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Company Information

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NOVATEOR RESEARCH LABORATORIES LTD.

26 August 2025 | 04:00

Industry >> Personal Care

Select Another Company

ISIN No INE08JY01013 BSE Code / NSE Code 542771 / NOVATEOR Book Value (Rs.) 15.22 Face Value 10.00
Bookclosure 52Week High 58 EPS 0.14 P/E 234.07
Market Cap. 19.12 Cr. 52Week Low 30 P/BV / Div Yield (%) 2.08 / 0.00 Market Lot 3,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the
Standalone Audited Financial Statements, for the Financial Year ended on 31st March, 2024.

FINANCIAL RESULTS:

The Company's financial performance for the year ended on 31st March, 2024 is summarized below:

(In Rs.)

PARTICULARS

STANDALONE - YEAR ENDED

31.03.2024

31.03.2023

I. Net Sales/Income from Operations

12,070,002

12,603,397

II. Other Income

4,855,903

4,898,009

III. Total Revenue (I II)

16,925,905

17,501,406

IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense

1,529,995

14,16,898

V. Finance Cost

285,121

163,983

VI. Depreciation and Amortization Expense

812,276

857,679

VII. Profit Before Tax (IV-V-VI)

462,598

395,236

VIII. Tax Expense:

Less: Current Tax Expense

11,850

Less: Deferred Tax

169,914

16,840

Profit After Tax (VII-VIII)

292,684

366,546

COMPANY’S PERFORMANCE:

STANDALONE FINANCIAL RESULTS:

The Total Income from Operations (net) of the Company for the year under review is ? 12,070,002 as compared to ? 12,603,397 in the
previous year. Profit after tax stood at ? 292,684as compared to Loss after tax of ? 366,546 in the previous year.

DIVIDEND:

For the Financial Year 2023-24, based on the Company's performance, the Board of Directors have not recommended any dividend.
TRANSFER TO RESERVES:

The Company has not transferred any amount in Reserve and Surplus.

BUSINESS DESCRIPTION:

The Company is leading the development of novel personal care products that are intended to provide safe, easy and innovative
approach to the existing traditional personal care solutions. At Novateor Research Facility, we develop products that could provide
significant clinical as well as commercial advantage.

The Proposed new manufacturing facility to be located at Sanand Taluka, Ahmedabad District is well equipped with the state of the
art building structure, machineries and technology. Through the semi-Automation of our manufacturing processes, we will be able to
reduce reliance on manual labors and raw materials wastage.

Company’s current Teeth Whitening products are sold under brand name SmiteShihe. It manufactures three different variants of Teeth
Whitening Strips, Teeth Whitening Toothpaste and brush, Kids Toothpaste and tongue cleaner, Teeth Whitening Gel, Power Brush. Our
products are first of a kind in India in teeth whitening industry with FDCA approval. Our Company intends to expand its business in
cosmetics, various health care pharma products in the near future for which the company will shift its manufacturing operations to
the new premises located at GIDC, Sanand.

Company's Customer base consists of well trained, highly skilled and experienced Dentists as well as Cosmetic Parlors. Dentists and
other end users have found our products to be innovative, user friendly, safe, pocket friendly and very effective results vis-a-vis
traditional teeth whitening products.

CHANGE IN NATURE OF BUSINESS:

During the year, your company has not changed its business or object and continues to be in the same line of business as per main
object of the Company.

THE REGISTERED OFFICE:

The registered office of the company is situated at 1026, Dev Atelier, Opp. Dev Aurum, Anandnagar Cross Road, 100 Feet Ring Road,
Prahladnagar, Ahmedabad- 380015, Gujarat, India.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

> AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ? 7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity
Shares of ? 10/- (Rupees Ten Only) each.

> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

The issued, subscribed and paid-up capital of the Company is ? 4,83,41,700/- (Rupees Four Crore Eighty Three Lakhs Forty One
Thousand Seven Hundred Only) divided into 48,34,170 (Forty Eight Lakhs Thirty Four Thousand One Hundred and Seventy) Equity
Shares of ? 10/- (Rupees Ten Only) each.

The Board of Directors issued 12,18,000 Convertible Share Warrants (hereinafter referred to as “warrants”) carrying an entitlement
to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of
Rs. 28/- each (having premium of Rs. 10/- each) on preferential basis with due approval of Shareholders in the Extra Ordinary
General Meeting held on December 03, 2023.

Material changes and commitment position of the company occurred between the end of financial year to which this Financial
Statement relates and the date of the report:

The Board of Director of the company approved resignation of Ms. Avani Jain as Company Secretary and Compliance officer of the
company w.e.f. the closing hours of 28th August, 2024. In place of her, Appointment of Mr. Nitin Shah as Company Secretary and
Compliance officer of the company w.e.f. 1st September, 2024

The Board of Director of the company approved the resignation of Mr. Anand Rajendra Shah (having DIN: 02104452) and Mr. Chintan
Pankaj Shah (having DIN: 08510947) as a Non-Executive Independent Directors of the company w.e.f. the closing hours of 28th August,
2024.

Appointment of Mr. Imran Zuber Khan (having DIN: 09250831) and Ms. Hiral Nischal Bane (having DIN: 07634177) as an additional Non¬
Executive Director of the company w.e.f. 28th August, 2024 subject to approval of shareholders of the company in the ensuing general
meeting.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of following Directors;

Date of No. of Committee1 No. of
Date of Appointment Total Shares
Name of Director Designation Original at current Director in which in which held as on

Appointment Term & ship ,Direct°r J?irector is Sl^arc^
designation is Member Chairperson 2023

Mr. Navdeep
Subhashbhai Mehta

Managing

Director

1st April,
2011

3rd December,
2023

2

2

14,28,858

Equity

Shares

Mrs. Tejal Navdeep
Mehta

Whole Time
Director &
Woman Director

1st April,
2011

3rd December,
2023

1

5,40,378

Equity

Shares

Mr. Jitin Jaysukh
Doshi

Non-Executive

Director

01st

September,

2022

30th

September,

2022

2

1

1

1,86,000

Equity

Shares

Mr. Bhavya
Himanshu Doshi

Non-Executive

Independent

Director

26th August,
2023

30th

September,

2023

1

1

1

Nil

Mr. Anand
Rajendra Shah

Non-Executive

Independent

Director

1st May, 2019

3rd December,
2023

3

2

1

Nil

Date of
Original
Appointment

Date of
Appointment
at current
Term &
designation

No. of Committee1

No. of

Name of Director

Designation

Director

ship

in which
Director
is Member

in which
Director is
Chairperson

held as on
31stMarch,
2023

Mr. Chintan Pankaj
Shah

Non-Executive

Independent

Director

15th July,
2019

3rd December,
2023

1

2

1

Nil

Mr. Imran Zuber
Khan

Additional Non¬
Executive
Independent
Director

29th August,
2014

In this general
meeting

2

Nil

Mr. Hiral Nischal
Bane

Additional Non¬
Executive
Independent
Director

29th August,
2014

In this general
meeting

1

NIL

1 Committee includes Audit Committee and Stakeholder's Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company &Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted
from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the
Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the
Directors.

None of the Director of the Company is serving as a Whole-Time Director / Managing Director in any Listed Company and is holding
position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as
Director in more than 7 listed entities nor any of the Director of the Company serve as an Independent Director in more than 7 listed
entities.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2)
i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to
discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered
office of the Company.

During the year under review, Board of Directors of the Company met 12 (Twelve) times on 18th April,2023; 30th May,2022; 7th July,
2023; 4th August, 2023; 26th August, 2023; 21st September,2023; 6th October, 2023; 6th November, 2023; 14th November,2023; 15th
December, 2023; 19th January, 2024; 7th March, 2024 and 30th March, 2024.

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were
compiled between two Board Meetings.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given below:

Name of Director

Mr. Navdeep
Subhashbhai
Mehta

Mrs. Tejal
Navdeep Mehta

Mr. Anand
Rajendra
Shah

Mr. Chintan
Pankaj
Shah

Mr. Sindhav
Vipulbhai

Mr. Jitin
Jaysukh
Doshi

Number of Board Meeting
held

12

12

12

12

12

12

Number of Board Meetings
Eligible to attend

12

12

12

12

7

12

Number of Board Meeting
attended

12

2

12

12

7

12

Presence at the previous
AGM of F.Y. 2023-24

Yes

Yes

Yes

Yes

Yes

Yes

GENERAL MEETINGS:

During the year under review, the following General Meeting was held, the details of which are given as under:

Sr. No.

Type of General Meeting

Date of General Meeting

1.

Annual General Meeting

30th September, 2023

2.

Extra Ordinary General Meeting

3rd December, 2023

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013
that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was
held on 30th March, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and
Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website
of the Company at www.novateor.com.

INFORMATION ON DIRECTORATE:

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Jitin Jaysukh Doshi,
Non-Executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered
himself for re-appointment as such and seeks re-appointment. The Nomination and Remuneration Committee and Board of Directors
recommends her re-appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), of the person seeking appointment / re-appointment as Director is annexed to the Notice convening the
13th annual general meeting.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr.Navdeep Subhashbhai Mehta is Managing Director as well as Chief Financial
Officer, as Key Managerial Personnel of the Company. Mrs. Tejal Navdeep Mehta is Whole time director of the company.

Moreover, Ms. Avani Jain was a Company Secretary & Compliance Officer of the Company upto the closing hours of August 28, 2024.
In place of her, Mr. Nitin Shah is appointed as a Company Secretary & Compliance Officer of the Company w.e.f September 01, 2024

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant
to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such
as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings etc.

In addition, the performance of chairman was also evaluated on the key aspects of his role.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be
discussed meaningful and constructive contribution and inputs in meetings etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31st March, 2024; the applicable accounting standards have been followed
and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2024 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are
given hereunder:

A. AUDIT COMMITTEE:

During the year under review, the Audit Committee met 5 (Five) times during the Financial Year 2023-24, on 18th April,2023; 30th
May,2023; 26th August, 2023; 14th November,2023 and 30th March , 2024.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of the

Category

Designation

Number of meetings during the Financial Year 2023-24

Directors

Held

Eligible to attend

Attended

Mr. Chintan Pankaj
Shah

Non-Executive
Independent Director

Chairperson

5

5

5

Mr. Anand Rajendra
Shah

Non-Executive
Independent Director

Member

5

5

5

Mr. Navdeep
Subhashbhai Mehta

Managing Director &
CFO

Member

5

5

5

The Statutory Auditors and Chief Financial Officer of the Company are invited in the meeting of the Committee wherever requires.
Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to
report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide
for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access
to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.novateor.com.

B. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer
/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders
Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from
the shareholders of the Company.The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.
During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz on 18th April,2023; 26th August, 2023; 14th
November,2023 and 30th March , 2024..The composition of the Committee and the details of meetings attended by its members are
given below:

Name of the

Category

Designation

Number of meetings during the Financial Year 2023-24

Directors

Held

Eligible to attend

Attended

Mr. Anand Rajendra
Shah

Non-Executive
Independent Director

Chairperson

4

4

4

Mr. Chintan Pankaj
Shah

Non-Executive
Independent Director

Member

4

4

4

Mr. Navdeep
Subhashbhai Mehta

Managing Director &
CFO

Member

4

4

4

During the year under review, the Company had not received any complaint from the Shareholder during F.Y. 2022-23.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed terms
of reference of the Committee is as per Section 178 of the Companies Act, 2013.

During the year under review; Nomination and Remuneration Committee met 6 (Six) times viz on 18th April,2023; 7th July, 2023; 26th
August, 2023; 6th October, 2023; 6th November, 2023 and 30th March, 2024.The composition of the Committee and the details of
meetings attended by its members are given below:

Name of the

Category

Designation

Number of meetings during the Financial Year 2023-24

Directors

Held

Eligible to attend

Attended

Mr. Anand Rajendra
Shah

Non-Executive
Independent Director

Chairperson

6

6

6

Mr. Chintan Pankaj
Shah

Non-Executive
Independent Director

Member

6

6

6

Mr. Bhavya

Non-Executive

Member

6

5

5

Himanshu Doshi

Independent Director

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to
attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent
with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at
www.novateor.com and is annexed to this Report as
Annexure - A.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Financial Statement.
PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision
of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the
Company's website and can be accessed at https://www.novateor.com/annual_report.php

SUBSIDIARIES OF THE COMPANY:

Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company
is also not applicable to the Company for the financial year 2023-24.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-24, there was no materially significant related party transaction undertaken by the Company under
Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that
may have potential conflict with the interest of the Company. Disclosure on related party transactions is set out in financial
statements. These transactions are at Arm's length and in routine course of business.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as
Annexure - B.

The statement containing names of top 10 employees in terms of remuneration drawn and the particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being
sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of
Financial Year of the Company i.e. 31st March, 2024 to the date of this Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and
the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment
Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and
guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we
are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report
as
Annexure -C.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2)
issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk
mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions
to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being
carried out to identify evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss
from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal
audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has
put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly
reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust
of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our
Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value
and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as
specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not
applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed
for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
are not applicable to your Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conduct
prohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and Connected
Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct
is available at the Company's website at www.alfaica.com under investor segment.

STATUTORY AUDITOR AND THEIR REPORT:

The Company in its Board Meeting held on 30th March, 2024 appointed M/S H K Shah and Co (Firm Registration No. 109583W), Chartered
Accountants, Ahmedabad as Statutory Auditor of the company, to fill the causal vacancy of resignation of M/S V J Maru and Associates
(Firm Registration No. 0134788W), Chartered Accountants. The appointed Statutory Auditor has hold office from the board meeting
held on 30th March, 2024 to the Extra Ordinary General Meeting held on July 20, 2024 subject to Re-appointment from the conclusion
of 13th(Thirtieth) Annual General Meeting of the Company, till the conclusion of the 18th (Eighteenth) Annual General Meeting of the
company. However, his terms of appointment and remuneration shall be ratified by the members of the Company in this AGM.

The Notes to the Standalone Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for
any comments under Section 134 of the Companies Act 2013.

The Auditors' Report does not contain any qualification reservation or adverse remark. The Auditors' Report is enclosed with the
financial statements in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the
performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as
Annexure - D.

INTERNAL AUDITOR AND HIS REPORT:

The Company has appointed M/s. N. C. Vasa & Co.(FRN: 125841W), Chartered Accountants, Ahmedabad, to conduct the internal audit
of the Company for the Financial Year 2022-23, as required under Section 138 of the Companies Act, 2013 and Rules thereunder. Board
of Directors taken note of recommendation of him and implement the same.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed Mr. Mehul Raval, Practicing Company Secretaries, to conduct the secretarial audit of the Company for
the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for the Financial Year 2023-24 is annexed to this report as an
Annexure - E.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a
functional website namely “www.novateor.com” containing basic information about the Company. The website of the Company is
containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who
are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or proceeding in the name of the company under the Insolvency and
Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM
BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there were no one time settlement of loan taken banks and financial Institutions.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and
Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company's operations in future.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on
record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business
partners and other stakeholders.