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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Nath Bio-Genes (India) Ltd.

Mar 31, 2025

The Directors of the Company are pleased to present the Annual Report together with the Audited
Accounts of your Company for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS

(Rs in Lacs)

Sr. ___________ 31.03.2025 31.03.2024 31.03.2025 31.03.2024 PARTICULARS No (Standalone) (Standalone) (Consolidated) (Consolidated)
1	Sales	36230.81	33,262.49	36490.82	33,262.49
2	Profit before Interest & Depreciation	5702.13	5103.75	5434.40	5038.83
3	Interest	964.61	910.19	1048.38	911.12
4	Depreciation	379.05	326.12	381.61	326.12
5	Profit Before Tax & Exceptional items	4358.45	3,867.44	4004.42	3,811.59
6	Exceptional Items (Income)	54.03	344.88	54.03	344.88
7	Tax Provision (Net of Deferred Tax)	198.47	194.61	198.47	194.61
8	Profit After Tax	4214.01	4,017.71	3859.97	3,961.85
9	Other Comprehensive Income	-33.04	92.77	-33.05	92.77
10	Profit available for Appropriation	4180.97	4,110.47	3826.93	4,054.62

2. COMPANY''S PERFORMANCE AND OPERATION.

Revenue from operations during the financial year ended 31st March 2025 was ^36,230.81
lakhs, compared to ^33,262.49 lakhs in the previous year, representing an increase of 8.19%.
The Standalone Profit After Tax for the year under review was ^4,214.01 lakhs, reflecting a
4.65% increase over the previous year. This improvement was driven by a better product mix,
effective cost management, and increased sales.

3. DIVIDEND.

In view of the proposed growth plan, the Directors have recommended a dividend for the
financial year 2024-25 of Rs. 2/-(i.e., 20%) per equity share of the nominal value of Rs. 10.00 per
share fully paid up, subject to approval of shareholders in the upcoming Annual General
Meeting of the Company.

4. DEPOSITS.

The company has not accepted any public deposits during the year under review.

5. SHARE CAPITAL.

The paid-up equity share capital as on 31st March 2025 was Rs. 190040000/- divided into
19004000 equity shares of face value of 10/- each. There was no public issue, rights issue,
bonus issue, or preferential issue during the year. The Company has not issued shares with
differential voting rights, sweat equity shares, nor has it initiated any stock option schemes

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2024-25 containing complete Balance Sheet, Statement of
Profit & Loss, other statements, and notes thereto, prepared as per the requirements of
Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion
and Analysis, Corporate Governance Report) are being sent via email to all shareholders who
have provided their email address(es). The full version of Annual Report 2024-25 is also
available for inspection at the registered office of the Company during working hours up to the
date of ensuing Annual General Meeting (AGM). It is also available at the Company''s website at
www.nathbiogenes.com.

7. TRANSFER TO RESERVES.

The entire profit earned during the FY25 available after appropriation was transferred to
retained earnings.

8. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under
Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards)
Rules, 2015. In pursuance of the said notification, your Company has prepared the financial
statements to comply in all material respects, in accordance with the applicability of Indian
Accounting Standards.

9. CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the relevant provisions of Section 133 of the Companies Act, 2013 and Ind
As-110 on Consolidated Financial Statements, read with the Accounting Standard AS-23 on
Accounting for Investments in Associates, your Directors are pleased to attach the consolidated
financial statements with Nath Bio-Genes (CA), Uzbekistan, for the financial year ended March
31, 2025, which forms part of the Annual Report.

10. ANNUAL SECRETARIAL COMPLIANCE REPORT.

The Company has undertaken an audit for the financial year 2024-25 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/S Neha P
Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the
specified time. And it is available on the Company''s website i.e. www.nathbiogenes.com

11. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 30^th June 2022, M/s Gautam N Associates, Chartered
Accountants, were appointed as the Statutory Auditors of the Company to hold office till the
conclusion of Annual General Meeting to be held in year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on
disclosure by the statutory auditors in their report. They have not reported any incident of
fraud to the Audit Committee of the Company during the year under review. Pursuant to
Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules,
2014, the Company at its Annual General Meeting (AGM) held on 30^th June 2022, had
appointed M/s Gautam N Associates, Chartered Accountants as Statutory Auditors to hold
office from the conclusion of Annual General Meeting to be held in year 2027, subject to
ratification by shareholders every year, as may be applicable. However, the Ministry of
Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement
under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies
(Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by
shareholders at every subsequent AGM.

12. AUDITORS'' REPORT.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments. The Auditors'' Report does not contain any qualification,
reservation, or adverse remark.

13. INTERNAL AUDITORS.

The Board of Directors of the Company had appointed M/s M.K. Ghatiya and Associates,
Company Secretaries, as Internal Auditors to conduct Internal Audit of the Company for the
financial year ended 31st March 2025. The Internal Audit reports are being reviewed by the
Audit Committee of the Company.

14. COST AUDITORS.

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly
no such audit is required to be conducted.

15. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as
Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended
31st March 2025. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing
Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure - V.

16. SUBSIDIARIES/ JOINT VENTURES

Joint Venture Nath Bio-Genes CA,: A Joint Venture with 90% stake holding has been duly
incorporated & registered under the statute of Republic of Uzbekistan.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control
(IFC) means the policies and procedures adopted by the company for ensuring the orderly and
efficient conduct of its business, including adherence to 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 information. Rule
8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial statements to be disclosed in the
Board''s report. The Company has a well-placed, proper, and adequate IFC system which
ensures that all assets are safeguarded and protected and that the transactions are authorised,
recorded, and reported correctly. The Internal Auditors are an integral part of the internal
control system of the Company. To maintain its objective and independence, the Internal
Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and
evaluate the efficacy and adequacy of internal control systems in the Company.

18. DIRECTORS'' RESPONSIBILITY STATEMENT.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of
Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors, and has
applied them consistently and made judgments and estimates that are reasonable and
prudent, to give a true and fair view of the state of affairs of the company as of 31^st March
2025 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities, to the best of its knowledge and
ability. There are, however, inherent limitations, which should be recognized while relying on
any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating efficiently.

vi. 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.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL
Director Retires by rotation

4- Ms. Jeevanlata Kagliwal (DIN 02057459) retires by rotation under Section 152 of the
Companies Act, 2013 and being eligible, offers herself for re-appointment.

Key Managerial PERSONNEL

-I- Mr. Devinder Khurana has relinquished from the position of Chief Financial Officer on 23^rdOctober 2024.

-I- Mr. Amol Gupta has been appointed as Chief Financial Officer of the Company in the Board
meeting held on 23^rd October 2024.

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:

Mr. Satish Kagliwal-Managing Director
Mr. Amol Gupta- Chief Financial Officer
Mr. Dhiraj Rathi- Company Secretary

20. DECLARATION OF INDEPENDENT DIRECTOR.

The Independent Directors have submitted the declaration of independence, as required under
Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence
as provided in sub-section (6) of Section 149.

21. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.

The details of the familiarization program for the Independent Directors are provided in the
Report on Corporate Governance.

22. NUMBER OF MEETINGS OF THE BOARD.

Four meetings of the Board were held during the year. The dates on which the Board meetings
were held are 08^th May 2024, 07^th August 2024, 23^rd October 2024, and on 23^rd January 2025,
the details of attendance of Board meetings and Committee meetings held during the Financial
Year 2024-25 are provided in the Corporate Governance Report.

23. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS.

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015,
the Board, in consultation with its Nomination & Remuneration Committee, has formulated a
framework containing, inter-alia the criteria for performance evaluation of the entire Board of
the Company, its Committees and Individual Directors, including Independent Directors.
Detailed information in this regard has been provided in the Corporate Governance Report.

24. CHANGES IN NATURE OF BUSINESS.

There is no change in the nature of business of the company during the year under review.

25. MANAGEMENT DISCUSSION & ANALYSIS.

The Management Discussion and Analysis is provided separately in the Annual Report.

26. CORPORATE GOVERNANCE REPORT.

The detailed report for the Corporate Governance report has been separately given as part of
Annual Report.

The Certificate issued by M/s Neha P Agrawal, Practicing Company Secretary, Chhatrapati
Sambhajinagar, with respect to Compliance with the condition of corporate governance report
is annexed to the Report.

27. PARTICULARS OF EMPLOYEE.

The total number of employees of the Company as on 31st March 2025 was 451. Other details
are provided separately in Annexure-I.

28. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered with Related Parties for the year under review were on arm''s length
basis and in the ordinary course of business. There are no material related party transactions
during the year under review with the Promoters, Directors, or Key Managerial Personnel. The
Company has developed a Related Party Transactions framework through standard operation
procedures for the purpose of identification and monitoring of such transactions. All Related
Party Transactions are placed before the Audit Committee as also to Board for approval. The
particulars of contracts or arrangements entered by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2
and is set out as Annexure -II and forms part of this report.

29. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES,
2014.

Provided Separately as Annexure III.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.

The loans given or guarantees provided, or investments made by the Company during the
financial year 2024-25 as per Section 186 of the Companies Act, are disclosed in the Balance
Sheet and Audit Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year under review are set
out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer
to the Corporate Governance Report, which is a part of this report.

32. HUMAN RESOURCE MANAGEMENT

Significant work in Research & Development, Supply chain, Marketing etc. was successfully
undertaken at Nath Bio-Genes successfully. We work as team by aligning objectives with
organizational strategy to drive business outcomes successfully and personal motivation. This
success was possible, we strive to on board the right people, with right skills and knowledge, at
right time. The individual talent of employees was effectively utilized through strategic human
resource initiatives driven to achieve business goals. Today, Nath Bio-Genes strength of 451-
member strong work force drives our growth effectively and efficiently.

33. DIVIDEND DISTRIBUTION POLICY.

Pursuant to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the board has approved and adopted the Dividend Distribution Policy and
the same is available at Companies website and provided as Annexure-VI to the Annual Report.

34. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company has its
Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in
line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays
down guidelines, which advise Designated Persons on the procedures to be followed and
disclosures to be made in dealing with the shares of the Company and cautions them on
consequences of non-compliances. The Company has also updated its Code of practices and
procedures of fair disclosures of unpublished price sensitive information by including a policy
for determination of legitimate purposes.

35. MATERIAL CHANGES AND COMMITMENTS.

There are no material changes and commitments in the business operations of the Company
from the financial year ended March 31, 2025, to the date of signing of the Director''s Report.

36. RISK ASSESSMENT AND MANAGEMENT.

The Company is exposed to various business risks. These risks are driven by external factors like
economic environment, competition, regulations etc. The Company has laid down a well-
defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted
to identify, evaluate, manage, and monitor business and non-business risks. The Audit
Committee and Board periodically review the risks and suggest steps to be taken to
manage/mitigate the same through a properly defined framework. During the year, a risk
analysis and assessment was conducted, and no major risks were noticed, which may threaten
the existence of the Company.

37. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal
Complaints Committee. The following is a summary of sexual harassment complaints received
and disposed of during the year

No. of complaints received: Nil

No. of complaints disposed of: Nil

38. ENVIRONMENTAL SAFETY.

The Company is conscious of the importance of environmentally clean and safe operations. The
Company''s policy requires conduct of operations in such a manner, to ensure safety of all
concerned, compliances with environmental regulations and preservation of natural resources.

39. WHISTLE BLOWER POLICY.

The Company has a vigil mechanism named Whistle Blower Policy/Vigil Mechanism to deal with
instances of fraud and mismanagement, if any.

The Whistle Blower Policy/Vigil Mechanism has been formulated by the Company with a view
to provide a mechanism for directors and employees of the Company to approach the Ethics
Counsellor/Chairman of the Audit Committee of the Board to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Code of Conduct or ethics
policy or any other unethical or improper activity including misuse or improper use of
accounting policies and procedures resulting in misrepresentation of accounts and financial
statements and incidents of leak or suspected leak of unpublished price sensitive information.
The Company is committed to adhere to the highest standards of ethical and legal conduct of
business operations and in order to maintain these standards, the Company encourages its
employees who have genuine concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment The Whistle Blower

Policy/Vigil Mechanism also provides safeguards to ensure that employees availing the
mechanism are not subject to victimization or unfair treatment. The Company affirms that no
personnel have been denied access to the Audit Committee or the whistle blower reporting
mechanism.

40. COMMITTEE OF THE BOARD

Currently the Board has Five Committees:

1. Audit Committee.

2. Stakeholders'' Relationship Committee,

3. Nomination & Remuneration committee.

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the Board and its committees, composition, and compliances, as per the
applicable provisions of the Act and Rules, is provided under the Corporate Governance Report.

41. EXTRACT OF ANNUAL RETURN.

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract
of the annual return for FY 2025 in the prescribed Form No. MGT-9, is uploaded on Company''s
website www.nathbiogenes.com.

42. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT.

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22
and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall
submit the Business Responsibility and Sustainability Report, but our Company is not among
the top 1000 Company therefore requirement of BRSR is Not Applicable to us.

43. STOCK EXCHANGES.

The Company''s Shares are listed on BSE Limited and National Stock Exchange of India Limited.

44. GREEN INITIATIVE.

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance
by allowing paperless compliance by the Companies and permitted the service of Annual
Reports and other documents to the shareholders through electronic mode subject to certain
conditions and the Company continues to send Annual Reports and other communications in
electronic mode to those members who have registered their email ids with their respective
depositories. Members may note that Annual Reports and other communications are also made
available on the Company''s website;

45. INSURANCE.

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is
adequately insured.

46. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Your directors accord
their appreciation of the support and co-operation of all employees and count on them for the
accelerated growth of the Company.

47. ACKNOWLEDGEMENTS.

The Directors place on record their sincere appreciation for the dedication, hard work, and
commitment of the employees at all levels and their significant contribution to your Company''s
growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support
and encouragement. Your directors thank the Banks, Financial Institutions, Government
Departments and Shareholders and look forward to having the same support in all our future
endeavors.

For and on behalf of the Board of Directors

29^th April 2025
Registered Office:

Nath House,

Nath Road

(Chhatrapati Sambhajinagar) Managing Director Director

Aurangabad-431005 Satish Kagliwal Jeevanlata Kagliwal

DIN: 00119601 DIN: 02057459

Mar 31, 2024

The Directors of the Company are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

(Rs in Lacs)

Sr. No	PARTICULARS	31.03.2024 (Standalone)	31.03.2023 (Standalone)	31.03.2024 (Consolidated)	31.03.2023 (Consolidated )
1	Sales	33,262.49	30,129.15	33,262.49 30,136.37
2	Profit before Interest & Depreciation	5,103.75	4,959.59	5,048.83	5,139.39
3	Interest	910.19	1,026.57	911.12 1,026.57
4	Depreciation	326.12	301.23	326.12	301.23
5	Profit Before Tax & Exceptional items	3,867.44	3,631.80	3,811.59	3,811.59
6	Exceptional Items (Income)	344.88	-	344.88	-
7	Tax Provision (Net of Deferred Tax)	194.61	115.29	194.61	115.29
8	Profit After Tax	4,017.71	3,516.51	3,961.85	3,696.30
9	Other Comprehensive Income	92.77	2.06	92.77	-2.06
10	Profit available for Appropriation	4,110.47	3,518.56	4,054.62	3,504.72

2. COMPANY''S PERFORMANCE AND OPERATION.

Income from operations during the financial year ended 31^st March 2024 was at Rs. 33262.49 Lacs as against Rs. 30129.15 Lacs representing an increase of 10.43 % over the previous year. Standalone Profit after Tax for the year under review was Rs 4017.71 which is higher by almost 14% as compared to last year. This was achieved by the company through better product mix, effective cost management and increase in sales.

3. DIVIDEND.

In view of the proposed growth plan, the Directors have recommended a dividend for the financial year 2023-24 of Rs. 2/-(i.e., 20%) per equity shares of the nominal value of Rs. 10.00 per share fully paid up, subject to approval of shareholders in the upcoming Annual General Meeting of the Company.

4. DEPOSITS.

The company has not accepted any public deposits during the year under review.

5. SHARE CAPITAL.

The paid-up equity share capital as on 31st March 2024 was Rs.190040000/- divided into 19004000 equity shares of face value of 10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. FINANCIAL STATEMENT.

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements, and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). The full version of Annual Report 2023-24 is also available for inspection at the registered office of the Company during working hours up to the date of the ensuing Annual General Meeting (AGM). It is also available at the Company''s website at www.nathbiogenes.com.

7. TRANSFER TO RESERVES.

The entire profit earned during the FY24 available for appropriation was transferred to retained earnings.

8. CONSOLIDATED FINANCIAL STATEMENT:

In compliance with the relevant provisions of Section 133 of the Companies Act, 2013 and Ind As-110 on Consolidated Financial Statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements with JV- Nath Bio-Genes CA LLC, Uzbekistan, for the financial year ended March 31, 2024, which forms part of the Annual Report.

9. ANNUAL SECRETARIAL COMPLIANCE REPORT.

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/S Neha P Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within the specified time. This can be available on Companies website i.e., www.nathbiogenes.com

10. STATUTORY AUDITORS AND AUDITORS REPORT.

At the Annual General Meeting held on 30^th June 2022, M/s Gautam N Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2027.

Annual General Meeting to be held in year 2024, subject to ratification by shareholders every year, as may be applicable. However, the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

11. AUDITORS'' REPORT.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, or adverse remark.

12. INTERNAL AUDITORS.

The Board of Directors of the Company has appointed M/s M.K. Ghatiya and Associates, as Internal Auditors to conduct Internal Audit of the Company for the financial year ended 31st March 2024. The Internal Audit reports are being reviewed by the Audit Committee of the Company.

13. COST AUDITORS.

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

14. SECRETARIAL AUDIT REPORT.

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2024. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure - VI.

15. SUBSIDIARIES.

The details of the subsidiaries company as of 31 March 2024 is as under: -

JV- Nath Bio-Genes CA LLC, Uzbekistan,:- A Joint Venture with 90% stake holding as JV- Nath Bio-Genes CA LLC, Uzbekistan, has been incorporated & registered under the statute of Republic of Uzbekistan.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.

report. The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

17. DIRECTORSâ RESPONSIBILITYSTATEMENT.

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors, and has applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the company as of 31^st March 2024 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

18. DIRECTORS & KEY MANAGERIAL PERSON Director Retires by rotation

-I- Ms. Jeevanlata Kagliwal (DIN 02057459) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

Key Managerial Person

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Satish Kagliwal-Managing Director Dr. Devinder Khurana- Chief Financial Officer Mr. Dhiraj Rathi- Company Secretary

19. DECLARATION OF INDEPENDENT DIRECTOR.

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub section (6) of Section 149.

20. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR.

The details of the familiarization program for the Independent Directors are reported in the Report on Corporate Governance.

21. NUMBER OF MEETINGS OF THE BOARD.

Four meetings of the Board were held during the year. The dates on which the Board meetings were held are 22^nd April 2023, 10^th August 2023, 16^th October 2023, and on 18^th January 2024, the details of attendance of Board meetings and Committee meetings held during the Financial Year 2023-24 form part of the Corporate Governance Report.

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS.

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Detailed information in this regard has been given in the Corporate Governance Report.

23. MANAGEMENT DISCUSSION & ANALYSIS.

The Management Discussion and Analysis has been given separately in the Annual report.

24. PARTICULARS OF EMPLOYEE.

The overall employees of the Company as on 31^st March 2024 is 423 and other details is given separately in Annexure-I.

25. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No. AOC - 2 and is set out as Annexure -II and forms part of this report.

26. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014.

Given Separately as Annexure III

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The loan given or guarantee provided, or investment made by the Company during the financial year 2023-24 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR).

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

29. HUMAN RESOURCE MANAGEMENT

The great task of Research & Development, Supply chain, Marketing etc. was done at Nath BioGenes successfully. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals. Today Nath Bio-Genes strength of 423-member strong work force drives our growth effectively and efficiently.

30. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the board has approved and adopted the Dividend Distribution Policy and the same in available at Companies website and provided as Annexure-VII to the Annual Report.

31. INSIDER TRADING CODE.

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair

disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

32. MATERIAL CHANGES AND COMMITMENTS.

There are no material changes and commitments in the business operations of the Company from the financial year ended March 31, 2024, to the date of signing of the Director''s Report.

33. RISK ASSESSMENT AND MANAGEMENT.

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.

34. POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE.

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints'' Committee. The following is a summary of sexual harassment complaints received and disposed of during the year

No. of complaints received: Nil

No. of complaints disposed of: Nil

35. ENVIRONMENTAL SAFETY.

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

36. COMMITTEE OF THE BOARD

Currently the Board has Five Committees:

1. Audit Committee.

2. Stakeholders'' Relationship Committee,

3. Nomination & Remuneration committee.

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the Board and its committees, composition, and compliances, as per the applicable provisions of the Act and Rules is provided under the Corporate Governance Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -III to this Report.

38. EXTRACT OF ANNUAL RETURN.

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract of the annual return for FY 2024 is given in Annexure-V in the prescribed Form No. MGT-9, which is a part of this report. And will be uploaded on Companies website www.nathbiogenes.com.

39. BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report. However, our Company is not under the top 1000 Company and hence the requirement of BRSR is not applicable to us.

40. INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc., is adequately insured.

41. INDUSTRIAL RELATION.

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

42. ACKNOWLEDGEMENTS.

The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

Mar 31, 2018

Directors Report

The Directors are pleased to present the 24^th Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. No	PARTICULARS	YEAR ENDED
Sr. No	PARTICULARS	31.03.2018	31.03.2017
1.	Sales	19165.08	16986.85
2.	Profit before Interest & Depreciation	4131.47	2944.09
3.	Interest	1030.96	965.71
4.	Depreciation	95.07	303.04
5.	Profit Before Tax & Extra-ordinary items	3005.45	1675.34
6.	Tax Provision (Net of Deferred Tax)	63.60	47.10
7.	Profit After Tax	2941.85	1628.25
8.	Extra-Ordinary Items	0	0
9.	Profit available for Appropriation	2941.85	1628.25
10	Balance carried to Balance Sheet	2941.85	1628.25

FINANCIAL HIGHLIGHTS AND OPERATIONS

Income from operations during the financial year ended 31^st March 2018 was at Rs 19165.08 Lacs as against Rs 16972.56 Lacs representing an increase of approximately 12.83% over the previous year. Profit after Tax for the year under review amounted to Rs 2941.85 Lacs as against Rs 1628.25 Lacs in the previous year representing an increase of 80.68 %. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.

RESEARCH & DEVELOPMENT & NEW PRODUCTS

Research and Product Development programs at the NBIL have constantly undergone major scientific up-gradation over the last few years. Advance breeding strategies, with novel genetic resources, gene pyramiding with molecular-aided gene tracking systems, and extensive testing of genetic stocks, breeding lines and hybrids derived thereof, are generating a range of predetermined designer products.

Our recently launched products in the Farmersâ fields represent the new breed and benchmark of hybrid seeds. They are endowed with significant genetic enhancement for yield potential, as well as Climate Resilient capability.

NBIL continues to provide substantial financial allocations to further strengthen its Research & Development programs. The competitive environment in the area of hybrid seeds is rapidly growing. Therefore, it is no longer enough to offer high yielding hybrid varieties to the Indian

Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies/genes providing durable protection against specific diseases, pests and vagaries of nature (floods/drought/heat stress etc.)

Technological up-gradation remains a continual process at the NBIL. In cotton, in addition to stacking GM traits for bollworm protection, we are on the constant lookout for novel germplasm resources for imparting/enhancing resistance/ tolerance against some of the notorious sucking pests, as also dehydration-stress (drought). Big Boll size (for reduced labor and ease in picking) and excellent re-flushing abilities are the additional novelties our new Bt-Cotton products (for Central and South Zone) are almost invariably carrying.

To summarize, your company is constantly endeavoring to invest time, energy and money in Research and Development efforts to create high yield products to benefit the farming community at large.

INTERNATIONAL COLLABORATIONS:

Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd., had signed agreement for R & D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.

PhilFIDA (Fibre Crops Development Authority, under Govt of The Philippines) is directly coordinating with NBIL-GTL of India, in view of our track record and scientific competence in pursuing the Fusion-Bt Technology approval process in India.

QUALIFIED INSTITUTIONAL PLACEMENT

Your company made a QIP, by issuing further equity, in January 2018 to qualified institutions. The total QIP size was INR 136.50 Crores. The basic agenda of the fund usage was to repay all long-term loans of the company and to strengthen the working capital requirement. We plan to utilize the infused capital for better growth of the company.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and rules made thereunder is enclosed.

The Requisite Certificate from the Auditors of the Company, Ashok R Majethia, Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report

DIVIDEND

Given the growth requirements of the business, the Directors have not recommended any dividend for the financial year 2017-18.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

The company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mr. Satish Kagliwal was appointed as the Managing Director of the Company from 1^st August 2013 for a period of 5 years and accordingly his term of office is valid up to 31^st July 2018. Since his current tenure is coming to an end, he is being re-appointed as Managing Director of the Company for another period of FIVE years, pursuant to the Companies Act.

Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant Section 152 of the Companies Act 2013, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on 24^th August 2017, M/s Ashok R Majethia, Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed a professional firm of M/s. Manpreet Khurana & Co., Chartered Accountants to conduct internal audit of the Company for the financial year ended 31 March 2018.

INDIAN ACCOUNTING STANDARDS - IFRS CONVERGE STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 had notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company has adopted Indian Accounting Standards with effect from 01st April, 2017 with the comparatives for the period ending 31st March, 2016. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company had set up a dedicated team and the conversion has been achieved within the deputed time frame.

INTERNAL FINANCIAL CONTROLS

The internal financial controls (IFC) framework at Nath Bio-Genes (India) Ltd encompasses internal controls over financial reporting (ICOFR) as well as operational controls that have been put in place across all key business processes of the Company. The achievement of the Companyâs business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance. Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:

a. The Company maintains all its major records in ERP System.

b. The Company has appointed internal auditors to examine the internal controls, whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and

c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

AUDITORSâ REPORT

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC 2 and the same forms part of this report.

SECRETARIAL AUDIT

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2018-19 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholdersâ relationship committee, the nomination & remuneration committee, the corporate social responsibility committee, risk Management Committee, & whistle blower committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities
Audit Committee	K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal	- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.
Stakeholdersâ Relationship Committee	K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and Remuneration Committee	K.G Iyer-Chairperson Omprakash Sharma, Nandkishor Kagiwal	- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Directorâs performance.

Corporate Social Responsibility Committee	Nandkishor Kagliwal-Chairperson Omprakash Sharma K. G. Iyer	- The Board has laid out the Companyâs policy on CSR and the CSR activities of the Company are carried out as per instructions of the committee. - The Financial Data pertaining to the Companyâs CSR activites for

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 5, 12 and 34 to the standalone financial statement).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31^st March 2018 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VII to this Report. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the company secretary.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on armâs length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal banking transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal banking transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is https://www.nathbiogenes.com related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is applicable to the Company.

ACKNOWLEDGEMENT

The employees of NATH BIO-GENES (INDIA) LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

30^th May 2018

Registered Office:

Nath House,

Nath Road, Chairman Managing Director

Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal

DIN: 01691691 DIN: 00119601

Mar 31, 2017

The Directors are pleased to present the 23^rd Annual Report together with the Audited Accounts of your Company for the financial year ended 31^st March 2017.

FINANCIAL RESULTS

(Rs in Lacs)

Sr. No	PARTICULARS	YEAR ENDED
Sr. No	PARTICULARS	31.03.2017	31.03.2016
1.	Sales	16972.56	16210.59
2.	Profit before Interest & Depreciation	2951.02	2523.20
3.	Interest	965.71	623.09
4.	Depreciation	303.04	390.48
5.	Profit Before Tax & Extra-ordinary items	1675.34	1507.74
6.	Tax Provision (Net of Deferred Tax)	47.10	91.00
7.	Profit After Tax	1628.25	1416.75
8.	Extra-Ordinary Items	0	0
9.	Profit available for Appropriation	1628.25	1416.75
10	Balance carried to Balance Sheet	1628.25	1416.75

FINANCIAL HIGHLIGHTS AND OPERATIONS

Income from operations during the financial year ended 31^st March 2017 was at Rs 16972.56 Lacs as against Rs 16210.59 Lacs representing an increase of approximately 5% over the previous year. Profit after Tax for the year under review amounted to Rs 1628.25 Lacs as against Rs 1416.75 Lacs in the previous year representing an increase of 14.93 %. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.

RESEARCH & DEVELOPMENT & NEW PRODUCTS

Research and Product Development programs at the NBIL have undergone major scientific up-gradation, during the last one-decade or so. Advance breeding strategies, with novel genetic resources, gene pyramiding with molecular-aided gene tracking systems, and extensive testing of genetic stocks, breeding lines and hybrids derived thereof, are generating a range of predetermined designer products.

Consequently, our recently launched products in the Farmersâ fields, or those at the penultimate stage of Demos or Large-Scale Trials, or in Multi-Location Trials, represent the new breed and benchmark of hybrid seeds: They are endowed with significant genetic enhancement for yield potential, as well as Climate Resilient capability.

NBIL continues to provide substantial financial allocations to further strengthen its R&D programs. The competitive environment in the area of hybrid seeds is rapidly growing worldwide, so also in our country as well. It is no longer good enough to offer high yielding hybrid varieties to the Indian Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies/genes providing durable protection against specific diseases, pests and vagaries of nature (floods/drought/heat stress etc.)

The year 2016 was a landmark for our R&D in particular.

For the first time ever, NBIL conducted an Exclusive Multi-Location Trial of an exceptional range of Bt-cotton hybrids, at Sixteen pre-selected rain-fed locations, mainly in the states of Maharashtra, Telangana, MP and Gujarat. This exclusive trial was strictly on No Irrigation and No Spray basis. Crop growth and development was entirely dependent on rain and no irrigation, nor any external inputs for protection against insect pests.

Some of the test products emerged as the best among Bt-cotton hybrids, especially bred for enhanced tolerance against dehydration stress (drought), as also for high-level resistance against four major sucking pests of cotton. As expected, the results were remarkable at locations with minimal rainfall. In addition to our own trials, State Agricultural University trial results were equally spectacular, if not more.

NBILâs caravan of Science and Technology moves on: Not only in the areas of Molecular Breeding, but also in genetic transformation, generating our own transgenic, even in cotton. New two-gene Bt-Cotton transgenic events are getting ready for Event Selection and a Contained Open Field Trial in 2018. Attempts to correct the breakdown of resistance against Pink Bollworm in Bt-cotton are also being addressed, through new possibilities of Genome Editing.

To summarize, your company is constantly endeavoring to invest time, energy and money in Research and Development efforts to create high yield products to benefit the farming community at large.

INTERNATIONAL COLLABORATIONS:

Nath Bio-Genes, jointly with its sister concern Global Transgenic Ltd., had signed agreement for R&D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and rules made there under is enclosed.

The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad conforming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report

DIVIDEND

Given the growth requirements of the business, the Directors have not recommended any dividend for the financial year 2016-17.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

DIRECTORS & KEY MANAGERIAL PERSON

Mrs. Sweta Kagliwal, Director retires by rotation and being eligible offers herself for reappointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual

Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on July 5^th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

INTERNAL AUDITORS

INDIAN ACCOUNTING STANDARDS -IFRS CONVERGE STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 had notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company will adopt Indian Accounting Standards with effect from 01st April, 2017 with the comparatives for the period ending 31st March, 2016.The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame.

INTERNAL FINANCIAL CONTROLS

a. The Company maintains all its major records in ERP System.

AUDITORSâ REPORT

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to section 134(3)(h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC 2 and the same forms part of this report.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Name of the Committee	Composition of the Committee	Highlights of Duties, responsibilities and activities
Audit Committee	K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal	- All recommendations made by the Audit Committee during the year were accepted by the Board. - In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.
Stakeholdersâ Relationship Committee	K. G Iyer-Chairman Omprakash Sharma, Satish Kagliwal	- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and Remuneration Committee	K.G Iyer-Chairperson Omprakash Sharma, Nandkishor Kagiwal	- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. - To carry out evaluation of every Directorâs performance.

Corporate Social

Responsibility

Committee

Nandkishor Kagliwal-Chairperson Omprakash Sharma K. G. Iyer

- The Board has laid out the Companyâs policy on CSR and the CSR activities of the Company are carried out as per instructions of the committee.

- The Financial Data pertaining to the Companyâs CSR activites for

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 14, 15 and 19 to the standalone financial statement).

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31^st March, 2017 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on armâs length basis. There were no materially significant related party transactions entered by the Bank with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Bank. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal banking transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal banking transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Since all related party transactions entered into by the Bank were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Bank.

ACKNOWLEDGEMENT

The employees of NATH BIOGENES (INDIA) LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities.

For and on behalf of the Board of Directors

30^th May 2017

Registered Office:

Nath House,

Nath Road, Chairman Managing Director

Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal

DIN: 01691691 DIN:00119601

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 21st Annual Report together with the Audited Account: of your Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

(Rs in Lacs) YEAR ENDED PARTICULARS 31.03.2015 31.03.2014

Sales 18532.69 17211.53

Profit before Interest & Depreciation 3533.17 26366.71

Interest 459.19 376.09

Depreciation 438.70 466.14

Profit Before Tax & Extra-ordinary items 2635.28 2552.49

Tax Provision (Net of Deferred Tax) 95.54 120.88

Profit After Tax 2539.74 2431.60

Extra-Ordinary Items 0 1.20

Profit available for Appropriation 2539.74 2430.40

Balance carried to Balance Sheet 2539.74 2430.40

FINANCIAL HIGHLIGHTS AND OPERATIONS

Income from operations during the financial year ended 31st March 2015 was at Rs 18532.69 Lacs as against Rs 17211.53 Lacs representing an increase of approximately 7.67% over the previous year. Profit after Tax for the year under review amounted to Rs 2539.74 Lacs as against Rs 2430.40 Lacs in the previous year representing an increase of 4.49%. The increase in profits during the year under review was on account of enhanced sales, improved product mix and operational efficiencies.

RESEARCH & DEVELOPMENT & NEW PRODUCTS

NBIL continues to provide substantial financial allocations to further strengthen its R&D programs. The competitive environment in the area of hybrid seeds is rapidly growing worldwide, so also in our country as well. It is no longer good enough to offer high yielding hybrid varieties to the Indian Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies/genes providing durable protection against specific diseases, pests and vagaries of nature (floods/drought/heat stress etc).

Seeds endowed with multiple value additions, in addition to high yield potential, are much in demand and eagerly sought after by the modern Indian Farmers. At NBIL, our Company has undertaken specific initiatives of reaching out even to the rain-fed and largely un-reached farmers. This is in congruence with our national priorities and commitments, as also in harmony with finding newer areas of opportunities for business. NBIL is pursuing both Genetic Engineering Technologies as well as Molecular-Aided Selection systems to enrich our crop breeding and product development programs.

NBIL is perhaps the only company of its kind in the country that offers a choice of Bt-Cotton technologies. Besides, we offer also a wide range of Bt-Cotton hybrids that suit the need of farmers from Punjab to Karnataka, primarily incorporating the exclusive Fusion-Bt technology of the Chinese Academy of Sciences (used predominantly all over China and exclusively licensed to Nath). However, beginning 2012, we also offer the BG-II version (from Monsanto) of certain elite cotton hybrids for those who may have preference for the American Technology.

Technological up-gradation remains a continual process at the NBIL. In cotton, for example, in addition to stacking GM traits for bollworm protection, we are on the constant lookout for novel germplasm resources for imparting/enhancing resistance/ tolerance against some of the notorious sucking pests, as also dehydration-stress (drought). Big Boll size (for reduced labor and ease in picking) and excellent re-flushing abilities are the additional novelties our new Bt-Cotton products (for Central and South Zone) are almost invariably carrying. Jagannath-2 (mainly for Irrigated high-management areas) as well as Arjun-21 (mainly recommended for the Rain-fed cotton ecosystems), the two frontline NBIL products, have proved themselves to be second to none. Besides, all our pipeline products, whether NBC-51 for the North, or NBC-4, NBC-10 and NBC-11 for the Central and South Zone, all have been found to be significantly superior in the respective State Agricultural University trials, in the states of Punjab, Haryana, Rajasthan, MP, Gujarat, Maharashtra, AP and Karnataka.

Similarly in Maize, NBIL's Singhum (NMH-02) was launched in 2011, after comprehensive trials and testing. True to its name, performance in the Full Season segment, Bihar in particular, has been outstanding. In Maize, our major focus continues to be in the Full Season maturity segment hybrids (Single Cross/Modified Single Cross), which are responsive to high input management, tolerance to major foliar diseases and have wider adaptability. Such hybrids would show superior performance across the states of Karnataka, AP, MH and Bihar. Similarly, we are also developing very competitive hybrids for the Medium Maturity as well as Early Duration hybrids.

Our recent R&D Bajra products, appropriately named Big-B (NBC-1188) has been ranked among the top-selling Bajra products sold in Rajasthan, the hot-bed of Bajra competitors. In fact, Big-B has become a house-hold name among the Bajra dealers, distributors and farmers of Rajasthan. It has acquired the status of 'One of the Top Five' bajra hybrids in the state of Rajasthan, the largest bajra growing state in the country. Another Bajra hybrid (NBH-1717) is gathering momentum and speed in the state of Maharashtra.

Rice remains our major crop and obviously involves very intensive R&D activities. In addition to a very large (12 acres) Research Farm at Medchal (near Hyderabad), we have two other Rice

Exclusive R&D Centres, located at Faizabad (UP) and Purnia (Bihar). In both these states, we have two additional sub-centres located at Hazaribagh (Bihar) and Aligarh (UP).

To summarize, your company is constantly endeavoring to invest time, energy and money in Research and Development efforts to create high yield products to benefit the farming community at large.

INTERNATIONAL COLLABORATIONS:

Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd., had signed agreement for R&D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology in Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds.

PhilFIDA (Fibre Crops Development Authority, under Govt of The Philippines) is directly coordinating with NBIL-GTL of India, in view of our track record and scientific competence in pursuing the Fusion-Bt Technology approval process in India.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the management discussion and analysis is provided as a separate section in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company, Gautam N Associates, Chartered Accountants, Aurangabad confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2014-15.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputati -onal and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

DIRECTORS & KEY MANAGERIAL PERSON

Mr. Nandkishor Kagliwal, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS

At the Annual General Meeting held on July 5th 2014, M/s Gautam N Associates, Chartered Accountants, Aurangabad were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual general Meeting. Accordingly, The appointment of M/s Gautam N Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, The Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of section 141 of the Companies Act 2013.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Neha P Agrawal, Practising Company Secretary has been appointed as the secretarial Auditor of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has six committees: The Audit Committee, the stakeholders' relationship committee, the nomination & remuneration committee, the corporate social responsibility committee, risk Management Committee, & whistle blower committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

Committee Committee

Audit Committee K. G Iyer-Chairman Hitesh Purohit, Satish Kagliwal

Stakeholders' K. G Iyer-Chairman Hitesh Purohit,Satish Relationship Kagliwal Committee

Nomination and K.G Iyer-Chairperson Hitesh Purohit, Remuneration Nandkishor Kagiwal Committee

Corporate Social Nandkishor Kagliwal- Chairperson Hitesh Responsibility Purohit K. G. Iyer Committee

Committee

Audit Committee - All recommendations made by the Audit Committee during the year were accepted by the Board.

- In accordance with the requirements of the Listing Agreement, The Company has formulated policies on related party transactions.

Stakeholders' - The Committee reviews and ensures Relationship redressal of investor grievances. Committee - The Committee noted that all the grievances of the investors have been resolved during the year.

Nomination and - To formulate the criteria for Remuneration determining qualifications, positive Committee attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

- To carry out evaluation of every Director's performance.

Corporate Social - The Board has laid out the Company's policy Responsibility on CSR and the CSR activities of the Company Committee are carried out as per instructions of the committee.

- The Financial Data pertaining to the Company's CSR activites for

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 13, 14, 15 and 37 to the standalone financial statement).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2015 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

vi. 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.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

ACKNOWLEDGEMENT

The employees of NATH BIOGENES (INDIA) LIMITED continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of 1 company during the year under review.

The Board also acknowledges the support given by Banks, Financial Institutions and Government Authorities. For and on behalf of the Board of Directors

30th May 2015 Registered Office: Nath House, Nath Road, Chairman Managing Director Aurangabad-431005 Nandkishor Kagliwal Satish Kagliwal DIN: 01691691 DIN: 00119601

Mar 31, 2013

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS (Rs In Lacs)

YEAR ENDED Sr. PARTICULARS 2012-13 2011-12 No

1. Sales 13770.29 12391.53

2. Profit before Interest & Depreciation 1697.91

3. Interest 367.29 180.63

4. Depreciation 450.98 470.00

5. Profit Before Tax & Extra-ordinary items 1229.61 1047.28

6. Tax Provision (Net of Deferred Tax) (55.04) (12.56)

7. Profit After Tax 1174.56 1059.84

8. Extra-Ordinary Items 0 139.78

9. Profit available for Appropriation 1174.56 920.06

10 Balance carried to Balance Sheet 1174.56 920.06

FINANCIAL HIGHLIGHTS AND OPERATIONS

Income from operations during the financial year ended 31st March 2013 was at Rs 13770.29 Lacs as against Rs 12391.53 Lacs representing an increase of approximately 11% over the previous year. Profit after Tax for the year under review amounted to Rs 1174.56 Lacs as against Rs 1059.84 Lacs in the previous year representing an increase of 10.82%. The increase in profits during the year under review was on account of improved product mix, operational efficiencies resulting in increased sales, reduction in input & interest costs.

NEW PRODUCTS

Technological up-gradation remains a continual process at the NBIL, in cotton, for example, in addition to stacking GM traits for bollworm protection, we are on the constant lookout for novel germplasm resources for imparting / enhancing resistance / tolerance against some of the notorious sucking pests, as also dehydration-stress (drought). Big Boll size ( for reduced labor and ease in picking) and excellent re-flushing abilities are the additional novelties ( our new Bt- Cotton products ( for Central and South Zone) are almost invariably carrying). Jagannath-2 (mainly for irrigated high-management areas) as well as Arjun-21 ( mainly recommended for the Rain-fed cotton ecosystems), the two frontline NBIL products, have proved themselves to be second to non.

Our recent R & D Bajra product, appropriately named Big-B (NBC-1188) has been ranked among the top three Bajra products sold in Rajasthan (2012) , the hot-bed of Bajra competitors, Local news papers are full of praise for the "Dark Horse" Big-B that emerged from the lower ranks last year (2011) to occupy a prestigious position in 2012.

Similarly in Maize after comprehensive trials and testing, NBIL''s Singhum (NMH-02) was launched in 2011, true to its name, performance in the Full Season segment, Bihar in particular, has been outstanding. Two more single-cross hybrids (NMH-1008 and NMH-1007) are currently under intensive multi-location testing.

Rice remains our major crop and obviously involves very intensive R & D activities. "Tehelka" is new R & D product.

RESEARCH AND DEVELOPMENT

The company continues to provide substantial financial allocations to further strengthen its R & D programs. In fact, intensification of our R & D infrastructure ( men and materials, all over the country) was the largest in any single financial year (2011 - 12), thus far. The competitive environment in the area of hybrid seeds is rapidly growing worldwide, so also in our country as well.

It is no longer good enough to offer high yielding hybrid varieties to the Indian Farmers. It is now becoming a mandatory requirement that such hybrids carry additional built-in value through seed embedded technologies / genes providing durable protection against specific diseases, pests and vagaries of nature ( floors/ drought / heat stress etc.).

Seeds endowed with multiple value additions, in addition to high yield potential, are much in demand and eagerly sought after by the modern Indian Farmers. At NBIL, your Company has undertaken specific initiatives of reaching out even to the rain-fed and largely un-reached farmers. This is in congruence with our national priorities and commitments, as also in harmony with finding newer areas of opportunities for business. NBIL is pursuing both Genetic Engineering Technologies as well as Molecular-Aided Selection systems to enrich our crop breeding and product development programs.

INTERNATIONAL R&D COLLABORATIONS:

Nath Bio-Genes, jointly with its sister concern Global Transgenes Ltd., have signed agreements for R & D collaboration and commercialization thereof, of Fusion-Bt. Cotton technology, with specific partners in Pakistan and Philippines. Due processes of trans-boundary regulations, in accordance to the provisions of the Cartgena Protocol, have been followed strictly for transfer of Fusion-Bt. Embedded cotton seeds. During 2011 permission was granted, by the Government of Pakistan for conducting Large Scale Trial of some of the NBIL Bt. Cotton hybrids in Pakistan.

Based on the impressive results of trial, the Bio-safety Authority of the Philippines have granted permission for Multi Location Trials to be conducted in 2012-13. These MLTs are currently in progress in Southern Philippines.

DIRECTORS

During the year Mr. Kashinath Iyer & Mr. Hitesh Purohit have been appointed as the Independent directors of the company.

Mr. Akash Kagliwal has resigned from the Board of Directors of the company during the year & the Board acknowledges his contribution to the group.

Mr. Hitesh Purohit, Director retires by rotation and being eligible offers himself for re- appointment. Pursuant to Clause 49 of the Listing Agreement, Details of Directors retiring by rotation is provided as part of the Notice of the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the management Discussion and Analysis Report, is annexed to this Report and forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report. The Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business, it is necessary for the Company to plough back its profits into the business, and hence the Directors have not recommended any dividend for the financial year 2012-13.

SUBSIDIARIES

There is one subsidiary company as on 31st March, 2013. The financial details of the subsidiary companies as well as the extent of holding therein are provided in a separate section of this Annual Report.

The Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated 8th February, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company. However, these documents shall be made available upon request by any member of the Company interested in obtaining the same and shall also be kept for inspection at the Registered Office of your Company and that of Subsidiary Companies concerned. Further, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of this Annual Report.

PUBLIC DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

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

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange Earnings and outgo is as follows;

CONSERVATION OF ENERGY:

The Company has taken necessary measures to achieve economy in consumption of energy. TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT:

Your Company is intensely research driven & has one of the best collections of talent & germ plasm pool in the industry. Your Company is continuously developing seeds for better resistance to pests, diseases & moisture stress for higher productivity.

Expenditure on R & D Rs. 9,06,93,877

AUDITORS

M/s Gautam N Associates, Chartered Accountants, Aurangabad Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as statutory auditors for the financial year 2013-14. The Company has received a letter dated April 1, 2013 from them to the effect that their re- appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have vide their letter dated April 22, 2013 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the peer Review Board of the ICAI.

The Board hereby requests the members to reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as the Auditors for the current year.

AUDITORS REPORT

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

PARTICULARS OF EMPLOYEES

As required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the information be treated as NIL, as no employee is drawing salary equals to or above the limits mentioned in the said Section and Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2013 and of the profits of the company for that period.

iii. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

iv. It has prepared the annual accounts on a going concern basis.

INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc, is adequately insured.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

By order of the Board of Directors

29h May 2013 Chairman Mananging Director

Place: Aurangabad Nandkishor Kagliwal Satish Kagliwal

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