DIRECTORS’ REPORT

To,

The Members,

The Board of Directors is pleased to present herewith the 30th Annual Report of your Company together with the
Audited financial statements for the year ended 31st March, 2023. The Management Discussion and Analysis has been
annexed to the Directors Report.

FINANCIAL RESULTS

The highlights of financial results of the company are as follows: -

During the year under review, operating revenues stood at Rs. 15,932.72 lacs in FY23 compared to Rs. 13,273.46 lacs
in FY22. EBITDA margins increased to 25.93% in FY23 against 17.32% in FY22. Out of the total operating revenues,
the Male Condoms contributed about 75% in value terms as against 16% for the Female Condoms and Water Based
Lubricant Jelly contributed 9%.

At the net profit level, we closed this financial year with a net profit of Rs. 3,158.28 lacs as against Rs. 1,727.94 lacs in
the previous year.

DIVIDEND

Your Board of Directors’ had declared 1st interim dividend of Rs. 2 (i. e. 20%) per equity share at their meeting held on
14th November, 2022. Further, Board also recommended final dividend of Rs. 3.00 (i.e. 30%) per equity share for FY
2022-23 at their meeting held on 27th May, 2023 which is subject to approval of shareholders in the ensuing AGM.
Hence, during the year, the Company will pay a total dividend of Rs. 5.00 (i.e. 50%) per equity share if the final dividend
will approve by shareholders.

RESERVES

The whole of profit after tax has been transferred to Profit & Loss account. Interim Dividend is paid and Final Dividend
provision is adjusted in the Profit & Loss account. There is no other amount that has been proposed to be carried to any
other reserves.

CHANGE IN NATURE OF BUSINESS

The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic Devices
(IVD). There is no any change in the business carried on by the company during the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2023 is Rs. 1,333.80 Lac (Thirteen Crores Thirty Three Lacs and
Eighty Thousand Only). During the year under review, the Company has not issued shares with differential voting
rights. Company has granted 2,09,500 stock options under Cupid Limited Employee Stock Option Plan - 2022 (Cupid
Limited ESOP - 2022) during the year. As on 31st March 2023, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 and
the Indian Accounting Standard (IND AS). The financial statements have been prepared on historical cost basis. The
estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and
fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and
Cash Flows for the year ended 31st March, 2023. There is no audit qualification in financial statements by the statutory
auditors for the year under review.

LOANS, GUARANTEES & INVESTMENTS

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

DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any contracts or arrangements with related parties
referred to in Section 188 of the Companies Act, 2013 and providing the information in the prescribed Form AOC-2 are
not applicable to the Company. There are no transactions with related parties except those indicated in notes to
accounts.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict
confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for
a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

The Whistle Blower Policy has been posted on website of the Company at below link: -

https://www.cupidlimited.com/wp-content/uploads/2020/07/05_002_CG_Whistlerblower.pdf

DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME

Pursuant to the resolutions passed by members of the Company at the Annual General Meeting held on 28th
September, 2022, your Board of Directors report that during the period under review the ‘Cupid Limited - Employee
Stock Option Scheme 2022’ has been implemented and the Board has been authorised to create, issue, offer, grant
and allot / allocate 2,50,000 stock options (“the Stock Options”) to the eligible employees of the company.

The Employee Stock Options (“ESOPs”) granted to the employees of the Company currently operate under the Cupid
Limited - Employee Stock Option Scheme 2022 (ESOP - 2022).

The aforesaid Scheme complied with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI (SBEB&SE) Regulations, 2021”), to the extent applicable.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and
monitors the Scheme in accordance with the SEBI (SBEB&SE) Regulations, 2021.

During the year, the Company granted ESOPs to the eligible employees of the Company, in accordance with the
respective Scheme and as approved by the Nomination and Remuneration Committee.

The details of the ESOPs granted and outstanding as on March 31,2023 along with other particulars as required by
Regulation 14 of the SEBI (SBEB&SE) Regulations, 2021 is available on the website of the Company at
https://www.cupidlimited.com/wp-content/uploads/2023/08/ESOP-Disclosure.pdf

The certificate from the Secretarial Auditor, as required under Regulation 13 of the SEBI (SBEB&SE) Regulations
2021, stating that the ESOP Scheme have been implemented in accordance with the SEBI (SBEB&SE) Regulations,
2021 would be available for inspection by the Members during the Annual General Meeting (“AGM”).

RISK MANAGEMENT

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk
management process designed to identify the key risks facing business. During the year a risk analysis and
assessment was conducted and no major risks were noticed.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and other Committees. The same is found to be satisfactory.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to them, which inter alia explains the role,
function, duties and responsibilities expected of them as a Director of the Company. The Director is also explained in
detail the Compliance required from him under the Companies Act, 2013, Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation
taken with respect to the same.

Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its
products, business and the on-going events relating to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.
Veena Garg, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and
being eligible offers herself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The following are the Key Managerial Personnel of the company:

Mr. Omprakash Garg: - Chairman and Managing Director

Mr. Saurabh V. Karmase: - Company Secretary and Compliance Officer

Mr. Narendra M. Joshi: - Chief Financial Officer
MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral
part of this Report.

BOARD MEETINGS

During the year under review, the Company has conducted 4 Board Meetings on the following dates: 30th May, 2022;
9th August, 2022; 14th November, 2022 and 30th January, 2023. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the company
at 29th Annual General Meeting which was held on 28th September, 2022 to hold the office as Statutory Auditor from
the conclusion of 29th Annual General Meeting till conclusion of 34th Annual General Meeting of the company.

SECRETARIAL AUDIT

As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report as obtained from Mr. Shailesh
Kachalia, Practising Company Secretary is annexed as “annexure 1” and forms part of the Board Report.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There are no qualifications contained in the Auditors Report and Secretarial Audit Report.

ANNUALRETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company’s website
www.cupidlimited.com.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / courts / Tribunals that would impact the going

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy
requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental
regulations and preservation of natural resources.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company took all necessary measures to ensure a harassment free workplace and has instituted an Internal
Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual
harassment were received during the year.

CORPORATE GOVERNANCE

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a separate section on ‘Report on Corporate Governance’ practices followed by the Company, together with a certificate
from the Secretarial Auditors of the Company confirming compliances forms integral part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company
for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION

A) Conservation of Energy:-

i. The Company has taken all effective steps to conserve the energy by installing latest equipment’s for
conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has
installed generator set.

ii. The cumulative effect of the Energy conservation steps taken by the Company has considerably reduced
the consumption of Energy and saved the cost.

iii. The Company has installed Solar in its manufacturing facility for Energy conservation.

iv. The Company is not required to mention per unit consumption of Energy in “form A”.

B & C) Technology Absorption and Expenditure on Research & Development:-

The Company has deployed indigenous technology to manufacture its products. The Company is also taking steps to
upgrade its technology to improve the quality of its product so as to make same cost effective and compete in
international market.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned foreign exchange of Rs. 14,626.32 Lacs (Previous year Rs. 11,017.58 Lacs) through
exports, whereas the Company paid / payable foreign exchange of Rs. NIL (Previous Year Rs. NIL) towards machinery
/ equipments. Further payments made in foreign exchange of Rs. 529.40 Lacs (Previous Year Rs. 1,266.67 Lacs)
towards other expenses.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under
review forms part of the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social
Responsibility (“CSR”) Committee which is chaired by Mr. Jandhyala L. Sharma, Independent Director of the
Company, the other members of the committee are Mr. Omprakash Garg, Chairman and Managing Director and Ms.
Nalini Mishra, Independent Director. Your Company also has in place a CSR policy and the same is available on the
website of the Company at https://www.cupidlimited.com/wp-content/uploads/2020/07/05_001_CG_01CSR-
Policy.pdf. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as “Annexure 2” forming part of this report.

AUDIT COMMITTEE

The Audit Committee now headed by Mr. Sunil Sureka as Chairman of the committee. Mr. Omprakash Garg, Mr.
Jandhyala L. Sharma and Ms. Nalini Mishra are Members. The details of all related party transactions, if any, are
placed periodically before the Audit Committee. During the year, there were no instances where the Board had not
accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is headed by Mr. Jandhyala L. Sharma as Chairman of the committee.
Ms. Nalini Mishra and Mrs. Veena Garg are the members of committee. During the year, there were no instances where
the Board had not accepted the recommendations of the Nomination and Remuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is headed by Ms. Nalini Mishra as Chairperson of the committee. Mr.
Omprakash Garg and Mrs. Veena Garg are the members of committee. During the year, there were no instances where
the Board had not accepted the recommendations of the Stakeholder Relationship Committee.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent
Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects
of the company and active participation on the board. The Directors express their satisfaction with the evaluation
process.

Further, the company have constituted Performance Evaluation Policy to evaluate the performance of Independent
Directors and the said policy is available on the website of the company at https://www.cupidlimited.com/wp-
content/uploads/2020/07/Performance_Evaluation.pdf

REMUNERATION OF DIRECTORS

Pecuniary Relationship or Transactions with the Non-Executive Directors:

There was no any pecuniary relationship or transaction took place between the company and its non-executive
directors.

Criteria of making payments to non-executive directors:

Company is paying the sitting fees as decided by the board for attending the board meetings and various committee
meetings and profit related commission as approved by the shareholders to all the non-executive directors. Further,
Company reimburses out of pocket expenses incurred by all the non-executive directors of the Company in connection
with various affairs of the company.

PARTICULARS OF EMPLOYEE

The disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure 3”.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘4’ and forms an
integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of
the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is
also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the competence, dedication and commitment of its employees in all sectors of the
business. The Company has a structured training and management development programs to upgrade skills of
employees of the company. Objective appraisal systems are in place for senior management staff.

The Company is committed to enhancing and retaining its top talent through superior learning and organizational
development. This is a part of our Human Resource function and is an essential pillar to support the organization’s
growth and its sustainability in the long run.

The company is strongly giving emphasis on maintaining its current industrial relations and developing the new ones.
COST AUDITORS

As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of
Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the
appointment of cost auditor and cost audit for the year 2023-24. The company is properly maintaining its cost record
internally.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Company doesn’t have any Subsidiaries or Joint Ventures or Associate companies as on March 31,2023 as defined
under the Companies Act, 2013 and hence providing the information in the prescribed Form AOC-1 is not applicable to

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s
objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning
of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company’s operations include raw material availability and its
prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax
regimes, economic developments within India and other ancillary factors.

APPRECIATION

Your Directors would like to express their grateful appreciation for the contribution made by the employees at all levels.
Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.
Your Directors also wish to thank its customers, dealers, agents, suppliers and bankers for their continued support and
faith reposed in the Company.

For and on behalf of the Board of Directors

SD/-

Omprakash Garg
Chairman & Managing Director
Din No: 00140756

CIN No. : L25193MH1993PLC070846
REGISTERED OFFICE

A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,

Maharashtra- 422113
Place: Nashik
Date : 31st July, 2023