STATEMENT OF AFFAIRS OF THE COMPANY:

During the Financial Year 2025-26, the Company
continued to strengthen its position in the
pharmaceutical industry through a focused approach
towards business expansion, operational efficiency
and product portfolio enhancement. The Company
witnessed significant growth in its revenue and
profitability during the year, reflecting the
effectiveness of its business strategies and continued
demand for its products across domestic and
international markets.

The Company remains committed to maintaining high
standards of quality, regulatory compliance and
customer satisfaction. Continuous efforts were
undertaken towards process optimisation,
strengthening distribution networks, enhancing
operational capabilities and expanding market reach.
The Company also continued to invest in technology,
digital initiatives and systems aimed at improving
operational efficiencies and supporting sustainable
growth.

During the year under review, the Company continued
to strengthen its operational framework through
process improvements, adoption of new softwares
and enhancement of internal systems and controls.
The management remained focused on improving
efficiency, supporting the learning curve of its
workforce and strengthening engagement with
customers, employees, business partners and other
stake holders. These initiatives have contributed
towards building a stronger foundation for
sustainable growth and long-term value creation.

STATEMENT OF COMPLIANCE WITH MATERNITY
BENEFIT ACT:

The Directors confirm that the Company has complied
with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. Maternity benefits,
such as paid leave and medical bonuses where
applicable, have been given to eligible women

The Board believes that the Company's strong
fundamentals, diversified product portfolio,
experienced management team and robust
governance framework position it favourably to
capitalise on emerging opportunities in the
pharmaceutical sector. The Company remains focused
on creating long-term value for its stakeholders while
maintaining financial discipline and sustainable
business practices.

There has been no material change in the nature of
business of the Company during the Financial Year
2025-26.

DIVIDEND:

The Board of Directors have recommended a final
dividend of 7% on the paid-up ordinary Equity Shares of
the Company payable to those shareholders of the
Company whose names appear in the Register of
Members as on the Record date.

The Board of Directors has recommended a final
dividend of Rs. 0.70/- (Seventy Paise only) per equity
share of Rs 10/- (Rupee Ten only) each for the year
ended March 31, 2026. The dividend is subject to
approval of shareholders at the ensuing Annual General
Meeting ("AGM").

TRANSFER TO RESERVES:

During the financial year under review, your Company
have not transferred any amount to reserves.

SHARE CAPITAL:

The Details of Equity Share Capital of the Company are
as follows:
employees as per law. The Company has also
informed all employees about their rights related to
maternity. The Company remains committed to
supporting the health and welfare of its women
employees during maternity and ensuring a safe and
inclusive workplace.

PREFERENTIAL ALLOTMENT OF SECURITIES:

During the financial year 2025-26, the Company
undertook a preferential allotment of securities in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“ICDR
Regulations”).

Pursuant thereto, the Company allotted 6,44,360
(Six Lakh Fourty-Four Thousand Three Hundred and
Sixty)Equity Shares of face value Rs. 10/- (Rupees Ten
Only) each, fully paid-up, at an issue price of Rs. 1,250/-
(Rupees Ten Only) per share (including a premium of Rs.
1,240/- (Rupees one thousand two hundred and fourty)
per share), aggregating to Rs. 80,54,50,000/- (Rupees
Eight Crores Fifty-Four Lakhs Fifty Thousand).

The Company also issued and allotted 3,51,600 (Three
Lakh Fifty One Thousand Six Hundred) Convertible
Warrants to non-promoters and 2,00,00 (Two Lakhs)
Convertible Warrants to the Promoter and Promoter
Group on a preferential basis. Each warrant is convertible
into one Equity Share of face value Rs. 10/- (Rupees Ten
Only) each, fully paid-up, within a period of 18 months
from the date of allotment, at an issue price of Rs.

1,250/- (Rupees one thousand two hundred and fifty
only) per warrant (including a premium of Rs. 1240/-
(Rupees one thousand two hundred and forty only) per
warrant), aggregating up to Rs. 43,95,00,000/- (Rupees
Forty Three Crores Ninety Five Lakhs only) to
Non-Promoters and Rs. 25,00,00,000/- (Rupees Twenty
Five Crores) in respect of warrants issued to the
Promoter and Promoter Group respectively.

During the year under review, 1,06,668 (One Lakh Six
Thousand Six Hundred and Sixty-Eight) Equity Shares of
face value Rs. 10/- (Rupees Ten Only) each were allotted
upon conversion of an equivalent number of Convertible
Warrants held by the Promoters, in accordance with the
ICDR Regulations.

MONITORING AGENCY REPORT:

Pursuant to Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has appointed Care Ratings Limited
as Monitoring Agency to monitor the utilization of
proceeds raised from Preferential Issue.

During the financial year under review, the Monitoring
Agency has submitted its report(s) for the quarter ended

December 31, 2026.

The said report(s) have been reviewed by the Audit
Committee and taken on record by the Board of
Directors.

The Company has complied with the requirements of
Regulation 32 and has submitted the report(s) to the
Stock Exchange(s) within the prescribed timelines.

INVESTOR RELATIONS AND SHAREHOLDER
ENGAGEMENT:

During the financial year under review, the Company
actively engaged with investors, analysts, and other
stakeholders through investor meetings, conference
calls, and presentations. The details of such
interactions, including schedules of analyst/institutional
investor meetings and presentations made, were duly
intimated to the Stock Exchanges in compliance with
Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and are
also available on the website of the Company. No
unpublished price sensitive information was shared
during these interactions.

DISCLOSURE RELATING TO EQUITY SHARES
WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with
differential rights during the financial year under review
and information pursuant to provisions of Rule 4(4) of
the Companies (Share Capital and Debenture) Rules,
2014 is not applicable.

DISCLOSURE IN RESPECT OF VOTING RIGHTS
NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of
employees and hence no disclosure under Rule 16(4) of
the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY
SHARES:

The Company has not issued any sweat equity shares
during financial year under review and hence
information pursuant to provisions of Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014
is not applicable.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Companies
Act, 2013 (“the Act”) and the Listing Regulations read
with Ind AS 110-Consolidated Financial Statements, Ind
AS 28-Investments in Associates and Joint Ventures
and IND AS 111-Interests in Joint Ventures, the
consolidated audited financial statement forms part of
this Annual Report.

SUBSIDIARY COMPANY, ASSOCIATE COMPANY,
AND JOINT VENTURE COMPANY:

The Company had incorporated a Wholly Owned
Subsidiary named Fredun Retail Private Limited (“FRPL”)
with the objective of expanding the retail chain operations
of the Company. The consolidated financial statements
presented in this Annual Report include the financial
results of the said subsidiary.

On March 27, 2025, FRPL acquired 100% of the equity
shareholding of One Pet Stop Private Limited.
Subsequently, on December 22, 2025, FRPL
incorporated a wholly owned subsidiary, Wagr Retail
Private Limited, thereby making it a step-down subsidiary
of Fredun Pharmaceuticals Limited. These developments
is in line with the Company's strategic vision to strengthen
its retail and distribution footprint in the pet care
segment.

Copies of the standalone and consolidated financial
statements of Fredun Retail Private Limited, along with
details of its subsidiary, are available on the website of the
Company under the investor section and can be accessed
at: www.fredungroup.com.

Pursuant to first proviso to sub-section (3) of section 129
read with Rule 5 of Companies (Accounts) Rules, 2014,
Form AOC-1 is annexed to this report as “Annexure I”. The
Company has formulated Policy for Determining Material
Subsidiary. The Policy can be accessed on the Company's
website at www.fredungroup.com.

CHANGE IN THE NATURE OF THE BUSINESS:

The Company is primarily engaged in the activities of
Pharma. During the financial year under review, there has
been no change in the nature of the business of your
Company.

COMMODITY PRICE RISKS/FOREIGN EXCHANGE
RISK AND HEDGING ACTIVITIES:

During the financial year under review, the Company does
not possess any commodity price risks and commodity
hedging activities.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

a) DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,
2013 and in terms of the Memorandum and Articles of
Association of the Company; Dr. Mrs. D. N. Medhora,
Whole Time Director (DIN No: 01745277) is liable to retire
by rotation at the ensuing 39th Annual General Meeting
and being eligible, has offered himself for re-appointment.
His re-appointment is being placed for your approval at
the 39th Annual General Meeting.

A brief resume, nature of expertise, details of
directorships held in other Companies, of the Directors
proposed to be appointed/re-appointed, along with his
shareholding in the Company, as stipulated under the
Secretarial Standards and Listing Regulations, is annexed
as an Annexure to the Notice of this AGM.

b) CHANGE IN DIRECTORS

During the year under review, Mr. Nariman Medhora
ceased to be a Director of the Company due to his demise
on June 20, 2025. The Board places on record its
appreciation for his valuable contributions during his
tenure.

Mr. Anshu Agarwal and Ms. Sonal Dharmin Desai were
appointed as Non-Executive Independent Directors of the
Company with effect from July 30, 2025. Further, Ms.
Pooja Sanghavi was appointed as a Non-Executive
Independent Director with effect from November 28,
2025, in accordance with the provisions of the
Companies Act, 2013 and applicable regulations.

c) KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Parag Ashok Goyal
resigned from the position of Company Secretary and
Compliance Officer of the Company, with effect from
November 26, 2025. The Board places on record its
sincere appreciation for the valuable services and
contributions made by her during her tenure.
Subsequently, Ms. Vaishnavi Rajkamal Sahu was
appointed as the Company Secretary and Compliance
Officer of the Company with effect from November 28,
2025, in accordance with the provisions of the

Companies Act, 2013 and applicable regulations.

d) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the
Independent Directors under Section 149(7) of The
Companies Act, 2013 in the first Board Meeting of the
Financial Year 2025-26 held on April 08, 2025; stating
that they meet the criteria of Independence as laid down
under Section 149(6) of the Companies Act, 2013.

During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than the sitting fees.

BOARD AND COMMITTEES OF BOARD:

a) BOARD

The Board of your company comprises of 2 (Two)
Executive Directors, and 4 (Four) Non-Executive
Independent Directors. The Board of Directors met 15
(Fifteen) times during the financial year under the review
as per the provisions of Secretarial Standards,

Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations').

b) COMMITTEES OF THE BOARD

The Committees of the Board viz; Audit Committee,
Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholders'
Relationship Committee and Risk Management
Committee are duly constituted as per the provisions of
Companies Act, 2013 and applicable SEBI Listing
Regulations. Details of composition, terms of reference
and meetings are mentioned in Corporate Governance
section forming part of this Annual Report.

The Company has also constituted functional committees
delegating certain powers of the Board for administrative
efficiency.

All the recommendations made by all Board Committees
were accepted by the Board.

The details of attendance of Directors at the Board
Meeting and Members at the Committee Meetings are
disclosed under Corporate Governance section of Annual
Report.

c) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was convened
during the financial year on May 30, 2025 complying with

the requirements of Schedule IV of the Companies Act,
2013 and the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013
(“the Act”), Directors of your Company confirm that:

i) In the preparation of the annual accounts for the year
ended March 31, 2026 read with requirements set out
under Schedule III to the Act, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

ii) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31, 2026 and its loss for the year ended on
that date;

iii) The Directors have 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;

iv) The Directors have prepared the Annual Accounts for
the financial year ended March 31, 2026 on a going
concern basis;

v) The Directors have laid down internal financial
controls which are followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

vi) 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.

ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to Section 134 (3) (p), Schedule IV of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 and Regulation 17 and 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a formal evaluation needs to be done
by the Board of its own performance and that of its
Committees and individual Directors and that
Independent Directors shall evaluate non- independent

Directors and the Chairperson of the Board.

The Board at its meeting held on April 08, 2025 carried
out the evaluation of every Director's performance, its
own performance and that of its Committees and
Individual Directors. The evaluation of the Independent
Directors was carried out by the entire Board, excluding
the Independent Director being evaluated. Further, the
Independent Directors at their Meeting held on May 30,
2025 evaluated performance of the Chairperson,
non-independent Directors of the Company and the
performance of the Board as a whole.

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

The Nomination & Remuneration Committee at its
meeting held on May 17, 2025 reviewed the
implementation and compliance of the process of
evaluation of performance as specified by the said
Committee.

VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES:

The Company has adopted a Whistle Blower Policy and
has established the necessary vigil mechanism for
Directors and employees in conformity with Section 177
of Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, to report genuine concerns and to
provide for adequate safeguards against victimization
of persons who may use such mechanism.

The functioning process of this mechanism has been
more elaborately mentioned in the Corporate
Governance Report annexed to this Annual Report. The
said policy is also hosted on the website of the
Company at www.fredungroup.com.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions. The Policy can be
accessed on the Company's website at
www.fredungroup.com. During the year under review,
all related party transactions entered into by the
Company, were approved by the Audit Committee and
were at arm's length and in the ordinary course of

business. Prior omnibus approval is obtained for related
party transactions which are of repetitive nature and
entered in the ordinary course of business and on an
arm’s length basis. During the year under review there
were no material related party contracts entered into
by the Company requiring shareholders approval.

There were no materially significant Related Party
Transactions made by the Company during the year
that would fall under the scope of Section 188 of the
Company Act, 2013. Disclosure in Form AOC-2 in terms
of Section 134(3) (h) of The Companies Act, 2013 is
annexed as “Annexure II”.

The policy on materiality of information / documents and
dealing with it has been approved by the Board and the
same is also available on the website of the Company at
www.fredungroup.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the
Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Board of Directors has constituted a Corporate Social
Responsibility (CSR) Committee. The composition, roles,
and responsibilities of the CSR Committee are outlined in
the Corporate Governance Report, which forms part of
this Annual Report.

During the financial year under review, the Company has
spent the requisite 2% of its average net profits of the
previous three financial years, calculated in accordance
with Section 198 of the Companies Act, 2013, on CSR
activities. These activities are in line with the Company’s
CSR Policy and focus on promoting education, healthcare,
environmental sustainability, and other areas as
prescribed under Schedule VII of the Act.

The Company has a Policy on Corporate Social
responsibility (CSR) duly approved by the Board and the
same has been hosted on Company’s website at
www.fredungroup.com.

A detailed report on CSR activities undertaken by the
Company, including the composition of the CSR
Committee, projects approved, amount spent, and the
manner of implementation, as required under Section
135(5) and (6) of the Act, is annexed to this report as
“Annexure III”.

STATUTORY AUDITORS:

M/s. R.H. Nisar & Co.(Chartered Accountant)(Firm
Registration Number: 103659), were appointed as the
Statutory Auditors of the Company in terms of Section
139 of the Companies Act, 2013 for a period of 5 (five)
years commencing from conclusion of 36th Annual
General Meeting upto the conclusion of the 41st Annual
General Meeting of the Company to be held in the year
2028.

The remarks and observations made in the Auditor's
Report of M/s. R.H. Nisar & Co., Chartered Accountants
read together with relevant notes thereon, are
self-explanatory and hence do not call for any comments
as same have since been addressed appropriately.

AUDITORS' REPORT:

The Auditors' Report on Standalone and Consolidated
Financial Statements for the year ended March 31, 2026
forms integral part of this Annual Report

There are no qualifications, reservations or adverse
remarks or disclaimers made M/s. R.H. Nisar & Co.
(Chartered Accountant) in their Report dated May 26,
2026 on the Financial Statements of the Company for
Financial Year 2025-26.

The Statutory Auditors of the Company have not
reported any fraud under Section 143(12) of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment for the time being in
force).

SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT:

Ms. Kala Agarwal, Practicing Company Secretary,
Secretarial Auditor submitted the Secretarial Auditors
Report for the financial ended March 31, 2026 which is
annexed as "Annexure IV” to this report.

In compliance with Regulation 24A of the SEBI Listing
Regulations, the Annual Secretarial Compliance Report
issued by the Secretarial Auditor was submitted to the
Stock Exchanges within the statutory timelines.

The Secretarial Audit Report and the Annual Secretarial
Compliance Report did not contain any qualification,
reservation, adverse remarks or observation.

In compliance with the provisions of the SEBI Listing
Regulations, on the recommendation of the Audit

Committee, the Board of Directors recommended the
appointment of Ms. Kala Agarwal,PracticingCompany
Secretary as the Secretarial Auditor of the Company for a
term of five (5) consecutive years commencing from the
conclusion of 38th AGM till the conclusion of 43rd AGM.

The proposal forms part of the 38th AGM notice.

Ms. Kala Agarwal, Practicing Company Secretary had
confirmed her eligibility and independence and had also
expressed their willingness to accept the appointment
upon approval. Brief profile of the Secretarial Auditors is
available on the website of the Company.

COST AUDITOR AND COST AUDIT REPORT:

Based on the recommendation of Audit Committee, the
Board appointed M/s Joshi Apte & Associates - Cost
Accountants (Firm Registration No. 000240), as the Cost
Auditor to conduct the audit of the Company's cost
records for the financial year ended March 31, 2026. The
Cost Auditor will submit his report for FY 2025-26 by the
due date.

The Cost Audit Report, for FY 2024-25, was filed with the
Central Government. The Company maintains the cost
records in compliance with provisions of Section 148(1) of
the Act.

Based on the recommendation of the Audit Committee,
the Board at its meeting held on May 26, 2026 had
approved the appointment of M/s Joshi Apte &
Associates - Cost Accountants (Firm Registration No.
000240), as the Cost Auditor to conduct the cost audit
for financial year ending March 31, 2026.

In accordance with the provisions of Section 148 of the
Act read with the Companies (Audit and Auditors) Rules,
2014, since the remuneration to the Cost Auditor for
auditing the cost records for FY 2025-26 is required to
be ratified by the members, the Board of Directors
recommends the same for ratification at the ensuing
AGM. The proposal forms part of the 39^th AGM notice.

Brief profile of the Cost Auditors is available on the
website of the Company.

During the year under review, the Statutory, Secretarial
and Cost Auditors did not report any instance of fraud
committed in the Company by its officers or employees
under Section 143(12) of the Act, the details of which need
to be mentioned in the Board's report.

SEGMENT:

The Company operates only in a single segment i.e.
Pharmaceutical Segment.

CORPORATE GOVERNANCE REPORT:

As per Regulation 34(3) read with Schedule V of the
Listing Regulations, your Company has complied with the
requirements of Corporate Governance. A Corporate
Governance Report along with Certificate from Practicing
Company Secretary confirming compliance of corporate
governance for the year ended March 31, 2026 is
provided separately and forms integral part of this
Annual Report.

MANAGEMENT DISCUSSION& ANALYSIS
REPORT:

The Management Discussion and Analysis for the year
under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is provided separately and forms integral part of
this Annual Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3) (a) and
92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return as on March 31, 2026, available on the
Company's website and can be accessed at
www.fredungroup.com.

SECRETARIAL STANDARDS:

The company has complied with all the mandatorily
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India under Section 118(10) of
the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013
disclosure on particulars relating to Loans, Advances,
Guarantees and Investments are provided as part of the
financial statements.

BUSINESS RISK MANAGEMENT:

The Company is exposed to inherent uncertainties
owing to the sector in which it operates. A key factor in
determining the Company's capacity to create
sustainable value is the ability and willingness of the

Company to take risks and manage them effectively
and efficiently. Many types of risks exist in the
Company's operating environment and emerge on a
regular basis due to many factors such as changes in
regulatory framework, economic fundamentals etc. In
order to evaluate, identify and mitigate these business
risks, the Company has a robust Risk Management
framework. This framework seeks to create
transparency, ensure effective risk mitigation process
and thereby minimize adverse impact on the business
objectives and enhance the Company's competitive
advantage. The Business risks as identified are
reviewed and a detailed action plan to mitigate the
identified risks is drawn up and its implementation is
monitored. The key risks and mitigation actions are
placed before the Audit Committee of the Company.

The Company has put into place a risk management
policy that includes a framework for identifying internal
and external risks. The Policy is available on the website
of the Company at www.fredungroup.com

COMPLIANCE WITH PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL),
2013:

The Company is committed to uphold and maintain the
dignity of Women Employees. An Internal Complaints
Committee has been formed to redress and resolve any
complaints arising under the POSH Act for each location
of the Company under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company has a broad and comprehensive
policy in place to deal with any such situation. The Policy
is available on the website of the Company at
www.fredungroup.com.

No case of Sexual harassment was reported to the
Internal Complaints Committee during the year
under review.

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

Your Company has heavily invested into the latest
machineries for both the manufacturing and packing
departments; hence it is imperative to take care of the
internal systems and work culture. The Company is
continuously complying as per the Pollution Regulation
Control Board of Maharashtra.

The Company also conducts in-house energy audits at
regular intervals with proper monitoring and maintenance
of all the machines. Conservation of energy in all the
departments is an on- going process which requires a
proactive compliance. It is a must to have a high
performing and competent Quality Control and Quality
Assurance team which monitors the compliance of all the
regulatory aspects of manufacturing.

Special emphasis is given on improving the
manufacturing processes which will help in reducing
manufacturing time, manpower and electricity
consumption. Additional conveyor belts are installed to
transfer the finished goods from manufacturing
departments to BSR and also from BSR to the container
loading bay. This has helped in reducing time, money and
energy to a great extent. The newly installed automatic
equipment and instruments will give higher output with
less manpower and increase the productivity of the
Company.

The other Integrated Systems with proper data storage
gives consistent performance and lowers the cost of
production. The continuous monitoring is done of existing
compressors, boilers electrical heaters, and pumps etc. for
enhancing energy efficiency.

For the treatment of waste water, your Company has
installed a bigger ETP plant which controls water pollution.
The treated water is used for gardening and a green
environment is well maintained and no waste water is
allowed to run outside the manufacturing unit. The waste
sludge is regularly monitored by MPCB Department.

With a full-fledged R&D Department, your Company has
developed and launched many new molecules like
antihypertensive, antidiabetic, ARVs and even narcotics.
These molecules are either under patent or still not
universally manufactured on a large scale. Continuous
efforts are made to improve the quality of the products in
respect of better bioavailability and stability.

Two new walk-in stability chambers are also installed for
monitoring the stability of the products. Continuous R&D is
going on for established products also to reduce the cost
of manufacturing and improve the quality and stability of
the products. Your Company has also installed fully
automatic purified water generation and distribution
system to cater to newly started ointments, creams and
gels manufacturing Department along with the
Department for manufacturing pellets of various APIs
complying as per cGMP norms.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

As per RBI Guidelines, the Company manages Foreign
Exchange Risk to protect value of exposures. From time to
time the Board reviews the Foreign Exchange Exposure.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the
limits laid down in Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of
the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of
this Report as “Annexure V”

INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY:

Your Company maintains adequate internal control
system and procedures commensurate with its size and nature of
operations. The internal control systems are designed to provide a
reasonable assurance over reliability in financial reporting, ensure
appropriate authorization of transactions, safeguarding the assets of
the Company and prevent misuse/ losses and legal compliances.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the
Regulatory Authorities or the Courts or Tribunals that may
have an impact on the “Going Concern Status” and
Company's Operations in the future.

DETAILS OF FRAUD:

There was no fraud reported by the Auditors of the
Company under Section 143 (12) of the Companies Act,
2013, to the Audit Committee or the Board of Directors
during the year under review.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for
prevention of Insider Trading and Code of Fair Disclosure
of Unpublished Price Sensitive Information to ensure
prevention of Insider Trading in the Organization. The Code
is available on the website of the Company at
www.fredungroup.com.

MATERIAL CHANGES AND COMMITMENTS
OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:

There were no reportable material changes or
commitment, occurred between the end of the Financial
Year and the date of this report, which may have any
effect on the financial position of the Company.

TRAINING AND HUMAN RESOURCE
MANAGEMENT:

Your Company is working strategically to recruit, develop
and utilize people - Our most valuable business
resource. Your Company is actively pursuing policies for
the strategic and well-planned recruitment,
development and utilization of human resources who
can understand and practice the Company's
Management Principles and Activity Guidelines in order
to contribute broadly to society and continue creating
new values.

ACKNOWLEDGEMENT:

The Board places on record its deep sense of appreciation
for the committed services by all the employees of the
Company. The Board would also like to express their deep
gratitude and thank the Central and State Governments
as well as their respective Departments and Development
Authorities connected with the business of the Company,

Effective recruitment, development and the utilization of
globally competitive human resources are the most
important issues for your Company to survive the
current ever-changing business environment and
achieve sustainable growth. Our concern is to ensure
that each of our employees exercise their full potential in
line with the business strategy of their respective
departments.

PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there was no application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

contractors and consultants and also Banks, Financial
Institutions, Debenture Trustees, Shareholders,
Debenture-Holders and Employees of the Company for
their continued support and encouragement and look
forward for the same in future.