The Board of Directors present the 33^rd Annual Report of KiLitch Drugs (India) Limited (“the Company or Kilitch”) along
with the audited standalone and consolidated financial statements for the financial year ended 31^st March, 2025.

OVERVIEW OF FINANCIAL PERFORMANCE (STANDALONE AND CONSOLIDATED):

Key highlights of standalone and consolidated financial performance for the year ended 31^st March, 2025 are
summarized as under:

The financial statements for the year ended 31^st March,
2025 has been prepared in accordance with the Indian
Accounting Standards (IndAS) notified under section
133 of the Companies Act, 2013 (hereinafter referred to
as “the Act") read with the Companies (Accounts) Rules,
2014.

The estimates and judgments relating to the financial
statements are made on a prudent basis so as to reflect
true and fair manner, the form and substances of
transactions and reasonably present the state of affairs,
profits and cash flow for the year ended 31^st March, 2025.

During the year under review, there has been no change
in the nature of business. There were no significant and
material orders passed by regulators or courts or
tribunals impacting the going concern status and
Company's operation in the future.

While preparing the financial statements, there has
been no treatment different from the Accounting
Standards.

Standalone Financial Results:

During the year under review, the Company achieved
income from operations of Rs. 18,158.73 lakh as
compared to Rs. 13,159.90 lakh in the previous year. The
total comprehensive income was Rs. 3,002.01 lakh for
the year ending 31^st March, 2025 as compared to Rs.
2,313.51 lakh in the previous year.

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

Consolidated Financial Results

During the year under review, the Company achieved
income from operations of Rs. 19,831.85 lakh as
compared to Rs. 15,437.25 lakh in the previous year. The
total comprehensive income was Rs. 2,380.33 lakh for
the year ending 31^st March, 2025 as compared to Rs.
1,913.65 lakh in the previous year.

DIVIDEND AND RESERVES

The Board has decided to retain the entire amount of
profits for FY 2025 in the profit and loss account and
does not propose to transfer amounts to the general
reserve. In order to conserve the resources for the
further growth of the Company, your Directors think fit
not to recommend any dividend for the year under

SHARE CAPITAL AND CHANGES THEREON

During the year under review, there were no changes in
the paid-up share capital of the Company. As on 31^st
March, 2025, the Paid-up Equity Share Capital of the
Company stood Rs. 16,08,23,190/- comprising of
1,60,82,319 Equity Shares of Rs.10 each.

The Company has not issued shares with differential
voting rights, employee stock options and sweat equity
shares. The Company has paid Listing Fees for the
financial year 2024-25 to each of the Stock Exchanges,
where its equity shares are listed.

The Board of Directors, at their meeting held on 2^nd July,
2025, has proposed a Right Issue of 13,98,463 equity
shares of face value of Rs.10/- each at an issue price of
Rs. 357/- per shares aggregating 4,992.51 lakhs on right
basis to the eligible shareholders of the Company in the
ratio of 2 equity shares for every 23 fully paid up equity
shares held by the eligible shareholders as on the
record date i.e. 15^th July, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report
including the result of operations of the Company for the
year as required under Schedule V of SEBI (Listing
Obligation and Disclosure Requirements) Regulations,
2015 is appended as “Annexure - I"

SUBSIDIARIES

As on 31^st March, 2025, the Company has two
subsidiaries namely Monarchy Healthserve Private
Limited and Kilitch Estro Biotech. Monarchy
Healthserve Private Limited is a wholly owned
subsidiary and had no business operation during the
year under review. Kilitch Estro Biotech PLC is engaged
in the business of manufacturing, marketing and
distribution of pharmaceutical products. There has
been no material change in the nature of the business of
the subsidiaries. There are no associates or joint
venture companies within the meaning of section 2(6) of
the Act.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. Pursuant to the provisions of
section 129(3) of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the
financial statements of the Company's subsidiaries in

Form No. AOC-1 is appended as “Annexure - II" to this
Report. The statement also provides the details of
performance and financial position of each subsidiary.

The company does not have any material unlisted India
subsidiary. In line with the requirements of the Act and
Listing Regulations, the Company has formulated a
policy for determining Material Subsidiaries and the
same can be accessed on the Company's website at
www.kilitch.com.

EXTRACTOFANNUALRETURN

Pursuant to Notification dated 28^th August, 2020 issued
by the Ministry of Corporate Affairs as published in the
Gazette of India on 28^th August, 2020, the details forming
part of the extract of Annual Return in Form MGT-9 is
not required to be annexed herewith to this report.
However, pursuant to the section 92(3) of the Act, the
draft Annual Return of the Company will be made
available at the website of the Company at
www.kilitch.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is comprised of
eminent persons with proven competence and integrity.
Besides the experience, strong financial acumen,
strategic astuteness and leadership qualities, they have
a significant degree of commitment towards the
Company. In terms of the requirement of the Listing
Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the
context of the Company's businesses for effective
functioning, which are detailed in the Corporate
Governance Report.

• Appointments or Re-appointment and Cessation of
Directors and Key Managerial Personnel

1. In pursuance of section 152 of the Act, at least two-
third of the Directors (excluding independent directors)
shall be subject to retirement by rotation. On-third of
such Directors must retire from office at each AGM and a
retiring director is eligible for re-election.

Mr. Bhavin Mehta, Wholetime Director of the Company
(DIN:00147895) retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself
for re-appointment. The Board recommends the said
reappointment for shareholders' approval.

2. The Members of the Company, at their meeting held
on 29^th September, 2021 re-appointed Mr. Mukund

Mehta, as Managing Director of the Company for a term
of five years with effect from 1^st April, 2025 valid upto 31^st
March, 2026 and shareholders at their meeting held on
11^th April, 2023 approved the continuation of holding
office of Managing Director by Mr. Mukund Mehta upon
attaining age of 70 years. Board of Directors at their
meeting held on 12^th August, 2025, as per the
recommendation made by Nomination and
Remuneration Committee of the Company, re¬
appointed Mr. Mukund Mehta, Managing Director of the
Company for further period of five years with effect from
1^st April, 2026 to 31^st March, 2031, subject to approval of
members at ensuing Annual General Meeting of the
Company. The Board recommends the said
reappointment for shareholders' approval.

3. At the Extra Ordinary General Meeting of the
Company held on 11^th April, 2023, members of the
Company re-appointed Mr. Vasudev Krishnamurti as a
non-executive independent director of the Company for
second term of 5 years with effect from 16^th March, 2023.
Based on the recommendation of Nomination and
Remuneration Committee of the Company, the Board of
Directors of the Company proposes continuation of
holding of office of non-executive independent director
by Mr. Vasudev Krishnamurti upon attaining the age of
75 years on 18^th March, 2026. The Board recommends
the said continuation of holding of office of non¬
executive independent director for shareholders'
approval.

4. As per the recommendation of Nomination and
Remuneration Committee and Board, the members, at
their meeting held on 27^th September, 2024, re¬
designated Mrs. Mira Mehta (DIN:01 902831) as
managing director of the Company with effect from 26^th
August, 2024.

5. Mr. Dipen Jayantilal Jain, Non-executive Independent
Director of the Company (DIN: 01148262) was appointed
as Non-executive Independent Director of the Company
by member at their meeting held on 27^th September,
2024 for a term of five years with effect from 27^th August,
2024.

6. Mr. Hemang J. Engineer, Independent Director of the
company ceases to be a Non-executive Independent
Director of the company with effect from end of working
hour of 31^st March, 2025 pursuant to expiry of second
term of his appointment as a non-executive and
independent directors of the Company.

7. All the directors of the Company have confirmed that
they satisfy the fit and proper criteria as prescribed

under the applicable regulations and that they are not
disqualified from being appointed as directors in terms
of Section 164(2) of the Companies Act, 2013.

• Key Managerial Personnel

As on 31^st March, 2025, the following were Key
Managerial Personnel (KMP) of the Company in
accordance with the provisions of Section 203 of the Act.

a) Mr. Mukund Mehta, Managing Director

b) Mrs. Mira Mehta, Managing Director

c) Mr. Bhavin Mehta, Whole time Director

d) Mr. Sunil Jain, Chief Financial Officer

e) Ms. Pushpa Nyoupane, Company Secretary

• Declaration by Independent Director

Pursuant to Section 149(7) of the Act read with the rules
made thereunder, all the Independent Directors of the
Company have given the declaration that they meet the
criteria of independence as laid down in section 149(6)
of the Act and regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

The Board is of the opinion that all Independent
Directors of the Company possess requisite
qualifications, experience and expertise and they hold
the highest standards of integrity.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the company other than payment of
sitting fees for the purpose of attending meetings of the
Board /Committee of the Company.

NUMBER OF MEETING OF BOARD OF DIRECTOR

Dates for Board Meetings are well decided in advance
and communicated to the Board and the intervening gap
between the meetings was within the period prescribed
under the Companies Act, 2013 and the Listing
Agreement. The information as required under
Regulation 17(7) read with Schedule II Part A of the SEBI
Listing Reglations is made available to the Board. The
agenda and explanatory notes are sent to the Board in
advance. The Board periodically reviews compliance
reports of all laws applicable to the Company. The Board
meets at least once a quarter to review the quarterly
financial results and other items on the agenda and also
on the occasion of the Annual General Meeting ('AGM')
of the Shareholders. Additional meetings are held,
when necessary.

Further, Committees of the Board usually meet on the
same day of formal Board Meeting, or whenever the
need arises for transacting business. The
recommendations of the Committees are placed before
the Board for necessary approval and noting. During the
year under review, 8 meetings of the Board of Directors
were held. Details of the meetings of the Board and its
Committee are furnished in the Corporate Governance
Report which forms part of this report.

Pursuant to provisions of part VII of the Scheduled IV of
the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirement)
Regulation, 2015, one meeting of Independent Director
was held on 26^th August, 2024.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEE
AND INDIVIDUAL DIRECTORS

In pursuant of section 134(3)(p) of the Companies Act,
2013 read with rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors carried out
the performance evaluation of the Board as a whole and
of its Committees and individual directors. A structured
questionnaire was prepared after taking into
consideration the various aspects of the Board's
functioning, composition of the Board and its
Committees, culture, execution and performance of
specific duties, obligations and governance etc.

The Board of Directors took note of the observations on
board evaluation carried out during the year as follows;

• Observation of board evaluation carried out for the
year-there were no observations in the Board
Evaluation carried for the year

• Previous year's observations and actions taken -
there were no observations of the Board for the last
financial year

• Proposed actions based on current year observation
- Not applicable

The Company has formulated a Policy for performance
evaluation of the Board, Committee and other individual
Director (including independent directors) which
includes criteria for performance evaluation of Non¬
Executive Director and Executive Director.

COMPOSITION OF AUDIT COMMITTEE

In pursuance of the Section 177 of the Companies Act,
2013 read with the rules made thereunder and
regulation 18 of the SEBI Listing Regulations, 2015, the

Company has duly re-constituted the Audit Committee
consisting of 3 Non-executive Independent Directors,
including the Chairman of the Committee. The terms of
reference of the Audit Committee are as prescribed in
Section 177 of the Companies Act, 2013 and part C of
Schedule II of the SEBI Listing Regulation 2015. The
detailed terms of reference, constitution and other
relevant details of the Audit Committee are given in the
Corporate Governance Report which is part of this
report.

Further, in terms of section 177(8) of the Companies Act,
2013, there were no instances where the Board of
Directors has not accepted the recommendations of the
Audit Committee during the year 2024-25.

COMPOSITION OF NOMINATION AND REMUNERATION
COMMITTEE

In accordance with Section 178 and all other applicable
provisions, if any, of the Act read with the rules issued
thereunder and regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors have duly constituted
Nomination and Remuneration Committee. Further, the
Board of Directors on the recommendations of the
Nomination and Remuneration Committee, have put in
place a Nomination and Remuneration Policy of the
Company. The Company's remuneration policy is driven
by the success and performance of the individual
employees, senior management, executive directors of
the Company and other relevant factors including the
following criteria;

• The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors and employees.

• Relationship of remuneration to performance is
clear and meets appropriate performance industry
benchmarks; and

• 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.

It is affirmed that the remuneration paid to Directors
and Senior and all other employees is as per the
Remuneration Policy of the Company.

The Particulars of employee's information required

under section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Management Personnel) Rules 2014 in respect of
Directors / Employee of your company is set out in
“Annexure - III"

Further, as per the provisions specified in Chapter XIII of
Companies (Appointment & Remuneration of
Managerial Personnel) Amendment Rules, 2016 none of
the employees of the Company are in receipt of
remuneration exceeding Rs. 1,02,00,000/- per annum, if
employed for whole of the year or Rs. 8,50,000/- per
month if employed for part of the year.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP
COMMITTEE

Pursuant to section 178(5) of the Companies Act, 2013
and Regulation 20 of the SEBI Listing Regulation 2015,
the Board has duly constituted a Stakeholders
Relationship Committee. The detailed terms of
reference, constitution and other relevant details of the
Stakeholders Relationship Committee have been given
in the Report on Corporate Governance forming part of
this report.

STATUTORY AUDIT

M/s Suryaprakash Maurya & Co, Chartered
Accountants, Statutory Auditors of the Company has
resigned from the company as statutory auditor of the
Company with effect from 13^th August, 2024.

Based on the recommendation of the Audit Committee
and the Board of Directors, the members at the 32^nd
Annual General Meeting of the Company held on, 27^th
September, 2024, had approved the appointment of M/s
C Sharat & Associates, Chartered Accountants
(FRN:128593W) as Statutory Auditors of the Company
for a period of three year to hold office from the
conclusion of 32^nd AGM till the conclusion of 35^th AGM to
be held in the year 2027.

The Statutory Audit Report for the financial year 2024¬
25 on the financial statements of the Company forms
part of the annual report. Auditors have expressed their
unmodified opinion on the Standalone and Consolidated
Financial Statements and their reports do not contain
any qualifications, reservations, adverse remarks or
disclaimer.

The Statutory Auditors of the Company have not
reported any fraud as specified under Section 143(12) of
the Act, in the year under review.

SECRETARIAL AUDIT

The Board of Directors of the Company, at their meeting
held on 13^th August, 2025 have appointed M/s Deep
Shukla & Associates, Practicing Company Secretaries
as Secretarial Auditor of the Company for conducting
the Secretarial Audit as required under the provisions of
Companies Act, 2013.

The Report of the Secretarial Auditor for financial year
2024-25 is attached herewith as “Annexure - IV". There
are no qualifications, observations or adverse remarks,
or disclaimer in the said report. The company had
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on 5^th August,2025, based on
recommendation of the Audit Committee, has approved
the appointment of M/s. Deep Shukla & Associates,
Practicing Company Secretaries, a peer reviewed firm
as Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Members at the
ensuing AGM.

M/s Deep Shukla & Associates, Practicing Company
Secretaries, have been appointed to give the Annual
Secretarial Compliance Certificate. The Annual
Compliance Certificate is enclosed as “Annexure V" to
this report.

COST AUDIT

During the period under review, for the purpose of
section 148 of the Act read with rules made thereunder
maintaining of the cost accounting records were
exempted considering the volume of the export made by
the company. However, the Board of Directors of the
Company (‘the Board') at the meeting held on 26^th
August, 2024, on the recommendation of the Audit
Committee, approved the re-appointment and
remuneration of M/s Arvind Kumar & Co. Cost
Accountants (Firm Registration No. 000646), as a Cost
Auditor, to conduct audit of Cost Records maintained by
the Company for the financial year 2024-25.

INTERNAL CONTROLS AND AUDIT

The Company has in place adequate internal financial
controls with reference to the financial statement. The
Audit Committee of the Board periodically reviews the
internal control systems with the management, Internal

Auditors and Statutory Auditors. Significant internal
audit findings are discussed and follow-ups are taken
thereon.

Further, as per the recommendation of Audit
Committee, Ms. Hemlata Shedge was appointed as an
Internal Auditors of the Company pursuant to section
138 of the Companies Act, 2013 by the Board of Directors
at their meeting held on 26^th August, 2024.

DEPOSIT

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

PARTICULARS OF LOANS, INVESTMENT AND
GUARANTEES

The particulars of loans, guarantee, and investments
covered under the provisions of Section 186 of the Act
have been disclosed in note of the financial statements
of the Company forming part of the annual report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES

During the year under review, all Related Party
Transactions (RPTs) entered into by the Company were
on an arms' length basis and in the ordinary course of
business. These RPTs did not attract provisions of
Section 188 of the Companies Act, 2013 and were also
not material RPTs under Regulation 23 of the Listing
Regulations. All related party transactions were
approved by the Audit Committee and are periodically
reported to the Audit Committee. Prior approval of the
Audit Committee was obtained periodically for the
transactions which were planned and/or repetitive in
nature and omnibus approvals were also taken as per
the policy laid down for unforeseen transactions.

None of the transactions with related parties falls 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 does not apply to
the Company for the FY 2024-25 and hence the same is
not provided. The disclosure of the transactions with
related parties during financial year 2024-25 as
required under IndAS have been made in the note
accompanying financial statements.

In line with the requirements of the Act and the Listing

Regulations, the Company has formulated a Policy on
Related Party Transactions and the same can be
accessed on the Company's website at www.kilitch.com

MATERIAL CHANGES AND COMMITMENTS

There was no material change / commitment affecting
the financial position of the Company during the period
from the end of the financial year under review to the
date of the report.

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

Conversation of Energy

a) Steps taken or impact on conservation of energy;

Your Company is primarily engaged in the
manufacturing, marketing and distribution of
pharmaceutical products. The use of energy is being
optimized through improved operational methods.
Continuous efforts are being made to optimize and
conserve energy by improvement in production process.
Even though its operations are not energy-intensive,
significant measures are taken to reduce energy
consumption by using energy-efficient equipment. The
Company regularly reviews power consumption
patterns in its all locations and implements requisite
improvements/changes in the process in order to
optimize energy/ power consumption and thereby
achieve cost savings.

b) Steps taken for utilizing alternate sources of
energy;

The Company has not made any investment for utilizing
alternate source of energy.

c) Capital investment on energy conservation
equipment;

The Company has taken adequate measures to
conserve energy by way of optimizing usage of power.

Absorption of Technology:

Your company continues to use the latest technologies
to improve the quality of the products manufactured,
process development, new packaging development.
Continuous efforts are made to identify the appropriate
technologies, solutions and process improvement
support. This drives development of distinctive new

products, ever improving quality standards and more
efficient processes, Better efficiency in operations,
reduced dependence on external sources for technology
for developing new products and upgrading existing
products, expansion of product range and cost
reduction, retention of existing customers and
expansion of customer base, lower inventory stocks
resulting in low carrying costs. The Company has set up
a R & D unit for designing, development and testing of
existing as well as new formulations.

Foreign Exchange Earning and Outgo:

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the section 135 of the Act and Rules made
thereunder, your company has constituted a Corporate
Social Responsibility Committee and has also
formulated a Corporate Social Responsibility Policy
(CSR Policy) in accordance with the Act. The CSR Policy
is displayed on the website of the Company at
www.kilitch.com.

Report on CSR activities undertaken by the Company is
appended to this report as “Annexure - VI". Detailed
constitution of the CSR Committee and its meeting is
given in detailed in the Report on Corporate Governance
which forms part of the Annual Report.

VIGIL MECHANISM / WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177 of the
Companies Act, 2013 read with the rules made
thereunder, the Company has formulated and
implemented Vigil Mechanism/ Whistle Blower Policy
for disclosing of any unethical behavior, actual or
suspected fraud or violation of company's code of
conduct and other improper practices or wrongful
conduct by employees or directors of the Company. The
salient features of the policy have been detailed in the
Report on Corporate Governance forming part of this
Report. The Vigil Mechanism/ Whistle Blower Policy has
been posted and is available on the website of the
Company at www.kilitch.com

During the year under review, the company has not
received any complaints relating to unethical behavior,
actual or suspected fraud or violation of the Code of
Conduct for Board of Directors and Senior Management
Personnel.

RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Act, the Company
has a Risk Management (RM) framework to identify,
monitor, evaluate business risks and opportunities. The
framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance
the Company's competitive advantage.

The risk framework defines the risk management
approach across the enterprise at various levels
including documentation and reporting. The framework
helps in identifying risk trend, exposure and potential
impact analysis at a Company Level. The Board shall
from time-to-time monitor and review the said policy.

PREVENSION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE

The Company has formulated and implemented a policy
on prevention, prohibition and redressal of sexual
harassment of women at the workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act") read with the rules made thereunder.
As per the provisions of Section 4 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
constituted an Internal Complaints Committee for
redressal of complaints against sexual harassment.

During the Financial Year 2024-25, the Internal
Complaint committee has not receive any complaints
under POSH Act. There were no complaint relating to
sexual harassment pending at the beginning of the
financial year, received during the year and pending at
the end of the financial year 2024-25.

SIGNIFICANT AND MATERIALS ORDERS PASSED BY
THE REGULATORS OR COURTS

There were no significant and material orders passed by
the Regulators / Courts which impact the going concern
status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board has adopted procedures for the governance
of orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding its
assets, prevention, and detection of frauds and errors,
accuracy and completeness of the accounting records,
and timely preparation of reliable financial disclosures.

The Company's internal control systems are
commensurate with the nature of its business, the size
and complexity of its operations and such internal
financial controls concerning the Financial Statements
are adequate.

The Management evaluates the efficacy and adequacy
of internal control system in the Company, its
compliance with the operation systems, accounting
policies and procedures of the Company.

CORPORATE GOVERNANCE REPORT

We ensure that, we evolve and follow the corporate
governance guidelines and best practices sincerely, not
only to boost long-term shareholder value, but also to
respect minority rights. We consider it as our inherent
responsibility to disclose timely and accurate
information regarding our operations and performance,
as well as the leadership and governance of the
Company.

Pursuant to the Schedule V of the SEBI Listing
Regulations, the Corporate Governance Report along
with the Certificate from a Practicing Professionals
regarding compliance of conditions of Corporate
Governance is appended to this report as “Annexure -
VII".

CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There was no insolvency resolution process initiated
against the Company during the year under review.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for
Prevention of Insider Trading in compliance with SEBI
(Prohibition & Insider Trading) Regulation, 2015 duly
amended and approved at its board meeting with a view
to regulate trading in securities by Directors and
Designated Employees of the Company.

INSURANCE

The properties/assets of the Company are adequately
insured.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies
Act, 2013, the Board of Directors of the Company hereby

confirm that:

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

• appropriate accounting policies been selected 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 and of the
profit and loss of the company for that period;

• proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other
irregularities;

• annual accounts have been prepared on a going
concern basis; and

• internal financial controls were in place and that
such internal financial controls are adequate and
were operating effectively.

• 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended (‘IEPF Rules'), total amount of
dividend remained unpaid / unclaimed for a period of
seven consecutive years or more from the date of
transfer to the Unpaid Dividend Account of the Company
are liable to be transferred to the Investor Education and
Protection Fund.

Further, all the shares (excluding the disputed cases
having specific orders of the Court, Tribunal or any
Statutory Authority restraining such transfer) on which
dividends remain unpaid or unclaimed for a period of
seven consecutive years or more from the date of
transfer of dividend to Unpaid Dividend Account shall
also be transferred to the demat account of the IEPF
Authority as notified by the Ministry of Corporate Affairs
within statutory timelines.

The following tables provides the details regarding
unclaimed dividend and their corresponding shares
would become due to transferred to the IEPF on the
dates mentioned below;

EMPLOYEE STOCK OPTION SCHEME

I.Employee Stock Option Scheme, 2007

During the year under review, there has been no
material change in ESOP Scheme. The ESOP Scheme is
in compliance with Securities and Exchange Board of
India (Share Based Employee Benefit) Regulations,
2014.

The disclosures relating to ESOPs required to be made
under the provisions of Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014 is as follows:

2.Employee Stock Option Scheme, 2020

During the year under review, there has been no
material change in ESOP Scheme. The ESOP Scheme is
in compliance with Securities and Exchange Board of
India (Share Based Employee Benefit) Regulations,
2014. The disclosures relating to ESOPs required to be
made under the provisions of Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 is as
follows:

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all the
investors, customers, vendors, employees, and
consultants/advisors of the Company for their collective
contribution to the Company's performance as well as
sincere and dedicated services toward achievement of
the Vision of the Company. The Directors take pleasure
to thank the Central Government, State Governments,
Government of other Countries and concerned
Government departments for their continuous co¬
operation.

The Directors appreciate and value the contribution
made by every member, employee, and their families
Kilitch Drugs (India) Group.

For & on behalf of the Board of Directors of
Kilitch Drugs (India) Limited

Mukund Mehta Bhavin Mehta

Managing Director Whole-Time Director

[DIN:00147876] [DIN:00147895]

Place: Mumbai Place: Mumbai

Date: 13^th August, 2025 Date: 13^th August, 2025