audit committee.

In this process, the internal audit also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. The internal audit is carried out as per risk based internal audit plan which is reviewed by the audit committee of the Company.

The committee periodically reviews the findings and suggestions for improvement and is apprised of the

implementation status in respect of the actionable items.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which occurred between the financial year ended March 31,2023 to which the financial statements relates and the date of signing of this report.

13. DEPOsITs:

The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

14. particulars OF LOANs, GuARANTEEs OR INVEsTMENTs:

Pursuant to provision of the Section 186 of the Act, Company have not given any guarantee or provided any security during the year under review. The details of loans and investment have been disclosed in notes to the financial statements.

15. subsidiary / joint ventures / associate COMPANIEs:

The Company has only one subsidiary as on March 31, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129 (3) of the Act, the statement containing salient features of the financial statements and performance of subsidiary and its contribution to the overall performance of the Company during the period is attached with the audited financial statements in form AOC-1 forms part of this directors'' report (Annexure - 1). The audited financial statements of subsidiary has also been placed on the website of the Company at www.lincolnpharma.com.

During the year under review, no companies became or

ceased to be the subsidiary, joint ventures or associate companies of the company.

16. INsuRANCE:

The Company has taken adequate insurance to cover the risks to its directors, senior key managerial personnel, employees, property (land and buildings), plant, equipment and other assets.

17. RisK MANAGEMENT POLICY:

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks by Internal Audit Department is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on five elements, viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring (iv) Risk Mitigation; (v) Risk Reporting.

The Company has a risk management policy consistent with the provisions of the Act and the SEBI Listing Regulations. The committee is responsible for assisting the board in understanding existing risks and reviewing the mitigation and elimination plans for those. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks and controls. The said policy and constitution of the committee is available on the website of Company and can be accessed at company web link: https://www. lincolnpharma.com/Investor/Other%20Policies/5.%20 Risk%20Management%20Policy.pdf?_t=1691127263.

18. RELATED PARTY TRANsACTIONs:

All related party transactions are entered into only after receiving prior approval from the Audit Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying the nature, value and terms of the transaction.

During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicable accounting standards, which were in the ordinary course of business and on arms'' length basis and in accordance with the policy on related party transactions of the Company. During the year, there was no material transaction with any related parties as per the related party transactions policy of the Company and/or any other related party transaction entered into by the Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.

The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

In terms of Regulation 23 (9) of the SEBI Listing Regulations, the Company have submitted related party transaction within prescribed time limit with the stock exchange(s) for the each half year. The policy on related party transactions is placed on the Company''s website at https://www. lincolnpharma.com/Investor/Disclosures%20under%20 Regulation%2046%20of%20the%20LODR/6.%20 Policy%20on%20Related%20Party%20Transactions.pdf

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has adopted a CSR Policy incompliance with the provisions of the act inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The Company has spent ''153 Lakhs towards the CSR projects for the Financial Year 2022-23. The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society. The projects have been continuously monitored by the Board on a quarterly basis.

In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 the report on CSR activities along with its annexure as forms part of this directors'' report (Annexure - 2).

20. human resources management:

Lincoln has consistently focused on providing its employees

a work environment that promotes diversity and inclusion, free of any discrimination. It has a robust employee engagement policy that helps it develop and retain a highly motivated team.

Your Company continued to build sustenance around various aspects of employee work life as well as organic ways of enhancing its image as an employer of choice.

21. VIGIL MECHANIsM / WHIsTLE BLoWER PoLICY:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"), under which the Whistle Blower Investigation Committee ("the Committee") has been set up.

The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

The said policy is available on the website of the Company and can be accessed at https://www.lincolnpharma. com/Investor/Disclosures%20under%20Regulation%20 46%20of%20the%20L0DR/5.%20Details%20of%20 establishment%20of%20Whistle%20Blower%20Policy.pdf

22. disclosure under sexual harassment of women at workplace (prevention, prohibition AND REDREssAL) ACT, 2013:

The Company is committed to provide a safe and secure working environment for all employees and create ambience in which all employees can work together without any apprehension of sexual harassment.

In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated and implemented a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review, the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.

23. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as forms part of this directors'' report (Annexure - 3).The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

24. AuDIToRs AND AuDIToRs'' REPoRT:A. statutory AuDIToRs:

M/s. Samir M. Shah & Associates, Chartered Accountants (Firm Registration No.: 122377W) have been appointed as the Statutory Auditors of the Company for a term of five years until the conclusion of 33rd Annual General Meeting of the Company. The Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor''s Report on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2023 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimer made by the statutory auditors in their report.

B. CosT AuDIToR:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records for few of its products and accordingly, such accounts are made and records have been maintained by the Company.

The board of directors on the recommendation of the audit committee, appointed Messrs Kiran J. Mehta & Co., cost accountants (Firm Registration Number 000025), as the cost auditors of the Company to audit the cost records for the financial year ended on March 31, 2024 as per Section 148 of the Act. Messrs Kiran J. Mehta & Co., cost accountants have confirmed that their appointment is within the limits of Section 141 (3) (g) of the Act and have also certified that they are free from any disqualifications specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act.

As per the provisions of the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Messrs Kiran J. Mehta & Co., cost auditors forms part of the notice convening the AGM.

Relevant cost audit report for the year 2021-22 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks.

C. sECRETARIAL AuDIToR:

As required by Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs Vishwas Sharma & Associates, Practicing Company Secretaries (Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial Year 2022-23. The Report of the Secretarial Audit in Form MR - 3 for the financial year ended on March 31,2023, is annexed to this Report (Annexure - 4).

comment of board on secretarial auditors'' observations:

With respect to the observations of the Secretarial Auditors'':

Non Compliance under Regulation 17 of SEBI (LODR) Regulations, 2015 arose without any malafide intention and on account of Company taking fraction into nearest integer as against Stock Exchange taking nearest higher integer in respect requirement of

minimum Independent director on the board being 1 /3rd of total strength.The Company has further remitted the fine on 23.05.2023 to NSE and BSE Limited and intimate to the both exchanges regarding payment confirmation. And from 26th May, 2023 the composition of the Board is in compliance with Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015.

a) ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, Company has undertaken an audit for the financial year ended March 31, 2023 for all applicable SEBI Regulations and circulars / guidelines issued thereunder. The annual secretarial compliance report issued by Messrs Vishwas Sharma & Associates, Practicing Company Secretaries have been submitted to the stock exchanges within prescribed time limit.

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the statutory auditors, cost auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its officers or employees to the audit committee under Section 143 (12) of the Act.

26. Maintenance OF COsT RECORDs sPECIFIED By THE Central GOVERNMENT uNDER sECTION 148 OF THE ACT:

Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the cost audit records maintained by the Company in respect of drug and pharmaceuticals products of the Company are required to be audited by a cost accountant. The audit report of the cost accountant of the Company for the financial year ended March 31, 2023 will be submitted to the relevant authority in due course.

27. THE DETAILs OF APPLICATION MADE OR ANY PROCEEDING PENDING uNDER THE INsOLVENCY AND BANKRuPTCY CODE, 2016:

During the financial year ended on March 31,2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

28. THE DETAILs OF DIFFERENCE BETWEEN AMOuNT OF THE VALuATION DONE AT THE TIME OF ONE TIME sETTLEMENT AND THE VALuATION DONE WHILE TAKING LOAN FROM THE BANKs OR FINANCIAL institutions ALONG WITH THE REAsONs THEREOF:

During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

29. business responsibility and sustainability

REPORT:

Pursuant to the Regulation 34 (2) (f) of the SEBI Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility and Sustainability Report which is forms part of this directors'' report (Annexure - 5).

30. CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE EARNINGs AND OuTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms a part of this Report which as forms part of this directors'' report (Annexure - 6).

31. PROHIBITION OF INsiDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at https://www. lincolnpharma.com/Investor/Other%20Policies/6.%20 Policy%20on%20Code%20of%20Practices%20and%20

Procedures%20for%20Fair%20Disclosure%20of%20

Unpublished%20Price%20Sensitive%20Information.pdf?_

t=1691566912

32. ANNUAL RETURN:

Pursuant to provision of Section 92 (3) read with Section 134 (3) (a) of the Act, the annual return as on March 31, 2023 is available on the website of the Company at https://www. lincolnpharma.com/Investor/Disclosures%20under%20 Regulation%2046%20of%20the%20LODR/23.%20 MGT-7%20Annual%20Return/Final-MGT-7-of-Lincoln-Pharma-for-the-FY-2022-23.pdf?_t=1693568197

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate section on Management Discussion and Analysis Report ("MD&A") forms part of this report as required under Regulation 34 (2) of SEBI Listing Regulations.

34. CoRPoRATE GoVERNANCE REPoRT:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A separate section on corporate governance along with a certificate from the practicing company secretary regarding compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations as forms part of this directors'' report (Annexure -7).

35. AUDIT CoMMITTEE:

The details pertaining to the composition of the audit committee are given in the report on corporate governance forming part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

36. SIGNIFICANT oR MATERIAL oRDER PASSED BY THE REGULAToRS oR CoURTS:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

37. CAUTIoNARY STATEMENT:

The annual report including those which relate to the directors'' report, management discussion and analysis report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forwardlooking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply for Company''s product and services, changes in government regulations, tax laws, forex volatility etc.

38. ACKNoWLEDGEMENTS:

The Board of Directors acknowledges and places on record their sincere appreciation of all stakeholders, customers, vendors, banks, Central and State Governments, and all other business partners, for their continued co-operation and for the excellent support received from them.

The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith in the management of the Company.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the board For Lincoln Pharmaceuticals Limited

Mahendra G. Patel Hashmukh I. Patel

Managing Director Whole-Time Director

DIN:00104706 DIN: 00104834

Ahmedabad, August 10, 2023

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Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

The Directors are pleased to present the 24^th Annual Report, on the business and operations of LINCOLN PHARMACEUTICALS LIMITED together with Audited Financial Statements for the Financial Year Ended on March 31, 2018.

FINANCIAL PERFORMANCE:

The Financial Statements are prepared in accordance with Indian Accounting Standards (IND-AS). In accordance with the notification issued by Ministry Corporate Affairs dated February 16, 2015, the Company has adopted IND-AS with effect from April 01, 2017 being First IND-AS Financial Statement.

(? in Lakhs)

Particulars	For the Year Ended March 31, 2018	For the Year Ended March 31, 2017
Revenue from Operations	32,551.19	30,805.71
Other income	580.38	245.49
Profit before Depreciation and Taxation	4,749.73	3,959.31
less: Depreciation	439.93	385.17
Profit before Taxation	4,309.80	3,574.14
Less: Tax Expenses	1,034.15	833.86
Profit After Tax for the year	3,275.65	2,740.28
Other Comprehensive Income	9.20	(4.06)
Total Comprehensive Income for the period [Comprising Profit for the period (after tax) and Other Comprehensive Income]	3,284.85	2,736.22

STATE OF COMPANY''S AFFAIRS/OPERATIONS:

During the year under review, the Company has performed well. The turnover of the Company during the year under review was Rs, 32,551.19 Lakhs as against Rs, 30,805.71 Lakhs in the previous year. The Profit after Tax has increased to Rs, 3,275.65 Lakhs as against profit after tax of? 2,740.28 Lakhs in previous year representing growth rate of 19.54% during the Financial Year 2017-18. Detailed operational working of your Company is provided in the Management Discussion and Analysis Report forming part of Annual Report.

DIVIDEND AND RESERVES:

Your Directors are pleased to recommend a Dividend of Rs, 1.50 per Equity Share of Face Value of Rs, 10/- Each (i.e.15%) for the Year Ended March 31, 2018 as against a Dividend of Rs, 1.20 per Equity Share of Face Value of Rs, 10/- Each for the Previous Year (i.e. 12%). This is subject to approval of the Members at the ensuring Annual General Meeting.

During the year under review, your Company has transferred a sum of Rs, 50.00 Lakhs to the General Reserve out of the amount available for appropriation for the Year Ended March 31, 2018 [Previous Year transferred a sum of Rs, 50.00 Lakhs].

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed there under, Shri Hashmukh I. Patel [DIN: 00104834] and Shri Munjal M. Patel [DIN: 02319308], Whole-Time Directors retires by rotation at the forthcoming Annual General Meeting and they being eligible offers themselves for re-appointment. The Board recommends their re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and other applicable provisions if any, read with relevant rules framed there under and SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, Shri Ishwarlal A. Patel [DIN: 00217324] and Shri Pirabhai R. Suthar [DIN: 00453047] being eligible for re-appointment as Independent Directors have offered themselves for their reappointment for further term of five consecutive years w.e.f. April 01, 2019. The Board recommended their re-appointment as Independent Directors.

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 the resolution proposing to continue Shri Ishwarlal A. Patel [DIN: 00217324] as an Independent Director and Shri Kishor M. Shah [DIN: 02769085] as a Non-Executive Director on their attaining / crossing the age of 75 years is set out in the Notice convening the Annual General Meeting. The Board recommends to continue to avail their services in the interest of the Company.

There has been no change in the Key Managerial Personnel in the Company during the year under review.

1. Appointment of Independent Director:

In accordance with the provisions of Section 149,161 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, the board of Directors, on the recommendations of the Nomination and Remuneration Committee, had appointed Shri Saurin J. Parikh [DIN: 02136530] as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from March 27, 2018 to hold the office till the conclusion of forthcoming Annual General meeting. The resolution proposing regularization of his appointment is set out in the Notice convening the Annual General Meeting. The Board recommends his appointment as an Independent Director.

2. Independent Directors:

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 and the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

3. Performance Evaluation of the Board, Committees and Independent Directors:

Pursuant to the provisions of the Companies Act, 2013 and Rules framed thereunder read with the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 formal annual evaluation is to be made by the Board of its own performance and that of its Committees and Individual Directors. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. evaluated its own performance, the performance of its committees and Independent Directors [excluding the Director being evaluated].

The performance evaluation of the Chairman and Non-Independent Directors was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process and performance of the Board as a whole.

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Information on Operational and Financial Performance etc. is provided under the Management Discussion and Analysis Report, which is an integral part of this Report.

CHANGE(S) IN THE NATURE OF BUSINESS:

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Pursuant to the requirements of Section 134 and 178 (3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members which is forming part of Corporate Governance Report attached to the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Companies Act, 2013 and based on the information provided by the management, Your Directors confirm that:

(a) in the preparation of the Annual Financial Statement, the applicable accounting standards had been followed and that no material departures have been made for the same;

(b) they have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on March 31, 2018 and of the Profit of the Company for the year under review;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the accounts for the Year Ended March 31, 2018 on a ''going concern'' basis;

(e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

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

NUMBER OF MEETINGS OF THE BOARD:

During the year, the Board of Directors met 8 times on (1) April 17, 2017 (2) May 30, 2017 (3) August 10, 2017 (4) September 14, 2017 (5) November 15, 2017 (6) December 12, 2017 (7) January 31, 2018 and (8) March 27, 2018.

The details of the attendance of the Directors at the Board Meeting and members at the Committee Meetings are mentioned in the Corporate Governance Report which is forming part of the Annual Report.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board of Directors of the Company are responsible for ensuring that Internal Financial Controls have been laid down in the Company and such controls are adequate and operating effectively.

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company''s operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 of the company, to which the Financial Statements relate, i.e. March 31, 2018 and the date of the Report.

DEPOSITS:

During the year under review, the Company did not accept or invite any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies [Acceptance of Deposits] Rules 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Particulars of Loan given, Investment made and Guarantee and Security provided by the Company (if any), during the Financial Year under review and governed by the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

The details specifying the purpose for which the loan or guarantee or security given is utilized / proposed to be utilized by the recipient of the loan or guarantee or security is given in the "Annexure-F" which is attached asan Annexure to this Report.

SUBSIDIARY COMPANIES:

During the year under review, the Company has incorporated a Wholly-Owned Subsidiary Company "Savebux Finance & Investment Private Limited in India with an initial investment of Rs, 2 Crore. The Company is in process of receiving the Certificate of Registration (COR) from Reserve Bank of India for Non-Banking Finance Company (NBFC). As the Company has not yet received its Certificate of registration (CoR) from RBI it has not commenced its operations.

Zullinc Healthcare LLP is a wholly owned subsidiary of the Company which is mainly involved in the business of "Trading in Pharmaceutical Products"

The Company owns 98.58% shares of Lincoln Parenteral Limited (Subsidiary Company) which is mainly involved in the business of "Manufacturing and Trading of Pharmaceutical Products". During the year under review there has been no material change in the nature of the business of subsidiaries of the Company.

There are no associate companies within the meaning of Section 2 (6) of the Companies Act, 2013 ("Act").

Statement containing salient features of Financial Statements of Subsidiaries pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies [Accounts] Rules, 2014 in the prescribed Format AOC-1 is annexed as "Annexure-A" and forms an integral part ofthis Report.

The Audited Financial Statements of Subsidiaries are available on the website of the Company www.lincolnpharma.com and the same are available for inspection by members at Registered Office of the Company during business hours on working days and the Company will also make available these documents upon written request by any Member of the Company interested in obtaining the same.

INSURANCE:

The Company has adequately insured all its property including Plant and Machinery, Buildings, Stock etc., to mitigate risks arising from third party or customer claims, property/casualty, etc.

LISTING:

The entire paid up capital (i.e 2,00,00,000 Equity Shares of the Company) is listed on NSE Limited with symbol "LINCOLN" and on BSE Limited with Script Code 531633. The Company confirms that the Annual Listing Fees of both the Stock Exchanges for the Financial Year 2018-19 have been paid.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated a risk management policy and has a well-defined framework which monitors the risk mitigation plan for the Company. It identifies key risk areas, periodically reviews the risk management plan and ensures its effectiveness. The audit committee is also looking after the area offinancial risks and controls.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

RELATED PARTY TRANSACTIONS:

During the year under review, all the transactions entered with Related Parties were on arm''s length basis and in the ordinary course of business.

As there were no materially significant Related Party Transactions entered with the Related Parties which may have potential conflict with the interest of the Company at large, hence, reporting in Form-AOC-2 is not required.

The Board has approved and adopted Policy on Related Party Transactions, the same has been uploaded on the website of the Company i.e. www.lincolnpharma.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

At Lincoln Pharmaceuticals Limited the Corporate Social Responsibility has been an Integral part of the Company. The Company has always given priority to the progress of society. It believes in core value of empowerment and betterment of not only its employees but also of the society at large and its stakeholders.

The Company has continued on spending in projects like Eradicating Hunger, Preventive Healthcare, Women Empowerment and Girls Education, etc. which is in accordance with the provisions of Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company.

The report on Corporate Social Responsibility Activities along with the annexure as per the Rule (8) of The Companies (Corporate Social Responsibility policies) Rules 2014 is annexed as "Annexure-B" and forms an integral part of this Report.

HUMAN RESOURCES DEVELOPMENT:

The Company believes that the employees of the Company are the real foundation on which the success of the Company depends. It is always proactive with respect to the human resource development activities. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee orientation programmes which has helped the Organization to achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors, Employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company''s code etc. to the Chairman of the Audit Committee. The Policy also provides for adequate safeguard against victimization of the Directors'' / Employees who avail the services of said mechanism. The said Policy is available on the Website of the Company, www.lincolnpharma.com.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under (Prevention of Sexual Harassment Act). There were no complaints received from employees or third party of sexual harassment during the year under review.

PARTICULARS OF EMPLOYEES:

The Disclosure required under Section 197 (12) of the Companies Act, 2013 read Rule 5 (1) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed as "Annexure-G" and forms an integral part of this Report.

The Disclosure required under Rule 5 (2) and 5 (3) of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 pertaining to the top ten names of employees and other particulars of employees also form part of this report. However, in terms of Section 136 (1) of the Companies Act, 2013, the report and the Financial Statements of the Company are being sent to the shareholder and other entities excluding the said annexure. The said information is available for inspection to the members at the registered office of the Company on any working day of the Company (excluding Saturday) during the business hours of the Company upto the date of 24^th Annual General Meeting of the Company. Any member who is interested in availing the copy of the same may write to the Company Secretary of the Company at [e-mail].

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143 (12) of the Act and Rules framed there under.

AUDITORS: 1. STATUTORY AUDITORS:

At the 23^rd Annual General Meeting of the Company the members approved the appointment of J.T. Shah & Co. Chartered Accountants (FRN: 109616W) as the Statutory Auditors of the Company to hold the office from the conclusion of 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting subject to ratification of appointment by the members at every Annual General Meeting.

On May 07, 2018 the provisions of Section 139 of the Companies Act, 2013 is amended where the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting is done away with. Accordingly the resolution for the ratification of appointment of Statutory Auditors is not proposed in the Notice of the Annual General Meeting.

There were no qualifications, reservations or adverse remarks in the Audit Report of M/s. J. T. Shah & Co. which required the comments of the management under Section 134 of the Companies Act, 2013.

2. COST AUDITOR:

As per the requirement of Central Government and Pursuant to Section 148 (3) of the Companies Act, 2013 read with the Companies [Cost Records and Audit] Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Kiran J. Mehta & Co., Cost Accountants, [FRN: 000025] as Cost Auditor of the Company to audit the Cost Records for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking members'' approval for the ratification of remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

3. SECRETARIAL AUDITOR:

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. Rahul Agarwal & Associates, Practicing Company Secretaries [COP: 13202], to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure-C" and forms an integral part of this Report.

With regard to the Qualifications in Secretarial Audit Report in MR-3:- The Company is in process of appointing the Chief Financial Officer in the Company.

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

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies [Accounts] Rules, 2014 is annexed as "Annexure-D" and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN:

The Extracts of Annual Return in the prescribed Form MGT-9 as required under Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies [Management and Administration] Rules, 2014, is annexed as "Annexure-E" and forms an integral part of this Report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUS

DISCUSSION & ANALYSIS:

As per Regulation 34 read with Schedule V of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, a separate report on corporate governance and Management Discussion and Analysis Report, forms an integral part of this Report.

AUDIT COMMITTEE:

The Company has in place Audit Committee in terms of requirements of the Companies Act, 2013 read with rules framed thereunder and Regulation 18 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015. The details pertaining to the Audit Committee are given in the Corporate Governance Report which forms an integral part of this Reports.

SIGNIFICANT OR MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

As on date of this report, there were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the staunch commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. Your Directors also sincerely thank all the stakeholders, business partners, Government and other statutory bodies, banks, financial institutions, and shareholders for their continued assistance, cooperation and support.

FOR AND ON BEHALF OF THE BOARD

FOR LINCOLN PHARMACEUTICALS LIMITED

M. G. Patel H. I. Patel

Place : Ahmedabad Managing Director Whole-time Director

Date : May 30,2018 DIN: 00104706 DIN: 00104834

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2014 are briefly indicated below:

(Rs. in lacs) Year Year 2013-2014 2012-2013

Profit Before Depreciation and Taxation 1482.34 1340.53

Less : Depreciation 227.94 207.94

Less : Provision for Taxation - Current / F.B.T 266.08 225.00

Less : Deferred Tax -154.44 -73.68

Profit after Taxation 1142.76 981.28

Add : Balance brought forward 2971.74 2154.96

Profit available for Appropriation 4114.50 3136.24

APPROPRIATION

1. Proposed Dividend 97.86 97.86

2. Dividend Tax 16.63 16.63

3. General Reserve 50.00 50.00

Net Balance carried to Balance sheet 3950.01 2971.75

OPERATIONS

During the year under review, your company has performed well and achieved total revenue of Rs. 20,991.35 lacs (Previous year Rs.19,638.87 lacs). There is increase in net profit from previous year of Rs. 981.27 lacs to Rs.1142.76 lacs in the year under review. Further details are given in Management Discussions and Analysis Report, which forms part of Annual Report.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend of Rs.0.60 (@6%) per equity share of face value of Rs.10/- each of the Company for the year ended 31-03-2014. (Previous year @6%).

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Arvindbhai G. Patel (holding DIN: 00104885) and Shri Kishor M. Shah (holding DIN: 02769085) retires by rotation at the ensuing Annual General Meeting and they being eligible offers themselves for re-appointment. Your Directors recommended their re-appointment.

Shri Maganbhai R. Patel and Shri Iswarlal A. Patel, Directors of the Company, who retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies act, 1956 are being appointed as an Independent Directors at this meeting for the term of five Consecutive years pursuant to the provisions of the Companies Act 2013.

Pursuant to the provisions of the Companies Act 2013, Shri Pirabhai R. Suthar whose period of office is liable to determination by retirement by rotation under the erstwhile applicable provisions of the Companies act, 1956 is being appointed as an Independent Director at this meeting for the term of five Consecutive years.

Notices under section 160 of the Companies Act, 2013 have been received from the members signifying their intention to propose candidature of aforesaid Directors as Independent Directors.

Necessary resolutions have been proposed for their re-appointment in the ensuing Annual General Meeting. The Board has recommended their reappointment for consideration of shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31.03.2014 and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY:

Company has two subsidiaries namely M/s. Zullinc Healthcare Limited (WOS)and M/s. Lincoln Parenteral Limited .

Pursuant to the provision of Section 212(8) of the Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31.03.2014 is included in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Annual Accounts of the subsidiary companies are also kept ready for inspection by any shareholders of the Company at registered office of the Company and of the concerned subsidiary companies. The Company will furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

INSURANCE :

The Company has taken adequate insurance to cover its assets.

LISTING :

Company''s Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2014-2015 to both the Stock Exchanges.

HUMAN RESOURCES

To enhance the effectiveness and efficiency of human resources towards better productivity and competitiveness, the company during the year undertook focused recruitment.

Company''s industrial relations continued to be harmonious during the year under review.

EMPLOYEES :

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT :

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2015. The Audit report of the cost accounts of the Company for the year ended March 31, 2014, will be submitted to the Central Government in due course. Due date for filing the Cost audit report by Cost auditor is 30th September, 2014.

STATUTORY AUDITORS :

The Company''s Auditors M/s. Chandulal M. Shah & Co. Chartered Accountants, (Firm Registration Number: 101698W) Ahmedabad will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

AUDITORS'' OBSERVATIONS :

The Company is in process of updating the records of fixed assets for the year 2013-14 and Auditors Observation is self explanatory.

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

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors also place on record their sincere appreciation for the significant contribution made by the employees at all levels through their dedication hard work and commitment and look forward to their continued support.

For and on behalf of the Board For Lincoln Pharmaceuticals Limited.

Place : Ahmedabad Mahendra G. Patel Hasmukhbhai I. Patel Date : 14th August,2014 (Managing Director) (Whole-Time Director)

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Mar 31, 2011

The Directors present the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2011 are briefly indicated below:

(Rs. in lacs)

Year Year 2010-2011 2009-2010

Profit Before Depreciation and Taxation 969.73 923.97

Less : Depreciation 166.68 116.05

Less : Provision for Taxation – Current / F.B.T 141.00 140.00

Less : Deferred tax Expense 52.93 63.42

Less : Short provision of Tax earlier year 37.63 27.36

Profit after Taxation 571.49 577.14

Less : Prior year adjustment 168.34 —

Add : Balance brought forward 1,582.66 1,214.32

Profit available for Appropriation 1,985.81 1,791.46

APPROPRIATION

1. Proposed Dividend 97.86 135.73

2. Dividend Tax 15.88 23.07

3. General Reserve 50.00 50.00

Net Balance carried to Balance sheet 1,822.07 1,582.66

OPERATIONS

During the year under review, your company has performed well. Total sales have increased from Rs. 12,321.80 lacs to Rs. 17,448.64 lacs which show increase of 41.60 %. The Company has earned net profit of Rs.571.49 lacs( previous year of Rs. 577.14 lacs). Further details are given in management discussions and analysis Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend @ 6% for the year ended 31-03-2011. (Previous year -12%).

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

ALLOTMENT OF SHARES:

During the year under review, the company has allotted 5,000,000 Equity shares of Rs.10/- for cash at premium of Rs.31/- per share by way of preferential allotment.

DIRECTORS

Shri Maganbhai Patel and Shri Ishwarlal Patel, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY :

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary Company is annexed herewith.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

Company's Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2011-2012 to both the Stock Exchanges. EMPLOYEES :

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2012.

AUDITORS :

The Company's Auditors M/s. Chandulal M. Shah & Co. Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

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

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT :

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company.

Your Directors further places on records the contribution of employees of the Company at all levels and other business associates for their commitment, dedication and respective contribution to the Company's operations during the year under review.

Place:Registered office For and on behalf of the Board

"LINCOLN HOUSE" For Lincoln Pharmaceuticals Limited.

B/h. Satyam Complex,

Science City Road, Sola,

Ahmedabad. Mahendra G. Patel Hasmukhbhai I. Patel

Date :30th May, 2011 (Managing Director) (Whole-Time Director)

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2010 are briefly indicated below:

(Amount in Lacs)

2009-2010 2008-2009

Profit Before Depreciation and Taxation 923.97 752.59

Less: Depreciation 116.05 86.27

Less: Provision for Taxation - Current/F.B.T. 140.00 165.00

Less/Add: Provision for Taxation - Deferred 63.42 70.44

Profit after Taxation 604.50 430.88

Add: Balance brought forward 1214.32 910.76

Less: Income tax Written off of earlier year 27.36 0.00

Less/Add : Short deferred tax provision of earlier year 0.00 4.53

Profit available for Appropriation 1791.46 1346.17

APPROPRIATION

1. Proposed Dividend 135.73 91.33

2. Dividend Tax 23.07 15.52

3. General Reserve 50.00 25.00

Net Balance carried to Balance sheet 1582.66 1214.32

OPERATIONS

During the year under review, your company has performed very well. Total sales have increased from Rs. 11401.77 lacs to Rs. 12358.82 lacs which shows increase of 8.39%. The Company has earned net profit of Rs. 604.50 lacs as against Profit of Rs. 430.88 lacs of previous year. Further details are given in management discussions and analysis Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend @ 12% for the year ended 31 -03-2010. (Previous year -12%).

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Pirabhai R. Suthar and Shri Kishorbhai M. Shah, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY :

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary Company is annexed herewith.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2010-2011 to both the Stock Exchanges.

EMPLOYEES :

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2011.

AUDITORS:

There is a proposal to appointment M/s. Chandulal M. Shah & Co., Chartered Accountants, Ahmedabad as the auditors of the Company in place of M/s. Rajendra Natverlal Shah & Co., Chartered Accountants, Ahmedabad, who are retiring at the forthcoming Annual General Meeting. We take this opporunity to thank M/s. Rajendra Natverlal Shah & Co., Chartered Accountants, for their co-operation & undertaking.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors places on records their appreciation for the assistance and co-operation extended by Medical Professionals, stockists, dealers and employees of the Company at all level and other business associates for their commitment, dedication and respective contribution to the Companys operations during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE : AHMEDABAD MAHENDRA G. PATEL HASMUKHBHAI I.PATEL

DATE : 19-08-2010 (MANAGING DIRECTOR) (WHOLE-TIME DIRECTOR)

---

Mar 31, 2009

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31st March, 2009 are briefly indicated below:

(Amount in Lacs) 2008-2009 2007-2008

Profit Before Depreciation and Taxation 752.59 722.69

Less: Depreciation 86.27 70.67

Less: Provision for Taxation - Current/F.B.T. 165.00 180.00

Less/Add: Provision for Taxation-Deferred 70.44 5.76

Profit after Taxation 430.88 466.26

Add: Balance brought forward 910.76 577.98

Less: Income tax Written off of earlier year 0.00 0.00

Less/Add : Short defer tax provision of earlier year 4.53 1.63

Profit available for Appropriation 1346.17 1042.61

APPROPRIATION

1. Proposed Dividend 91.33 91.33

2. Dividend Tax 15.52 15.52

3. General Reserve 25.00 25.00

Net Balance carried to Balance sheet 1214.32 910.76

OPERATIONS

During the year under review, your company has performed very well. Total sales have increased from Rs. 8891.52 lacs to Rs. 11401.77 lacs which shows increase of 28%. The Company has earned net profit of Rs. 430.88 lacs as against Profit of Rs. 466.26 lacs of previous year. Profit is decreased on account of higher differ tax provision and trading loss on Securities. Further details are given in management discussions and analysis Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIVIDEND

Your Directors are pleased to recommend a payment of dividend @ 12% for the year ended 31 -03-2009. (Previous year -12%).

DEPOSITS

The Company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS

Shri Mihir V. Patel and Shri Arvind G. Patel, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

SUBSIDIARY COMPANY:

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary Company is annexed herewith.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has already paid the listing fees for the year 2009-2010 to both the Stock Exchanges.

EMPLOYEES:

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies ( Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

COST AUDIT

M/s. Kiran J. Mehta & Company Cost Accountants, Ahmedabad, have been appointed to conduct cost audit for the year ended 31-03-2009.

AUDITORS:

The Companys Auditors M/s. Rajendra N. Shah & Co., Chartered Accountants will retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

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

Particulars to be given in respect of the above activity under the Companies ( Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

ACKNOWLEDGEMENT:

The Board is thankful to its bankers for their continued support and assistance which has played important role in progress of the Company. Your Directors places on records their appreciation for the assistance and co-operation extended by Medical Professionals, stockists, dealers and employees of the Company at all level and other business associates for their commitment, dedication and respective contribution to the Companys operations during the year under review.

FOR AND ON BEHALF OF THE BOARD

PLACE : AHMEDABAD MAHENDRAG. PATEL HASMUKHBHAI I. PATEL

DATE : 31-08-2009 (MANAGING DIRECTOR) (WHOLE-TIME DIRECTOR)