Your Director's have pleasure in presenting to you their 33rd Annual Report on the business and
operations of the Company together with Audited Statement of Accounts for the year ended 31st
March, 2024.

FINANCIAL RESULTS:

The Company's financial performance, for the year ended on 31st March, 2023, is summarized
below:

The income from operations for the FY 2023-2024, was Rs. 563.56 Lakhs as compared with Rs.
835.82 Lakhs during the previous year.

1. DIVIDEND:

In view of the adverse financial position of the Company and the carried forward losses the
Directors express their inability to declare any dividend for the year. Board of Directors
sincerely hopes that members would appreciate and understand the situation for non-payment
of Dividend.

2. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year.

3. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Neither the Company has any Subsidiary, Joint Venture nor Associate Company nor has any other

Company become or ceased to be subsidiary, Joint Venture or Associate Company of the
Company.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in the single business segment as that of previous year and
there is no change in the nature of the business.

5. REPORTING OF FRAUDS

There have been no instances of fraud reported by the statutory auditors under section 143(12) of
the Act and rules framed thereunder either to the Company or to the central government.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report has been included and is
enclosed as (Annexure - B) to this Report.

7. OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The turnover including other income of the Company for the Financial Year 2023-24
amounted to Rs. 566.4 Lakhs as against last year's Rs. 837.27 Lakhs. The Net Loss is Rs. 118.68
Lakhs as against Rs. 174.95 Lakhs of last year.

8. CORPORATE GOVERNANCE

In view of Paid up Capital and Net worth of the Company, being lesser then Rs. 10 crores and
Rs. 25 crores respectively, Corporate Governance Report as prescribed in clause C of Schedule
V to LODR is not included in terms of Regulation 15(2) of LODR.

9. DIRECTORS

All the Directors of the Company have confirmed that they are not disqualified from being
appointed as D irectors in terms of Section 164 of the Companies Act, 2013 and not debarred or
disqualified by the SEBI/ Ministry of Corporate Affairs or any such statutory authority from
being appointed or continuing as Director of the Company or any other Company where such
Director holds such position in terms of Regulation 34(3) and Schedule V Para C clause (10) (i)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) (10)(i) of
Part C of Schedule V of Listing Regulations.

10. KEY MANAGERIAL PERSONNEL

Mr. Vimal D Shah, Managing Director, Mr. Angamuthu Vadivel, Independent Director, Mr.
Praveen J. Bafna, Non-Executive Director, Mr. Iqbal Patel, Chief Financial Officer and CS Ms.
Prerna Karwa, Company Secretary (resigned w.e.f. 29^th March, 2024), Mr. Hiten Parikh,
Independent Director (Resigned w.e.f. 29^th March, 2024) and Susmita Mahapatra, Director are
Key Managerial Personnel of the Company.

11. INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act read with Regulation 16(1)(b) of
SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 ('LODR'].

12. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, and LODR, 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 requisite Committees.

The evaluation has been carried out with a well-structured questionnaire taking into
consideration various aspects and roles of the Board and its Committees.

The Board of Directors expressed its satisfaction with the evaluation process.

13. MEETINGS OF THE BOARD

Seven (7) Board Meetings were held during the financial year ended 31st March, 2024. The
Board meetings were held on 25th May, 2023, 10th August, 2023, 1st September, 2023, 10th
November, 2023 and 18^th November, 2023, 29th December, 2023, and 14th February, 2024.
The gap between two Board Meeting did not exceed 120 days. The attendance record of the
Directors at the Board Meetings is as under: -

14. AUDIT COMMITTEE:

Four (4) Audit Committee Meetings were held during the financial year ended 31st March,
2024. The Audit Committee meetings were held on 25th May, 2023, 10th August, 2023, 10th
November, 2023 and 14th February, 2024. Scope of the committee includes matters referred
in section 177 of the Act and regulation 18 read with part C of Schedule II. The Committee
inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal
Auditors and Compliance of various regulations. The Committee reviews the financial
statements and approves the same before they are placed before the Board.

Below given table provides the attendance of the Audit Committee members:

15. NOMINATION AND REMUNERATION COMMITTE:

One (4] Nomination and Remuneration Committee meeting were held during the financial
year ended 31st March, 2024. The Nomination and Remuneration Committee meeting were
held on 25th May, 2023, 10th August, 2023, 10th November, 2023 and 14^th February, 2024.
Scope of the committee includes matters referred in section 178 of Companies Act, 2013.

Below given table provides the attendance of the Audit Committee members:

16. STAKEHOLDER RELATIONSHIP COMMITTE:

One (4) Stakeholder Relationship Committee meeting were held during the financial year
ended 31st March, 2024. The Nomination and Remuneration Committee meeting were held
on 25th May, 2023, 10th August, 2023, 10th November, 2023 and 14^th February, 2024.
Scope of the committee includes matters referred in section 178 of Companies Act, 2013.

Below given table provides the attendance of the Audit Committee members:

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy pursuant to Section 177 of the Companies Act,
2013 and the rules made thereunder and applicable provisions of the listing agreement and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, to report genuine
concerns of Directors and Employees. The Policy has been posted on website of the
Company, www.norrispharma.com.

19. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and manpower for the
purposes of Risk Management. The Company has a system based approach to business risk
management backed by strong internal control systems. In the opinion of the Board, there
are no risks which would threaten the existence of the Company. The Company's internal
control procedures ensure compliance with various policies, practices and statutes in
keeping with the organization's pace of growth and increasing complexity of operations. The
Company's internal auditor team carries out extensive audits throughout the year across all
functional areas, and submits its reports to the Audit Committee of the Board of Directors.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Considering the provisions of the section 135 of the Companies Act, 2013, CSR requirements
are not applicable to your Company.

21. RELATED PARTY TRANSACTION:

There are no material related party transactions which are not in ordinary course of
business or which are not on arm's length basis and hence there is no information to be
provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related
party transactions which has been uploaded on the Company's website. The web-link as
required under Listing Agreement is as under: https://www.norrispharma.com/investor-
relations.html

22. ENVIRONMENT & SAFETY OF WOMEN AT WORKPLACE:

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 requirement regulations and preservation of
natural resources. As required by the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at workplace with a mechanism
of lodging complaints. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the year under review, no complaints were reported to
the Board.

The summary of sexual harassment complaints received and disposed off during the
financial year 2023 - 2024 is as under: -

• Number of Complaints Received: Nil

• Number of Complaints Disposed off: Nil

23. DEPOSITS

During the year under the review, the Company has not invited/accepted any deposits from
public.

24. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or investments under section 186 to any
person or body corporate.

25. LISTING OF SHARES AND SHARE CAPITAL

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number
524414. The Annual Listing Fees for the financial year 2023-24 has been paid to the Stock
Exchange. During the year under review, there was no change in share capital.

26. AUDITORS

(a) STATUTORY AUDITORS: M/s. BAHEDIA & ASSOCIATES, Chartered Accountants (Firm
Registration no. 114421W) were appointed as the Statutory Auditors of the Company to
hold office for five consecutive years starting from the conclusion of the 32nd Annual
General Meeting (AGM) held on 23rd September, 2023 until the conclusion of the 37th AGM
of the Company to be held in the year 2028. The term of office of M/s BAHEDIA &
ASSOCIATES, as Statutory Auditors of the Company will conclude from the close of the
forthcoming AGM of the Company.

The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or
adverse remark or disclaimer.

(b) SECRETARIAL AUDITORS: The Board of Directors of the Company appointed HSPN
ASSOCIATES AND LLP, Practicing Company Secretary, Mumbai as Secretarial Auditor for
undertaking Secretarial Audit of the Company for the financial year 2023-24. Previously
Payal Tachak and Associates, Practicing Company Secretary, Mumbai were acting as
Secretarial Auditors for undertaking Secretarial Audit of the Company for the financial year

2022- 23.

The Secretarial Audit Report of HSPN ASSOCIATES AND LLP, Practicing Company Secretary
for the financial year ended 31st March, 2024 is annexed as (Annexure - E). The Secretarial
Audit Report does contain qualification, reservation or adverse remark regarding Non¬
compliances related to FY 2023-2024. Board would like to bring to members attention that
due to resignation of Company Secretary and change in internal as well as external
Compliance team members there was gap in meeting the Compliance requirements for FY

2023- 2024. However, the same will be rectified and corrected now onwards.

(c) INTERNAL AUDITORS: The Board of Directors has appointed M/s. Dhiren Y Parikh & Co.,
Chartered Accountants as Internal Auditors of the Company for the financial year 2023-24.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information 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
annexed herewith (Annexure C).

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are attached herewith. (Annexure - D)

29. EXTRACT OF THE ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92(3), 134 and any other provisions
applicable if any of the Act, read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is available on web link
http://norrispharma.com/notice/announcements/.

30. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the
Company since the close of financial year i.e. since 31st March, 2023. Further, it is hereby
confirmed that there has been no change in the nature of business of the Company.

31. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c] of sub-section (3) of Section
134 of the Companies Act, 2013, shall state that—

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

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 the financial year and of the loss of
the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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; and

e) the directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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.

32. INSURANCE:

All the properties and insurable interests of the Company including buildings, plant and
machineries and stocks have been adequately insured.

33. FRAUD REPORTING:

During the Financial Year under review, the Statutory Auditors have not reported any
incident of fraud to the Board of Directors of the Company, pursuant to the provisions of
Section 143(12) of the Companies Act, 2013.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2023-2024, there was no application made and proceeding initiated
/ pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company.

As on the date of this Report, there is no application or proceeding pending against your
Company under the Insolvency and Bankruptcy Code, 2016.

35. 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:

During the Financial Year 2023-2024, the Company has not made any settlement with its
bankers from which it has accepted any term loan.

36. ACKNOWLEDGEMENTS

The Board of Directors gratefully acknowledges the assistance and co-operation received from
the Bankers all other statutory and non-statutory agencies for their co-operation. The Board of
Directors also wish to place on record their gratitude and appreciation to the members for their
trust and confidence shown in the Company. The Board of Directors would like to especially
thank all the employees of the Company for their dedication and loyalty.

Date: 14^th August, 2024

By Order of the Board

Registered Office: For Norris Medicines Limited

Plot No. 801/P,

GIDC Industrial Estate,

Ankleshwar-393 002 (Gujarat) SD/-

CIN : L24230GJ1990PLC086581 Vimal D. Shah

Email: secretarial@norrispharma.com Managing Director

DIN No. 01506655