The Board of Directors take pleasure in presenting the Eighty Third Annual Report together with the Audited
Financial Statements for the year ended 31st March, 2025. The Management Discussion and Analysis has also
been incorporated into this report.

1. OVERVIEW:

The Financial Statements have been prepared provisions of Section 129 read with Schedule III of
Companies Act, 2013 and in accordance with the Indian Accounting Standards under the Companies
(Indian Accounting Standards) Rules, 2015 and under Section 133 of the said Act read with Rule 3 of the
Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standard)
Accounting Rules, 2016. Our management accepts responsibility or the integrity and objectivity of these
financial statements, as well as for various estimates and judgments used therein. The estimates and
judgments relating to the financial statements have been made on a prudent and reasonable basis, so that
the financial statements reflect in a true and fair manner the form and substance of transactions, and
reasonably present our state of affairs, profits and cash flows for the year.

2 FINANCIAI RESUITS:

3. DIVIDEND:

In order to conserve funds for the business of the Company, the Board of Directors do not recommend any
dividend for the financial year 2024-2025.

4. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2025 was Rs. 1.5 Crore. During the year under review,
the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. INDUSTRYSTRUCTUREAND DEVELOPMENTS

The Board of Directors of the Company are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIESAND THREATS:

The Board of Directors of the Company perceive the outlook of the Company with optimism.

7. RISKANDCONCERN:

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the CompaniesAct, 2013.
This framework seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company’s competitive advantage. The business risk policy defines the risk management
approach which helps in identifying risks trend, exposure and potential impact analysis at a Company level
as also separately for business segments. The detailed risk management policy has been hosted on the
website of the Company. There are no perceived risks in the present activity.

8. INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY:

The Company has in place well defined and adequate internal controls commensurate with the size of the
Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivity and independence,
the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with
operating systems and policies of the Company and accounting procedures at all locations of the Company.
Based on the report of lAfunction, process owners undertake corrective action in their respective areas and
thereby strengthening the controls. Significant audit observations and corrective actions thereon are
presented to theAudit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place of ensuring proper and
efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial
information.

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni
Associates LLP,CharteredAccountants as an InternalAuditor of the Company. Pursuant to Section 134(5)

(e) of the CompaniesAct, 2013, the Board of Directors has adopted Internal Financial Control Policy, which
has also been hosted on website of Company.

9. DETAILS OF DIRECTORS & KEYMANAGERIAL PERSONNELAPPOINTED/RESIGNED DURING THE
YEAR:

Appointment of Shri. Ruchit Mehta (Din: 8810586) as an Additional Director of the Company and
designated as Managing Director and Chief Executive Officer of the Company w.e.f. 16th April, 2025 subject
to approval of Shareholders of the Company

Appointment of Shri. Utsav Trivedi (Din:10720143) as an Additional Director of the Company and
designated as Chief Financial Officer of the Company w.e.f. 16th April, 2025 subject to approval of
Shareholders of the Company

Appointment of Ms. Sarvagya Goel (Din: 10622443) as an Additional Director of the Company and
designated as Non-Executive Independent Director of the Company w.e.f. 16th April, 2025 subject to
approval of Shareholders of the Company

Appointment of Ms. Shilpi Chopra (Din: 07161915) as anAdditional Director of Company and designated as
Non-Executive Independent Director of the Company w.e.f. 16th April, 2025 subject to approval of
Shareholders of the Company

Appointment of CS Bhawna Rajput (ACS-72357) as Company Secretary and Compliance Officer of the
Company w.e.f. 16th April, 2025

Mr. Bhavin Sheth Executive Director and Chief ExecutiveOfficeroftheCompanyresignedw.e.f. 16thApril, 2025

Shri.AshokSomani ExecutiveDirectorandChiefFinancialOfficeroftheCompanyresignedw.e.f. 16thApril, 2025.

Mrs. Shanta Somani Non-Executive Director of the Company resigned w.e.f. 16th April, 2025

Shri. Mathura Prasad Sharma, Director of the Company in the category of Non-Executive Independent
Director resigned w.e.f. 16th April, 2025

Shri Toby Antony Director of the Company in the category of Non-Executive Independent Director resigned
w.e.f. 16th April, 2025

Shri Nandkumar Pareek Director of the Company in the category of Non-Executive Independent Director
resigned w.e.f. 16th April, 2025

Mrs. Unnatti Jain (ACS 39639), Company Secretary and Compliance Officer of the Company resigned
w.e.f. 16th April, 2025.

Pursuant to the amendments in the Companies (Appointment and Qualification of Directors) Rules, 2014,
all the Independent Directors of the Company have registered themselves with the Databank of
Independent Directors. The Directors who were not exempted from the requirement of appearing in the
online proficiency test, have successfully qualified in the same.

10. INDEPENDENTDIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015) forfulfilment of their responsibilities in a professional and
faithful manner and to promote confidence of the investment community, particularly minority shareholders,
regulators of the Company.

Independent Directors play an important role in their governance process of the Board. They bring to bear
their expertise and experience on the deliberations of the Board. This enriches the decision making process
at the Board with different point of view and experiences and prevents conflict of interest in the decision
making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and
Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to
consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years from their respective dates
of appointment.

None of the Independent Directors serves as “Independent Directors” in more than seven listed entities.
During the year under review, the Independent Directors met on January 31,2025, inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole.

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the
Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and
the Board that is necessary forthe Board to effectively and reasonably perform its duties.

(d) Other related matters.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Board’s
freedom to express its views on matters transacted at the meetings and the openness and transparency with which
the Management discusses various subject matters specified on the agenda of meetings.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION
PROGRAMME FOR EXISTING INDEPENDENTAND NON-INDEPENDENT DIRECTORS:

An appropriate induction programme for new Directors and ongoing familiarization with respect to the
business/working of the Company for all Directors is a major contribution for meaningful Board Level
deliberations and sound business decisions.

At the time of appointing a Director, a formal letter of appointment is given to him/her which, interalia,
explains his/her role, function, duties and responsibilities and the Board’s expectations from him/her as a
Director of the Company. The Director is also explained in detail the compliances required from him/her
under the Act, SEBI Regulations and other relevant regulations and his/her affirmation taken with respect to
the same.

A Presentation is also shared with newly appointed Director giving an overarching perspective of the
industry, organizational set-up of the Company, the functioning of various divisions/departments, the
Company’s market in which it operates, governance and internal control process and other relevant
information pertaining to the Company’s business.

The above initiatives help the Directors to understand the Company, its business and the regulatory
framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director
of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS:

The Company’s Board comprises of Six Directors -Two of them are Executive Directors, One is Non¬
Executive Non-Independent Director and remaining three are Non-Executive Independent Directors. The
Chairman of the Board is Executive Director. The number of Non-Executive Independent Directors is 50% of
the total strength of the Board.

During the year, there were Five (5) Board Meetings held on 27/05/2024, 29/07/2024, 28/10/2024,
31/12/2024 and 27/01/2025. The attendance of the Directors in the Board Meetings and lastAnnual General
Meeting is given here below-

Meetings held during the year are expressed as number of meetings eligible to attend.

ED - Executive Director
NED - Non-Executive Director
ID - Independent Director

13. BOARDCOMMITTEES:

The Board has constituted the following Committees of Directors:

(a) AUDITCOMMITTEE:

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies
Act, 2013.

i. Terms of Reference:

The Audit Committee acts as link between Statutory and Internal Auditor and the Board of Directors. It

assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes,
reviewing the Company’s statutory and internal audit activities. Majority of the members on the
Committee, including the Chairman are Independent Directors. The Committee is governed by a Charter
which is in line with the regulatory requirements mandated under Section 177 of the Companies Act, 2013
read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI
Regulations. The terms of reference of theAudit Committee are as follows -

(1) oversight of the listed entity’s financial reporting process and the disclosure of its financial information
to ensure that the financial statements is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the
board’s report in terms of clause (c)of sub-section (3) of Section 134 of the CompaniesAct, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate commendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

(14) Discussion with internal auditors of any significant findings and follow up there on;

(15) Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

(16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

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

(18) To review the functioning of the whistle blower mechanism;

(19) Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

(20) Carrying out any otherfunction as is mentioned in the terms of reference of the audit committee;

(21) Review of Management’s discussion and analysis of financial condition and results of operations;

(22) Review of Statement of significant related party transactions (as defined by the audit committee),
submitted bymanagement;

(23) Review of Management letters / letters of internal control weaknesses issued by the statutory
auditors;

(24) Review Internal audit reports relating to internal control weaknesses; and

(25) Review the appointment, removal and terms of remuneration of the chief internal auditor;

(26) Review of Statement of deviations if any; and

(27) Carrying out any otherfunction as is mentioned in the terms of reference of the Audit Committee and
any other terms of reference as may be decided by the Board or specified/ provided under the
Companies Act, 2013 or Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”) or by any other regulatory authority.

ii. Composition:

TheAudit Committee comprises of three members, all of which are Independent Directors.

Following are the members of the committee:

1. Mr. NandkumarPareek - Chairman

2. Mr.TobyAntony - Member

3. Mr. Mathura Prasad Sharma - Member

The Audit Committee met for Four (4) times during the year i.e. on 27/05/2024, 29/07/2024,

28/10/2024, and 27/01/2025. The attendance of Members at theAudit Committee was as follows:

Meetings held during the year are expressed as number of meetings eligible to attend.

iii. The Powers of theAudit Committee include:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

iv. Internal Financial Controls and Governance Process:

a. Review the adequacy and effectiveness of the Company’s system and internal controls.

b. Review and discuss with the Management, the Company’s major financial risk exposures and
steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Company as
Ethical view Reporting Policy) and to review the findings of investigations into cases of material
nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification for appointment on the
Committee and have sound knowledge of finance, accounting practices and internal controls.

The Representative of the Statutory Auditors are permanent invitees to the Audit Committees. They
have attended all the Audit Committee Meetings held during the year. The Chief Financial Officer
(CFO) attended the meetings of Committee. The Company Secretary is the Secretary to the all the
Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three Members all of which are Independent
Directors. The Committee is governed by a Charter.

i. Terms of Reference:

The terms of reference of the committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to be
issued by the Company;

b) To decide all questions and matters that may arise in regard to transmission of shares /
debentures / warrants issued / to be issued by the Company;

c) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those
reported lost;

d) To refer to the Board and any proposal of refusal of registration of transfer of shares/debentures/
warrants for their consideration;

e) To look into Shareholders and investors complaints like transfer of shares, non- receipt of annual
reports, non-receipt of declared dividends, etc.;

f) To delegate all or any of its powers of Officers/Authorized Signatories of the Company;

g) To issue new certificates against subdivision of shares, renewal, split or consolidation of share
certificates / certificates relating to other securities;

h) To issue and allot debentures, bonds another securities, subject to such approvals as may be
required;

i) To approve and monitor Dematerialization of shares / debentures / other securities and all
matters incidental or related thereto;

j) To authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of
declared dividend/interest, change of address for correspondence etc. and to monitor action
taken.

ii. Composition:

The constitution and terms of reference of the Stakeholders Relationship Committee is in pursuance
of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 178(5) of the Companies Act, 2013.

Following are the members of the committee:

1. Mr. NandkumarPareek - Chairman

2. Mr.TobyAntony - Member

3. Mr. Mathura Prasad Sharma - Member

The Committee met Four (4) times during the year i.e. on 27/05/2024, 29/07/2024, 28/10/2024, and
27/01/2025. The attendance of Members at the Stakeholder Relationship Committee was as follows:

Meetings held during the year are expressed as number of meetings eligible to attend.

iii. Powers of the Committee:

The Powers of the Stakeholder Relationship Committee include:

(i) To approve and monitors transfers, transmission, splitting and consolidation of securities and
issue of duplicate certificates by the Company;

(ii) To look into various issues relating to shareholders, including the redressal of Shareholders’ and
investors’ complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc.; and

(iii) To carry out the functions envisaged under the Code of Conduct for Prevention of Insider trading,
which is effective from 15th May, 2015.

Details of Investor Complaints Received and Redressed during the year2024-25 are as follows:

C NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is governed by a Charter. The Chairman along with

the other members of the Committee are Independent Directors.

i. Terms of Reference:

The terms of reference of the Committee inter alia include the following -

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors
their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors.

ii. Composition:

The Composition of the Committee is composed pursuant to the Section 178 of the Companies Act,
2013.

Following are the members of the committee:

1. Mr. NandkumarPareek - Chairman

2. Mr.TobyAntony - Member

3. Mr. Mathura Prasad Sharma - Member

The Nomination and Remuneration Committee met for one time during 2024-2025 i.e. on 31/12/2024.

Meetings held during the year are expressed as number of meetings eligible to attend.
INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of
the Company shall hold at least one meeting in a year without the presence of Non Independent Directors
and members of the management. All the independent directors shall strive to be present at such meeting

The independent directors in their meeting shall, inter alia-

(a) Review the performance of non-independent directors and the board of directors as a whole;

(b) Review the performance of the chairperson of the listed entity, taking into account the views of
executive directors and non-executive directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management of the
listed entity and the board of directors that is necessary for the board of directors to effectively and
reasonably perform their duties;

Independent Directors met 1 (one) time during the year on January 27, 2025 and attended by all the
Independent Directors i.e. Mr. Nandkumar Pareek, Mr. TobyAnthony and Mathura Prasad Sharma.

14. BOARDEFFECTIVENESS:

a. FAMILIARIZATION PROGRAM FORTHE INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place a familiarization program for the Independent
Directors to familiarize them with their role, rights and responsibility as Directors, the working of the
Company, nature of the industry, in which the Company operates the business model etc. The same is
also available on the website of the Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARDANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual
performance evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders
Relationship Committee respectively. The Chairman of the Board of Directors individually get an
overview of the functioning of the Board and its constituents inter alia on the following broad criteria i.e.
attendance and level of participation independence of judgment exercised by Independent Directors,
interpersonal relationship etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgement safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Secretarial
Department. The Directors expressed their satisfaction with the evaluation process.

c. KEYMANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant
to the Section 2 (51) and 203 of the CompaniesAct, 2013 read with rules thereunder-

1. Mr. Ashok Somani -Chief Financial Officer, and Director

2. Mr. Bhavin Sheth-Chief Executive Officer and Director

3. Mrs. Unnatti Jain-Company Secretary and Compliance Officer of the Company

15. MEETINGS:

Acalendar of Meetings is prepared and circulated in advance to the Directors. During the year under review there
were Four (5) Board Meetings, Four (4) Audit Committee Meetings, Four (4), Stakeholders Relationship
Committee Meetings and One (1) Nomination and Remuneration Committee Meeting and Independent Director
meeting One (1) were convened and held. The intervening gap between the Meetings was within the period
prescribed under the CompaniesAct, 2013.The attendance of Meetings are enumerated in the table below-

16. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma Laboratories
Limited, state in respect of Financial Year2024-2025 that:

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

b) The Directors have selected the accounting policies, 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 of the Company for that period.

c) The Directors have taken proper and sufficient care 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.

d) The Directors have prepared theAnnualAccounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place and that the financial
controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and
were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the
CompaniesAct, 2013 are given in the notes to Financial Statements.

18. RELATEDPARTYTRANSACTIONS:

There was one Related Party Transactions pursuant to Section 188 (1) of the CompaniesAct, 2013 read
with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Disclosures pursuant to Accounting Standards on related party transactions have been made in the note
no. 18 of Notes to Financial Statements.

The policy on Related Party Transaction approved by the Board has been hosted on the website of the
Company.

19. DEPOSITS:

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the
CompaniesAct, 2013 and the Rules framed thereunder.

20. PARTICULARSOFEMPLOYEES:

Information as per Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the

Company can be obtained by an interested shareholder by submitting a written request to the Company. This
practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are
being sent to all Shareholders, excluding the information on employees’ particulars under Section 197 of theAct
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
which is available for inspection by the Members at the Registered Office of the Company during business
hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company in this regard.

21. STATUTORYAUDITORS:

The Auditors, M/s Sanjay Rane & Associates LLP, Chartered Accountants were appointed as Statutory
Auditors for a period of five continuous years from the conclusion of 79th AGM held during the year under
review till the conclusion of 84thAGM.

Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the
Company and theirappointmentwould be within the limits as prescribed under Section 141 of theAct.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI and
hold valid certificate issued by the Peer Review Board of the ICAI.

As per the requirement of SEBI Regulations, the Auditors have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India and the same has been
put up in the Notice ofAnnual General Meeting for approval of the members of the Company.

However, as per Companies (Amendment)Act, 2017 notified on 7th May, 2018 the provisions regarding the
ratification of auditor has been done away

22. AUDITOR’S REPORT:

The StatutoryAuditors for the financial year ended March 31,2025 does not contain any adverse comments
or qualifications on the financial statements of the Company.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:

There is no material transaction during the year.

24. SECRETARIALAUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed
M/s. Kavita Khatri & Associates., Practising Company Secretaries, as Secretarial Auditor of the Company
for the financial year 2024-25. The Report of the Secretarial Auditors is enclosed as “Annexure C” to this
report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. INTERNALAUDIT:

The Board of Directors on recommendation ofAudit Committee appointed M/s. Sarda SoniAssociates LLP,
Practicing Chartered Accountants, to undertake the Internal Audit of the Company pursuant to the
provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014.

26. ENERGY, TECHNOLOGYAND FOREIGN EXCHANGE:

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, the information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during
the under report. A copy of Statements of Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules, 1988 have beenAnnexed along with Board’s Report in “Annexure B”.

27. ANNUALRETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 the Annual Return of the Company as on March 31, 2025 is available on

s-N

company’s website atwww.thechemopharmalaboratoriesltd.com

28. CORPORATE GOVERNANCE:

Pursuant to the Regulation 15oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, which is effective from 01st December, 2015, the Company is not required to comply with provisions
of Corporate Governance as its Paid-up capital is less then Rs. 10 Crore and its net worth is also less than
Rs. 25 Crore as on 31/03/2025.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/ Whistle Blower Policy in place since 2014 pursuant to the Section
177(9) of the Companies Act, 2013 read with Rule 7 of (the Companies of Board and its Powers) Rules,
2014 for reporting the genuine concerns of Directors and Employees and also provide adequate safeguards
against victimization of persons who use such mechanism. The details of this policy are published on the
website of the Company.

30. INTERNAL FINANCIAL CONTROL POLICY:

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

31. CODE OF CONDUCT OF INDEPENDENT DIRECTORS:

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors have adopted
Code of Conduct of Independent Director in its meeting held on 26/09/2014, for the fulfillment of their
responsibilities in a professional and faithful manner and to promote confidence of the investment
community, particularly minority shareholders, regulators of the Company, a copy of detailed policy is
published on the website of the Company.

32. PERFORMANCE EVALUATION POLICY:

As per the Listing Agreement entered into with the Company, every Listed Company needs to adopt
Performance Evaluation Policy for annual evaluation of the Board of Directors and of its own performance
(self-appraisals) and that of its committees and individual Directors as mentioned under the Clause (p) of
Sub-section (3) of Section 134 of the Companies Act, 2013.The Company adopted it in its meeting dated
29/09/2014, details of this Policy is published on the Website of the Company.

33. RISKMANAGEMENTPOLICY:

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth
and sound corporate governance by having a process of risk identification and management in compliance
with the provisions of the Companies Act, 2013.

34. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONSANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board of Directors had adopted the policies prescribed under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in its meeting dated 21st January, 2016, copies of which is hosted on
website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

35. PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT THE WORKPLACE:

The Company is an equal opportunity provider and continuously strives to build a work culture which
promotes the respect and dignity of all employees across the Organization. In order to provide women
employees a safe working environment at workplace and also in compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules
framed there-under, the Company has formulated a well defined policy on prevention, prohibition and
redressal of complaints relating to sexual harassment of women at the workplace. All women who are
associated with the Company either as permanent employees or temporary employees or contractual
persons including service providers at Company sites are covered under the above policy. The said policy
has been uploaded on the website of the Company.

An Internal Complaint Committee (ICC) has been set up comprising of two female and one male employee.
One of the female employees is the Chairperson and a female member is the Secretary of the Committee.
There is one external male member on the Committee who is a specialist in dealing with such matters.Apart
from the above, there is one female nodal person to receive and forward complaints either to the First
Instance Person (FIP).

36. PROHIBITIONOFINSIDERTRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into
force on 15th May, 2015. Pursuant thereto, the Company has formulated and had adopted a Code for
Prevention of InsiderTrading. Furtherthe SEBI notified Securities and Exchange Board of India (Prohibition
of Insider Trading) (Amendment) Regulations, 2018 on 31st December, 2018 directing the listed entities to
adopt revised code of conduct as perthe amendments listed in the circular.

The Company adopted the new Code of Conduct for Prevention of InsiderTrading to Regulate, Monitor and
ReportTrading by Insiders. This code is applicable to all key managerial personnel, connected persons and
designated person of the Company and the persons who have access to unpublished price sensitive
information relating to the Company.

The Board of Directors in its meeting held on 27th May, 2019 adopted the policy.ACopy of Detailed Policy is
hosted on the website of the Company.

37. GENERALBODYMEETINGS:

(a) Location and time where lastthreeAnnual General Meetings were held:

Annual General Meetings:

No resolution has been passed through Postal Ballot

38. OTHER DISCLOSURES:

a. Subsidiary Companies:

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment:

In the preparation of financial statements, the Company has followed the Accounting Standards

issued by the Institute of Chartered Accountants of India along with Indian Accounting Standards
under the Companies (Indian Accounting Standards) Rules, 2015 to the extent applicable. The
Financial Statements have been prepared on their historical cost convention and in accordance with
the normally the normally accepted accounting principles on accrual basis.

39. MEANS OF COMMUNICATION:

1. Quarterly Results: The Company has submitted Audited and Un-audited Quarterly Results to the
Bombay Stock Exchange.

2. Newspapers wherein normally published: Free Press Journal, Mumbai Nav Shakti, Active

Times of India and Mumbai Lakshwadeep.

3. Whether Management Discussion &Analysis Report is a part ofAnnual Report: Yes

40. GENERALSHAREHOLDERINFORMATION:

(a) AGM DATE, TIME AND VENUE: Annual General Meeting will be held on Wednesday, September 24,
2025 at 04:00 p.m. (IST) through video conferencing (“VC”)/ other Audio Visual Means (“OAVM”) (The
proceedings of theAGM shall be deemed to be conducted at the Registered Office of the Company).

(b) FINANCIAL CALENDAR FOR 2025-2026:

Tentative Schedule:

(c) DATE OF BOOK CLOSURE AND RECORD DATE: Share Transfer Register will be closed from
September 18,2025 to September24,2025 (both days inclusive) and Record Date September17,2025

(d) Dividend payment date: NotApplicable.

(e) Company’s Shares are listed on Bombay Stock Exchange

(f) StockCode: 506365

(g) MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN LAST FINANCIALYEAR (2024-2025)

i) REGISTRARANDSHARETRANSFERAGENT:

The Registrar and Share Transfer Agent of the Company is Purva Sharegistry (India) Private Limited
(SEBI Reg. No.-INR000001112)forhandling and dealing with all aspects of investor servicing relating
to shares in both physical and DEMAT Form.

The Contact Details of our Registrar and Share TransferAgents are as follows:

Purva Sharegistry (India) Private Limited

Unit No. 9, ShivShakti Ind. Estate, J. R. BorichaMarg, LowerParel (East), Mumbai-400011.

Tel No. - (022) 23012518

Email Id - support@purvashare.com

) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED:

Shares transfers in physical form are registered and returned within a period of 15-20 days from the
date of receipt, in case documents are completed in all respects. The Stakeholders Relationship
Committee meets periodically. The total numbers of shares transferred during the financial year under

review were as belowr

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants, Convertible Bonds, conversion date and its impact on equity: Nil

(l) DISTRIBUTION OF SHARESAS ON 31/03/2025:

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIESACT, 2013 READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

Information as per Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of
employees of the Company can be obtained by an interested shareholder by submitting a written
request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of
the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the
information on employees’ particulars under Section 197 of theAct read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(n) REDRESSAL OF SHAREHOLDERS GRIEVANCE:

The Shareholders of the Company can send their complaints/grievances to either the address of
Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the
Corporate Office of the Company which is following:

Chemo Pharma Laboratories Limited

3rd Floor, Empire House, 214, Dr. D. N. Road, Fort Mumbai-400 001.

You can also post your query to our EmailAddress
i.e. chemopharmalaboratorieslimited@gmail.com

OR

Purva Sharegistry (India) Private Limited

Unit No. 9, Shiv Shakti Ind. Estate,

J. R. Boricha Marg,

Lower Parel (E), Mumbai-400 011.

You can also postyourqueryto EmailAddress i.e. support@purvashare.com

41. POSTALBALLOT:

There were no resolutions passed through Postal Ballot Mode.

42. ANNUALLISTINGFEES:

Pursuant to Regulation 14 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Company has paid the Listing Fees for the period 01/04/2024-31/03/2025.

Further, the Company has paid Annual Custody Fees for the financial year 2024-25 to both the depositories
namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) within the stipulated time.

43. ENHANCINGSHAREHOLDERSVALUE:

Our Company believes that its Members are among its most important stakeholders. Accordingly, our
Company’s operations are committed to the pursuit of achieving high levels of operating performance and
cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource
base and nurturing overall corporate reputation. Our Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the socio-economic and
environmental dimensions and contribute to sustainable growth and development.

44. CAUTIONARY STATEMENT:

Statements in the Board Report and the Management Discussion and Analysis describing the Company’s
objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements’ within the
meaning of applicable securities laws and regulations. Actual results could differ materially from those
expressed in the statement. The Company undertakes no obligation to publicly update or revise any forward
looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned
not to place undue reliance on these forward looking statements that speak only as of their dates.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters as

• there were no transaction on these matter during the years under review

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

• There was no revision in the previous financial statements of the Company.

45. ACKNOWLEDGEMENT:

The Directors of the Company are thankful to the Central and State Government Departments for their
continued guidance and Co-operation. The Directors also gratefully to all valuable stakeholders of the
Company viz. customers, Members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR CHEMO PHARMALABORATORIES LIMITED

Sd/- Sd/-

DATE: 29/05/2025 RUCHITMEHTA UTSAVTRIVEDI

PLACE: MUMBAI Director&CEO Director&CFO

08810586 10720143