Your Directors are pleased to present the 13^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, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 is
summarized as below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs. 85482.18 Lakhs compared to the total revenue of Rs.
406.17 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial
Year 2024-25 of Rs. 1002.93 Lakhs as compared to Profit before tax of Rs. 7.36 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 751.93 Lakhs as against Net Profit
after tax of Rs. 5.31 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, IF ANY

During the year under review, the company has changed its segment from Pharmaceuticals Trading to
Trading in Agriculture activities.

4. SHARE CAPITAL:

A. Authorised share capital:

During the year under review, The Company has increased the Authorised Share Capital from
the existing Rs. 1.40,00,00,000/ - (Rupees One Hundred and Forty Crores Only) divided into

70.00. 00.000 (Seventy Crores) Equity Shares of Rs. 2.00/- (Rupees Two Only) each to Rs.

1.90.00. 00.000/- (Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000
(Ninety-Five Crores) Equity Shares of Rs. 2.00/- (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 10^th January, 2025.

After the Clouser of Financial Year, The Company has approved Split/ Sub-division of Equity
Shares of the Company from face value of Rs. 2.00/- (Rupees Two Only) each to face value of Re.
1.00/- (Rupee One Only) each through the Postal Ballot Commence on 30^th April, 2025 and
ended on 29^th May, 2025

The authorized share capital of the Company as on 31^st March, 2025 is 1,90,00,00,000/-
(Rupees One Hundred and Ninety Crores Only) divided into 95,00,00,000 (Ninety-Five Crores)
Equity Shares of Rs. 2.00/- (Rupees Two Only)

B. Paid-up share capital:

During the year the Company has allotted 44,99,99,998 (Forty-Four Crores Ninety-Nine Lakhs
Ninety-Nine Thousand Nine Hundred and Ninety-Eight) Equity shares pursuant to conversion
of warrants into Equity shares on Preferential basis having face value of Rs. 2.00/- (Rupees Two
Only) each, at an issue price of Rs. 2.02/- (Rupees Two and Twenty Paisa Only) per share
(including Premium of Rs. 0.20/- {Rupee Twenty Paisa Only} per share) in the Board Meeting
held on 24^th August, 2024.

During the year the Rights Issue Committee of Directors of the Company has allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) Equity shares on Right basis having face value of Rs. 2.00/- (Rupees Two Only)
each, at an issue price of Rs. 2.00/- (Rupees Two Only) per share in their Meeting held on 17th
January, 2025.

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 1,85,89,64,310/-
(Rupees One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten Only) divided into 1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-
nine Lakhs Sixty-four Thousand Three Hundred and Ten) divided into 92,94,82,155 (Ninety-
Two Crores Ninety Four Lakhs Eighty Two Thousand One Hundred and Fifty Five ) Equity
Shares of Rs. 2.00/- (Rupees Two Only)

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten)
existing fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot
Commence on 24^th June, 2025 and ended on 23^rd July, 2025

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. 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.

7. TRANSFER TO OTHER EQUITY:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

8. WEBLINK ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company's website at www.earumpharma.com.

9. 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:

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of
Rs. 2.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General Meeting held on 30^th
May, 2025, and Stock exchange has approved on 11^th June, 2025 and Trading of Equity Shares has
been resumed w.e.f. 11^th June, 2025. Consequently, altered the Authorised Share Capital and Paid-up
Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 1,90,00,00,000/- (Rupees One Hundred and
Ninety Crores Only) divided into 1,90,00,00,000 (One Hundred and Ninety Crores) Equity Shares of
Rs. 1.00/- (Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-
Five Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only) divided into
1,85,89,64,310 (One Hundred Eighty-Five Crores Eighty-nine Lakhs Sixty-four Thousand Three
Hundred and Ten) equity shares of Re. 1.00/- (Rupee One Only) each.

• Allotment of Equity Shares on Preferential basis:

During the year, on 24^th August, 2025, the company, vide its Board Meeting, had allotted
44,99,99,998 (Forty-four Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and Ninety-
eight) fully paid-up equity shares of face value Rs. 2 (Rupees Two Only) each per equity share, at a
price of Rs. 2.20/- (Rupees Two and Twenty Paisa Only) per equity share (at Premium), aggregating
to Rs. 98,99,99,996 (Ninety-eight Crore Ninety-nine Lakhs Ninety-nine Thousand Nine Hundred and
Ninety-six Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs. 49,42,23,236
(Forty-nine Crores Forty-two Lakhs Twenty-three Thousand Two Hundred and Thirty-six Only) to
Rs. 1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three
Thousand Two Hundred and Thirty-two Only).

• Allotment of Equity shares on Rights basis:

During the year, on 17^th January, 2025, the company, vide its Board Meeting, had allotted
23,23,70,539 (Twenty-three Crores Twenty-three Lakhs Seventy Thousand Five Hundred and
Thirty-nine) fully paid-up equity shares of face value Rs. 2.00/- (Rupees Two Only) each per equity
share, at a price of Rs. 2.00/- (Rupees Two Only) per equity share (at Par), aggregating to Rs.
46,47,41,078 (Forty-six Crores Forty-seven Lakhs Forty-one Thousand and Seventy-eight Only).

Consequently, the paid-up equity share capital of the Company had increased from Rs.
1,39,42,23,232/- (Rupees One Hundred Thirty-nine Crores Forty-two Lakhs Twenty-three Thousand
Two Hundred and Thirty-two Only) to Rs. 1,85,89,64,310/- (Rupees One Hundred Eighty-Five
Crores Eighty-nine Lakhs Sixty-four Thousand Three Hundred and Ten Only).

• Allotment of Equity shares on Bonus basis

After the Clouser of Financial Year, Company has Issue of bonus shares in the ratio of 1:10 i.e.,
1(One) new fully paid-up equity share of ^ 1/- (Rupee One Only) each for every 10 (Ten) existing
fully paid-up equity share of ^ 1/- (Rupee One Only) each through the Postal Ballot Commence on
24^th June, 2025 and ended on 23^rd July, 2025

10. 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.

11. 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 20 (Twenty) times viz. 4^th April, 2024, 29^th
May, 2024, 30^th May, 2024, 29^th June, 2024, 5^th July, 2024, 8^th July, 2024, 19^th July, 2024, 12^th August, 2024,
13^th August, 2024, 24^th August, 2024, 7^th September, 2024, 15^th October, 2024, 9^th November, 2024, 14^th
November, 2024, 13^th December, 2024, 20^th December, 2024, 17^th January, 2025, 28^th January, 2025, 13^th
February, 2025, 29^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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, 2025 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, 2025.

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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the Company is covered under the criteria of the provision of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and
therefore it is mandatory to comply with the same.

The Company has formed the CSR Committee as per the Section 135 of the Companies Act, 2013. On
recommendation of CSR Committee, the Board of Directors of the Company has approved the CSR Policy
which is available on the website of the Company i.e. www.earumpharma.com.

14. STATUTORY AUDITOR AND AUDITOR'S REPORT:

The Members of the Company at the Extra-ordinary General Meeting held on 10^th January, 2025,
approved the appointment of M/s. Parin Patwari & Co., Chartered Accountants (FRN: 154571W) as the
Statutory Auditors of the Company for the Financial Year 2024-25. The report issued by Statutory
Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks.

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

i. Auditor's Report:

The statutory Auditor of the Company has included the following qualifications in their Audit
Report for the Financial Year 2024-2025:

1. The company has unsecured loans amounting to ^21,275.11 Lacs. Management has not
charged interest on these loans, and relevant agreements along with cross-confirmations are
not available. In the absence of valid agreements and necessary confirmations, the accuracy of
the balances and their interest-free status could not be verified, potentially impacting the fair
presentation of liabilities and interest expenses.

The unsecured loans amounting to Rs. 21,275.11 Lakhs have been availed purely for meeting
the business and operational requirements of the Company. These borrowings have been
extended by related parties/associates for supporting the overall business activities without
any expectation of interest. Hence, the nature of these loans is interest-free and no interest
has been charged or accrued in the books of accounts.

It may further be noted that the Company has neither incurred any obligation to pay interest
nor entered into any arrangement for such payments in respect of these loans. The
management has ensured that the classification and presentation of these borrowings under
unsecured loans is accurate and in accordance with the applicable accounting standards and
statutory requirements.

The relevant agreements and supporting documents with respect to these loans have already
been compiled and forwarded to our Chartered Accountant for their verification, review, and
record-keeping purposes. This step has been taken to ensure transparency and compliance in
the reporting of these liabilities.

Accordingly, the balances reflected in the financial statements are correct, and the interest-
free status of these unsecured loans stands duly substantiated. The Company is committed to
maintaining proper documentation and ensuring that all such transactions are fairly
presented in the books of accounts.

2. Balance of GST Credit Payable ^236.64 Lacs pending for GST reconciliation. Reconciliation
with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit
and the liability towards the government.

Reply:

With respect to the observation regarding the balance of GST credit payable of Rs. 236.64
Lakhs, we would like to clarify that at the time of audit review, the reconciliation process with
the GST online portal was under progress. Consequently, certain differences were appearing
temporarily between the books of accounts and the portal figures.

Subsequently, a detailed reconciliation exercise has been carried out, covering all relevant
input credits, outward liabilities, and adjustments. After completing this process, we confirm
that the GST credit balances as per the company's books are now fully aligned with the
balances reflected on the GST portal.

Hence, there is no mismatch in the records, and the company's claim of GST input credit as
well as the liability towards the Government stands true and fairly presented in the financial
statements.

3. The company has trade payables amounting to ^19502.20 Lacs; however, the bifurcation of
Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Non¬
disclosure of MSME classification contravenes the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006, impacting regulatory compliance and financial
transparency.

Reply:

With reference to the observation regarding trade payables amounting to Rs. 19502.20 Lakhs
and the bifurcation of creditors under the Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006, we wish to clarify that at the time of audit, the classification details from
the respective vendors were not fully available. Since the confirmation of MSME status is
dependent on declarations and registrations furnished by suppliers, there was a delay in
obtaining the same from certain parties.

The management has already initiated the process of collecting the necessary MSME
declarations/registrations from all vendors to ensure proper classification between MSME
and non-MSME creditors. Once such details are fully received and verified, the same will be
appropriately disclosed in the financial statements in compliance with the provisions of the

MSMED Act, 2006.

We further confirm that the Company is committed to full regulatory compliance and financial
transparency. The matter is being given due priority, and future disclosures will contain the
requisite bifurcation of trade payables into MSME and non-MSME categories in accordance
with statutory requirements.

4. Advances to suppliers of ^6775.68 Lacs remain unconfirmed. Absence of confirmations from
these suppliers affects the reliability of liabilities disclosed in the financial statements.

Reply:

With reference to the observation regarding advances to suppliers amounting to Rs. 6775.68
Lakhs, we would like to clarify that at the time of audit, the process of obtaining balance
confirmations and execution of formal agreements with certain suppliers was pending. As a
result, confirmations could not be obtained and submitted during the audit review.

However, the advances have been made in the normal course of business towards
procurement of goods and services, and the same are duly supported by underlying
transactions, purchase orders, and other documentary evidence available with the Company.
The management is in continuous follow-up with the concerned suppliers to obtain written
confirmations and agreements to ensure completeness of records.

We further confirm that these advances are genuine business transactions, appropriately
recorded in the books of accounts, and there is no misstatement in the liabilities disclosed in
the financial statements. The Company is committed to strengthening its documentation
process and ensuring that all supplier confirmations are obtained on a timely basis in future.

5. A loan/advances amounting to ^28,367.23 Lacs remains unconfirmed to certain parties. The
absence of loan confirmations impacts the reliability of Advances/ Receivables and financial
disclosures.

Reply:

With reference to the observation regarding loans/advances amounting to Rs. 28,367.23
Lakhs remaining unconfirmed, we would like to clarify that at the time of audit, the process of
obtaining confirmations from certain parties was still pending. Due to this, the confirmations
could not be presented during the course of audit.

However, we confirm that these loans/advances have been granted in the ordinary course of
business and are duly supported by the underlying records, agreements, and relevant
documentation available with the Company. The balances have been correctly recorded in the
books of accounts, and there is no misstatement in their presentation.

The management is in regular follow-up with the concerned parties to obtain written
confirmations in order to further strengthen the documentation and compliance process. We
assure that necessary steps are being taken to ensure timely confirmations in the future,
thereby enhancing the reliability of financial disclosures.

6. We are in receipt of certain sales invoices; however, they are not supported with E-Way bills,
Delivery Challans, or Transportation details. In the absence of these critical documents, we
are unable to verify the genuineness of the transactions.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company's end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

7. With respect to purchases, the company has not provided Goods Inward Reports. Further, the
company does not own or lease any godown facilities, raising concerns over the storage of
inventory. Management claims that the goods are traded directly from suppliers to customers
without being held in the company's possession; however, in the absence of evidence, we are
unable to verify this assertion.

Reply:

The Company is engaged purely in trading activities wherein goods are directly supplied by
our suppliers to the customers. Accordingly, the Company does not maintain any stock in
hand nor require ownership/lease of any godown or warehouse facilities. This business
model is based on "direct dispatch" from supplier to customer, which eliminates the need for
physical storage of inventory by the Company.

Further, contrary to the observation, the Company has already provided to the auditors all
available supporting documents such as sales invoices, purchase invoices, and delivery notes
evidencing the movement of goods. Since the transactions are on a direct-trading basis,
separate Goods Inward Reports are not generated at the Company's end.

We reiterate that all trading transactions are genuine and duly supported by invoices and
delivery documentation. The management remains committed to providing any additional
supporting papers, wherever required, to substantiate the nature of operations and to ensure
complete transparency in reporting.

Secretarial Auditor's Report:

1. The Company has not provided us with the proof of Publication of Newspaper Advertisement
published for the Financials for the quarter ended 30^th September, 2024:

Reply:

The Board clarifies that the newspaper advertisements for the mentioned financial periods
were duly published. However, during cross-verification with the auditors, the copies were
inadvertently misplaced. Efforts are underway to retrieve the archived copies from the
publishers for record submission.

The Company is making efforts to retrieve the archived copies from the respective publication
Houses and will submit them for record as soon as they are available.

2. The Status of the Company shows as SDD-non compliant on the BSE Portal. Further the
company has not provided us with the records pertaining to the requirements of the
Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015:

Reply:

The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve
the said technical matter, and necessary steps are being taken to rectify the status at the
earliest

3. In absence of management representation and other supporting; we do not comment whether
the company accepted any deposits within the meaning of section 73 to 76 or any other
relevant provisions of the Companies Act, 2013.

The Company has not accepted any deposits within the meaning of Section 73 to 76 of the
Companies Act, 2013, or any other relevant provisions thereof. All funds reflected in the books
pertain either to unsecured loans from directors, shareholders, or related parties, or trade
advances in the normal course of business. Necessary management representations and
supporting documents are available for verification.

4. According to the information and explanations given by the management, the Company does
not have an internal audit system commensurate with the size and nature of its business. No
reports of Internal Auditors for the period under audit were available for our consideration.

16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES
PROVIDED 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.

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

During the year under review, all the Related Party Transactions were entered at arm's length basis and
in the ordinary course of business and were in compliance with the applicable provisions of the Act and
the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing
Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the
shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with
Regulation 23 of the Listing Regulations, which is available on the website of the Company at
www.earumpharma.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee
undertakes quarterly review of related party transactions entered into by the Company with its related
parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee
has granted omnibus approval in respect of transactions which are repetitive in nature, which may or
may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview
of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in
prescribed format with the Stock Exchanges.

18. 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.

19. RESERVES & SURPLUS:

20. 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.

There were no foreign exchange earnings or outgo during the year under review.

21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY AND IOINT
VENTURES:

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

22. 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.

23. 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:

• 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;

• 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.

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

a) 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.

b) 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.

25. 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 2024-25.

26. 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.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

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

¹ Ms. Sangita Rajpurohit was appointed as a Company Secretary and Compliance Officer of the company w.e.f. 4^th April, 2024 and had resigned w.e.f. 4^th
April, 2025.

² Mr. Manthan Rameshbhai Tilva had resigned as a Managing Director of the Company w.e.f. 9^ch November, 2024

³ Mr Nitinkumar Ashokkumar Tomar was appointed as a Managing Director cum chairperson of the company w.e.f. 9^ch November, 2024 and has changed
his designation to Non-executive Non-Independent Director cum chairperson of the Company w.e.f. 29^th March, 2025.

⁴ Mr. Sanket Ladani had resigned as Non- Executive Non-Independent Director of the company w.e.f. 18^th December,2024.

⁵ Mr. Krunal Desai was appointed as Additional Non-executive Non-Independent Director of the company w.e.f. 20^th December, 2024 and regularized as
Non-executive Non-Independent Director of the company w.e.f. 10^th January, 2025.

⁶ Mr Akshay Talshibhai Sanepara was regularized as Non-Executive Independent Director of the Company w.e.f. 24^th April, 2024 and had resigned w.e.f.
20^th March, 2025.

⁷. Mr. Vaghasiya BrijeshkumarMathurbhai was appointed Chief Financial Officer w.e.f. 24^thApril, 2024 and had resigned w.e.f. 20^th March, 2025.

⁸ Ms. Khyati Kanaiyalal Patel was regularized as Non-Executive Independent Director w.e.f. 24^th April, 2024 and had resigned as Non-Executive
Independent Director of the Company w.e.f. 1^st April, 2025

⁹ Ms. Vaishaliben Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹⁰ Mr. Ankit Patel was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹¹ Mr Mayur Sureshkumar Vyas was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 29^th March, 2025.

¹² Mr Chinmay Shrikant Pradhan was appointed as a Managing Director of the Company w.e.f. 29^th March, 2025.

¹³ Mr. Vinod Rajabhai Bhadarka had resigned as Non-Executive Independent Director of the company w.e.f. 20^th March, 2025.

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 2024-25 and till the date of Board's Report.

The following change took place from the end of the financial year till the date of this report in the Key
managerial Personnel (KMP) of the Company:

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

28. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Ankit Patel, Mr. Mayur Sureshkumar Vyas, Ms. Vaishaliben Patel, 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 meet 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.

29. 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 - II.

30. 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.

31. 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.

In a separate meeting of Independent Directors i.e. held on Thursday, 7^th September, 2024 the
performances of Executive and Non-Executive Directors were evaluated in terms of their contribution
towards the growth and development of the Company. The achievements of the targeted goals and the
achievements of the Expansion plans were too observed and evaluated, the outcome of which was
satisfactory for all the Directors of the Company.

32. 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,
and provides the Company's current working and future outlook as per Annexure I to this Report.

33. 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 M/s.
Jay Pandya & Associates, Practicing Company Secretaries, Ahmedabad (FRN: S2024GJ953300) as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure III in Form
MR-3. The report of the Secretarial auditor has not made any adverse remark in their Audit Report
except:

34. DISCLOSURES:

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 30^th May, 2024, 13^th August, 2024, 15^th October, 2024, 14^th November, 2024, 13^th December, 2024, 20^th
December, 2024, 17^th January, 2025, 28^th January, 2025, 20^th March, 2025 and 29^th March, 2025 and the
attendance records of the members of the Committee are as follows:

1. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of the audit Committee w.e.f. 18^th December, 2024 and resigned w.e.f.
20^th December, 2024.He was again appointed as member of the audit Committee w.e.f. 20^th March, 2025 and resigned again w.e.f. 29th
March, 2025.

2. Mr. Krunal Desai was appointed as member of audit committee w.ef. 12^th December, 2024 and resigned w.e.f. 29^th March, 2025.

3. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

4. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

5. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

6. Ms. Khyati Kanaiyalal Patel had resigned as Chairperson of audit committee w.ef 1^st April, 2025

7. Mr. Sanket Ladani had resigned as Member of audit committee w.e.f. 18^th December, 2024

8. Mr. Vinod Rajabhai Badharka had resigned as Member of audit committee w.ef 20^th March, 2025

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 , 4^th
April, 2024, 9^th November, 2024, 13^th December, 2024, 20^th December, 2024, 20^th March, 2025, 29^th
March, 2025 the attendance records of the members of the Committee are as follows:

1. Mr. Vinod Rajabhai Bhadarka was appointed as member of Committee w.e.f. 15^th March, 2024 and resigned w.e.f. 20^th March, 2025

2. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of Committee w.e.f. 20th March, 2025 and resigned w.ef 29^th March,

2025

3. Mr. Akshay Talshibhai Sanepara was appointed as member of committee w.e.f. 18^th December, 2024 and resigned w.ef 20^th
December, 2024

4. Mr. Krunal Desai was appointed as member of committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025.

5. Mr. Sanket Ladani had resigned as member of committee w.e.f. 18^th December, 2024

6. Mr. Khyati Kanaiyalal Patel had resigned as Member of committee w.e.f 1^st April, 2025

7. Ms. Vaishaliben Patel was appointed as Chairperson of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as member of audit committee w.e.f. 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.ef 29^th March, 2025

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as

tabulated below, was held on, 7^th September, 2024 20^th December, 2024 and 20^th March, 2025 and the
attendance records of the members of the Committee are as follows:

1. Mr. Sanket Ladani had resigned as chairperson of the committee w.e.f. 18^th December, 2024.

2. Mr. Akshay Talshibhai Sanepara was appointed as chairperson of the committee w.e.f. 18^th December, 2024 and resigned w.e.f. 20^th
December, 2024

3. Mr. Krunal Desai was appointed as chairperson of the committee w.ef. 20^th December, 2024 and resigned w.e.f. 29^th March, 2025

4. Mr. Vinod Rajabhai Bhadarka had resigned w.ef. 20^th March, 2025

5. Mr. Nitinkumar Ashokkumar Tomar was appointed as member of committee w.ef 20^th March, 2024 and resigned w.e.f. 29^th March,
2025

6. Ms. Khya ti Kanaiyalal Patel had resigned as Mem ber of the comm i ttee w. e.f. 1^st Ap ril, 2025

7. Ms. Vaishaliben Patel was appointed as member of audit committee w.e.f. 29^th March, 2025.

8. Mr. Ankit Patel was appointed as chairperson of audit committee w.ef 29^th March, 2025

9. Mr. Mayur Sureshkumar Vyas was appointed as member of audit committee w.e.f. 29^th March, 2025

35. 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.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during
the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

36. 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

37. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company
has established connectivity with both the Depositories i.e., National Securities Depository Limited
("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number
allotted to the Company is ISIN: INE060601031. Presently shares are held in electronic and physical
mode.

38. 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.

39. POLICY ON DIRECTOR'S 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

40. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

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. 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

Block-B, Office No. 702, Dev Auram, Murae Organisor Limited

Anandnagar Char Rasta, Jodhpur (Formerly known as Earum Pharmaceuticals Limited)

Char Rasta, Ahmedabad, Gujarat,

India - 380 015

Sd/- Sd/-

Nitinkumar Ashokkumar Tomar Chinmay Shrikant Pradhan
Place: Ahmedabad Director Managing Director

Date: 8^th February, 2025 DIN: 10820263 DIN: 10753724