We have pleasure in presenting the Thirty-First (31^st)Annual
Report together with the Audited Financial Statement for the
Financial Year ended 31^stMarch, 2024.

FINANCIAL RESULTS

The financial performance of the Company for the financial
year ended 31^st March, 2024 is summarized below:

' in Lacs

REVIEW OF BUSINESS OPERATIONS & FINANCIAL
PERFORMANCE

The Board is pleased to report that the total revenue of the
Company during the year under review was the highest ever.
The total revenue has gone up by 26.03% from ? 1227.29
lakh in the previous year to ? 1546.78 lakh during the year
under review. This was largely due to the significant increase
in exports of the company from ? 184.49 lakh in the previous
year to ? 293.55 lakh in the year during review.

The higher turnover resulted in significantly higher operating
profits for the Company. The operating profit of the Company
increased from ? 96.23 Lakh in the previous year to ? 118.88
during the year under review, an increase of about 23.54%.
The increased operating profits have led to higher net profits
for the company at ? 74.85 Lakh in the year under review
compared to ? 57.74 lakh in the previous year, an increase of
about 29.62%.

During the year under review, the GMP certification of the
manufacturing facility of the Company was renewed by the
regulatory authorities. This will help the Company to continue
to explore alternate export markets for its products.

FUTURE OUTLOOK

During the year under review, the Government of India
amended the Schedule M of the Drugs and Cosmetics Act,
1940, in an effort to bring the nation's pharmaceutical quality
standards up to par with global standards. The Schedule M
prescribes the Good Manufacturing Practices (GMP) and
requirements of premises, plant, and equipment for
pharmaceutical products. All pharmaceutical units have been
given a deadline, based on their turnover, to comply with the

requirements of the amended Schedule M. Based on the
current guidelines, the Company has to comply with amended
Schedule M by December 2024.

The Company will have to undertake a major renovation and
upgradation of its manufacturing facility to meet the
requirements of the amended Schedule M. The project will
involve dismantling of some old production areas,
construction of new buildings, purchase and installation of
many new equipment, utilities etc. Due to this, there may be
some disruption to production during the current year.

This is going to be a major challenge for the Company, in
terms of availability of knowledge resources, skilled
manpower and funds. The Company has already finalized the
design and layout of the upgraded facility and is planning for
the implementation phase.

The Company may have to raise debt to partially fund this
major upgradation project. However, the Company has
adequate built-up reserves and liquidity for its operational
needs.

On account of these regulatory changes, the present
business environment is quite challenging and uncertain.
However, the Board is confident that your Company would be
able to comply with the requirements of the amended
Schedule M in due course. Once the facility is upgraded, the
Company would be able to introduce newer products as also
start exporting to regulated markets. This would provide a
great impetus to its growth.

SHARE CAPITAL

There is no change in the share capital of the Company.
During the year under review, the Authorised Share Capital of
the Company is ? 6,00,00,000/- (Rupees Six Crore Only)
divided into 60,00,000 (Sixty lakhs) Equity Shares of ? 10/-
(Rupees Ten) each.

The Paid-up Capital of the Company as on 31^st March, 2024
remains the same at ? 2,99,03,000/- (Rupees Two Crores
Ninety-Nine Lakhs Three Thousand Only) divided in to
29,90,300(Twenty-Nine lakh Ninety Thousand Three
hundred) Equity share of ? 10/- (Rupees Ten Only) each.

DIVIDEND

Keeping in view the future strategic initiatives of the
Company, the Board has not recommended any dividend for
the year ended 31^st March, 2024.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has adequate and effective internal controls to
provide reasonable assurance on achievement of its
operational, compliance and reporting objectives. The
Internal Financial Controls of the Company encompasses the

policies, standard operating procedure manuals, and risk &
control measures adopted by the Company for ensuring the
orderly and efficient conduct of its business and support
functions, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting record.

DETAILS OF SUBSIDIARY/JOINT VENTURES
/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Joint Venture
or Associate Company.

DEPOSITS

During the year ended March 31,2024, the Company has not
accepted any public deposits and as such, no amounts on
account of principal or interest on public deposits were
outstanding as on the date of the Balance Sheet.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT - 9 shall
form part of the Board's report and is set out as Annexure A to
this Report.

DISCLOSURES RELATING TO MANAGERIAL
REMUNERATION

The information required under Section 197 of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors / employees of your Company is set out in
Annexure B to this report. Company does not have any
employee, who was in receipt of remuneration in excess of
limits specified in the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other
applicable provisions, if any of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014,
including any amendments if any thereof, Company proposes
to appoint,M/s Jaymin Shah & Associates, Chartered
Accountants (FRN: 129406W) as Statutory Auditors of the
Company, for the period of one year i.e., from the conclusion
of this (31^st) AGM till the conclusion of next (32^nd) AGM of the
Company.

The Auditors' Report on the financial statements for the
financial year 2023-24 does not contain any qualification,
reservation, or adverse remarks. The remarks made in the
Auditors' report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to the provision of Section 204 of the Act read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s Meenu Maheshwari & Associates,
Company Secretaries in Practice, to undertake the

Secretarial Audit of the Company.

Secretarial Audit Report given by Ms. Meenu Maheshwari,
Practicing Company Secretary [COP No. 8953] is set out as
Annexure C and Certificate of Non disqualification of
Directors as Annexure D to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards
specified by the Institute of Company Secretaries of India
(“ICSI”) on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2).

NUMBER OF BOARD MEETINGS CONDUCTED DURING
THEYEAR

During the year under review, 4 (Four) meetings of the Board
of Directors were held. Details on Composition of the Board
and its Committees, including the dates and terms of
reference is provided in the Corporate Governance Report
which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There are no such material changes and commitments,
affecting the financial position of the Company which has
occurred between the end of the financial year ended March
31,2024 and the date of report.

PARTICULARS OF EMPLOYEE

There are no employees employed by the Company
throughout the financial year or for a part of the financial year
who were drawing remuneration above the limits provided in
section 197 (12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and therefore there are
no details required to be given in the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Mr. Jagdishprasad Agrawal [DIN: 01031687]: The

present term of Mr. Jagdishprasad Agrawal expires on
30^th September, 2024. It is, therefore, proposed to re¬
appoint Mr. Jagdishprasad Agrawal as Managing
Director of the Company for a further period of three
years with the effect from 1^st October, 2024, under
schedule V of the Companies Act, 2013.

b. Mrs. Abha Agrawal [DIN: 01589479]: retires by
rotation, and being eligible, has offered herself for re¬
appointment. The Board has recommended her re¬
appointment.

c. Ms. Dhwani Solanki [DIN: 10299290]:The Board of
Directors of the Company proposes the appointment
of Ms. Dhwani Solanki [DIN: 10299290] as an
Independent Director (Non-executive) of the Company
for a term of Five years, subject to the approval of
shareholders.

d. In the current year Mr. Niranjan Agarwal [DIN:
06503361]had resigned from the position of Non¬
Executive Independent Director,with effect from the
close of business hours on 13^th August, 2024, due to
personal reasons. The director confirms that there are
no material reasons for the resignation other than
those mentioned in the respective resignation letter.
The board at its meeting held on 13^th August, 2024
accepted his resignation and appreciatedhis
contribution and guidance to the Company during his
tenure.

Declaration by an Independent Director(s):

All Independent Directors have submitted requisite
declarations confirming that they:

i. Continue to meet the criteria of independence as
prescribed under section 149(6) and 149(7) of the
Companies Act, 2013 and regulation 16(1)(b) of the
SEBI Listing regulations; and there has been no change
in the circumstances affecting their status as an
independent director of the Company.

ii. Are compliant of the code of conduct laid down under
Schedule IV of the Act.

The composition of Board of Directors of the Company is in
compliance with the requirements prescribed under the
Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF LOANS GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered
under the provisions of section 186 of the Companies Act,
2013. The details of the investments made by Company are
given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All the contracts/agreements/transactions entered into with
Related Parties as per the Act and Regulation 23 of the SEBI
Listing Regulations during the year were in the ordinary
course of business and on arm's length basis and do not
attract the provision of Section 188 of the Companies Act,
2013.The required statements and disclosures with respect
to the related party transactions are placed before the Audit
Committee for the prior approval.The particulars of such
contracts and arrangements with related parties are given in
notes to the Financial Statements, forming part of this Annual
Report.

However, Company has not entered in any transaction
attracting provision of Section 188 of Companies Act, 2013.
Hence AOC-2 is not required to be attached.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act,
with respect to Directors' responsibility Statement, it is hereby

confirmed that:

i. In the preparation of annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to the material departures,

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

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

iv. The Directors have prepared the annual accounts on a
going concern basis.

v. They have laid down internal financial controls, which
are adequate and are operating effectively;

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

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a
risk management policy for the Company including
identification therein of elements of risk, if any, this in the
opinion of the Board may threaten the existence of the
Company.

The Board of Directors has duly developed and implemented
a risk management policy for the Company. The Policy
mandates the ways in which respective risks are expected to
be mitigated and monitored. The risk management
framework is reviewed periodically by the Board.

CODEOFCONDUCT

The Board has laid down a Code of Conduct for Board
Members and for Senior Management and Employees of the
Company (“Code”). All the Board Members and Senior
Management Personnel have affirmed compliance with these
Codes. A declaration signed by the Managing Director to this
effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for
Independent Directors pursuant to section 149(8) and
Schedule IV to the Companies Act, 2013 via terms and
conditions for appointment of Independent Directors, which is
a guide to professional conduct for Independent Directors and
is uploaded on the website of the Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
FOR DIRECTORS AND EMPLOYEES

In accordance with the Section 177(9) of the Companies Act,
2013 and Regulation 22 of the SEBI Listing Regulations, the
Company has formulated the Vigil Mechanism and whistle
blower policy for Directors and employee to report illegal or
unethical behavior, actual or suspected fraud or violation of
the Company's Codes of Conduct or Corporate Governance
Policies or any improper activity to the Chairman of the Audit
Committee of the Company or Chairman of the Company or
the Compliance Officer. The mechanism provides ethical
code of conduct of the highest degree of transparency,
integrity, accountability and responsibility.

The Whistle Blower Policy has been appropriately
communicated within the Company. Under the Whistle
Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any
discriminatory practices. No personnel have been denied
access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF
WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT. 2013

The Company has in place an Anti-harassment Policy in line
with the requirements of the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaint Committee is set up to redress
complaints received regularly, is monitored and directly report
to the Chairman & Managing Director.

During the year under review, the Company deputed its
employees to attend a “Awareness Workshop for the
Corporate Sector”, which was organized by National
Commission for Women, for giving training on POSH.

There was no complaint received from employee during the
financial year 2023-24 and hence no complaint is outstanding
as on 31.03.2024 for redressal.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
Concern status of your Company and its operations in future.

CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO

The statement containing the necessary information required
under Section 134(3)(m) of the Companies Act, 2013, read
With Rule 8(3) of the Companies (Accounts) Rules, 2014
[Chapter IX] is annexed herewith as Annexure E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, for the year under
review, as stipulated in SEBI (LODR), 2015, is presented in a
separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Provisions of Regulation 27 of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations 2015, relating to
Corporate Governance are not applicable to the Company.
However, with a view to increase investors' trust and
transparency in its operations, the Board has decided to
voluntarily adopt and follow some of the provisions of the
aforesaid regulations. A separate Report on Corporate
Governance forms part of this Annual Report.

ACKNOWLEDGMENT

The Directors place on record deep appreciation and
gratitude for the co-operation and assistance received by the
Company from the staff and employees. The Board further
thanks bankers, business associates, regulatory and
government authorities for their continued support to the
Company.

By order of the Board of Directors
For Ishita Drugs & Industries Ltd.

Sd/-

Place: Ahmedabad ^{Abha Agrawa|}

Dated ^30th 1^ ²⁰²⁴ DIN: 0158^*479