Directors Report of Titan Biotech Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 33rd Annual Report of the Company along with the audited financial
statements (standalone and consolidated) for the financial year ended 31st March 2025. (“FY 2024-25/ FY 25”).

The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the
provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from operations	15645.08	16407.21	15645.08	16407.21
Other income	391.25	174.82	391.25	174.82
Total Income	16036.33	16582.03	16036.33	16582.03
Operating expenditure	13102.44	12979.07	13102.44	12979.07
Profit for the year before depreciation, Finance Costs, exceptional item and tax	2933.89	3602.96	2933.89	3602.96
Less: Finance Costs	80.18	117.00	80.18	117.00
Less: Depreciation	416.98	333.06	416.98	333.06
Profit/Loss before tax and exceptional item	2436.73	3152.90	2436.73	3152.90
tax Expenses	609.62	786.58	609.62	786.58
Exceptional item	-	-	-	-
Profit/Loss after Tax	1827.11	2366.32	1827.11	2366.32
Share in profit of associate	-	-	326.05	118.98
Profit/Loss	1827.11	2366.32	2153.16	2485.30
Other Comprehensive Income (Net of Tax)	7.30	17.48	7.30	17.48
Total Comprehensive Income for the period	1834.41	2383.80	2160.46	2502.78
EPS	22.11	28.64	26.06	30.07

2. performance and review

Your Company has achieved a Gross Sales of Rs. 15645.08 Lakh in the financial year 2024-25 as compared to Rs.
16407.21 Lakh in the financial year 2023-24 on a standalone basis. The profit before tax (“PBT”) for FY25 were Rs.
2436.73 Lakhs, respectively as compared to Rs. 3152.90 Lakhs, respectively for FY24.

The consolidated EBITDA margin was at 21.72% in FY 25 as compared to 21.72% in FY24. Profit for the year stood
at Rs. 2160.46 Lakhs in FY 25 as compared to Rs. 2502.78 Lakhs in FY 24.

The total consolidated revenue for FY 2025 was Rs. 16036.33 Lakhs as compared to the previous year’s consolidated
total revenue of Rs. 16582.03 Lakhs. The consolidated profit after tax (“PAT”) for FY 2025 and FY 2024 was Rs.
1827.11 Lakhs and Rs. 2366.32 Lakhs, respectively.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These financial
statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act,
2013. Further, a statement containing salient features of Financial Statements of associate Company namely M/s.
Peptech Biosciences Limited and M/s. Titan Media Limited pursuant to sub-section 3 of Section 129 of Companies
Act, 2013 in prescribed form AOC-1 is appended as “Annexure-1”.

4. number of meetings of the board

The Board of Directors met 14 (Fourteen) times during 2024-25. For details, please refer to the Report on Corporate
Governance, which forms part of this Report.

5. committees of the board of directors

• Audit Committee

The details pertaining to the composition of the Audit Committee and other details are included in the Corporate
Governance Report, which is a part of this report. Further, during the year under review, all recommendations made by
the various Committees have been accepted by the Board.

• Nomination &Remuneration Committee

The details pertaining to the composition of the Nomination Remuneration Committee and other details are included
in the Corporate Governance Report, which is a part of this report. Further, during the year under review, all
recommendations made by the various Committees have been accepted by the Board.

• stakeholder Relationship Committee

The details pertaining to the composition of the Stakeholders Relationship Committee and other details are included
in the Corporate Governance Report, which is a part of this report. Further, during the year under review, all
recommendations made by the various Committees have been accepted by the Board.

• Corporate social Responsibility Committee

The details pertaining to the composition of the Corporate Social Responsibility Committee and other details are
included in the Corporate Governance Report, which is a part of this report. Further, during the year under review, all
recommendations made by the various Committees have been accepted by the Board.

6. MEETING OF INDEPENDENT DIRECTORs

The Meeting of the Independent Directors was held on 12^th February, 2025. All the independent directors were present
in the meeting. The meeting was held through Video Conferencing and other audio video means.

7. state of company affairs

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth
Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

8. future plans

The Company plans to promote its products domestically as well as internationally in new markets by participating in
important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement
to tap the market. The Company is developing product for health supplement.

9. DEPOsiTs

The Company has not accepted any deposits from public during the year under review, and as such, no amount of
principal or interest on deposits from public was outstanding as on March 31, 2025.

10. DIVIDEND

The Board of Directors at their meeting held on May 30, 2025, has recommended payment of Rs. 2.00/- (@ 20%) per
equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31, 2025.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting
(AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in
the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

For the financial year 2023-24, your Company has paid a final dividend of Rs. 2/- per equity share aggregating to Rs.
165.27 Lakh.

11. TRANSFER TO RESERVES

A Sum of Rs. 1,827.11 Lakhs was transferred to General Reserves out of the Profits for the Current year and the
retained earnings increased from Rs. 11,117.78 Lakhs to Rs. 12,779.62 Lakhs.

12. details of familarisation programme to independent directors

During the year, the Board members were regularly apprised with the overview of Company and its operations by
Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was
also apprised of all regulatory & policy changes.

13. policies adopted by company

The policies of the Company are placed on the website of the Company at: www.titanbiotechltd.com in investors sub
link.

14. DIRECTORs

As on 31st March 2025, your Company’s Board comprised 11 (eleven) Directors, including a balanced
mix of Executive and Non-Executive Directors. The Managing Directors are Mr. Naresh Kumar singla
and Mr. suresh Chand singla. The Whole-Time Directors are Mr. Raja singla, Mr. udit singla and
Mr. shivom singla. The Non-Executive Directors include Mrs. Manju singla and Ms. supriya singla.
The Independent Directors are Mr. Rohit Jain (Chairman of the Company), Mr. Abhishek Agarwal,
Mr. Dhairya Madan and Mr. Brijesh Kumar singh.

Subsequent to the closure of the financial year, the Board appointed Mr. Debendra Kumar sabat as an Additional
Independent Director of the Company with effect from August 13, 2025. His appointment is subject to the approval
of shareholders at the ensuing Annual General Meeting, where it is proposed to regularize his appointment as an
Independent Director. The resolution for his appointment, along with other relevant details, forms part of the Notice of
the AGM..

In accordance with Section 152 of Companies Act, 2013 and other the applicable statutory provisions,
Mrs. Manju singla, Mr. Raja singla and Mr. udit singla shall retire in the forthcoming Annual general meeting
and being eligible offers herself/himself for reappointment. A resolution seeking shareholders’ approval for their re¬
appointment along with other required details forms part of the Notice. The details of remuneration of Directors may
be referred to in the Corporate Governance Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each
of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as independent directors of the Company. During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any..

15. directors responsibility statement

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director’s Responsibility
Statement, it is hereby confirmed

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2025 the applicable accounting
standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities;

(4) That the Directors had prepared the accounts for the financial year ended 31^st March, 2025 on a going concern
basis.

(5) The Directors had laid down se to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.

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

16. AUDITORS

> Statutory Auditors

Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s. A N S K & Associates,
Chartered Accountants (Firm Registration No.:026177N) were appointed as Statutory Auditors of the Company from
the conclusion of 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General
Meeting of the Company to be held in the year 2027.

The company and its one of associate company (Peptech Biosciences Limited) has been using Microsoft navision
2013 as ERP software for accounting which was taken from the vendor. The Company has replaced the existing ERP
software with Microsoft Navision Business Enterprise which is updated software and contains audit trail features. The
new version of the software with all the requisite compliance requirements has been implemented.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2025 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report
is enclosed with the financial statements forming part of the annual report.

> secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary,
was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2025. The
Report of the Secretarial Auditor is annexed as “Annexure 5” to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

In compliance with Regulation 24A of the SEBI (LODR) (Third Amendment) Regulations, 2024 and Section 204 of the
Act, the Board at its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has approved
the appointment of Mr. Amit Anand (M.No.:13409, C.P. No.: 17101), Practicing Company Secretary as Secretarial
Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject
to approval of the Members at the ensuing AGM. The practicing Company Secretary holds a valid certificate of peer
review issued by the Institute of Company Secretaries of India and that he has not incurred any of the disqualifications
as specified under the Companies Act, 2013 and by the SEBI.

The Company has received a written confirmation from Mr. Amit Anand (M.No.:13409, C.P. No.: 17101), Practicing
Company Secretary, to the effect that their appointment as the Secretarial Auditor of the Company, if made, will be as
per the requirements laid down under the Companies Act, 2013 and Listing Regulations. In this regard, a Resolution for
appointment is carried in the Notice of the Annual General Meeting, which is recommended by the Board for approval.

The report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.

As per the recommendation from the Committee on Corporate Governance, constituted by the Government, in its report
dated October 05, 2017, and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance
report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI
Regulations and circulars/guidelines issued there under, consequent to which, the PCS shall submit a report to the listed
entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an “Annexure-6”.

> Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, appointed
M/s Sanjay Kumar Garg & Associates, Cost Accountants (Firm Registration No. 100292), as the Cost Auditors of the
Company for the financial year 2024-25 to conduct the cost audit of the Company’s accounts in respect of the products
and services as prescribed under the applicable cost audit rules. The remuneration payable to the Cost Auditors for FY
2024-25 has been ratified by the Members at the 32nd Annual General Meeting (AGM).

Further on the basis of the recommendation received from Audit Committee, the Board at its meeting held on May 30,
2025, re-appointed M/s sanjay Kumar Garg & Associates, Cost Accountants (FRN: 100292), as the Cost Auditors
of the Company for the financial year 2025-26.The Cost Auditors have confirmed that their appointment is within the
limits prescribed under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for appointment
under the provisions of the said Act.

The Board has also approved the remuneration payable to the Cost Auditors for FY 2025-26, subject to ratification by
the Members at this AGM. A separate resolution seeking Members'' approval for the same forms part of the Notice of
this AGM.

The cost records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies
Act, 2013.

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts)
Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held
on May 29, 2023, appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as
the Internal Auditors of the Company for a period of two consecutive financial years, covering 2023-24 to 2024-25.

Further, at the Board meeting held on May 30, 2025, the Board re-appointed M/s. PGM & Associates as the Internal
Auditors for another period of two consecutive financial years, covering 2025-26 to 2026-27, on the recommendation
of the Audit Committee.

.17. foreign exchange earnings and outgo

During the period under review, your Company had foreign exchange earned of Rs. 5295.20 lakhs and foreign
exchange used of Rs. 1720.52 lakhs of foreign exchange.

18. listing of shares

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the BSE Limited and will continue to be listed there.

c) Company has paid annual listing fees for the Financial Year 2024-2025 to BSE Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

BsE Limited

Phiroze Jeejeebhoy Tower,

Dalal Street, Mumbai
Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2024-2025.

Plant Locations:

• A-902A, RIICO Industrial Area, Phase-III, Bhiwadi - 301019, Rajasthan.

• E-539- 540, Industrial Area, Chopanki, Bhiwadi - 301019, Rajasthan.

• F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi - 301019, Rajasthan

19. share CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital of the Company stands at
Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of
the Company stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)

20. woman director

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors)
Rules, 2014, the company is required to comply with the provisions of Woman Director as the Company is a listed
public Company. Currently Company have Mrs. Manju singla, one-woman Director in their Board.

21. MATERIAL CHANGEs AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the Company, from the
last financial year to end of the financial year of the Company to which the financial statements relate and the date of
the report. Stakeholders are advice to refer note standalone financial statement for the year ended 31^st March, 2025 as
included in this annual report. For more clarity kindly go through Notes of standalone financial statement for the year
ended 31^st March, 2025.

22. TRANsACTIONs WITH RELATED PARTIEs

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 in Form AOC-2 is not applicable.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE Going Concern STATuS And Company’s Operations In FuTuRE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the
financial year 2024-2025, which may adversely impact the status of ongoing concern and operations in future.

24. DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act, 2013 read with
Companies (Amendment) Act, 2015.

25. CHANGE IN DIRECTORS AND KEY MANAGERIAL OF THE COMPANY DURING THE FINANCIAL
YEAR 2024-25:

There was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company of
the Company during the financial year 2024-25.

However, subsequent to the end of the financial year, the Board of Directors, at its meeting held on August 13, 2025,
approved the following appointments/re-appointments:

Appointment of Mr. Debendra Kumar Sabat (DIN: 00802225) as an Additional Independent Director of the
Company with effect from August 13, 2025. His appointment is subject to the approval of shareholders at the ensuing
Annual General Meeting, at which it is proposed to regularize his appointment as an Independent Director in accordance
with applicable laws.

Re-appointment of Mr. Naresh Kumar Singla (DIN: 00027448) as Managing Director of the Company for a further
term of five (5) years commencing from October 1, 2025, subject to the approval of the shareholders at the 33rd Annual
General Meeting.

Re-appointment of Mr. Suresh Chand Singla (DIN: 00027706) as Managing Director of the Company for a further
term of five (5) years commencing from October 1, 2025, subject to the approval of the shareholders at the 33rd Annual
General Meeting.

The resolutions pertaining to the above appointments/re-appointments, along with the requisite disclosures pursuant
to applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, form part of the Notice
convening the 33 rd Annual General Meeting of the Company..

26. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^st March, 2025.

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

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed
appropriately under financial statements.

28. INFORMATION OF SUBSIDIARY/MATERIAL SUBSIDIARIES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary/material subsidiary. Currently, the company
have below two associate companies:

1. Peptech Biosciences Limited

2. Titan Media Limited

The Company has acquired 33,90,510 partly paid-up equity shares of face value Rs.10 each, at a premium of Rs.14
per share, aggregating to a total consideration of Rs. 8,13,72,240 (Rupees Eight Crore Thirteen Lakh Seventy-Two
Thousand Two Hundred Forty Only), by subscribing to the rights issue ("said issue") of Titan Media Limited
("Investee Company").

An amount of Rs. 2,03,43,060 (Rupees Two Crore Three Lakh Forty-Three Thousand Sixty Only) was paid towards
the application money at the time of subscription. Subsequently, during the period under review, the Company has also
paid the first call amounting to Rs. 2,03,43,060, on the said partly paid-up shares.

Following the payment of the first call money, the Company''s voting rights in the Investee Company increased from
32.29% to 48.44%. The Company’s shareholding and voting rights in Titan Media Limited will continue to increase
proportionately with each subsequent call payment made on the said shares.

During the Financial Year 2024-2025, no changes were taken place except mentioned above in subsidiary /
associates / joint venture companies.

29. ViGiL MECHANisM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to
the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of
conduct or ethics policy. The vigil mechanism provides multiple channels for reporting concerns including an option
for escalations, if any, to the Chairperson of the Audit Committee of the Company. The Company has established
policy for Vigil Mechanism and the same is placed on the website of the Company at www.titanbiotechltd.com

30. risk management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk
Management Policy to inform Board Members about the risk assessment and minimization procedures. The Board of
Directors don’t foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The
Company is aware of the risks associated with the business. It’s regularly analyses and takes corrective actions for
managing / mitigating the same. The Company’s Risk management framework ensures compliance with the provisions
of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and
mitigating risks which is periodically reviewed.

Since the Company does not rank among the top 1000 listed entities by market capitalization as of the end of the
preceding financial year, it is exempt from compliance with Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

31. conservation of energy, technology absorption

The disclosure of Conservation of Energy and Technology Absorption is attached as “Annexure-2” and forms part of
the Directors Report.

32. corporate social responsibility

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation
of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the
year are given in the Annual Report on CSR activities in “Annexure -3” to this Report.

33. BOARD EVALUATiON

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

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent directors
being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director to the
board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

34. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided
in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company at

www.titanbiotechltd.com.

Whereas the term of the KMP (other than the Managing Director/Whole-time Director/Manager) and Senior
Management shall be governed by the prevailing HR policies of the Company.

35. FAMILIARISATION PROGRAMME

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

36. INTERNAL FINANCIAL CONTROL sysTEM And THEIR ADEQuACY

The details in respect of internal financial control and their adequacy are included in Management discussion and
Analysis Report.

37. HuMAN REsOuRCEs

The details in respect of Human Resources are included in Management discussion and Analysis Report.

38. disclosure requirement

As per SEBI Listing Regulations, the Corporate Governance Report for the financial year ended 31^st March, 2025
giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 is given separately with the Auditors’ Certificate thereon, and the
Management Discussion and Analysis Report are attached, which forms part of this report. Details of number of Board
meetings, board diversity and expertise, composition of the Audit Committee and establishment of Vigil Mechanism
as required under the Act are provided in the Corporate Governance Report. All mandatory recommendations made
by the committee(s) were reviewed and accepted by the Board of Directors. The Company has devised proper systems
to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.

39. INsuRANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been
adequately insured.

40. GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ undertaken by the
Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual
Report to Shareholders at their e-mail address previously registered with the depositories or the Company’s Registrar
and Share Transfer Agent. In line with the SEBI Listing Regulations, the Company has emailed soft copies of its
Annual Report to all those Shareholders who have registered their email address for the said purpose. With reference
to MCA General Circular No. 20/2020 dated May 5, 2020 and MCA Circular dated May 05, 2022 and MCA General
Circular No. 11/2022 dated December 28, 2022, read with the Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Companies have been dispensed with the printing and
dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the financial year ended
March 31, 2025, would be sent through email to the Shareholders.

As per SEBI LODR, 2015, a letter providing the weblink, including the exact path, where the Annual Report and the
Notice of the AGM for the financial year 2024-25, will be sent to those members whose e-mail address is not registered
with the Company/ RTA / Depository Particlpant(s) / Depositories.

We would greatly appreciate and encourage more Members to register their email address with their Depository
Participant and/or the RTA/Company, to receive soft copies of the Annual Report and other information disseminated
by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same.
Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who
hold shares in physical form are requested to register their e-mail addresses with the RTA/ Company, by sending KYC
updation forms duly signed by the shareholder(s) with required details.

41. POLICIEs

For better conduct of operations and in compliance with regulatory requirements, your Company has framed and
adopted certain policies. In addition to the Company’s Code of Conduct that have been adopted by the Company are as
follows:

Name of the Policy/ Code	Brief Description	Web Link
Terms and Conditions of Appointment of Independent Directors	The terms comprises of Role, Duties and Responsibilities, accompanying liabilities, etc. for the Independent Directors (“ID”).	https://titanbiotechltd.com/investor/policies/
Corporate Social Respon-sibility Policy	The Policy delineates the Company’s approach to fostering a beneficial influence on society through initiatives encompassing education, healthcare, the environment etc., underscoring its commitment to corporate social responsibility.
Familirisation Programme for Independent Directors	The Policy ensures that the Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc. through various programs.
Materiality Policy	Materiality Policy can be accessed in the company website.
Policy on Succession Planning for the Board and Senior	Policy on Succession Planning for the Board and Senior can be accessed in the company website.
Policy on Material Subsidiary	The Policy determines the material subsidiaries of the Company and to provide the governance framework for them.
Risk Management Policy	to identify risks impacting Company’s Business through systematic process of risk identification by Board or audit committee of executive management etc.
Policy for Determination of Material Events and Information	This Policy aims to determine Materiality of events/information.
Policy on Preservation of Documents	The Policy deals with periodicity of retention of the Company records and documents.
Code of Conduct For Prevention of Insider Trading	The Company endeavors to preserve the confidentiality of unpublished price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
Policy on Board Diversity	To ensure a transparent Board nomination process with the diversity of thought, experience, knowledge,perspective and gender in the Board.
Content Archiving Policy	The Policy deals with archival of the Company’s documents which have been disclosed on the website of the Company.
Code of Conduct of Independent Directors	The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
Code of Conduct for Board of Directors and Senior Management	This Code broadly lays down the general principles to be followed by the Board of Directors and the Senior Management of the Company as a guide for discharging their respective duties and responsibilities as members of the Board or Senior Management of the Company, as the case may be
Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of Directors and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Employees.
Related Party Transaction Policy	Related Party Transaction Policy can be accessed in the company website.
Policy for Prevention of Sexual Harassment	The Prevention of Sexual Harassment Policy has been formed to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment.
Vigil Mechanism Policy	To encourage its employees to share, disclose, complain about actual or suspected misconduct, non-adherence or violation of rules, regulations, fraud, non¬ compliance, unethical behavior; etc.
Code of Fair Disclosure	Code of Fair Disclosure can be accessed in the company website.

42. SECRETARIAL STANDARDS

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

43. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend
and shares during FY 2024-2025. Same is available in Corporate Governance Report.

44. COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDREssAL) ACT, 2013

In accordance with the provisions of the sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has adopted a Policy on Prevention, Prohibition, and Redressal of sexual harassment
at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013, and Rules framed thereunder. The Policy emphasizes zero tolerance for sexual harassment
and ensures that an Internal Complaints Committee (‘ICC’) is in place for all works and offices of the Company. The
ICC is responsible for redressing complaints received regarding sexual harassment. This proactive approach underscores
the Company''s commitment to providing a safe and respectful workplace environment. All employee (permanent,
contractual, temporary, trainees) are covered under this policy.

Your Directors affirm that the Company has complied with the provisions relating to the constitution of the ICC. The
Company is committed to providing a safe and conducive work environment free from discrimination and harassment of
any kind.

During the year under review:

• Number of sexual harassment complaints received: Nil

• Number of sexual harassment complaints disposed of: Nil

• Number of sexual harassment complaints pending for more than 90 days: Nil

The Company continues to promote awareness among its employees regarding the prevention of sexual harassment at
the workplace.

45. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, including amendments
thereto. The Company provides maternity benefits and leave entitlements to eligible women employees in accordance
with the law.

Necessary facilities and support systems have been established to ensure a healthy and inclusive work environment for
women employees during and after maternity. The Company remains committed to promoting the welfare and rights of
women employees, in alignment with statutory obligations and best practices.

46. ANNuAL RETuRN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year
2024-2025 is available on the website of the Company at https://titanbiotechltd.com/investor/annual-returns/.

The Annual Return of the Company for Financial Year 2023-2024 already filed with the Ministry of Corporate Affairs
(MCA) and the draft Annual Return for Financial Year 2024-2025 are available on the website of the Company and the
weblink to access the same is as per above.

After the filing of Annual Return for Financial Year 2024-2025 with MCA, the aforesaid draft version of the Return will
be replaced with the final version.

47. Disclosure OF INFORMATION OF KMPREMuNERATION PuRsuANT TO RuLE 5(1) OF COMPANIEs
(APPOINTMENT And REMuNERATION OF REMuNERATION OF MANAGERIAL PERsONNEL) RuLEs,
2014

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from
time to time, is annexed herewith as “Annexure -4”.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration
of Rs. 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014.

48. NOMINATION AND REMuNERATION Policy

The nomination and remuneration policy of Titan Biotech Limited for director’s appointment and remuneration is
uploaded in the website www.titanbiotechltd.com.

49. INVEsTOR EDuCATION AND PROTECTION FuND (‘IEPF’)

Refer Corporate Governance Report para on ‘Unclaimed Dividends to Be Transferred to the Investor Education and
Protection Fund’ for details on transfer of unclaimed/unpaid amount/shares to IEPF.

50. STATUTORY INFORMATION AND OTHER DISCLOSURES

a. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with reasons thereof:

b. There were no transaction requiring disclosure or reporting in respect of matter relating to instance of one-time settlement
with any bank or financial institution.

c. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the financial year:

During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

d. There was no revision of Financial Statements and the Board’s Report of the Company during the year under review;

51. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s
objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning
of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company’s operations include raw material availability and its prices,
cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes,
economic developments within India and the countries in which the Company conducts business and other ancillary
factors.

52. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for
whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish
to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in
the Company.

For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

(Managing Director) (Managing Director)

date: August 13, 2025 DIN: 00027706 DIN: 00027448

Place: Delhi

---

Mar 31, 2024

The Board of Directors are pleased to present the 32^nd Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31^st March 2024. (“FY 2023-24/ FY 24”).

The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(Rs. In Lakhs)

	Standalone		Consolidated
l_A\_- VAAClA ^5	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations	16407.21	14,399.93	16407.21	14,399.93
Other income	174.82	194.31	174.82	194.31
Revenue	16582.03	14,594.24	16582.03	14,594.24
Expenses
Operating expenditure	12979.07	11448.02	12979.07	11448.02
Profit for the year before depreciation, Finance Costs, exceptional item and tax	3602.96	3146.23	3,602.96	3,146.23
Less: Finance Costs	117.00	74.59	117.00	74.59
Less: Depreciation	333.06	260.03	333.06	260.03
Profit/Loss before tax and exceptional item	3152.90	2,811.60	3152.90	2,811.61
Provision for Taxation	786.58	709.12	786.58	709.12
Exceptional item	-	-	-	-
Profit/Loss after Tax	2366.32	2,102.49	2366.32	2,102.48
Share in profit of associate	-	-	118.96	381.93
Profit/Loss	2366.32	2,102.49	2485.30	2,484.42
Other Comprehensive Income (Net of Tax)	17.48	6.22	17.48	6.22
Total Comprehensive Income for the period	2383.80	2108.71	2502.78	2490.64
EPS	28.64	25.44	30.07	30.06

2. PERFORMANCE AND REVIEW

The revenue of the Company from operations was Rs. 16407.21 Lacs in FY24, which was 14% higher than the consolidated revenue of Rs. 14,399.93 Lacs in FY23. The profit before tax (“PBT”) for FY24 were Rs. 3152.90/- Lacs, respectively as compared to Rs. 2811.61/- Lacs, respectively for FY23.

The consolidated EBITDA margin was at 21.72 % in FY24 as compared to 21.64 % in FY23. Profit for the year stood at Rs. 2502.78/- Lacs in FY24 as compared to Rs. 2490.64/- Lacs in FY23..

The total revenue for FY 2024 was Rs. 16582.03/- lakhs increase by 14 % percent over the previous year’s revenue of

Rs. 14594.24/- lakhs. The profit after tax (“PAT”) for FY 2024 and FY 2023 was Rs. 2366.32/- Lacs and Rs. 2102.49/-

Lacs, respectively.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of associate Company namely M/S Peptech Biosciences Limited and M/S Titan Media Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as “Annexure-1”.

4. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during 2023-2024. For details, please refer to the Report on Corporate Governance, which forms part of this Report.

5. COMMITTEES OF THE BOARD OF DIRECTORS

• Audit Committee

The details pertaining to the composition of the Audit Committee and other details are included in the Corporate Governance Report, which is a part of this report. Further, during the year under review, all recommendations

made by the various Committees have been accepted by the Board.

• Nomination &Remuneration Committee

The details pertaining to the composition of the Nomination Remuneration Committee and other details are included in the Corporate Governance Report, which is a part of this report. Further, during the year under

review, all recommendations made by the various Committees have been accepted by the Board.

• Stakeholder Relationship Committee

The details pertaining to the composition of the Stakeholders Relationship Committee and other details are included in the Corporate Governance Report, which is a part of this report. Further, during the year under

review, all recommendations made by the various Committees have been accepted by the Board.

• Corporate Social Responsibility Committee

The details pertaining to the composition of the Corporate Social Responsibility Committee and other details are included in the Corporate Governance Report, which is a part of this report. Further, during the year under

review, all recommendations made by the various Committees have been accepted by the Board.

6. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 18/03/2024. All the independent directors were present in the meeting. The meeting was held through Video Conferencing and other audio video means.

7. STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

8. FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new markets by participating in important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement to tap the market. The Company is developing product for health supplement.

9. DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on March 31, 2024.

10. DIVIDEND

The Board of Directors at their meeting held on May 29, 2024, has recommended payment of Rs. 2.00/- (@ 20%) per equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31, 2024.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

11. TRANSFER TO RESERVES

A Sum of Rs. 2,366.32/-Lakhs was transferred to General Reserves out of the Profits for the Current year and the retained earnings increased from Rs. 8,900.21/- Lakhs to Rs. n,117.78/-Lakhs.

12. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly apprised with the overview of Company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all regulatory & policy changes.

13. POLICIES ADOPTED BY COMPANY

The policies of the Company are placed on the website of the Company at: www.titanbiotechltd.com in investors sub link.

14. DIRECTORS

Ms. Supriya Singla and Mr. Udit Singla shall retire in this Annual general meeting and being eligible offers herself/ himself for reappointment. A resolution seeking shareholders’ approval for her re-appointment along with other required details forms part of the Notice. The details of remuneration of Directors may be referred to in the Corporate Governance Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the

Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Singla and Mr. Suresh Chand Singla, Managing Directors, Mr. Raja Singla, Whole Time Director, Mr. Udit Singla, Whole Time Director, Mr. Shivom Singla, Whole Time Director, Mr. Prem Shankar Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2023.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2024 the applicable accounting

standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and

preventing and detecting fraud and other irregularities;

(4) That the Directors had prepared the accounts for the financial year ended 31^st March, 2024 on a going concern

basis.

(5) The Directors had laid down se to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

16. AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s A N S K & Associates, Chartered Accountants (Firm Registration No.:026177N) were appointed as Statutory Auditors of the Company from the conclusion of 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer, except as mentioned under the heading ‘Report on other legal and regulatory requirements’, under h (vi).

The company and its one of associate company (Peptech Biosciences Limited) has been using Microsoft Navision 2013 as ERP software for accounting which was taken from the vendor. The audit trail feature could not be activated due to lack of support from the vendor. Further, the above said old version is in the process of being replaced with Microsoft Navision Business Enterprise which is updated software and contains audit trail features. The new version of the software with all the requisite compliance requirements is implemented..

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

Secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2024. The Report of the Secretarial Auditor is annexed as “Annexure 5” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.

As per the recommendation from the Committee on Corporate Governance, constituted by the Government, in its report dated October 05, 2017, and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under, consequent to which, the PCS shall submit a report to the listed

entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an “Annexure-6”.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Sanjay Kumar Garg & Associates, Cost Accountants, Firm’s Registration Number 100292) have been appointed as Cost Auditors for the financial year 2022-23 & 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Act.

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive F.Y from 2021-22 to 202223. Further, the Committee has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange earned of Rs. 5208.41/- lakhs and foreign exchange used of Rs. 1555.27 /-lakhs of foreign exchange..

18. LISTING OF SHARES

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the BSE Limited and will continue to be listed there.

c) Company has paid annual listing fees for the Financial Year 2023-2024 to BSE Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

BSE Limited

Phiroze Jeejeebhoy Tower,

Dalal Street, Mumbai Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2023-2024.

Plant Locations

• A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

• E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

• F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan - 301019

19. SHARE CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital of the Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of the Company stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)

20. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the Company is a listed public Company. Currently Company have Mrs. Manju Singla, one-woman Director in their Board.

21. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the Company, from the last financial year to end of the financial year of the Company to which the financial statements relate and the date of the report. Stakeholders are advice to refer note standalone financial statement for the year ended 31^st March, 2024 as included in this annual report. For more clarity kindly go through Notes of standalone financial statement for the year ended 31^st March, 2024.

22. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 in Form AOC-2 is not applicable.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2023-2024, which may adversely impact the status of ongoing concern and operations in future.

24. DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

25. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was change in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year 2023-2024.

During the year Mr. Udit Singla and Mr. Shivom Singla is appointed as Whole Time Director (Executive Director) of the Company. Mr. Brijesh Kumar Singh and Mr. Dhairya Madan joined as a Non-Executive Independent Director.

Further, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company after closing of the financial year 2023-2024.

26. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^st March, 2024.

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

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

28. INFORMATION OF SUBSIDIARY/MATERIAL SUBSIDIARIES/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary/material subsidiary.

Currently, the company have below two associate companies:

1. Peptech Biosciences Limited

2. Titan Media Limited

During the Financial Year 2023-2024, the following changes have taken place in subsidiary / associates / joint venture companies:

Name of Company	Status (subsidiary / joint venture /	Added/ Ceased	Effective
	associate)		date
Titan Media Limited	Associate	Added	16-02-2024

The Company has acquired 33,90,510 partly paid up equity shares of Rs 24/- each at par aggregating to Rs. 8,13,72,240 (Eight Crore Thirteen Lacs Seventy-Two Thousand Two Hundred Forty Rupees Only) out of which Rs. 2,03,43,060/-(Two Crore Three Lacs Forty-Three Thousand Sixty Rupees Only) had paid on application (only application) by way of subscribing to the rights issue (“said issue”) of Titan Media Limited (“Investee Company”).

In this regard, the Company agreed to acquire equity shares equivalent to voting rights of 64.58% of the total issued

and paid up share capital of the Investee Company whenever the Investee Company will make a further call on the said issue. Currently, the Company had acquired the 32.29 % voting rights. The Company Stake in Investee Company will

increase in proportionally on each call.

29. VIGIL MECHANISM

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to

the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil mechanism provides multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company. The Company has established policy for Vigil Mechanism and the same is placed on the website of the Company at www.titanbiotechltd.com

30. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures. The Board of Directors don’t foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. It’s regularly analyses and takes corrective actions for managing / mitigating the same. The Company’s Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

Since the Company does not rank among the top 1000 listed entities by market capitalization as of the end of the preceding financial year, it is exempt from compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached as “Annexure-2” and forms part of the Directors Report.

32. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in “Annexure -3” to this Report.

33. BOARD EVALUATION

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

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In separate meeting of independent Directors, performance of Non-Independent Directors, the Board as a whole and

Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent directors

being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director to the

board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

34. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company at www.titanbiotechltd.com.

Whereas the term of the KMP (other than the Managing Director/Whole-time Director/Manager) and Senior Management shall be governed by the prevailing HR policies of the Company.

35. FAMILIARISATION PROGRAMME

Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

36. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

37. HUMAN RESOURCES

The details in respect of Human Resources are included in Management discussion and Analysis Report.

38. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report for the financial year ended 31^st March, 2024 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is given separately with the Auditors’ Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this report. Details of number of Board meetings, board diversity and expertise, composition of the Audit Committee and establishment of Vigil Mechanism as required under the Act are provided in the Corporate Governance Report. All mandatory recommendations made by the committee(s) were reviewed and accepted by the Board of Directors. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

39. INSURANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been adequately insured.

40. GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Integrated Annual Report to Shareholders at their e-mail address previously registered with the depositories or the Company’s Registrar and Share Transfer Agent. In line with the SEBI Listing Regulations, the Company has emailed soft copies of its Integrated Annual Report to all those Shareholders who have registered their email address for the said purpose. With reference to MCA General Circular No. 20/2020 dated May 5, 2020 and MCA Circular dated May 05, 2022 and MCA General Circular No. 11/2022 dated December 28, 2022, read with the Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Companies have been dispensed with the printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the financial year ended March 31, 2024, would be sent through email to the Shareholders.

We would greatly appreciate and encourage more Members to register their email address with their Depository Participant and/or the RTA/Company, to receive soft copies of the Annual Report and other information disseminated by the Company. Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA/ Company, by sending KYC updation forms duly signed by the shareholder(s) with required details.

41. POLICIES

For better conduct of operations and in compliance with regulatory requirements, your Company has framed and

adopted certain policies. In addition to the Company’s Code of Conduct that have been adopted by the Company are as follows:

Name of the Policy/ Code	Brief Description	Web Link
Terms and Conditions of Appointment of Independent Directors	The terms comprises of Role, Duties and Responsibilities, accompanying liabilities, etc for the Independent Directors (“ID”).
Corporate Social Responsibility Policy	The Policy delineates the Company’s approach to fostering a beneficial influence on society through initiatives encompassing education, healthcare, the environment etc., underscoring its commitment to corporate social responsibility.	•Sh o o Q in o xn £ O q ''d 3 0 s ;3 1
Familirisation Programme for Independent Directors	The Policy ensures that the Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company etc. through various programs.
Materiality Policy	Materiality Policy can be accessed in the company website.
Policy on Succession Planning for the Board and Senior	Policy on Succession Planning for the Board and Senior can be accessed in the company website.
Policy on Material Subsidiary	The Policy determines the material subsidiaries of the Company and to provide the governance framework for them.
Risk Management Policy	to identify risks impacting Company’s Business through systematic process of risk identification by Board or audit committee of executive management etc.
Policy for Determnation of Material Events and Information	This Policy aims to determine Materiality of events/information.
Policy on Preservation of Documents	The Policy deals with periodicity of retention of the Company records and documents.
Code of Conduct For Prevention of Insider Trading	The Company endeavors to preserve the confidentiality of unpublished price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
Policy on Board Diversity	To ensure a transparent Board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.
Content Archiving Policy	The Policy deals with archival of the Company’s documents which have been disclosed on the website of the Company.
Code of Conduct of Independent Directors	The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
Code of Conduct for Board of Directors and Senior Management	This Code broadly lays down the general principles to be followed by the Board of Directors and the Senior Management of the Company as a guide for discharging their respective duties and responsibilities as members of the Board or Senior Management of the Company, as the case may be.

Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of Directors and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Employees.
Related Party Transaction Policy	Related Party Transaction Policy can be accessed in the company website.
Policy for Prevention of Sexual Harassment	The Prevention of Sexual Harassment Policy has been formed to prohibit, prevent or deter the commission of acts of sexual harassment at workplace and to provide the procedure for the Redressal of complaints pertaining to sexual harassment.
Vigil Mechanism Policy	To encourage its employees to share, disclose, complain about actual or suspected misconduct, nonadherence or violation of rules, regulations, fraud, non-compliance, unethical behavior; etc.
Code of Fair Disclosure	Code of Fair Disclosure can be accessed in the company website.

42. SECRETARIAL STANDARDS

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

effectively.

43. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend and shares during FY 2023-2024. Same is available in Corporate Governance Report.

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

The Company has adopted a Policy on Prevention, Prohibition, and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and Rules framed thereunder. The Policy emphasizes zero tolerance for sexual harassment and ensures that an Internal Complaints Committee (‘ICC’) is in place for all works and offices of the Company. The ICC is

responsible for redressing complaints received regarding sexual harassment. This proactive approach underscores the Company''s commitment to providing a safe and respectful workplace environment. All employee (permanent,

contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during the financial year 2023-2024.

No of Complaints received: Nil No of complaints disposed off: N.A

45. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year 2023-2024 is available on the website of the Company at www.titanbiotechltd.com.

The Annual Return of the Company for Financial Year 2022-2023 already filed with the Ministry of Corporate Affairs (MCA) and the draft Annual Return for Financial Year 2023-2024 are available on the website of the Company and the

weblink to access the same is as per above.

After the filing of Annual Return for Financial Year 2023-2024 with MCA, the aforesaid draft version of the Return will be replaced with the final version.

46. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from

time to time, is annexed herewith as “Annexure -4”.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

47. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for director’s appointment and remuneration is uploaded in the website www.titanbiotechltd.com.

48. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Refer Corporate Governance Report para on ‘Unclaimed Dividends To Be Transferred To The Investor Education And Protection Fund’ for details on transfer of unclaimed/unpaid amount/shares to IEPF.

49. STATUTORY INFORMATION AND OTHER DISCLOSURES

a. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:

There were no transaction requiring disclosure or reporting in respect of matter relating to instance of one time settlement with any bank or financial institution.

b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

c. There was no revision of Financial Statements and the Board’s Report of the Company during the year under

review;

50. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

51. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors

also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For Titan Biotech Limited for Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

DIN: 00027706 DIN: 00027448

Date: 03/09/2024 Place: Delhi

---

Mar 31, 2023

The Directors present this 31^stAnnual Report of Titan Biotech Limited along with the audited financial statements for the financial year ended March 31, 2023.

The consolidated performance of the Company and its associate has been referred to wherever required.

1. FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

			(Amt. in Lakhs of Rupees)
	Standalone		Consolidated
Particulars	Current Year 2022-2023	Previous Year 2021-2022	Current Year 2022-2023	Previous Year 2021-2022
Revenue from operations	14,399.93	12354.88	14,399.93	15,280.97
Other income	194.31	94.12	194.31	102.25
Revenue	14,594.24	12449.01	14,594.24	15,383.22
Expenses
Operating expenditure	11459.40	9236.81	11459.40	11,181.29
Profit for the year before depreciation, Finance Costs, exceptional item and tax	2,488.36	3212.19	2,488.36	4201.93
Less: Finance Costs	63.20	78.38	63.20	128.26
Less: Depreciation	260.04	236.91	260.04	253.84
Profit/Loss before tax and exceptional item	2,811.60	2896.90	2,811.60	3819.83
Provision for Taxation	709.12	728.47	709.12	964.52
Exceptional item	-	-	-	-
Profit/Loss after Tax	2,102.48	2168..44	2,102.48	2855.31
Share in profit of associate	-	-	381.93	-
Profit/Loss	2,102.48	2168..44	2,484.41	2,168.44
Other Comprehensive Income (Net of Tax)	6.21	(2.08)	6.21	(2.08)
Total Comprehensive Income for the period	2,108.69	2,166.36	2,490.62	2,166.36
EPS (in Rs.)	25.44	26.24	25.44	26.24

2. PERFORMANCE AND REVIEW

The total revenue for FY 2023 was Rs. 14,594.24 /- lakhs, increase by 17 % percent over the previous year’s revenue of Rs. 12,449.00/- lakhs. The profit after tax (“PAT”) for FY 2023 and FY 2022 was Rs. 2,490.62/- lakhs and Rs. 2,166.36/-Lacs, respectively.

3. CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of associate Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as“Annexure-1”.

4. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 15 (Fifteen) times during 2022-2023. The details of the meetings attended by each Director is provided in the Corporate Governance Report attached to the Directors’ Report. The Board met fifteen timesduring the year 2022-2023, on21 April 2022, 19 May 2022, 30 May 2022, 16 June 2022, 16 July 2022, 10 August 2022, 26 August 2022, 17 September 2022, 01 October 2022, 19 October 2022, 14 November 2022, 10 January 2023, 04 February 2023, 01 March 2023, and 27 March 2023. The gap between any two Board Meetings did not exceed 120 days.

Name of Director	Status	No. of Board Meetings attend during 2022-2023
Mr. Naresh Kumar Singla	Managing Director -Executive Director	13
Mr. Suresh Chand Singla	Managing Director-Executive Director	13
Mrs. Manju Singla	Non-Executive Woman Director	15
Ms. Supriya Singla	Non-Executive Director	15
Mr. Abhishek Agarwal	Non-Executive Independent	7
Mrs. Rekha Dalmia	Non-Executive Independent	15
Mr. Rohit Jain	Non-Executive Independent	15
Mr. Raja Singla	Whole Time DIrector-Executive Director	7

5. COMMITTEES OF THE BOARD OF DIRECTORS • Audit Committee

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

• Nomination &Remuneration Committee

The details pertaining to the composition of the Nomination & Remuneration Committee and other details are included in the Corporate Governance Report, which is a part of this report.

• Stakeholder Relationship Committee

The details pertaining to the composition of the Stakeholders Relationship Committee and other details are included in the Corporate Governance Report, which is a part of this report.

• Corporate Social Responsibility Committee

The details pertaining to the composition of the Corporate Social Responsibility Committee and other details are included in the Corporate Governance Report, which is a part of this report.

6. MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 18/03/2023. All the independent directors were present in the meeting.

7. STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

8. FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new marketsby participating in important exhibitions, conferences and seminars in and outside India and doingaggressive marketing and advertisement to tap the market. The Company is developing product for health supplement.

9. FIXED DEPOSIT

During the period of under review, the Company has not accepted any deposits.

10. DIVIDEND

The Board of Directors at their meeting held on May 29, 2023, has recommended payment of Rs.1.80/- (@18%) per equity share of the face value of Rs. 10/- each as final dividend for the financial year ended March 31,2023.

The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

11. TRANSFER TO RESERVES

A Sum of Rs. 2,102.48 /- lakhs was transferred to General Reserves out of the Profits for the Current year and the retained earning increased from Rs. 6,921.68/- lakhs to Rs. 8,900.21/- lakhs..

12. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly apprised with the overview of Company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all regulatory & policy changes.

13. POLICIES ADOPTED BY COMPANY

The policies of the Company are placed on the website of the Company at: www.titanbiotechltd.com in investors sub link.

14. MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With improvement in Building and Modernisation of Existing Plant, Company will be able to cater the needs of its customers in a better way and provide high quality products meeting international standards to its domestic as well as overseas customers.

15. DIRECTORS

Mrs. Manju Singla and Mr. Raja Singla shall retire in this Annual general meeting and being eligible offers herself/himself for reappointment. A resolution seeking shareholders’ approval for her re-appointment along with other required details forms part of the Notice. The details of remuneration of Directors may be referred to in the Corporate GovernanceReport.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, Mr. Naresh Kumar Singla and Mr. Suresh Chand Singla, Managing Director, Mr. Raja Singla, Whole Time Director, Mr. Prem Shankar Gupta, Chief Financial Officer and Mr. Charanjit Singh, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2023.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the Directors had prepared the accounts for the financial year ended 31^st March, 2023 on a going concern basis.

(5) The Directors had laid down se to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

17. AUDITORS Statutory Auditor

Pursuant to the provisions of Section 139 and 141 of the Act and the rules made thereunder, M/s A N S K & Associates, Chartered Accountants (Firm Registration No.:026177N)were appointed as Statutory Auditors of the Company from the conclusion of 30^th Annual General Meeting held on 30^th September, 2022 till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Auditors’ Report on the financial statements of the Company for the financial year ended March 31,2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

Secretarial Auditor

Pursuant to Section 204 of the Act, Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year ended March 31, 2023. The Report of the Secretarial Auditor is annexed as “Annexure 5” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the recommendation from the Committee on Corporate Governance, constituted by the Government, in its report dated October 05, 2017, and Circular No. CIR/CFD/CMD1/27/2019 dated 08/02/2019, annual secretarial compliance report as per format prescribed by the SEBI shall be submitted by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under, consequent to which, the PCS shall submit a report to the listed entity.

Annual Secretarial Compliance Report of Titan Biotech Ltd is a part of this report as an “Annexure-6”.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s Sanjay Kumar Garg & Associates, Cost Accountants, Firm’s Registration Number 100292) have been appointed as Cost Auditors for the financial year 2022-23 & 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act..

Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive F.Y from 2021-22 to 2022-23.

Further, the Committee has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

18. STATUTORY AUDITORS’ REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are selfexplanatory.

19. SECRETARIAL AUDITORS’ REMARK

The report of the Secretarial Auditors is also self-explanatory and need no further comments from the Directors.

20. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange inflows of Rs. 4578.84/- lakhs and foreign exchange outflows of Rs. 2157.14 lakhs of foreign exchange.

21. LISTING OF SHARES

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the BSE Limited and will continue to be listed there.

c) Company has paid annual listing fees for the Financial Year 2022-2023 to BSE Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

BSE Limited PhirozeJeejeebhoy Tower,

Dalal Street, Mumbai Weblink: www.bseindia.com

There was no presentation to Institutional Investors & analyst during 2022-2023.

Plant Locations

• A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

• E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

• F-689-690, RIICO Industrial Area, Chopanki, Bhiwadi, Rajasthan - 301019

22. SHARE CAPITAL

There was no change in Share Capital of Company during the year, the Paid up share capital ofthe Company stands at Rs. 8,26,37,000/- (Rupees Eight Crore Twenty-Six Lacs Thirty-Seven Thousand Only) and authorized share capital of the Company stands at Rs.10,00,00,000/- (Rupees Ten Crores Only)

23. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the Company is a listed public Company. Currently Company have Mrs. Manju Singla, one-woman Director in their Board.

24. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments occurred, which affect the financial position of the Company, from the last financial year to end of the financial year of the Company to which the financial statements relate and the date of the report. Stakeholders are advice to refer note standalone financial statement for the year ended 31^stMarch, 2023 as included in this annual report. For more clarity kindly go through Notesof standalone financial statement for the year ended 31^stMarch, 2023.

25. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 inForm AOC-2 is not applicable.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2022-2023, which may adversely impact the status of ongoing concern and operations in future.

27. DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditor as per Section 134 (3) (ca) of the Companies Act,2013 read with Companies (Amendment) Act, 2015.

28. CHANGE IN DIRECTORS ANDKEY MANAGERIAL PERSONNEL

There waschange in the composition of the Board of Directors andKey Managerial Personnel of the Company during the year 2022-2023.

During the year Mr. Abhishek Agarwal and Mr. Raja Singla is appointed as Non-Executive Independent Director and Whole Time Director (Executive Director) of the Company.

Further There was change in the composition of the Board of Directors and Key Managerial Personnel of the Company after closing of the financial year 2022-2023.

1. Mrs. Rekha Dalmia has resigned as Independent Director from the Board w.e.f 25/07/2023.

29. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of Company during the financial year ended 31^stMarch, 2023.

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

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

31. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES

During the year under review, the Company does not have any subsidiary.

The important particulars of financial data of Associate Company has been provided in Form AOC-1.

32. VIGIL MECHANISM

The Company has established policy for Vigil Mechanism and the same is placed on the website of the Company at www.titanbiotechltd.com

33. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures. The Board of Directors don’t foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. It’s regularly analyses and takes corrective actions for managing / mitigating the same. The Company’s Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of Conservation of Energy and Technology Absorption is attached as “Annexure-2” and forms part of the Directors Report.

35. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to monitor implementation of CSR activities of your Company.

The details of the composition of the CSR Committee, CSR policy, CSR initiatives and activities undertaken during the year are given in the Annual Report on CSR activities in “Annexure -3” to this Report.

36. BOARD EVALUATION

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

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

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

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent directors being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

37. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company at www.titanbiotechltd.com.

Whereas the term of the KMP (other than the Managing Director/Whole-time Director/Manager) and Senior Management shall be governed by the prevailing HR policies of the Company.

38. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Act re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. 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 Directors’ Report.

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

39. DISCLOSURE REQUIREMENT

As per SEBI Listing Regulations, the Corporate Governance Report for the financial year ended 31^st March, 2023 giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is given separately with the Auditors’ Certificate thereon, and the integrated Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

40. SECRETARIAL STANDARDS

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

41. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and

Protection Fund Authority (Accounting, Audit, Transferand Refund) Rules, 2016 (IEPF Rules), the company has transferred dividend and shares during FY 2022-23. Same is available in Corporate Governance Report.

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

The Company has in place aPrevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employee (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the summary of sexual harassment complaints received and disposed off during the financial year 20222023.

No of Complaints received: Nil No of complaints disposed off: N.A

43. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for Financial Year 2022-2023 is available on the website of the Company at www.titanbiotechltd.com.

44. DISCLOSURE OF INFORMATION OF KMP REMUNERATION PURSUANT TO RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014

The particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as “Annexure -4”.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

45. NOMINATION AND REMUNERATION POLICY

The nomination and remuneration policy of Titan Biotech Limited for director’s appointment and remuneration is uploaded in the website www.titanbiotechltd.com.

46. OTHER DISCLOSURE

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof:

a. There were no transaction requiring disclosure or reporting in respect of matter relating to instance of onetime settlement with any bank or financial institution.

b. Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the year no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

47. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

48. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

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Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting their 26^th Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL SUMMARY AND HIGHLIGHT OF FINANCIAL RESULTS:

		(Amt. in Lakhs of Rupees)
	Standalone		Consolidated
Particulars	Current Year 2017-2018	Previous Year 2016-17	Current Year 2017-18	Previous Year 2016-17
Sales	5600.00	5270.05	5920.40	5301.37
Profit for the year before interest, depreciation and tax	717.83	575.41	757.05	564.01
Less: Interest	235.21	146.58	238.93	147.57
Less: Depreciation	90.73	79.57	93.19	81.57
Profit/Loss before tax	391.88	349.25	424.93	334.86
Provision for Taxation	107.97	115.61	114.17	116.78
Profit/Loss after Tax	283.90	233.64	310.76	218.08
Surplus brought forward from Previous Year	1039.74	875.95	1027.23	879.01
Profit available for Appropriations	1323.65	1109.59	1338.00	1097.09
Proposed Dividend including Tax	69.85	69.85	69.85	69.85
Balance Carried to Balance Sheet	1253.79	1039.74	1268.14	1027.23

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotech products which has resulted in a turnover of Rs. 5600.00 lakhs as compared to turnover of Rs. 5270.05 lakhs in the last financial year and earned Net Profit before tax of Rs. 283.90 lakhs as compared to Rs. 233.64 lakhs during the last financial year. The Nature of business continues to be manufacturing and sale of biotech products.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with Indian Accounting Standards. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of Subsidiary Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 15 (Fifteen) times during 2017-18. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directors’ report. The Board met fifteen times during the year 2017-18, on 20.04.2017, 20.05.2017, 30.05.2017, 21.07.2017, 09.08.2017, 30.08.2017, 05.10.2017, 17.10.2017, 25.10.2017, 04.11.2017, 14.11.2017, 05.12.2017, 03.01.2018, 8.02.2018 and 31.03.2018.

Name of Director	Status	No. of Board Meeting held during 2017-18
Mr. Naresh Kr. Singla	Managing Director	14
Mr. Suresh Chand Singla	Managing Director	13
Mrs. Manju Singla	Non-Executive Woman Director	15
Mr. Sachin Gupta	Non-Executive Independent	15
Mr. Hitesh Kohli	Non-Executive Independent	15
Mr. Praveen Somani	Non-Executive Independent	7
Mr. Parvesh Goel	Non Executive Independent	6
Mr. Raja Singla	Non Executive Director	12
Ms. Supriya Singla	Non Executive Director	4

COMMITTEES OF THE BOARD OF DIRECTORS - Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met six times during the year 2017-18, on 30^th May, 2017, 9^th August, 2017, 30^th August, 2017, 25^th October, 2017, 14^th November, 2017, and 8^th February, 2018. The attendance of the Audit Committee Members was as under.

Name	Category	No. of Meeting(s) Attended
Mr. Sachin Gupta	Non-executive Chairman	6
Mr. Hitesh Kohli	Non-executive, Independent	6
Mr. Parvesh Goel	Non executive, Independent	6
Mrs. Manju Singla	Non executive	6
Mr. Praveen Somani	Non-executive Independent	6

The role of Audit Committee includes the following:

1. Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board the appointment,,re-appointment, terms of appointment/ reappointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees/ remuneration.

3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

4. Reviewing, with the Management, the Annual Financial Statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Sub- Section (5) of Section 134 of the Companies Act, 2013. Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgement by the Management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

5. Review/examine, with the Management, the quarterly/year to date financial statements and auditor’s report thereon, before submission to the Board for approval.

6. Reviewing with the Management, the financial statements of subsidiaries and in particular the investments made by each of them.

7. Reviewing/Monitoring, with the Management, the statement of uses/application/end use of funds raised through an issue (public issue, rights issue, preferential issue, etc.) and related matters, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

8. Reviewing/evaluating, with the Management, performance of Statutory and Internal Auditors, internal financial controls, risk Management system and adequacy of the internal control systems.

9. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

10. Discussion with Internal Auditors any significant findings and follow-ups there on.

11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

12. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

13. To look into the reasons for substantial defaults in payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.

14. To review the functioning of the Whistle- Blower mechanism.

15. Approval of appointment of CFO (i.e. the Whole- Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

17. Review and monitor the Auditor’s independence, performance and effectiveness of Audit process.

18. Approval or any subsequent Modification of transactions of the Company with related parties.

19. Scrutiny of inter- corporate loans and investments.

20. Valuation of undertakings or assets of the Company, wherever it is necessary.

Further, the Audit committee is empowered to investigate any activity within its terms of reference, seek information it requires from any employee, obtain outside legal or other independent professional advice and secure attendance of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time. Dabur has systems and procedures in place to ensure that the Audit committee mandatorily reviews:

- Management Discussion and Analysis of financial conditions and results of operations.

- Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management.

- Management letters / letters of internal control weaknesses issued by the Statutory Auditors

- Internal audit reports relating to internal control weaknesses.

- Appointment, removal and terms of remuneration of the Chief Internal Auditor.

- Statement of deviations:

The Committee comprises of four Independent Directors. The Management is responsible for the Company’s internal financial controls and financial reporting process. The Independent Auditors are responsible for performing an independent audit of the Company’s financial statements in accordance with the Indian Accounting Standards (Ind AS) and for issuing a report thereon.

The Committee is responsible for overseeing the processes related to financial reporting and Information dissemination.

In this regard, the Committee discussed with the Statutory Auditors the overall scope for their audit. The Management presented to the Committee the Company’s financial statements and also represented that the Company’s financial statements had been drawn in accordance with the Ind AS. Based on its review and discussions conducted with the Management and the Independent Auditors, the Audit Committee believes that the Company’s financial statements are presented in conformity with Ind AS in all material aspects.

The Committee has reviewed Statement of Contingent Liabilities, Management Discussion and Analysis, Financial Statements of subsidiary Companies, Investments made by Subsidiary Companies, Directors’ Responsibility Statement, Financial Results and Draft Audit/ Limited Review Report thereon, Financial Statements and Draft Auditors’ Report, approval (including modification, if any) and review of Related Party Transactions and scrutinized inter corporate loans and investments of the Company.

The Committee also approved the Capex proposals during the Financial Year 2017-18. Complaints received under Whistle-Blower Policy/ Vigil Mechanism were also monitored by the Committee. The Committee affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee.

The Committee has appointed M/s Prem Mishra & Co. as Internal Auditors of the Company for the period from 1st April, 2017 to 31st March, 2019 and discussed and approved their audit plan. and approved their scope of work.

Remuneration of Statutory Auditors for FY 17-18 was also approved.

In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committee’s responsibility statement.

- Remuneration Committee

The Remuneration Committee met once in the year 2017-18 on 20.04.2017 during the last year. The attendance of members of Remuneration Committee was as under:-

NAME	CATEGORY	No. of Meeting(s) Attended
Mr. Sachin Gupta	Non-executive Chairman	1
Mr. Hitesh Kohli	Non-executive, Independent	1
Mr. Parvesh Goel	Non-executive, Independent	0
Mr. Praveen Somani	Non executive, Independent	1
Mrs. Manju Singla	Non executive, Woman Director	1

The roles and responsibilities of the Committee include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

2. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

3. Formulate the criteria for evaluation of Director’s and Board’s performance and to carry out the evaluation of every Director’s performance.

4. Devising a policy on Board diversity.

5. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments to the Board.

6. To decide the remuneration of consultants engaged by the Committee.

7. Framing, recommending to the Board and implementing, on behalf of the Board and on behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Personnel (KMP) & other Employees, including ESOP, pension rights and any other compensation payment.

8. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and KMP of the quality required to run the Company successfully.

9. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

10. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

11. Considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and other employees.

12. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme and recommending the same to the Board/ shareholders for their approval and implementing/ administering the scheme approved by the shareholders.

13. Suggesting to Board/ shareholders changes in the ESPS/ ESOS.

14. Deciding the terms and conditions of ESPS.

Stakeholder Relationship Committee

The Board had delegated the power to attend investor complaints to Stakeholders Relationship Committee. The Stakeholders Relationship Committee met 17 times upto 31st March, 2018 i.e. on 7^th April, 2017, 3rd May, 2017, 11th May, 2017, 19th May, 2017, 15th July, 2017, 31^st July, 2017, 12th August, 2017, 6th September, 2017, 12th October, 2017, 31st October, 2017, 23^rd November, 2017, 18th December, 2017, 29th December, 2017, 9th January, 2018, 8th February, 2018, 20th February, 2018 and 15th March, 2018.

The attendance of the Members of Stakeholders Relationship Committee was as under:

Mr. Suresh Chand Singla	Managing Director	17
Mr.Naresh Kumar Singla	Managing Director	17
Mr. Sachin Gupta	Non-Executive Chairman	17

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 31/03/2018. All the four independent directors were present in the meeting.

STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new markets by participating in important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement to tap the market. The Company also plans to modernize its existing factory at A-902A, RIICO Industrial Area phase-III, Bhiwadi, Rajasthan. The Company has already started renovation of existing building and production facilities. It will also change required machinery and install machineries which are most cost efficient and more productive. The International standards for designing of laboratory at the works are also considered and will be adopted to the extent possible. The look of existing factory will be modernized and updated.

FIXED DEPOSIT

During the period of under review, the Company has not accepted any deposits.

DIVIDEND

A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2018 to the shareholders. The final dividend shall be paid within prescribed time under law after your approval at ensuing Annual General Meeting. The dividend shall be paid to those shareholders whose name appear on the Register of Members as per Benpos Positions as on 21st September, 2018. The book closures has also been fixed from 22.09.2018 to 28.09.2018 (both days inclusive) for aforesaid purpose.

TRANSFER TO RESERVES

A Sum of Rs. 214.05 lakhs was transferred to General Reserves out of the Profits for the Current year and the Reserves and Surplus increased from Rs. 1539.74 lakhs to Rs. 1753.79 lakhs after providing for Dividend for the financial year ended on 31st March, 2018.

DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly apprised with the overview of company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all regulatory & policy changes.

POLICIES ADOPTED BY COMPANY

The policies of the company are placed on the website of the company at: http://www.titanbiotechltd. com in investors sublink.

MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With improvement in Building and Modernisation of Existing Plant, Company will be able to cater the needs of its customers in a better way and provide high quality products meeting international standards to its domestic as well as overseas customers.

DIRECTORS

Ms. Supriya Singla shall retire in this Annual general meeting and being eligible offers himself for reappointment. Mr. Suresh Chand Singla, Managing Director and Mr. Naresh Kumar Singla, Managing Director are proposed to be reappointed as Managing Director w.e.f 01.04.2018 on monthly remuneration within the limit of Schedule V of the Companies Act, 2013. The details of remuneration may be referred to in the Corporate Governance Report.

All the independent directors namely Mr. Sachin Gupta, Mr. Praveen Somani, Mr. Parvesh Goel and Mr. Hitesh Kohli have furnished a statement of declaration to be given by independent directors under sub section (6) of Section 149 of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director’s Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31st March, 2018 on a going concern basis.

(5) the directors had laid down se to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDIT COMMITTEE

(I.) The Audit Committee held its meeting during the previous financial year on 30.05.2017, 09.08.2017, 30.08.2017, 25.10.2017, 14.11.2017, and 08.02.2018.

(II.) At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

(III.) The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under SEBI Regulations as well as in Sec. 177 of the Companies act, 2013.

AUDITORS

The Board recommends reappointment of M/s Sunita Agrawal & Company as Statutory Auditor of the company upto 31st Annual General Meeting of the Company.

STATUTORY AUDITORS’ REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self explanatory.

SECRETARIAL AUDITORS’ REMARK

The report of the Secretarial Auditors is also self explanatory and need no further comments from the Directors.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had foreign exchange inflows of Rs. 1390.85 lakhs and foreign exchange outflows of Rs. 1191.12 lakhs of foreign exchange.

LISTING OF SHARES

(a) The Company securities have not been suspended from trading.

(b) The securities of the Company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai

RAISING OF FUNDS BY WAY OF PREFERENTIAL ISSUE

The Company had taken approval from Shareholders for issue of equity shares by way of preferential issue of 525000 equity shares in the AGM held on 29.09.2017 but since in principle approval was not granted by the Bombay Stock Exchange Limited as the process of holding to be put in Lock in could not be completed, the Board of Directors cancelled the said preferential issue. The company seeks to take fresh approval from the shareholders for making preferential issue of equity shares in the upcoming AGM of the company.

There was no presentation to Institutional Investors & analyst during 2017-18.

Plant Locations

- Works and Registered Office A-902A, RIICO Industrial Area, Phase-III, Bhiwadi, Rajasthan.

- E-540, Industrial Area, Chopanki, Bhiwadi, Rajasthan.

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

Information of Subsidiary/Associate Companies

During the year under review, the subsidiary of company namely Peptech Biosciences Limited took registration for various products. The Subsidiary company generated revenue of Three Crores and the company expect to perform better in the coming years. The information in prescribed form of the performance and financial position of Peptech Biosciences Limited is attached as Annexure-1.

Form no. AOC -2 pursuant to clause (h) of sub-section (3) of Section 134 of Companies Act, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts, arrangements entered into by the company with related parties referred to in sub-section 1 of Section 188 of the Companies Act, 2013:

1. Detail of Contracts or Arrangements or Transactions not at arm’s length basis:-

Titan Biotech Limited has not entered into any contract or arrangement or transaction with any related party which is not at arm’s length pursuant to Section 188 of Companies Act, 2013 during the year 2017-18.

2. Details of Contracts or Arrangements entered into at arm’s length basis:-

Titan Biotech Limited has not entered into contract or arrangement or transaction with related parties.

Vigil Mechanism

The Company has established policy for Vigil Mechanism and the same is placed on the website of the company at www.titanbiotechltd.com.

Risk Management Policy

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures. The Board of Directors don’t foresee any elements of risk, which in its opinion, may threaten the existence of the Company. The Company is aware of the risks associated with the business. Its regularly analyses and takes corrective actions for managing / mitigating the same. The Company’s Risk management framework ensures compliance with the provisions of Regulation 17(9) of the Listing Regulation and has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility are not applicable to the Company.

Board Evaluation

The Board of Directors have carried out evaluation of its own performance, that of its committees and individual directors pursuant to the provisions of the Act and corporate governance requirements under SEBI Regulations. The Evaluation was done taking in view the inputs given by each director,preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting of the independent directors, performance of non independent directors was evaluated. The Evaluation of director’s performance was discussed at the Board Meeting.

Policy on Directors Appointment, Remuneration and other details

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

Secretarial Standards

The Company has adopted Secretarial Standards issued by the Institute of Company Secretaries of India.

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

No complaint on sexual harassment was received by the Internal Committee of Company during the financial year under review.

Extract of Annual Return

Extract of Annual Return has been placed on the website of the company at www.titanbiotechltd.com and forms a part of it.

Disclosure of Information of KMP remuneration pursuant to Rule 5( 1) of Companies (Appointment and Remuneration of Remuneration of Managerial Personnel) Rules, 2014.

The disclosure of information is attached as Annexure to Directors Report as Annexure -2.

Nomination and Remuneration Policy

The nomination and remuneration policy of Titan Biotech Limited for directors’ appointment and remuneration is attached as Annexure-3.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by Mr. Amit Anand, Practicing Company Secretary regarding compliance of various laws is also annexed hereto as Annexure-4

Conservation of Energy, Technology Absorption

The disclosure of Conservation of Energy and Technology Absorption is attached as Annexure-A and forms part of the directors Report.

Disclosures of particulars with respect to Conservation of Energy.

1. CONSERVATION OF ENERGY

i. In Order to save power the Company continued to install LED Lights in place of Normal Lights.

ii. Installed energy efficient pumps in place existing traditional pumps.

2. IMPACT OF ABOVE MEASURES:

Implementation of Energy Conservation measures have resulted-

i. In reduction of energy cost and thereby production cost.

ii. In the increase of awareness in the employees.

3. Steps taken by the Company for utilizing alternate sources of energy:

The Company has taken adequate steps and have tried generation of electricity through Generator, Coal and LDO.

Disclosures of particulars with respect to Conservation of Energy.

B. TECHNOLOGY ABSORPTION

The efforts made by the company in Technology Absorption is as per Form- B

FORM- B

Disclosures of particulars with respect to Technology Absorption Research and Development (R&D)

1. Specific areas in which R & D carried out by the Company

Development activities of the Company are directed towards Energy conservation, Pollution Control, Quality Improvement and Process Improvement in the Existing Manufacturing System.

2. Benefit Derived as a result of the above R & D:

I. The Company Has been able to produce quality Biological products confirming to international Standards.

II. Cost effectiveness and cost consciousness.

III. Improvement in specific consumption of energy.

IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D activities:-

I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.

II. Such facilities will include product approach, analytical aspects of raw material used and intermediates

III. Product innovations, process development/ improvement through latest available worldwide technologies.

IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4. Expenditure on R & D

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.

(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development etc.

The Company has developed its own technology for achieving high yield in Biological Peptones and Extract and Dehydrated Culture Media with special emphasis on process improvement.

(3) Imported technology (Imported during last 5 years reckoned from the beginning of financial year): The Company has not imported any technology.

C. Foreign Exchange Earning and Outgo

(a) Activities relating to exports; Initiative taken to increase exports, development of new markets for products and export plans:

(b) Total Foreign Exchange Earned : Rs. 1390.85 Lakhs

(c) Total Foreign Exchange Used : Rs. 1191.12Lakhs

For Titan Biotech Limited For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Date: 01.09.2018 Managing Director Managing Director

Place: Delhi DIN 00027706 DIN 00027448

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Mar 31, 2016

To,

The Members,

Your Directors have pleasure in presenting their 24^th Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2016.

(Amt. in Lakhs of Rupees)

FINANCIAL RESULTS: STANDALONE CONSOLIDATED

Particulars	Current Year 2015-2016	Previous Year 2014-2015	Current Year 2015-2016	Previous Year 2014-2015
Sales	4873.86	4241.25	4889.63	4241.25
Profit for the year before interest, depreciation and tax	433.90	428	440.90	428
Less : Interest	98.67	99.22	98.72	99.22
Less : Depreciation	76.48	83.84	77.06	83.84
Profit/Loss before tax	258.75	245.00	265.12	245.00
Provision for Taxation	86.40	81.81	88.30	81.81
Profit/Loss after Tax	172.34	163.19	176.82	163.19
Surplus brought forward from Previous Year	773.46	680.13	772.05	680.13
Profit available for Appropriations	945.81	843.32	948.87	843.32
Proposed Dividend including Tax	69.85	69.85	69.85	69.85
Balance Carried to Balance Sheet	875.95	773.46	879.01	773.46

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing of biotech products which has resulted in a turnover of Rs. 4873.86 lakhs. As compared to turnover of Rs. 4241.25 lakhs in the last financial year and earned Net Profit before tax of Rs. 258.75 lakhs as compared to Rs. 245.00 lakhs during the last financial year.

CONSOLIDATION OF FINANCIAL STATEMENTS

The Financial statements have been prepared in accordance with generally accepted accounting principles in India (India GAAP). These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, a statement containing salient features of Financial Statements of Subsidiary Company namely Peptech Biosciences Limited pursuant to sub-section 3 of Section 129 of Companies Act, 2013 in prescribed form AOC-1 is appended as Annexure-1.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 16 (Sixteen) times during 2015-16. The details of the meetings attended by each director is provided in the Corporate Governance Report attached to the directors'' report. The Board met sixteen times during the year 2015-16, on 23.04.2015, 28.05.2015, 20.07.2015, 27.07.2015, 29.07.2015, 22.08.2015, 27.08.2015, 11.09.2015, 28.09.2015, 10.10.2015, 29.10.2015, 21.11.2015, 12.01.2016, 29.01.2016, 22.02.2016 and 29.03.2016.

Name	Category	No. of board meetings held during 2015-2016
Mr. Naresh Kr. Singla	Managing Director	16
Mr. Suresh Chand Singla	Managing Director	13
Mrs. Manju Singla	Non-Executive Woman Director	16
Mr. Sachin Gupta	Non-Executive Independent	16
Mr. Hitesh Kohli	Non-Executive Independent	16
Mr. Praveen Somani	Non-Executive Independent	13
Mr. Parvesh Goel	Non-Executive Independent	16
Mr. Raja Singla	Non Executive Director	14
Ms. Supriya Singla	Non Executive Director	16

COMMITTEES OF THE BOARD OF DIRECTORS

- Audit Committee

The Company has an Audit Committee of the Board of Directors. The Committee met four times during the year 2015-16, on 28^th May 2015, 29^th July 2015, 29^th October, 2015 and 29^th January, 2016. The attendance of the Audit Committee Members was as under.

Name	Category	No. of Meeting(s) Attended
Mr. Sachin Kumar Gupta	Non-executive Chairman	4
Mr. Hitesh Kohli	Non-executive Independent	4
Mr. Pravesh Goel	Non-executive Independent	4
Mrs. Manju Singla	Non-executive	4
Mr.Praveen Somani	Non-executive Independent	2

- Remuneration Committee

The Remuneration Committee met once in the year 2015-16 on 16^th April, 2015 during the last year. The attendance of members of Remuneration Committee was as:-

Name	Category	No. of Meeting(s) Attended
Mr. Sachin Kumar Gupta	Non-executive, Independent	1
Mr. Hitesh Kohli	Non-executive, Independent	1
Mr. Pravesh Goel	Non-executive, Independent	1
Mr. Praveen Somani	Non executive, Independent	1
Mrs. Manju Singla	Non executive	1

- Shareholders/Investor''s Grievance Committee.

The Board had delegated the power to attend investor complaints to Shareholders and Investors Grievance Committee. The Shareholders/Investors'' Grievance Committee met four times up to 31^st March, 2016 i.e. on 18^th April, 2015, 14^th July, 2015, 9^th October, 2015, and 3 ^rd February, 2016. The attendance of the Members of Share Transfer & Shareholders / Investors'' Grievance Committee was as under:

Mr. Suresh Chand Singla	Managing Director	4
Mr.Naresh Kumar Singla	Managing Director	4
Mr. Sachin Kumar Gupta	Non-exectuive Chairman	4

MEETING OF INDEPENDENT DIRECTORS

A Meeting of the Independent Directors was held on 25th March, 2016. All the four independent directors were present in the meeting.

STATE OF COMPANY AFFAIRS

The Company is engaged in manufacture and export of Prepared Culture Media, Biological Goods, Plant Growth Promoters etc. The Company is manufacturing Peptones, Biological Extracts, Culture Media and Chemicals.

FUTURE PLANS

The Company plans to promote its products domestically as well as internationally in new markets by participating in important exhibitions, conferences and seminars in and outside India and doing aggressive marketing and advertisement to tap the market. The Company also plans to modernize its existing factory at A-902A, RIICO Industrial Area phase-III, Bhiwadi, Rajasthan. The Company has already started renovation of existing building and production facilities. It will also change required machinery and install machineries which are most cost efficient and more productive. The International standards for designing of laboratory at the works are also considered and will be adopted to the extent possible. The look of existing factory will be modernized and updated.

FIXED DEPOSIT

During the period of under review, the Company has not accepted any deposits.

DIVIDEND

A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2016 to the shareholders. The final dividend shall be paid within prescribed time under law after your approval at ensuing Annual General Meeting.

TRANSFER TO RESERVES

A Sum of Rs. 1, 02,48,746.60 was transferred to General Reserves out of the Profits for the Current year and the Reserves and Surplus increased from Rs. 12,73,46,769.00 to Rs. 13,75,95,515.60 after providing for Dividend for the financial year ended on 31st March, 2016.

DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly apprised with the overview of company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also apprised of all regulatory & policy changes.

POLICIES ADOPTED BY COMPANY

The policies of the company are placed on the website of the company at: http://www.titanbiotechltd.com in investors sub link.

MODERNISATION OF EXISTING FACTORY

The Company has already started modernization of its existing plant, Building at A-902A, RIICO Industrial Area, Bhiwadi, Rajasthan for meeting international standards and quality improvement. With improvement in Building and Modernization of Existing Plant, Company will be able to cater the needs of its customers in a better way and provide high quality products meeting international standards to its domestic as well as overseas customers.

DIRECTORS

Mr Raja Singla shall retire in this Annual general meeting and being eligible offers himself for re-appointment.

All the independent directors namely Mr. Sachin Gupta, Mr. Praveen Somani, Mr. Parvesh Goel and Mr. Hitesh Kohli have furnished a statement of declaration to be given by independent directors under sub section (6) of Section 149 of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of Companies Act, 2013 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2016 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31^st March, 2016 on a going concern basis.

(5) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 28.05.2015, 29.07.2015, 29.10.2015 and 29.01.2016.

II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audi Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under clause 49 of Listing Agreement as well as in Sec. 177 of the Companies act, 2013.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall cease to be auditors at the ensuing Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. The Board examined various proposals for assignment of Audit Work from Chartered Accountants Firms and after discussion proposed to appoint M/s Sunita Agrawal & Company as Statutory Auditor of the company for a period from current AGM and upto 29th AGM of Company with ratification of appointment in every AGM and subject to approval of Shareholders. Therefore, the company proposes to appoint M/s Sunita Agrawal & Company as Statutory Auditors of the Company. They are not related in any way to previous Auditors of Company.

AUDITORS'' REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self explanatory, the report of the Secretarial Auditors is also self explanatory and need no further comments from the Directors.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had earnings of Rs. 868.63 lakhs and outgo of Rs. 490.42 lakhs of foreign exchange.

LISTING OF SHARES

a) The Company securities have not been suspended from trading.

b) The securities of the Company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of Company will continue to be listed as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013

Particulars of Loans, Guarantees or Investments under Section 186 of Companies Act, 2013 have been disclosed appropriately under financial statements.

Information of Subsidiary/Associate Companies

Your Company have a subsidiary as per Companies Act, 2013 named Peptech Biosciences Limited during the year ended 31st March, 2016. The information in prescribed form is attached as Annexure-1

Form no. AOC -2 pursuant to clause h of sub-section 3 of Section 134 of Companies Act, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts, arrangements entered into by the company with related parties referred to in sub-section 1 of Section 188 of the Companies Act, 2013:

1. Detail of Contracts or Arrangements or Transactions not at arm''s length basis:-

Titan Biotech Limited has not entered into any contract or arrangement or transaction with any related party which is not at arm''s length pursuant to Section 188 of Companies Act, 2013 during the year 2015-16.

2. Details of Contracts or Arrangements entered into at arm''s length basis:-

Titan Biotech Limited has not entered into contract or arrangement or transaction with related parties.

Vigil Mechanism

The Company has established policy for Vigil Mechanism and the same is placed on the website of the company at www.titanbiotechltd.com.

Risk Management

The provisions related to Risk Management Policy are not applicable to Company.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility are not applicable to the Company.

Board Evaluation

The Board of Directors have carried out evaluation of its own performance, that of its committees and individual directors pursuant to the provisions of the Act and corporate governance requirements under SEBI Regulations. The Evaluation was done taking in view the inputs given by each director, preparedness on issues to be discussed, meaningful and constructive contribution. In a separate meeting of the independent directors, performance of non independent directors was evaluated. The Evaluation of director''s performance was discussed at the Board Meeting.

Policy on Directors Appointment, Remuneration and other details

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed in the website of the Company.

Internal Financial Control System and their Adequacy

The details in respect of internal financial control and their adequacy are included in Management discussion and Analysis Report.

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

No complaint on sexual harassment was received by the Company during the financial year under review.

Extract of Annual Return

Extract of Annual Return has been annexed to the Directors Report as Annexure -2 and forms a part of it.

Disclosure of Information of KMP remuneration pursuant to Rule 5( 1) of Companies (Appointment and Remuneration of Remuneration of Managerial Personnel) Rules, 2014.

The disclosure of information is attached as Annexure to Directors Report as Annexure -3

Nomination and Remuneration Policy

The nomination and remuneration policy of Titan Biotech Limited for directors appointment and remuneration is attached as Annexure-4.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report has been issued by M/s NKS & Company regarding compliance of various laws is also annexed hereto as Annexure-5

Conservation of Energy, Technology Absorption

The disclosure of Conservation of Energy and Technology Absorption is attached as Annexure-A and forms part of the directors Report.

ANNEXURE- A FORM A

Disclosures of particulars with respect to Conservation of Energy.

A. POWER AND FUEL CONSUMPTION

		Current Year 31.03.2016	Previous Year 31.03.2015
1.	Electricity
	a) Purchased
	Unit	1090709	1111522
	Total Amount (in Rs.)	8711747	7784633
	Rate/ Unit (in Rs.)	7.99	7.00
	b) Own Generation
	Through Diesel Generator
	Units	39661	68767
	Units per Ltr. of Diesel	5.50	5.50
	Cost/Unit (in Rs.)	8.89	9.75
	c) Through steam turbine/
	Generator Units	NA	NA
	Units per Ltr.	NA	NA
	Fuel oil/gas (in Ltrs.)	NA	NA
	Cost/Unit (in Rs.)	NA	NA
2.	Coal
	Quantity (Tonnes)	1014.64	929.14
	Total Cost (in Rs.)	5131382	6159439
	Average rate per ton (in Rs.)	5057.34	6629.18
3.	Furnace Oil
	Quantity (Kilo Ltrs.)	NA	NA
	Total Cost (in Rs.)	NA	NA
	Average Rate	NA	NA

		Current Year 31.03.2016	Previous Year 31.03.2015
4.	LDO For Boiler/Thermic F Heater
	HSD for Boiler (Amount)	3173640	6033184
	No. of Hrs. TFH Run	2163	3751
	Steam Generated
5	Other/ Internal Generation
	Quantity	NA	NA
	Total Cost	NA	NA
	Rate/Unit	NA	NA

CONSUMPTION PER UNIT OF PRODUCTION

S. No.	Units of Products		Current Year	Previous Year
1.	Electricity	Units/kg	7.99	7.00
2.	LDO	Units/kg	NIL	NIL
3.	Coal	NA	5.05	6.63
4.	Others if any	NA	NIL	NIL

B. TECHNOLOGY ABSORPTION

The efforts made by the company in Technology Absorption is as per Form- B

FORM- B

Disclosures of particulars with respect to Technology Absorption Research and Development (R&D)

1. Specific areas in which R & D carried out by the Company

Development activities of the Company are directed towards Energy conservation, Pollution Control, Quality Improvement and Process Improvement in the Existing Manufacturing System.

2. Benefit Derived as a result of the above R & D:

I. The Company Has been able to produce quality Biological products confirming to international Standards.

II. Cost effectiveness and cost consciousness.

III. Improvement in specific consumption of energy.

IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D activities:-

I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.

II. Such facilities will include product approach, analytical aspects of raw material used and intermediates

III. Product innovations, process development/ improvement through latest available worldwide technologies.

IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4. Expenditure on R & D

	Current Year	Previous Year
a) Capital	NIL	NIL
b) Recurring	237594	530956
c) Total	237594	530956
d) Total R & D Expenditure as a percentage of total turnover	0.05	0.13

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.

(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development etc.

The Company has developed its own technology for achieving high yield in Biological Peptones and Extract and Dehydrated Culture Media with special emphasis on process improvement.

(3) Imported technology (Imported during last 5 years reckoned from the beginning of financial year):

The Company has not imported any technology.

C. Foreign Exchange Earning and Outgo

(a) Activities relating to exports; Initiative taken to increase exports, development of new markets for products and export plans:

(b) Total Foreign Exchange Earned : Rs. 868.63 lakhs

(c) Total Foreign Exchange Used : Rs. 490.42 lakhs

For Titan Biotech Limited For Titan Biotech Limited

Suresh Chand Singla Naresh Kumar Singla

Managing Director Managing Director

DIN 00027706 DIN 00027448

Date :31.08.2016

Place: Delhi

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting their 22nd Annual Report and Audited Accounts of the Company for the year ended 31st March 2014.

(Amt. in Lakhs of Rupees) FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

Sales 4085 2853

Gross Profit for the year before interest, 328 269

depreciation and tax

Less: Interest 23 35

Depreciation 81 36

Profit/Loss before tax 223 198

Provision for Taxation 74 67

Profit & Loss after tax 149 131

Surplus brought forward from Previous Year 742 654

Profit available for Appropriations 742 654

Proposed Dividend including Tax 62 62

Balance Carried to Balance Sheet 680 592

PERFORMANCE AND REVIEW

During the year under review the company has carried out manufacturing as well as trading activities, which has resulted in a turnover of Rs. 4085 lakhs as compared to turnover of Rs. 2853 Lakhs in the last financial year and earned Net Profit before tax of Rs.223 Lakhs as Compared to Rs.198 Lakhs during the last financial year.

FUTURE PLANS

The company is contemplating to participate in important exhibitions, seminars, and conferences, trade shows etc in the current year in India as well as Abroad including Arab Lab, CPHI India etc. and will launch aggressive marketing and advertisement to tap the market.

FIXED DEPOSIT

During the period of under review, the company has not accepted the deposits.

DIVIDEND

A final dividend of 7.5% has been recommended by your Directors for the year ended 31st March, 2014 to the shareholders. The final dividend shall be paid after your approval at Annual General Meeting.

COMPLETION OF NEW FACTORY

The Shareholders would be pleased to know that the installation of Plant and machinery at the new factory of company at E-540, Industrial Area, Chopanki, Bhiwadi had been completed and production has been commenced at the new works with all necessary approvals from concerned authorities.

DIRECTORS

Mr. Parvesh Goel shall retire in this Annual general meeting and being eligible offers himself for re-appointment for 5 years as independent Director not liable to retire by rotation u/s 149 of Companies Act, 2013.

Mr. Hitesh Kohli shall retire in this Annual General Meeting and being eligible offers himself for re-appointment for 5 years as independent Director not liable to retire by rotation u/s 149 of Companies Act, 2013.

Mr. Sachin Gupta and Mr. Praveen Somani are being proposed to be appointed as Independent Directors for a period of 5 years under section 149 of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Companies Act, with respect to Director''s Responsibility Statement, it is hereby confirmed:

(1) that in the preparation of the annual accounts for the financial year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

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

(4) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

(5) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 29.05.2013, 30.07.2013, 29.10.2013 and 29.01.2014.

II. At the invitation of the Company, representatives from various divisions of the Company, Internal Auditors, Statutory Auditors and Company Secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under clause 49 of Listing Agreement as well as in Sec. 292 A of the Companies act, 1956.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuing Annual General Meeting & Being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 139 (1) of the Companies Act, 2013. The board recommends their re-appointment as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be decided by the Board.

AUDITORS'' REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as per Annexure-A

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 5,00,000/- or more per month and/or Rs.60,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had earnings Rs.1,717.86 Lakhs and outgo Rs 493.56 Lakhs of foreign exchange.

LISTING OF SHARES

a) The company securities have not been suspended from trading.

b) The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower,

Dalal Street, Mumbai

A. TECHNOLOGY ABSORBTION

The efforts made by the company in Technology Absorption is as per Form-B FORM - B

Disclosures of particulars with respect to Technology Absorption Research and Development (R & D)

1. Specific areas in which R & D carried out by the company

Development activities of the company are directed towards Energy conservation, Pollution Control, Quality Improvement and Process Improvement in the Existing Manufacturing System.

2. Benefit derived as a result of the above R & D:

I. The Company has been able to produce quality Biological products confirming to international standards.

I. Cost effectiveness and cost consciousness.

III. Improvement in specific consumption of energy.

IV. Environment protection measures have been given excellent results.

3. Future plans of action:

The Company has planned to cover the following areas under the R & D Activities:-

I. To provide complete basic facilities in carrying out basic and applied results relating to Biotechnology Industry.

II. Such facilities will include product approach, analytical aspects of raw material used and intermediates.

III. Product innovations, process development/improvement through latest available worldwide technologies.

IV. Constant efforts towards cost effectiveness means of packaging acceptance in the world market.

4'' Expenditure on R & D Current Year Previous Year

a) Capital NIL NIL

b) Recurring 308962 202140

c) Total 308962 202140

d) Total R & D Expenditure as a 0.079 0.074

percentage of total turnover

Technology Absorption, Adoption and Innovation:

(1) The Company is endeavoring to bring in latest technologies for introducing new molecules.

(2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development etc.

The Company has developed its own technology for achieving high yield in Biological Peptones and Extract and Dehydrated Culture Media with special emphasis on process improvement.

(3) Imported technology (Imported during the Last 5 years reckoned from the beginning of financial year):

The Company has not imported any technology.

C. Foreign Exchange Earning and outgo:

(a) Activities relating to exports; Initiative taken to increase exports, development of new markets for products and services; and export plans:

(b) Total Foreign Exchange Earned : Rs 1,717.86 Lacs

(c) Total Foreign Exchange Used : Rs 493.56 Lacs

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker, Government Agencies, Shareholders, customers and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the success of the operation for the company.

For and on the behalf of the Board of Directors Naresh Kumar Singla Suresh Chand Singla Date: 03.09.2014 Managing Director Managing Director Place: New Delhi DIN 00027448 DIN 00027706

---

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rupees in Lacs.)

CURRENT YEAR PREVIOUS YEAR

2009-10 2008-09

Sales 1607 1344

Gross Profit for the year before

interest, depreciation and tax 156 142

Less: Interest 2 30 32

Depreciation 28

Profit/Loss before tax 126 110

Provision for Taxation 43 39

Balance Carried to Balance Sheet 83 71

Surplus Brought forward from

Previous Year 294 223

Profit Available for Appropriation 377 294

Proposed Dividend incl. Tax 32 0

Balance Carried to Balance Sheet 345 294



PERFORMANCE AND REVIEW

During the year under review the company has carried out manufacturing as well as trading activities, which has resulted in a turnover of Rs. 1607 lacs and earned Net Profit of Rs. 83 Lacs. The Company has developed Amino acid Chelates and harmonized media. Amino Acid Chelates has application in Agriculture and Veterinary industry. Harmonized media has been developed to serve microbiology research Institute and in various application of microbiology like food, aquatic veterinary, cosmetics, Pharma and Health care and medical.

FUTURE PLANS

The company is contemplating to undertake to appoint some additional dealers and is also undertaking to launch aggressive marketing and advertisement to tap the market. Company is also setting up a new factory at Chopanki, Bhiwadi for manufacture of Biological goods like Peptones, Protein Hydrolysales, Biological extracts etc.

FIXED DEPOSIT

During the period of under review, the company has not accepted any public deposits.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.50 per equity share (5%) of face value of Rs. 10/- for the year 2009-10

DIRECTORS

Mr. J.S Varshneya shall retire in this Annual General Meeting.

Mrs. Manju Singla who shall retire in this Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. that the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 29th April 2009, 28th July 2009, 03rd September 2009, 30th October 2009 and 27th January 2010.

II. At the invitation of the Company, representatives from various divisions of the company, statutory auditors and company secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarity queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committees under clause 49 of Listing Agreement as well as in Sec. 292A of the Companies Act, 1956.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants, shall retire at the ensuing Annual General Meeting & being eligible offer themselves for reappointment.

AUDITORS REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as per Annexure-A

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 2, 00,000/- or more per month and/or Rs.24, 00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had foreign earnings of Rs. 146.60 Lacs/and foreign exchange outgo of Rs. 57.87 Lacs/-.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

A. The company securities have not been suspended from trading.

B. The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Tower,

Dalal Street

Mumbai

NEW FACTORY : The Company is also tutting up a New Plant at E-540, Chopanki, Bhiwadi, Rajastjan of Biotech Products.

By Order of the Board of Directors of

Titan Biotech Ltd.

Place: New Delhi Naresh Kumar Singla Suresh Chand Singla

Date: 06.09.2010 Managing Director Managing Director

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Mar 31, 2000

The Directors have pleasure in presenting their 8th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2000.

FINANCIAL RESULTS : (Rs. in Lacs)

Current Year Previous Year 1999-2000 1998-99

Sales 624.45 501.89

Gross Profit for the year before interest, depreciation and tax 36.51 26.65

Less : Interest 7.15

Depreciation 19.37 26.52 25.20

Profit/Loss before tax 9.99 1.45

Provision for Taxation 1.15 0.15

Balance Carried to Balance Sheet 8.84 1.30

PERFORMANCE AND REVIEW

During the year under review the Company has carried out manufacturing as well as trading activities, which has resulted into a turnover of Rs. 624.45 lacs and earned cash profit of Rs. 29.36 lacs.

FUTURE PLANS

The Company is contemplating to undertake to appoint some additional dealers and is also undertaking to launch aggressive marketing and advertisement to tap the market.

FIXED DEPOSIT

During the period under review, the Company has not accepted the deposits. There are Rs. 4,02,418 overdue and unclaimed deposits for the year ending 31st March, 2000.

DIRECTORS :

Mr. Suresh Chand Singla and D.G.Ramaiah Directors retire in this Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS:

M/s. N. C. Maheshwari & Co., Chartered Accountants, the retiring auditors of the Company have given their consent for re-appointment if made. They have also furnished a certificate of eligibility for re- appointment u/s 224(1) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. N. C. Maheshwari & Co. as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting.

AUDITORS REMARKS

The observations made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERRED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption is enclosed as annexure - A

PARTICULARS REFERRED U/S. 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees darwing remuneration of more than Rs. 50,000/- or more per month and/or Rs. 6,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company had no earnings and outgo of foreign exchange.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

a) Share of the Company has not been delisted.

b) The Company securities have not been suspended from trading.

c) The securities of the Company are listed at the following stock exchanges and Annual Listing Fee has since been paid to the Stock Exechange Mumbai. However the amounts to Jaipur & Delhi Stock Exchange has not been paid and the matter is in correspondence.

1. Jaipur Stock Exchange Ltd. — Stock Exchange Building, J.L.N. Marg, Malviya Nagar, Jaipur

2. The Stock Exchange Bombay — Phirose Jeejeebhoy Tower, Dalai Street, Mumbai

3. The Delhi Stock Exchange Association — Asaf Ali Road, New Delhi

DEMATERIALISATION OF SHARES

After the introduction of the Depository system by the Depositories Act, 1996 many companies have been asked to get their securities dematerialised compulsorily. SEBI has also directed your company to join both the depositories i.e. National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) before 26.12.2000. Your Company is taking necessary steps to enter into an agreement with the CDSL & NSDL for dematerialisation of shares.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co- operation extended by the Banker, Government Agencies, Shareholders and Customers and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for its success of the operations of the Company.

for and on behalf of the Board of Directors

Naresh Kumar Singla Suresh Chand Singla Managing Director Director

Place : New Delhi Dated : 4th September, 2000