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DIRECTOR'S REPORT

Amrutanjan Health Care Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 2069.71 Cr. P/BV 6.34 Book Value (₹) 112.97
52 Week High/Low (₹) 843/544 FV/ML 1/1 P/E(X) 40.71
Bookclosure 16/09/2025 EPS (₹) 17.58 Div Yield (%) 0.64
Year End :2025-03 

Your Directors have pleasure in presenting the Eighty Eighth (88th) Annual Report of the Company along with Audited
Financial Statement for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Your Directors submit below the financial results for the year ended March 31, 2025

Particulars

For the Current Year
ended March 31, 2025

For the Previous Year
ended March 31, 2024

Profit before Interest and Depreciation

7,587.93

6,815.96

Less:

Interest

21.92

15.67

Depreciation & Amortisation

652.61

674.53

605.69 621.36

Profit before tax

6,913.40

6,194.60

Provision for Taxation

- Income Tax

(1,797.26)

(1,594.15)

- Deferred Tax

(32.67)

(1,829.93)

(103.19) (1,697.34)

Profit for the year

5,083.47

4,497.26

Add: Net other comprehensive income not to be
reclassified subsequently to profit or loss

(79.22)

15.05

Total comprehensive income for the year

5,004.25

4,512.31

Surplus from previous year brought forward

23,621.31

23,989.06

Profit for Appropriation

28,625.56

28,501.37

Appropriations:

Final Dividend Paid

751.68

751.66

Interim Dividend Paid

578.22

578.22

Buy-back of Equity Shares

3,546.98

Transfer to Capital Redemption reserve

3.20

Balance Profit Carried to Balance Sheet

27,295.66

23,621.31

28,625.56

28,501.37

Note: The sales/revenue wherever referred in Board's Report and MDA denotes Gross Sales (net sales plus taxes,
discounts and claims), unless explicitly mentioned as Net Sales.

2. STATE OF AFFAIRS:

Business Performance at a Glance-OTC & Beverage

Particulars

2024-25

2023-24

Change %

Production - Tonnes

1,186.68 |

1,159.41

2.35

- Kilo Ltrs

5,745.39

6,772.73

(15.17)

Sales Volume - Tonnes

1,138.53

1,112.70

2.32

- Kilo Ltrs

3,827.59

5,275.05

(27.44)

Net Sales (^ in lakhs)

45,181.63

42,123.05

7.26

Operating EBITDA (^ in lakhs)

5,820.06

5,181.13

12.33

Operating EBITDA Margin (%)

12.88%

12.30%

4.73

3. DIVIDEND

i. Interim Dividend:

Your Directors have declared two interim dividends for an aggregate ^2 per equity share of ^1/- each (for the year
7074-75). Details of the Interim Dividend paid are given below:

S.

No

Date of Board Meeting
approving the Dividend

Rate of dividend

% of Interim Dividend
to Face value

Total amount of
interim dividend
(^ in lakhs)

Date of payment

1.

November 12, 2024

^1

100%

289.11

November 15, 2024

2.

February 12, 2025

^1

100%

289.11

February 15, 2025

Total

^2

200%

578.22

ii. Final Dividend:

The Board, in its meeting held on May 15, 2025, has
recommended a final dividend of ^2.60/- per equity
share of face value of ^1/- each for the approval of
the shareholders in the upcoming Eighty Eighth (88th)
Annual General Meeting. The dividend pay-out is as
per the Dividend Distribution Policy adopted by the
Company pursuant to Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any amendments thereto.
The Dividend Distribution Policy is available on the
website of the Company which is accessible through
the web- link
https://www.amrutanian.com/pdf/
DIVPOLICYJUN21.pdf

The members who are holding shares (as on
September 16, 2025) in dematerialised mode and in
physical mode will be paid final dividend within 30
days of declaration of the dividend. With respect to the
shares held in dematerialised form, it would be paid
to the members whose names are furnished by NSDL
and CDSL as owners on the record date.

4. RESERVES

No amount is proposed to be transferred to reserves
for the financial year ended March 31, 2025.

5. SHARE CAPITAL

The share capital of the Company as on March 31,
2025 is as follows:

Particulars

FY25 (Amount in
Indian Rupees)

FY24 (Amount in
Indian Rupees)

Authorized
Equity Share
Capital
(Equity

Shares of ^1/-
each)

5,10,00,000

5,10,00,000

Paid-up
Equity Share
Capital
(Equity

Shares of ^1/-
each

2,89,10,630

2,89,10,630

(i) Directors state that no disclosure or reporting
is required in respect of Issue of equity shares
with differential rights as to dividend, voting or
otherwise as there were no transactions on these
items during the year under review.

(ii) Amrutanjan Health Care Limited Employees
Stock Option Scheme 2020 (the “Scheme 2020”)

Pursuant to approval given by the shareholders
in the AGM on September 23, 2020, the Board
has been authorised to introduce, offer, issue
and provide Options convertible into equity
shares to eligible employees of the Company
under the Scheme 2020. In compliance with the
Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014
(now repealed and replaced with SEBI (Share
Based Employee Benefits & Sweat Equity)
Regulations, 2021) as amended from time to
time, your Board had authorized the Nomination
and Remuneration Committee (‘Compensation
Committee') to administer and implement the
Scheme 2020 including deciding and reviewing
the eligibility criteria for grant and issuance of
stock options under the Scheme. The maximum
number of shares under the Scheme 2020 shall
not exceed 2,92,306 equity shares of ^1/- each
being 1.00% of the paid-up equity share capital of
the Company. The shares under the Scheme 2020
shall be issued by way of secondary acquisition
of shares by Amrutanjan Health Care Limited
ESOP Trust. Applicable disclosures relating to
Employees Stock Options as at March 31, 2025,
pursuant to the Companies Act, 2013 read with
Companies (Share Capital and Debentures) Rules,
2014 and SEBI (Share Based Employee Benefits
& Sweat Equity) Regulations, 2021, as amended
from time to time, are set out in the
ANNEXURE
A
to this Report and the details are also placed on
the website of the Company at
www.amrutanian.
com
. The details of the Plan form part of the notes
to accounts of the Financial Statements given in
this Annual Report.

Practicing Company Secretary's Certificate to
the effect that the Scheme of the Company has
been implemented in accordance with the SEBI
(Share Based Employee Benefits & Sweat Equity)
Regulations, 2021 and as per the resolution
passed by the members of the Company, as
prescribed under Regulation 13 of the SEBI
(Share Based Employee Benefits & Sweat Equity)
Regulations, 2021 has been obtained and shall be
made available for inspection during the Annual
General Meeting of the Company electronically.

6. DEPOSITS

During the year, your Company has not accepted
any deposits within the meaning of provisions of
Chapter V (Acceptance of Deposits by Companies) of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and was not
holding any amount under Deposit Account as on
March 31, 2025. As such, there has been no default in
repayment of deposits or payment of interest thereon
during the year. Further, the Company has no deposits
which are not in compliance with requirements of
Chapter V of the Act.

7. FINANCE

The Profit before tax for FY25 was ^6,913.40
lakhs compared to ^6,194.60 lakhs for FY24. The
Investments, Fixed Deposit, Cash and Cash equivalents
was at ^23,954.41 as on March 31, 2025 (^22,167.03
as on March 31, 2024)

8. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014 and as required under
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [SEBI LODR] are
given below

Particulars

As on March

As on March

31, 2025

31, 2024

Loans (Secured &
Unsecured)

-

-

Investments
(^ in lakhs)

4.51

4.36

Guarantees
(^ in lakhs)

205.44

205.44

The total amount stated above does not exceed
the limit mentioned in Section 186 of Companies
Act, 2013.

9. MANAGEMENT DISCUSSION AND
ANALYSIS (MDA)

I n terms of Regulation 34 read with Schedule V
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
from time to time, the MDA capturing the financial
performance, industry trends and other material
changes with respect to your Company is presented
in “
ANNEXURE B” of this Report.

10. CORPORATE GOVERNANACE

Pursuant to Regulation 34 read with Schedule V of the
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (SEBI LODR), the following
Reports/ Certificates form part of this report.

a) The Report on Corporate Governance
(
“ANNEXURE C”).

b) The declaration by the Managing Director & CEO
regarding compliance by the Board members
and Senior Management Personnel with the
Company's Code of Conduct.

c) The Practicing Company Secretary Certificate on
Corporate Governance.

d) The Practicing Company Secretary Certificate on
Director's eligibility.

The Certificate duly signed by the Chairman &
Managing Director and the Chief Financial Officer on
the Financial Statements of the Company for the year
ended March 31,2025 as submitted to the Board of
Directors at its meeting held on May 15, 2025 pursuant
to Regulation 17(8) of the SEBI LODR is also provided
under the Report on Corporate Governance.

In terms of Section 118(10) of the Act, the Company has
complied with all the applicable Secretarial Standards
i.e. SS-1, SS-2 and SS-4, relating to the ‘Meetings of
the Board, ‘General Meetings' and ‘Report of the Board
of Directors' respectively, as specified by the Institute
of Company Secretaries of India (ICSI) and approved
by the Central Government.

11. BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT (BRSR)

As mandated in Regulation 34(2)(f) of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Business Responsibility &
Sustainability Report (‘BRSR') forms part of the
Annual Report as
ANNEXURE D. The report on the
nine principles of the National Voluntary Guidelines on
social, environmental, and economic responsibilities
of business as framed by the Ministry of Corporate
Affairs is provided in relevant sections of the BRSR.

(d) Committees of the Board:

As on March 31, 2025, the Company has 5 (five) Board level Committees: Audit Committee (‘AC'), Risk Management
Committee (‘RMC'), Nomination and Remuneration Committee /Compensation Committee (‘NRC'), Stakeholders
Relationship Committee (‘SRC') and Corporate Social Responsibility Committee (‘CSR'). The composition of the above
Committees, during the year 2024-25, is disclosed as under:

Sr.

No.

Name of Members

Category

AC RMC NRC SRC CSR

1.

Mr. S. Sambhu Prasad
(DIN:00015729)

Executive Director, Chairman & Managing
Director

M C - - M

2.

Mr. G. Raghavan
(DIN :00820000)

Non-Executive & Non-Independent Director

- m - - -

Sr.

No.

Name of Members

Category

AC

RMC

NRC

SRC

CSR

3.

Mr. Raja Venkataraman
(DIN:00669376)

Non-Executive & Independent Director

C

M

-

-

M

4.

Mr. Muralidharan
Swayambunathan
(DIN: 09198315)

Non-Executive & Independent Director

M

M

C

C

M

5.

Ms. Meenalochani
Raghunathan
(DIN: 07145001)

Non-Executive & Independent Director

M

M

C

6.

Ms. Ramaa Prabhakar

Arikirevula

(DIN:09465903)

Non-Executive & Non-Independent Director

M

M

M

7.

Mr. V. Nagarai
(DIN:00190903)

Non-Executive & Independent Director

-

M

M

-

-

8.

Mr. N. Swaminathan

Chief Financial Officer

-

M

-

-

-

9.

Mr. S. Jeyakanth

Chief Operating Officer (Supply Chain &
Product Delivery)

-

M

-

-

-

12. DIRECTORS, KEY MANAGERIAL
PERSONNEL & SENIOR MANAGERIAL
PERSONNEL

(a) Non-executive Director:

I n accordance with the provisions of the Companies
Act, 2013 (‘Act”) and the Articles of Association of the
Company, Mr. Raghavan Govindan (DIN: 00820000),
Non- Executive Director, retires by rotation at the
upcoming Eighty Eighth (88th) Annual General
Meeting. Mr. Raghavan has expressed his desire not
to seek re-appointment at the AGM. The NRC and the
Board in their respective meetings held on August
12, 2025 have resolved accordingly and are not
recommending the candidature of Mr. Raghavan for
re-appointment.

(b) Independent Directors:

The Board at its meeting held on August 13, 2024,
appointed Mr. V. Nagaraj (DIN: 00190903) as an
Additional Director (Non-Executive Independent)
of the Company, based on the recommendation of
Nomination & Remuneration Committee for a period
of five years with effect from August 13, 2024 up to
August 12, 2029, which was subsequently approved
by the shareholders at the Annual General Meeting
held on September 23, 2024.

The Independent Directors have affirmed that they
satisfy the criteria laid down under section 149(6)
of the Companies Act, 2013 (Act) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time. Further, the
Independent Directors have also submitted their
declaration in compliance with the provision of Section
150 of the Companies Act, 2013 read with Rules 6(3)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, which mandated the inclusion
of an Independent Director's name in the data bank
of the Indian Institute of Corporate Affairs (‘IICA') for
a period of one year or five years or lifetime till they
continue to hold the office of an Independent Directors
and have passed the proficiency test, if applicable
to them.

All Independent Directors hold office for a fixed term
of five years and are not liable to retire by rotation.

I n the opinion of the Board, all the Independent
Directors have integrity, expertise and experience
(including proficiency) to occupy the positions.

None of the Directors of the Company are disqualified
as per the provisions of Section 164(2) of the
Companies Act, 2013. The Company has obtained the
Certificate from Company Secretary in Practice that
none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or
continuing as directors of the Company by the SEBI/
Ministry of Corporate Affairs or any such authority.
The Directors have made necessary disclosures as
required under various provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.

The terms and conditions of appointment of the
Independent Directors are placed on the website
of the Company
www.amrutanian.com. The details
of familiarization programme conducted to the
Independent Directors are available at the weblink
https://www.amrutanian.com/pdf/FR.pdf.

(c) Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 2(51) of the
Companies Act, 2013, the Key Managerial Personnel
of the Company as on March 31, 2025 are -
Mr. S Sambhu Prasad, Chairman & Managing Director,
Mr. N Swaminathan, Chief Financial Officer and Mr. M
Srinivasan, Company Secretary.

Mr. M Srinivasan, Company Secretary has retired with
effect from May 31, 2025. Consequently Mr. Gagan
Preet Singh is appointed as Company Secretary and
Compliance Officer at the Board meeting held on May
15, 2025 with effect from June 1, 2025.

There was no change in the KMPs during financial year
2024-25.

13. BOARD MEETINGS

During the year, six (6) meetings of the Board of
Directors were held. The intervening gap between any
two Meetings was less than 120 days in compliance
with the provisions of Section 173(1) of the Companies
Act, 2013. The complete details of the meetings are
furnished in the Report on Corporate Governance
which forms part of this annual report.

14. MEETING OF INDEPENDENT DIRECTORS

During the year, one (1) separate meeting of
Independent Directors was held. In the said meeting,
the Independent Directors assessed the quality,
quantity, and timeliness of flow of information between
the management and the Board and have expressed
that the current flow of information and contents
were adequate for the Board to effectively perform
its duties. They also reviewed the performance of
the Non-Independent Directors and the Board as a
whole and the performance of the Chairperson of the
Company considering the views of Executive Director
and Non- Executive Directors.

15. BOARD DIVERSITY

The Company recognizes and embraces the
importance of a diverse Board in contributing to its
success. Adequate diversity on the Board is essential
to meet the challenges of business globalization, rapid
deployment of technology, greater social responsibility,
increasing emphasis on corporate governance and
enhanced need for risk management. The Board
enables efficient functioning through differences
in perspective and skill, and fosters differentiated
thought processes at the back of varied industrial
and management expertise, gender, knowledge, and
geographical backgrounds. The Board has adopted the
Board Diversity Policy which sets out the approach to

diversity of the Board. The policy is available at the
website of the Company at
www.amrutanian.com.

16. BOARD EVALUATION

Pursuant to Section 134 of the Companies Act, 2013
read with Rule 8(4) of the Companies (Accounts)
Rules, 2014 and SEBI LODR, the Board of Directors
during the year carried out an annual performance
evaluation of its own performance, the Directors
individually (without participation of the relevant
Director) and the Chairman. The evaluation was
carried through a structured methodology approved
by the Nomination and Remuneration Committee. The
criteria for performance evaluation have been detailed
in the Corporate Governance Report. The outcome of
the evaluation also forms the basis for the Nomination
and Remuneration Committee while considering the
re-appointment of Directors.

17. REMUNERATION POLICY

The Remuneration policy of the Company deals with
the appointment of and remuneration to the Executive
& Non- executive Directors, Key Managerial Personnel
and Senior Executives of the Company including criteria
for determining qualifications, positive attributes,
independence of a Director and other related matters.
It aims to attract, recruit and retain exceptional talent
and ensures that the remuneration is performance
driven. The Policy can be accessed in the website of the
Company through the link -
https://www.amrutanian.
com/policy.html. The Nomination and Remuneration
Committee has also framed a Policy on Board
diversity appropriate to the business requirements
of the Company, which inter-alia specifies optimum
combination of Executive Directors, Non-Executive
Directors, and Independent Directors. The role of
Nomination and Remuneration Committee is to ensure

that the Policy on Board diversity is considered while
recommending the appointment of new directors on
the Board of the Company.

The details of remuneration paid/ payable to the
Directors during the financial year 2024-25, are
furnished in the Report on Corporate Governance
annexed to this report.

18. WHISTLE BLOWER MECHANISM

Pursuant to Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board of
Directors had approved the Policy on Vigil Mechanism/
Whistle Blower and the same was further amended
effective from April 1, 2019 to comply with the
amended SEBI Insider Trading Regulations. The Policy
is hosted on the website of the Company
https://www.
amrutanian.com/pdf/Whistle%20Blower%20Policy.
pdf The Policy inter-alia provides direct access to the
Chairman of the Audit Committee.

Your Company hereby affirms that no Director/
employee has been denied access to the Chairman of
the Audit Committee.

19. UNCLAIMED SHARES

The details of unclaimed shares held in Unclaimed
Shares Suspense Account pursuant to SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015 are provided in the Report on Corporate
Governance annexed to this report.

20. STATUTORY AUDITORS & THEIR REPORT

M/s. B S R & Co. LLP, Chartered Accountants, (ICAI
Firm Registration No. 101248W/W-100022), were
appointed as Statutory Auditors, at the conclusion of
Eighty fifth (85th) AGM held on September 22, 2022,
for a second term of five (5) years till the conclusion
of the ninetieth (90th) Annual General Meeting of
the Company.

The Auditors' Report on the financial statements of the
Company for the financial year ended March 31, 2025,
is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer. The
Auditors' Report is enclosed with the financial
statements forming part of the annual report.

With reference to clause 2B(f) of the Report, the
Company has used SAP accounting software for
maintaining its books of account which has a feature

of recording audit trail (edit log) facility and there were
no instances of tampering of audit trail for the period
mentioned in the audit report. The desired standards
were not met for few accounting softwares and hence
the auditors were unable to check and comment on
the same.

During the year, the statutory auditors have not
reported to the Audit Committee any material fraud
on the Company by its officers or employees under
Section 143(12) of the Companies Act, 2013 requiring
disclosure under Section 134(3) (ca) of the Companies
Act, 2013.

21. SECRETARIAL AUDITOR & AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s SPNP & Associates, Practicing Company
Secretaries, to conduct the secretarial audit of the
Company for the financial year 2024-25.

The secretarial audit report certified by the
Secretarial Auditor, in the specified form MR-3 is
annexed herewith and forms part of this report as
ANNEXURE E”.

No observation was reported in the FY 2024-25.

Furthermore, pursuant to the amended provisions
of Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Section 204 of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Audit Committee and the Board of Directors
have approved and recommended the appointment
of M/s. SPNP & Associates. Practicing Company
Secretaries (Firm Registration Number: FR/CHENNAI
CENTRAL/102/2020) as the Secretarial Auditors of
the Company for a term of 5 (Five) consecutive years
from the FY 2025-26 till FY 2029-30, subject to the
approval of the Members at ensuing AGM.

Brief profile and other details of M/s. SPNP &
Associates, Practicing Company Secretaries, are
disclosed in the AGM Notice approved by the Board.
They have given their consent to act as Secretarial
Auditors of the Company and have confirmed their
eligibility for the appointment. The Secretarial Auditor
has confirmed that they have subjected themselves
to the peer review process of Institute of Company
Secretaries of India (ICSI) and hold valid certificate
issued by the Peer Review Board of the ICSI.

22. COST AUDITOR

The Company is required to maintain cost records
in respect of its OTC products and accordingly such
accounts and records are made and maintained.
Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, the Board of Directors at its meeting
held on August 12, 2025, on recommendation of the
Audit Committee has appointed Mr. Geeyes & Co (Reg.
No. 000044), Cost Accountant, as the Cost Auditor to
conduct the cost audit with respect to OTC business
of the company for the financial year ending March
31, 2026.

23. CORPORATE SOCIAL RESPONSIBILITY
(CSR) INITIATIVES

The CSR activities carried out by your Company during
the financial year 2024-25 were mainly focused on (a)
Animal Welfare (b) Health and Sanitation (c) Promoting
Education and (d) Environment. The activities
undertaken by the Company are in accordance with
Schedule VII of the Companies Act, 2013, the CSR
Policy of the Company and as per recommendations
of the CSR Committee.

The CSR Committee met two times (2) during the year
to oversee the activities, programs, and execution of
initiatives as per the predetermined guidelines of the
Board and approve the amount to be spent towards
CSR. The Board takes pleasure to inform that the
Company has spent more than the mandatory amount
to be incurred towards the CSR spends for the year
2024-25.

The main objectives of CSR policy of the Company
are to help build socio-economic development of
the nation through different projects and to ensure
environmental sustainability. The Policy has widened
scope to undertake all activities permitted under law.
The CSR Policy is available on the website of the
Company at the web-link
https://www.amrutanian.
com/pdf/ahcl-csr-policy.pdf The detailed report on
CSR activities carried out during the financial year is
given in “ANNEXURE F'.

24. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

Disclosures and comparative analysis pertaining to
remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are provided in “
ANNEXURE G'.

25. ANNUAL RETURN

A copy of the Annual Return referred to in Section
134(3)(a) and 92(3) of the Companies Act, 2013 in
respect of FY 2024-25 will be placed on the website
of the Company after the conclusion of the 88th
AGM in the web-link
https://www.amrutanian.com/
Annualreturn.html.

26. CONSERVATION OF ENERGY/

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS/OUTGO

Information as required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 relating to
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo for the
financial year ended March 31, 2025 are furnished in
ANNEXURE H” to this Report.

27. RELATED PARTY TRANSACTIONS

Your Company has no subsidiaries or Joint venture or
Associate companies during the year under review.
No material significant related party transaction
was made by the Company during the year with
Promoters, Directors, Key Managerial Personnel, or
other designated persons which may have a potential
conflict with the interest of the Company at large and
Form AOC-2 as required under Section 134(3)(h) of the
Act, read with Rule 8(2) of the Companies (Accounts)
Rules 2014, is attached as part of this report vide
ANNEXURE I.

28. 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) &134(5) of the Companies
Act, 2013:

I. that in the preparation of the annual financial
statements for the year ended March 31, 2025,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures.

II. that the Directors had selected such accounting
policies and applied them consistently and had
made judgment 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 profit of the Company for the
year ended on that date.

III. 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.

IV. that the annual financial statements have been
prepared on a going concern basis.

V. that proper internal financial controls were
followed by the Company and that such internal
financial controls are adequate and were
operating effectively.

VI. Those proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

29. INTERNAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has a proper and adequate internal
control system to ensure that all the assets of the
Company are safeguarded and protected against
any loss and that all the transactions are properly
authorised and recorded.

The internal control system is subject to continuous
improvement, with system effectiveness, assessed
regularly. Information provided to management is
reliable and timely. Company ensures the reliability
of financial reporting and compliance with laws and
regulations. The details of the same are provided in
the Management Discussion and Analysis Report.

30. RISK MANAGEMENT POLICY

In accordance with the amended SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 effective from May 05, 2021, your Company
has formed a Risk Management Committee and has
put in place an enterprise wide Risk Management
Framework with the objective of timely identification
of risks, assessment and evaluation of such risks in line
with the overall business objectives or strategies and
define adequate mitigation strategy and adopted Risk
Management Policy by the Board. Periodical in-house
risk audits were conducted to detect and mitigate the
risks in a timely and effective manner. Management
Discussion and Analysis Report contain more details
on the risk management practiced by the Company

31. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There is no change in the nature of the business of
the Company during the year. There were no material
changes and commitments affecting the financial
position of the Company between the closure of the
financial year 2024-25 and the date of this report.

32. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and
Company's operations in future. No application has
been made or proceedings pending under Insolvency
& Bankruptcy Code, 2016 in respect of the Company.

33. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among
its most important stakeholders. Accordingly, your
Company's operations are committed to the pursuit
of achieving high levels of operating performance and
cost competitiveness, consolidating, and building for
growth, enhancing the productive asset and resource
base, and nurturing overall corporate reputation. Your
Company is also committed to creating value for its
other stakeholders by ensuring that its corporate
actions positively impact the socio-economic
and environmental dimensions and contribute to
sustainable growth and development.

34. POLICY ON PREVENTION OF SEXUAL
HARASSMENT

Your Company has in place a Policy on Prevention of
Sexual Harassment in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set
up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

During the year 2024-25, the status of the complaints
received by the committee related to sexual
harassment given below:

The number of sexual harassment complaints Nil
received during the year.

The number of such complaints disposed of Nil
during the year.

The number of cases pending for a period Nil
exceeding ninety days.

35. STATEMENT ON MATERNITY BENEFIT
COMPLIANCE:

The Company affirms that it has duly complied with
the provisions of Maternity Benefit Act, 1961 during
the financial year. The eligible employees, if any, were
provided maternity benefits as prescribed under the
Act and the Company continues to ensure a supportive
work environment for women employees during and
after maternity.

36. TRANSFER OF UNPAID AND UNCLAIMED
AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (‘IEPF’)

Pursuant to the provisions of Section 124 of the
Companies Act, 2013, dividend which remain
unclaimed for a period of seven years is required to be
transferred to the Investor Education and Protection

Fund (IEPF) of the Central Government. The details of
unclaimed dividend transferred to IEPF are furnished
in the Report on Corporate Governance and unpaid
and unclaimed dividends lying with the Company as on
the date of last Annual General Meeting and the same
has been uploaded on the website of the Company
https://www.amrutanian.com/si.html

37. ACKNOWLEDGEMENT

The Directors wish to express their sincere
appreciation to all the Government Departments,
Bankers, Customers, Distributors, Suppliers and the
shareholders and all other stakeholders for their co¬
operation and support extended during the year. The
Directors also wish to thank all the employees for their
contribution, support, and continued commitment
throughout the year.

By Order of the Board

Place: Chennai S Sambhu Prasad

Date: August 12, 2025 Chairman & Managing Director

Registered Office:

Amrutanjan Health Care Limited
CIN:L24231TN1936PLC000017

No. 103, (Old No. 42-45), Luz Church Road, Mylapore,

Chennai 600 004

Tel : 044-2499 4465

Email : shares@amrutanian.com

Website : www.amrutanian.com

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