The Financial Performance of your Company for the year ended March 31, 2024 is summarized below (Amount in Hundreds)

In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for the year under review.

No amount is proposed to be transferred to Reserves for the year under review.

Due to absence of orders there were nil production activities in the company's plant during the year under review. Hence, the company's turnover has drastically turned down and the company has suffered a loss of Rs. 85.33 Lacs.

The company has applied for renewal of its Drug Manufacturing Licences before the term of its expiry with the Food & Drugs Administration (FDA), Panchkula, for manufacturing pharmaceutical and allied products and the same is under consideration at the end of the FDA. The management of the company firmly believes that the company would be able to restart its business operations as the company is getting quotes from the prospective buyers & the management is of the opinion that the new deals would be finalized soon. Further, the management of the company is also exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again.

During the year, there is no change in the nature of business activity of the company.

There are no material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future:

During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has no Subsidiaryor Joint-venture or Associate Company.During the year under review, no company has become subsidiary/Joint-venture/Associate of your company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company or Associate Company.

11. Public Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

12. Auditors: A. Statutory Auditors:

M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) had been appointed as the Statutory Auditors of the company in the 28^thAnnual General Meeting held on 28^th September, 2022 to hold office for a period of Four (4) consecutive years from the conclusion of 28th Annual General Meeting until the conclusion of 32nd Annual General Meeting of the Company

A brief profile of Nemani Garg Agarwal & Co. is as under:

Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.

Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs of its clients.

Statutory Auditors' Report:

The company always strives to present a unqualified Financial Statement. However, there are some observations on Auditor's Report for the F.Y. 2023-24, which are as under:-

Auditor's Observation:-

a) The company had recorded the cost of the investment of Rs. 53.80 Lac at the cost of Acquisition value of the equity shares issued and had not determined the fair value as required by Ind AS. The shares were not made available for physical verification. Hence, we are unable to comment upon the physical existence and express an opinion on the value of investment recorded.

b) The Capital work in Progress of Rs. 3.26 Crore has been stalled. The physical conditions of these assets under construction require technical evaluation to determine impairments or write offs, if any. However in view of the management the suspension is temporary in nature and assets under construction are not obsolete, and the company will be able to resume construction activities in near future and accordingly no provision is required.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications' made by the Auditors' in their report your Directors states as under:-

a) The company has misplaced/lost the share certificates of the investments made by it in unquoted equity shares of other companies during the shifting of its records. Hence the company is unable to locate its investments made in the unquoted equity shares as the same are not physically held by the company at present. Despite sending multiple requests to the companies in which it has made investments for issue of duplicate share certificates, the same have not yet been entertained and till date the company has not received any reply from these companies. In addition to this, the company is working towards determining the fair market value of its investments to ensure the compliance with IND AS in true letter and spirits.

b) The company allocated funds for building an additional factory block & for Godown to expand its operations, but due to technical and other reasons, construction had to be temporarily suspended. Management believes the suspension is temporary, and the under-construction assets are not obsolete. The company anticipates resuming construction activities soon and does not foresee the need for any provisions. Additionally, the company is receiving advances back from some vendors due to non-execution of deals.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2023-24.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars / guidelines and provided their report. The

Secretarial Auditors vide their report dated 27^th May, 2024, have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder. However, some records are needed to be maintained in more complied and updated manner.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in its Secretarial Audit Report and Annual Secretarial Compliance Report dated 10^th August, 2024 & 27^th May, 2024, respectively for the Financial Year 2023-24 except the following: a) The Company has not paid the annual listing fees for the F.Y. 2021-2022, 2022-23 & 2023-24 to BSE b) BSE has restricted the trading of the company on account of Graded Surveillance Measure (GSM) under Stage IV.

Report of the Secretarial Auditor is annexed with the Annual Report, however, as regards qualifications' made by the Secretarial Auditors in their report your Directors states as under:-

a) Due to paucity of funds, the Annual Listing Fees to BSE could not be paid. The management of the Company is trying its level best to arrange funds & is expected to pay the fees in very near future. b) In the absence of sufficient orders during the year under review, there is a decline in the operating activities of the company. The management of the company is exploring the market and business opportunities and is putting necessary efforts in this respect so that the operations of the company can be started again and the financial position & net worth of the company could be improved.

The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority. However, there are some observations in the said certificate for the F.Y. 2023-24, which are reproduced as under:-

In the Certificate dated 24.06.2023 issued by M/s Kundan Agrawal & Associates (PCS Firm having FRN: S2009DE113700), they had stated that NSE vide its order dated 27.01.2022 expelled M/s. Omkam Capital Markets Private Limited and its director Mr. Peeyush Kumar Aggarwal was disqualified from being Director of any Company which is a trading member of Stock Exchange.

M/s Kundan Agrawal& Associates had also stated in their Certificate dated 24.06.2023 that M/s. Omkam Capital Markets Private Limited had filed an appeal against the expulsion order of NSE before the Hon'ble Securities Appellate Tribunal which was pending adjudication as on the date of the previous year's certificate i.e. certificate dated 24.06.2023.

We have now been informed by the Management and on the basis of the order dated 22.08.2023 passed by the Hon'ble Securities Appellate Tribunal, the Hon'ble Securities Appellate Tribunal has set aside the expulsion order and penalty to the tune of Rs. 8.22 lakh; we certify that the disqualification of Directors of Omkam Capital Markets Pvt. Ltd. namely Mr. Peeyush Kumar Aggarwal (DIN No. 00090423), pursuant to Clause (iv) sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attracted now. On the basis of records produced, we certify that the said penalty has been paid as on the date of this certificate.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2023-24 are provided as Annexure-1(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2023-24.

13. Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records for all the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria as prescribed by Central Government, cost audit is not required in our company for the financial year 2023-24as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

14. Share Capital:

15. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of Section 92 of the Companies Act 2013 is placed at the Company's website under the web link: : https://www.mpspharmaa.com/reports/mgt9-23-24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7, is available on the website of the Company at the link https://www.mpspharmaa.com/reports/areturn23-24.pdf

The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly for further improvement. In terms of requirement of Section134 (3) (a) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 the required information relating to conservation of energy, technology absorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-2.

17. Corporate Social Responsibility (CSR):

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. Directors and Key Managerial Personnel: A) Changes in Directors and Key Managerial Personnel Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Ram Niwas Sharma (DIN: 08427985), Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Considering the vast experience of Mr. Ram Niwas Sharma, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment as a Director liable to retire by rotation.

Brief profile of the Mr. Ram Niwas Sharma Director of the Company who is proposed to be re-appointed is mentioned herein below:

Mr. Ram Niwas Sharma has more than two decades of experience in the corporate sector at various levels including stock broking, marketing and general administration. Considering his vast and rich experience, the Board of Directors of the Company has appointed him as a Non-Executive Director of the Company.

Mr. Ram Niwas Sharma (having DIN: 08427985) does not have any relationship with any of the existing directors and Key Managerial Personnel and he does not hold any shares in the Company.

Details of his Directorship and Committee membership in listed and other public limited companies are as follows:-

Details of listed companies in which Mr. Ram Niwas Sharma resigned in the past three years Mr. Ram Niwas Sharma was appointed as a Non-Executive and Non-Independent Director w.e.f., 28th September, 2023 of MPS Infotecnics Limited, subject to the consent of the Shareholders in the Annual General Meeting of the Company, however the Annual General Meeting of the Company could not be held even during the extended period of holding of Annual General Meeting, hence he ceased to be the Additional Director of the Company. Further upon the recommendation of Nomination and Remuneration Committee, the Board of Directors of the MPS Infotecnics Limited has again appointed Mr. Ram Niwas Sharma (DIN: 08427985) as its Additional Director (Non-Executive & Non-Independent) with effect from 14th May, 2024, subject to the approval of the members in the Annual General Meeting of the Company.Further, as the Annual General Meeting of MPS Infotecnics Limited could not be held within that period also, Mr. Ram Niwas Sharma again ceased to be a Director of MPS Infotecnics Limited w.e.f. 12^th August, 2024.

During the year under review, Mr. Ajay Sharma (DIN:03344008) was appointed as an Additional Director, categorized as an Independent Director of the Company w.e.f. 13/07/2023 to hold office for a term of Five consecutive years pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 149, 150, 152 and 161and any applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or re enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013. The company has duly taken the approval of shareholders for appointing Mr Ajay Sharma as the Non-Executive Independent Director of the company by way of special resolution passed in the 29^th AGM of the company held on 29^th September, 2023.

A brief profile of Mr. Ajay Sharma is given below:

Mr. Ajay Sharma (DIN: 03344008) aged about 51 years is a Commerce Graduate from University of Delhi. He has an enriched experience of more than two decades in trading & retail business.

He has significant expertise in preparing business plans and business evaluation. His business interests are in the areas of real estate, retail & infrastructure, software & stock broking companies marketing and administration, real estate business & financial services. Mr. Ajay Sharma holds directorship and membership of the Committees of the Board of Directors of the under stated public companies:

Mr. Ajay Sharma holds 10 equity shares of the Company.

Mr. Ajay Sharma does not have any relationship with any of the existing directors and Key Managerial Personnel.

Details of listed companies in which Mr. Ajay Sharma resigned in the past three years - NIL

Further, Mr. Manoj Kumar Jain, (DIN: 01887411), Independent Director of the Company, has tendered his resignation from the position of the Independent Director of the Company with effect from 04^th July, 2023 due to personal reasons and business commitments. Further, Mr.Manoj Kumar Jain vide its letter dated 04^th July, 2023 has confirmed that there is no material reason other than those provided in the resignation letter tendered by him.

Names of listed entities in which the Mr. Manoj Kumar Jain holds directorships, indicating the category of directorship and membership of board committees as on the date of his resignation are as follows:

Details of Listed companies in which Mr Manoj Kumar Jain resigned during the past Three years:- MPS Infotecnics Limited

B. Declaration by Independent Directors:

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations, as amended. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

They have further confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of the Indian Institute of Corporate Affairs (‘IICA') for a period of one year or five years or life time till they continue to hold the office of an independent director.

In the opinion of the Board, all the Independent Directors have integrity, expertise and experience.

C. Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors:

Seven meetings of the Board of Directors were held during the year on 29^th May, 2023, 13^th July, 2023, 12^th August, 2023, 29^th August, 2023, 09^th November, 2023, 13^th February, 2024 and 30^thMarch, 2024.

A separate meeting of the Independent Directors was held on 26.03.2024.

20. Committees of the Board:

During the year under review, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has the following Committees:

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per Annexure -3) formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

In a separate meeting of Independent Directors held on 26.03.2024, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the 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. In addition, the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

22. Policy on Directors' Appointment and Remuneration:

Your Company has a policy to have an appropriate mix of Executive, Non-Executive and Independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consisted of 4 members and out of which 1 (One) is an Executive Director, 2areNon-Executive Independent Directors including 1 Woman Director and 1is a Non-Executive Director liable to retire by rotation.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure 4 to the Board Report. Further no remuneration, at present, is being paid to any of the Directors of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism:

Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behaviour actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the website of the Company under the Investment Information head at the link http://mpspharmaa.com/reports/policy/whistle_blower.pdfNone of the personnel has been denied access to the Audit Committee.

25. Particulars of loans, guarantees or investments under Section 186:

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

26. Contracts and arrangements with related parties:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website http://mpspharmaa.com/reports/policy/related_party.pdf. Pursuant to Section 134 (3)(h) of the Companies Act, 2013 and Rules made there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as “Annexure-5”. The details of the transactions with related parties are provided in Notes to Financial Statements.

27. Corporate Governance:

Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate “Report on Corporate Governance” together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

28. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that: (a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards had been followed and no material departures have been made from the same; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. on 31^st March, 2024 and of the profit or loss of the company for that period; (c)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure 6.

During the year under review, none of the Directors of the Company has received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on 29/03/2024 that the remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2023-24.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Change in Name of the Company

Your Directors are pleased to inform you that your company has obtained the approval of the Registrar of Companies, NCT of Delhi & Haryana for change in its name from 'ADVIK LABORATORIES LIMITED' to 'MPS PHARMAA LIMITED'. The name of the company has been changed to 'MPS PHARMAA LIMITED' with effect from December 13, 2022. The management of the company is taking the necessary steps to change the name of the company in the records of the Stock Exchanges where the shares of the company are listed.

33. Reporting of Frauds by Auditors'

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

34. Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on ‘Meeting of the Board of Directors' and Secretarial Standard 2 (SS-2) on ‘General Meeting' and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for the Company to observe the Secretarial Standards with respect to the Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

35. Human Resources:

Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. Segment-wise performance:

The Company is into single reportable segment only.

37. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

38. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons theerof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2023- 24 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

39. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

40. Acknowledgements:

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.