Year End :2024-03

Your Directors are pleased to present the 12^th Board's Report on the Business and Operations of
the Company together with the Audited Financial Statement and the Auditor’s Report for the
Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is
summarized as below:

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operations	254.33	1409.25
Other Income	151.85	226.25
Total Revenue	406.18	1635.50
Total Expenses	398.92	1355.98
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	13.26	289.91
Less: Depreciation / Amortization / Impairment	5.90	10.39
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	7.36	279.52
Add / Less: Exceptional and Extra Ordinary Items	0	0
Profit / Loss before Tax Expenses	7.36	279.52
Less: Tax Expense
Current Tax	2.05	81.40
Deferred Tax	0	0
Profit / Loss for the Period	5.31	198.12

2. OPERATIONS:

Total revenue from operations for Financial Year 2023-24 is Rs. 254.33 Lakhs compared to the
total revenue from operations of Rs. 1409.25 Lakhs of previous Financial Year. The Company
has incurred Profit before tax for the Financial Year 20223-24 of Rs. 7.36 Lakhs as compared to
Profit before tax of Rs. 279.52 Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 2023-24 is Rs. 5.31 Lakhs as against Net Profit after tax of Rs. 198.12 Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for future
growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IFANY

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

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company’s website www.earumpharma.com.

5. BONUS ISSUE:

In the Financial Year 2023-24 Company has not issued bonus shares to the member of the
company

6. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2024 is Rs. 62,35,00,000/-
(Rupees Sixty-two Crores Thirty-five Lakhs Only) divided into 31,17,50,000 (Thirty-one Crores
Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two Only) each.

Further, the Company has increased the Authorised Share Capital from the existing Rs.

62.35.00. 000/- (Rupees Sixty-Two Crores Thirty-Five Lakhs Only) divided into 31,17,50,000/-
(Thirty-One Crores Seventeen Lakhs and Fifty Thousand) Equity Shares of Rs. 2/- (Rupees Two
Only) each to Rs. 140,00,00,000/- (Rupees One Hundred and Forty Crores Only) divided into

70.00. 00.000 (Seventy Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each ranking pari
passu in all respect with the Existing Equity Shares of the Company in Extra Ordinary General
Meeting held on 24^th April, 2024

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2024is Rs. 12,33,58,200/- (Rupees
Twelve Crores Thirty-three Lakhs Fifty-eight Thousand Two Hundred Only) divided into
6,16,79,100 (Six Crores Sixteen Lakhs Seventy-Nine Thousand One Hundred) equity shares of
Rs. 2/- (Rupees Two Only) each.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do
not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to
profit and loss account of the Company under Reserves and Surplus.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company’s website at www.earumpharma.com

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF
THE REPORT:

During the year, on 20^th June, 2023, the company, vide its Board Meeting, had allotted
18,54,32,518 (Eighteen Crore Fifty-four Lakhs Thirty-two Thousand Five Hundred and
Eighteen) fully paid up equity shares of face value 2 (Two) each per equity share, at a price of

Rs. 2 per equity share (at par), aggregating to Rs. 37,08,65,036(Thirty-seven Crore Eight Lakhs
Sixty-five Thousand Thirty-six Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs.
12,33,58,200 (Rs Twelve Crore Thirty-three Lakhs Fifty-Eight thousand two hundred Only) to
Rs. 49,42,23,236/- (Rupees Forty-nine Crores Forty-two Lakhs Twenty-three Thousand Two
Hundred and Thirty-six Only).

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 19 (Nineteen) times viz. 19^th April,
2023, 23^rd May, 2023, 29¹ May, 2023, 20¹ June, 2023, 26¹ June, 2023, 14¹ July, 2023, 21¹ July,
2023, 28^th July, 2023, 8^th August, 2023, 14^th August, 2023, 23^rd August, 2023, 30^th September,
2023, 9^th December, 2023, 5^th January, 2024, 30^th January, 2024, 9^th February, 2024, 14^th
February, 2024, 15^th March, 2024, 29^th March, 2024.

13. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards have been followed and there is no material departure
from the same;

b. The Directors had 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 financial year and of the profit of
the Company for the financial year ended on 31^st March, 2024.

c. 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 and for preventing and detecting fraud and other
irregularities;

d. The Directors had 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 are operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, as per Annexure - 1.

16. SHIFTING OF REGISTERED OFFICE OF THE COMPANY WITHIN LOCAL LIMITS:

The Company has shifted its Registered office within the city w.e.f. 8^th August, 2023 from A -
1106, Empire Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -
380 060 to S.F. Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam
Complex Nikol Ahmedabad- 382 350.

The Company has shifted its Registered office within the city w.e.f. 9^th February, 2024 from S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350 to A1311, Sun West Bank, Ashram Road, Ahmedabad - 380 009.

17. SHIFTING OF CORPORATE OFFICE:

The Company has shifted its corporate office w.e.f. 8^th August, 2023 from A - 1106, Empire
Business Hub Near AUDA Water Tank, Science City Road, Sola NA Ahmedabad -380 060 to S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350.

The Company has shifted its corporate office within the city w.e.f. 9^th February, 2024 from S.F.
Shop - 3/2/B Samruddhi Residency Raspan Arcade Cross Road Nr. Satyam Complex Nikol
Ahmedabad- 382 350 to A1311, Sun West Bank, Ashram Road, Ahmedabad - 380 009.

18. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

19. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not
borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of
Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 does not apply to the Company.

20. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

21. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including: ¹

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors’ inputs on
effectiveness of the Board/ Committee processes.

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

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

23. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION-
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

A. Auditors' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not calls for any further comment.

B. Secretarial Auditor's Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls
for any further comment.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT-2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is
attached as Annexure - 2.

26. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:

a) Risk Management Committee:

The Board of Directors of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this report.

b) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

c) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

27. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	637.07
2.	Current Year’s Profit	5.31
3.	Utilization of Reserve	-
4.	Amount of Securities Premium and other Reserves	-
Total		642.38

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

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0.00 percent of the total revenue in FY 2023-24;

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2023¬ 24	F.Y. 2022¬ 23
1.	Foreign exchange earnings	NIL	NIL
2.	CIF value of imports	NIL	NIL
3.	Expenditure in foreign currency	NIL	NIL
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2023-24.

30. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

31. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN
1.	Mr. Bhumishth Patel5	Non-Executive Director	02516641
2.	Mrs. Payal Patel6	Whole-Time Director	05300011
3.	Ms. Payal Patel8	Chief Financial Officer	ATCPP0254C
4.	Mr. Dahyabhai Patel7	Non-Executive Director	07061899
5.	Mr. Parimal Patwa15	Independent Director	00093852
6.	Mr. Harsh Kothari16	Independent Director	09310696
9.	Ms. Madhuri Mistry1	Company Secretary	ALOPM3351M
10.	Mr. Sanjaykumar Nai2	Additional Non-Executive Director	10083298
11.	Mr. Vijaykumar Patel3	Managing Director	08073622
12.	Mr. Premaram Patel4	Additional Non-Executive and Independent Director	09324872
13.	Mr. Sunil Patel9	Chief Financial Officer	CRXPP4293E
14	Mr. Manthan Rameshbhai Tilva10	Managing Director	10453462
15	Mr. Sanket Ladani11	Additional Non-Executive Director	10453446
16	Mr. Vaghasiya Brijeshkumar Mathurbhai12	C hief Financial Officer	AGOPV1784C
17	Mr. Vinod Rajabhai Bhadarka13	Additional Non-Executive and Independent Director	09829560
18	Ms. Khyati Kanaiyalal Patel14	Additional Non-Executive and Independent Director	10548061
19	Mr. Akshay Talshibhai Sanepara18	Additional Non-Executive and Independent Director	10552630
20	Ms. Sangita Rajpurohit19	Company Secretary	CHIPR0064A
21	Ms. Nitixa Bharatkumar Ramanuj17	Non-Executive and Independent Director	10288703

1. Ms. Madhuri Mistry had resigned as a compliance officer of the company w.e.f. 5th August,2023.

2. Mr. Sanjaykumar Nai appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and had resigned from the Post of Non¬
Executive Director w.e.f. 19th January, 2024.

3. Mr. Vijaykumar Patel appointed as Additional Non-Executive Director w.e.f. 8th August, 2023 and change in designation From Additional
Non-Executive Director to Managing Director w.e.f. 14th August,2023 and had resigned from the Post of Managing Director w.e.f. 19th
January, 2024.

4. Mr. Premaram Patel appointed as Additional Non-Executive and Independent Director w.e.f. 8th August, 2023 and has resigned from the

post of Independent Director of the Company w.e.f. 23rd August, 2023.

5. Mr. Bhumishth Patel had resigned as Non- Executive Director w.e.f. 8th August,2023.

6. Mrs. Payal Patel was resigned as whole Time Director w.e.f. 8th August, 2023.

7. Mr. Dahyabhai Patel was resigned as Non-Executive Director of the Company w.e.f. 8th August, 2023.

8. Mrs. Payal Patel was resigned as Chief Financial Officer w.e.f. 9th August, 2023.

9. Mr. Sunil Patel appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2023 and had resigned w.e.f. 10th February, 2024.

10. Mr. Manthan Ramesbhai Tilva appointed as Managing Director of the Company w.e.f. 5th January, 2024.

11. Mr. Sanket Ladani appointed as Additional Non-Executive Director of the Company w.e.f. 5th January, 2024.

12. Mr. Vaghasiya Brijeshkumar Mathurbhai appointed as Chief Financial Officer (CFO) of the Company w.e.f. 9th February, 2024

13. Mr. Vinod Rajabhai Bhadarka appointed as Additional Non-executive Independent Director of the Company w.e.f. 15th March, 2024.

14. Ms. Khyati Kaniyalal Patel appointed as Additional Non-executive Independent Director of the Company w.e.f. 15th March, 2024.

15. Mr. Parimal Suryakant Patwa had resigned from the post of Independent Director of the Company w.e.f. 15th March, 2024.

16. Mr. Harsh Mahendrakumar Kothari had resigned from the post of Independent Director of the Company w.e.f. 15th March, 2024.

17. Ms. Nitixa Bharatkumar Ramanuj was appointed as Independent Director of the Company w.e.f. 23rd August, 2023 and had resigned from
the post of Independent Director of the Company w.e.f. 15th March, 2024.

18. Mr. Akshay Talshibhai Sanepara appointed as Additional Non-executive Independent Director of the Company w.e.f. 29th March, 2024.

19. Ms. Sangita Rajpurohit appointed as Company Secretary and Compliance Officer of the Company w.e.f. 4th April, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2023-24 and till the date of Board's Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Parimal Patwa, Mr. Harsh Kothari, Mr. Premaram Patel, Ms. Nitixa Ramanuj, Mr. Vinod
Bhadarka, Ms. Khyati Patel and Mr. Akshay Sanepara Independent Directors of the Company has
confirmed to the Board that he meets the criteria of Independence as specified under Section
149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. They had
also confirmed that they meets the requirement of Independent Director as mentioned under
Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. The confirmations were noted by the Board.

33. CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure - 3.

34. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.

35. AUDITOR:

A. Statutory Auditor:

M/s D G M S & Co., Chartered Accountants, Jamnagar, bearing registration number 112187W,
Statutory Auditors of the company.

The Auditors have also furnished a declaration confirming their independence as well as their
arm’s length relationship with your Company as well as declaring that they have not taken up
any prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has
appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Company Secretaries,
Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the
Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure -
4 in Form MR-3.

C. Internal Auditor:

The Board of directors has appointed M/s. S Parth & Co, Chartered Accountants, Ahmedabad as
the internal auditor of the Company. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from
time to time.

36. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 19^th April, 2023, 29^th May, 2023, 8^th August, 2023, 14^th August, 2023, 9^th December,
2023 and 14^th February, 2024 and the attendance records of the members of the Committee are
as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Harsh Kothari6	Chairperson	6	6
Mr. Parimal Patwa7	Member	6	6
Mr. Dahyabhai Patel2	Member	3	3
Mr. Sanjaykumar Nai1	Member	2	2
Ms. Khyati Patel4	Chairperson	0	0
Mr. Sanket Ladani3	Member	1	1
Mr. Vinod Bhadarka5	Member	0	0

1. Sanjaykumar Nai appointed as member of the audit Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

2. Mr. Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

3. Mr. Sanket Ladani appointed as member of audit committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of audit committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of audit committee w.e.f. 15th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

B. Composition of Nomination and Remunaration Committee:

During the year under review, meetings of members of committee as tabulated below, was held
on , 8^th August, 2023, 14^th August, 2023, 23^rd August, 2023 and 5^th January, 2024, 9^th February,
2024, 15^th March, 2024 and 29^th March, 2024 the attendance records of the members of the
Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Harsh Kothari6	Chairman	6	6
Mr. Parimal Patwa7	Member	6	6
Mr. Dahyabhai Patel1	Member	1	1
Mr. Sanjaykumar Nai2	Member	3	3
Ms. Khyati Patel4	Chairperson	1	1
Mr. Sanket Ladani3	Member	3	3
Mr. Vinod Bhadarka5	Member	1	1

1. Mr. Dahyabhai Patel was resigned as member of Committee w.e.f. 8th August, 2023.

2. Mr. Sanjaykumar Nai appointed as member of the Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

3. Mr. Sanket Ladani appointed as member of committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of committee w.e.f. 15th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee as
tabulated below, was held on, 26^th June, 2023 and 8^th August,2023 and the attendance records of
the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Dahyabhai Patel1	Chairman	2	2
Mr. Harsh Kothari6	Member	2	2
Mr. Parimal Patwa7	Member	2	2
Mr. Sanjaykumar Nai2	Member	0	0
Mr. Sanket Ladani3	Chairperson	0	0
Ms. Khyati Kanaiyalal Patel4	Member	0	0
Mr. Vinod Bhadarka5	Member	0	0

1. Mr, Dahyabhai Patel was resigned as member of audit committee w.e.f. 8th August, 2023.

2. Mr Sanjaykumar Nai appointed as member of the Committee w.e.f. 8th August, 2023 and resigned w.e.f. 19th January, 2024

3. Mr. Sanket Ladani appointed as member of committee w.e.f. 5th January, 2024

4. Ms. Khyati Patel appointed as Chairperson of committee w.e.f. 15th March, 2024.

5. Mr. Vinodbhai Bhadarka appointed as member of committee w.e.f. 15 th March, 2024

6. Mr. Harsh Kothari resigned as Member w.e.f 15th March, 2024

7. Mr. Parimal Patwa resigned as Chairperson w.e.f. 15th March, 2024

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

38. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review

39. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

40. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

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 the reasons thereof is not applicable to the Company.

41. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company's Policy on director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company
at www.earumpharma.com

42. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 10^th February,
2023 to discuss the agenda items as prescribed under applicable laws. All Independent
Directors have attended the said meeting. In the opinion of the Board, all the Independent
Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and
SEBI (LODR), 2015 and are independent of the management of the Company.

43. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board's Report.

44. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

45. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions

47. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A-1311, Sun West Bank, Ashram Road, Murae Organisor Limited

Ashram Road P.O, Ahmedabad, City Taluka, [Formally known as Earum Pharmaceuticals Limited)

Gujarat, India, 380009

Sd/- Sd/-

Place: Ahmedabad Sanket Ladani Manthan Tilva

Date: 7th September, 2024 Director Managing Director

DIN: 10453446 DIN: 10453462

1

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;