The Directors are pleased to present their 9th (Ninth) Annual Report
together with the audited financial statements of Nureca Limited
(‘Nureca’ or ‘the Company’) for the financial year ended March 31,
2025.

Financial Performance

[Amount - INR Millions]

Management Discussion and Analysis Report

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

Dividend

Keeping in view the financial position of the Company, the Directors
of your Company have not recommended any dividend for the
Financial Year 2024-25.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, the Board
has approved and adopted a Dividend Distribution Policy, which is
available on the website of the Company at weblink https://
www.nureca.com/wp-content/uploads/2021/06/
Dividend%20Distribution%20Policy.pdf .

Change in the Nature of Business

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

Amount Proposed to be carried to Reserves

No amount proposed to be transferred to General Reserves .

Indian Accounting Standards (IndAS)

The Company follows Indian Accounting Standards (‘IndAS’) notified
under Section 133 of the Companies Act, 2013 (‘the Act’) read with
the Companies (Indian Accounting Standard Rules, 2015) as
amended by the Companies (Indian Accounting Standards) Rules,
2016 and other relevant provisions of the Act to the extent applicable
and accordingly, standalone and consolidated audited financial
statements have been prepared in accordance with the recognition
and measurement principles laid down in IndAS and the other
accounting principles generally accepted in India.

Corporate Governance

A report on corporate governance together with the Certificate from
P Chadha & Associates, a Practicing Company Secretary, confirming
compliance with corporate governance norms as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms a part of this report.

Business Responsibility and Sustainability Report

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and
Sustainability Report for Financial Year 2024-25 is attached as
Annexure A and forms part of this Report and is also made available
on the website of the Company at www.nureca.com.

Share Capital

There is no change in the Company’s issued, subscribed and paid-
up equity share capital during the year.

Subsidiaries, Joint Ventures or Associate Companies

The Company have 2 wholly-owned subsidiaries in India, namely -
Nureca Technologies Private Limited and Nureca Healthcare Private
Limited and 1 wholly-owned subsidiary outside India in USA, namely
- Nureca Inc. Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 (hereinafter referred as ‘Act’), a statement
containing salient features of financial statements of Subsidiary
Companies in Form AOC-1 is attached to the Financial Statements.
The separate financial statements in respect of each of the subsidiary
companies shall be kept open for inspection at the Registered Office
of the Company during working hours for a period of 21 days before
the date of the Annual General Meeting (AGM). The Company will
also make available these documents upon request by any Member
interested in obtaining the same. The separate audited/ unaudited
financial statements in respect of each of the Subsidiary Companies
are also available on the website of the Company www.nureca.com.

Material Subsidiaries

The Board of Directors of your Company has approved a policy for
determining material subsidiaries. As on March 31, 2025, your
Company does not have a material subsidiary. The Policy on material
subsidiaries can be viewed on the Company’s website at the following
link: https://www.nureca.com/wp-content/uploads/2021/03/Material-
Subsidiary.pdf

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013,
Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable Accounting
Standards, the Audited Consolidated Financial Statements of the
Company for the Financial Year 2024-25, together with the Auditors’
Report forms part of this Annual Report.

Directors

Mr. Rupinder Tewari and Kuldip Kumar Bhasin have been inducted
on the board of directors of the company w.e.f. 01 January, 2025.

In terms of the provisions of Section 152(6) of the Companies Act,
2013 and the Rules made there under, Mr. Saurabh Goyal Director
retires by rotation and being eligible, has offered, himself for re¬
appointment.

The Company has a duly constituted Board with the prescribed
composition of Independent Directors including Women Directors
and Executive Directors as per the provisions of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

As on March 31, 2025, following are the Directors of the
Company-

*Mr. Vikram Chaudhary has resigned from the position of
Independent Director as on 05^th May, 2025.

Key Managerial Personnel

In terms of the applicable provisions of the Companies Act 2013, Mr.
Saurabh Goyal, Chairman & Managing Director, Mr. Aryan Goyal,
Whole-time Director & Chief Executive Officer, Mr. Naresh Gupta,
Chief Financial Officer and Ms. Nishu Kansal, Company Secretary
and Compliance Officer, are the Key Managerial Personnel of the
Company as on March 31, 2025.

Ms. Chetna Anand Company Secretary of the company tendered
her resignation w.e.f. 24 January,2025 and Ms. Nishu Kansal has
been appointed as the company secretary of the company w.e.f. 01
February, 2025.

Independent Directors and Declaration of Independence

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria
of independence set out in the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Companies
Act, 2013. The Board is of the opinion that the Independent Directors
of the Company hold highest standards of integrity and possess
requisite expertise and experience required to fulfil their duties as
Independent Directors.

Board evaluation

This information shall be mentioned after the performance evaluation
has been carried out by the Nomination & Remuneration Committee
and the Board of Directors.

Policy on Directors’ appointment, remuneration and other details

The Company’s Policy on Directors’ appointment, remuneration and
other matters namely Nomination and Remuneration Policy as
provided in Section 178(3) of the Companies Act, 2013 is available
on the website of the Company at the web link - https://
www.nureca.com/wp-content/uploads/2021/03/Nomination-and-
Remuneration-Policy.pdf .

The salient features of the Policy is to provide a framework and set
standards for the nomination, remuneration and evaluation of the

Directors, Key Managerial Personnel and Officials comprising the
Senior Management. The Company aims to achieve a balance of
merit, experience and skills amongst its Directors, Key Managerial
Personnel and Senior Management. The remuneration /
compensation/ commission etc., to the Directors, Key Managerial
Personnel and Senior Management are determined by the Nomination
and Remuneration Committee and recommended to the Board for
its approval. There is no change in the policy during Financial Year
2024-25.

Meetings of the Board

Five Board meetings were held during the year as detailed in the
Corporate Governance Report which forms a part of this Report.

Audit Committee

The Audit Committee comprises of Four Independent Directors, Ms.
Charu Singh (Chairperson), Ms. Ruchita Agarwal (Member), Mr.
Rupinder Tewrai (Member) and Mr. Kuldip Kumar Bhasin (Member).
The composition, powers and duties of the Committee is detailed
out in the Corporate Governance Report which forms a part of this
Report. All the recommendations made by the Audit Committee during
the year were accepted by the Board.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act,
2013, the Directors, to the best of their knowledge and ability, confirm
that:

a) in the preparation of the annual accounts for the year ended
March 31,2025, the applicable accounting standards have been
followed and that no material departures have been made from
the same;

b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company as at March 31,2025 and of the
profits of the Company for the year ended on that date;

c) they 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) they have prepared the annual accounts on a going concern
basis;

e) they have laid down internal financial controls for the Company
and such internal financial controls are adequate and operating
effectively; and

f) they have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are
adequate and operating effectively.

Corporate Social Responsibility (CSR)

During the year under review, the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company. Accordingly,
the Company has not spent any amount on CSR activities during
the year. However, during FY 2024-25, the Company has spent an
amount of Rs. 12.28 Lakhs on CSR activities , thereby creating a
CSR asset of Rs. 12.28 Lakhs.

During the year, an amount of Rs. 33.23 Lakhs has been write-off
from the CSR asset in accordance with the applicable accounting
standards.

Particulars of Employees

The information as per 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 B,
which forms a part of this report.

In terms of first proviso to Section 136 of the Companies Act, 2013,
this report and the financial statements are being sent to the Members
and others entitled thereto, excluding the information on employees'
particulars as required pursuant to provisions of Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said information is available for
inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the
date of the ensuing AGM. If any Member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary at
cs@nureca.com.

Internal financial control systems and their adequacy

The Company has adequate financial controls. The details in respect
of internal financial control and their adequacy are included in the
Management Discussion & Analysis, which forms a part of this report.

Statutory Auditors

B S R & Co. LLP, Chartered Accountants (Firm Registration No.
101248W/ W-100022) was appointed as the Statutory Auditors of
the Company, at the Annual General Meeting held on October 30,
2020, for a period of five years. The Report given by the Auditors on
the financial statements of the Company is part of the Annual Report.

Since the term of the statutory auditors will be completing on the 9^th
conclusion of AGM and there was a need to appoint the statutory
auditors of the company for the next five years so the company has
appointed M/s. Singhi & Co, Chartered Accountants (“the Firm”) as
the statutory auditors of the company by way of approval of the audit
committee and the board at their meetings held on 05 May, 2025 for
a term of next five years starting from the conclusion of the 09^th AGM
of the company till the conclusion of the 14^th AGM of the company
and the shareholder approval for the same would be taken in the
upcoming AGM of the company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, M/s P. Chadha & Associates,
Practicing Company Secretaries, were appointed as the Secretarial
Auditors of the Company to carry out the Secretarial Audit of the
Company for Financial Year 2024-25. The Secretarial Audit Report,
for the year under review, does not contain any qualification and is
attached as Annexure C.

The Company has undertaken an audit for the Financial Year 2024¬
25 for all applicable compliances as per SEBI Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report has been submitted to the Stock Exchanges
within stipulated timeline.

Further As per the provisions of the Companies Act (the Act) and
pursuant to the latest amendments to the provisions of the
SEBI(LODR) ,2015 , every listed company is now required to appoint
a Secretarial Auditor to perform the functions prescribed under the
Act for a period of 5 years and would now also require the
Shareholders approval .

Pursuant to that the company has appointed M/s A. Arora & Company,
Practicing Company Secretaries as the secretarial auditor of the
company for the period of five years by way of approval of the audit

committee and the board at their meetings held on 05 May, 2025
and the shareholder approval for the same would be taken in the
upcoming AGM of the company.

Cost Records

There are no cost records which are prescribed under Section 148(1)
of the Companies Act, 2013 for any of the product of the Company.

Material changes and commitments affecting the financial
position of the Company

No material changes have occurred or commitments made after
March 31, 2025, which may affect the financial position of the
Company or require disclosure.

Details of Significant and Material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status and Company’s operations in future

To the best of our knowledge, the Company has not received any
such orders from Regulators, Courts or Tribunals during the year
which may impact the going concern status of the Company or its
operations in future. Further, there is no proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

Particulars of loans, guarantees and investments

The particulars of loans and investments have been disclosed in the
financial statements.

Transactions with Related Parties

All related party transactions that were entered into during the
financial year were in the ordinary course of business and on arm's
length basis and in accordance with the provisions of the Companies
Act, 2013, read with the Rules issued thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
All transactions with related parties were reviewed and approved by
the Audit Committee.

The Policy for consideration and approval of Related Party
Transactions is available on the website of the Company at
weblink - https://www.nureca.com/wp- content/uploads/

2021/07/Policv%20for%20consideration%20and%20approval%20of
%20related%20party%20transactions%20eftective%20trom%20April%2001%
2C%20202 2.pdf? t=1646311307

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed as Annexure D.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the website of the
Company at the web link : Investor Relations- Disclosures under
Regulation 46 of the LODR Regulations - Nureca Limited

Deposits

During the year under review, the Company has not accepted any
deposit under Chapter V of Companies Act, 2013.

Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism through Whistle Blower Policy
to deal with instance of fraud and mismanagement, if any. The details
of the Policy is explained in the Corporate Governance Report.

The Whistle Blower Policy to provide Vigil Mechanism for Directors
and Employees is available on the website of the Company at web
link - https://www.nureca.com/wp-content/uploads/2021/03/Whistle-
Blower-Policy.pdf

Familiarization Programme for Independent Directors

The details of familiarization programme for Independent Directors
in respect of their roles, rights & responsibilities, business model of
the Company and related matters are available on the website of the
Company at web link: https://www.nureca.com/wp-content/uploads/
2024/03/Familarization-programme-2024-1 .pdf

Compliance with Secretarial Standards

The Company is in Compliance with the applicable Secretarial
Standards as issued by the Institute of Company Secretaries of India.

Committee and Policy against Sexual Harassment at Workplace

The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company has made the Anti Sexual Harassment Policy
under above referred Act for all individuals working for Nureca at all
levels and grades, including senior executives, officers, employees
(whether permanent, fixed-term or temporary), consultants,
contractors, trainees, staff, casual workers, interns. The Company
has not received any complaint of sexual harassment during the
year.

Conservation of Energy, Technology Absorption and Foreign
Exchange

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be

disclosed under the Companies Act, 2013 is attached as Annexure
E.

Risk Management

The primary objective of risk management is to protect the Company
against risks to the value of the business, its capital and its continuity.
In order to achieve the objective and for better governance, the Board
has constituted a Risk Management Committee (RMC) comprising
two Independent Directors and two Executive Directors.

The Company has adopted a formal Risk Management Policy based
on the recommendations of RMC. The Policy sets out key risk areas
- financial risks (including risk to assets), commodity price risks,
foreign exchange fluctuation risks, legislative and regulatory risks,
Operational risks: Market, Production and Technology, IT risks
including cyber security, risks arising from employment and
manpower. The Chief Executive Officer identifies and proposes action
in respect of all risks through his management team as and when
any are perceived or foreseen or inherent in operations; analyses
these, and then reports to RMC for its review and guidance.

Acknowledgement

Your Directors would like to express their sincere and grateful
appreciation for the assistance and cooperation and also thank the
shareholders for the confidence reposed by them in the Company
and looking forward to their valuable support in the future plans of
the Company. Your Directors also thank its agents, the medical
professionals and its customers for their continued patronage to the
Company’s products.