The Board hereby presents the 32^nd Annual Report together with Audited
Financial Statements comprising Balance Sheet, the statement of Profit and
Loss (including other comprehensive income), the cash flow statement and
the statement of changes in Equity of the Company and Auditors Report for
the Financial Year ended 31^st March, 2024 in terms of Section 134(3) of
Companies Act, 2013.

FINANCIAL SUMMARY OF THE COMPANY

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

MEETINGS OF THE BOARD & COMMITTEES

A tentative calendar of Meeting is prepared and circulated well in advance to
the Directors. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standard - 1
and Listing Regulations.

During the year ended March 31, 2024, the Board met 9 times. The details
of Board/committee meetings and the attendance of Directors are provided
in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the
Board of Directors.

31^st Annual General Meeting of the Company for the financial year 2022-23
was held on 28.09.2023

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act,
2013 with respect to Directors’ Responsibility Statement, your Directors
hereby confirm 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 profit and 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;

e) The director had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; for ensuring the orderly and efficient conduct of
business, including adherence to company’s policies, the safeguarding its
assets, prevention and detention of frauds and errors, the accuracy and
completeness of accounting records, and the timely preparation of reliable
financial information.

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.

g) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are
adequate and operating effectively.

DETAILS IN RESPECT OF FRAUD

In terms of provisions of section 134(3) (ca) no fraud was reported by
auditors under section 143(12) of the Companies Act, 2013.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria
of independence as provided under Section 149 of the Act and Regulation
16(1) (b) of the Listing Regulations (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force). The Independent
Directors have also confirmed that they have complied with the Company’s
code of conduct.

AUDIT OBSERVATIONS

(i) Statutory Auditor:

No qualifications, reservation or adverse remarks or disclaimer was made by
the auditor in his audit report

(ii) Secretarial Auditor:

No qualifications, reservation or adverse remarks or disclaimer was made by
the secretarial auditor in his audit report.

LOANS, GUARANTEES AND INVESTMENTS:

The Company has given Loan or Guarantee or made Investment under
Section 186 within the limits specified under Sec 186(2) of the Companies
Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE
RELATED PARTIES:

There were no related party transactions during the year as specified under
section 188 of Companies Act, 2013.However, sitting fee of total Rs.
1,25,000/- was paid to non-executive directors, during the financial year
2023-24 for attending Committee meetings and Board Meetings of the
Company. Director Remuneration of Rs. 35,000 was paid to Vishal Mehra.

STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS

During the Financial Year 2023-24, the total revenue (including other
income) was Rs. 0.94 Millions (Rs. 2.37Millions in the previous year), and
had a Net Loss after tax of Rs. 1.75Millions as against the Profit of Rs.
1.02Millionsin previous year.

i) Reserves

The net loss after tax of Rs. 1.75/- Millions have been retained in the profit
& loss account and has been carried forward to the Balance sheet
accordingly.

ii) Dividend

Further, no dividend was proposed to be declared during the period under
review.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments occurred, which may affect the
financial position of the Company; between the end of the financial year of
the Company to which the financial statements relate and the date of the
report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Conservation of energy

Company has no manufacturing operations; therefore, provisions relating to
disclosure of conservation of energy are not applicable to the Company.

b. Technology absorption

During the year under review no new technology was absorbed and no
expenditure was incurred on Research & Development.

c. Foreign exchange earnings and outgo

Foreign exchange earnings and outgo were nil during the current year.

RISK MANAGEMENT

The Company has well defined process to ensure risks are identified and
steps to treat them are put in place at the right level in the management.
The operating managers are responsible for identifying and putting in place
mitigation plan for operational and process risks. Key strategic and business
risks are identified and managed by the Directors in the organization.

The Company’s approach to addressing business risks is comprehensive and
includes periodic review of such risks and has established a framework for
mitigating controls and reporting mechanism of such risks. Some of the

risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory
Risks (iii) Human Resources Risks (iv) Strategic Risks

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Net Worth of the Company is less than
Rs. 500.00 crore; turnover is less than Rs.1000.00 crore; and net profit is
less than Rs. 5.00 crore; therefore constitution of corporate Social
Responsibility Committee is not applicable in terms of section 135(1) of the
Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules
issued thereunder, Regulation 17(10) of the Listing Regulations and the
circular issued by SEBI dated 5th January, 2017 with respect to Guidance
Note on Board Evaluation, the evaluation of the annual performance of the
Directors/Board/Committees was carried out for the Financial Year 2023¬
24. A statement on annual evaluation by the Board of its performance and
performance of its Committees as well as Individual Directors forms part of
the Corporate Governance Report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of
business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, following changes took place in the
composition of Board of Directors:

1. Appointment of Mr. Krishnan J Iyer (DIN: 02940478) as an Additional
Director (Non- Executive and Non- Independent) w.e.f 11th October, 2023.

Appointment of Mohammad Faisal S 'Shaikh (DIN: 10298679) as an
Additional Director (Non Executive and Non- Independent) w.e.f 11th
October, 2023.

2. Mr. Mayank Bhandari (DIN: 06478224) resigned from the post of
Non-Executive and Independent Directorw.e.f. 30th October, 2023.

3. Mr.SurajChaganSolanki and Mr. AltafHussain Shah were appointed as
Additional Director under category of Non-Executive Non Independent
Director and Non-Executive Independent Director respectively on
14.11.2023, who shall be eligible for re-appointment as per Section 152 and
other applicable provisions of the Act or Listing Regulations, subject to the
approval of the shareholders.

Further Mr. Krishnan J Iyer (DIN: 02940478) and Mohammad Faisal S
'Shaikh (DIN: 10298679) resigned from the post of Non-Executive and Non
Independent Director w.e.f. 11th November, 2023.

4. On February 14, 2024 the following Businesses were approved

> Appointment of Mr. AltafHussain Shah (DIN: 10351528) as Managing
Director of the Company by changing his designation.

> Appointment of Mr. AltafHussain Shah as Chief Financial Officer of
the Company.

> Appointment of Ms. Priti Rajesh Kharwar (DIN: 10478128) as
Additional Director (Non-Executive and Independent) of the Company
who shall be eligible for re-appointment as per Section 152 and other
applicable provisions of the Act or Listing Regulations, subject to the
approval of the shareholders.

> Appointment of Ms. Deepika Krishnan Iyer as Additional Director
(Non-Executive and Independent) of the Company who shall be eligible
for re-appointment as per Section 152 and other applicable provisions
of the Act or Listing Regulations, subject to the approval of the
shareholders.

> Mr. Vishal Mehra Resigned (DIN: 09717741) from the post of
Managing Director.

> Mr. Vishal Mehra Resigned from the post of Chief Financial Officer of
the Company.

> Mr. Rajeev Mehra (DIN: 08430959) Resigned from the post of Non¬
Executive- Independent Director of the Company.

> Mrs. Sitaben S Patel (DIN: 02470150) Resigned from the post of Non¬
Executive- Independent Director of the Company

5. Ms. Priti Rajesh Kharwar (DIN: 10478128) resigned from the post
ofAdditional Director (Non-Executive and Independent) w.e.f. 28th March,
2024.

CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER

During the FY 2023-24, there was no change in Company Secretary &
Compliance Officer

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review no Company became or ceased to be its
subsidiaries, joint venture or associate company.

FIXED DEPOSITS UNDER CHAPTER V

The Company has not accepted any deposit from its Directors, employees or
general public during the year; and there is no unpaid or unclaimed deposit
at the end of the year.

MATERIAL COURT ORDERS PASSED

During the year no material order was passed by any regulators, tribunals
or courts which impacts the going concern & company’s operations in
future.

DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls over
financial reporting. These are reviewed periodically and made part of work
instructions or processes in the Company. The Company continuously tries
to automate these controls to increase its reliability. This ensures orderly
and efficient conduct of its business, including adherence to the Company’s
policies, safeguarding of its assets, prevention of errors, accuracy and
completeness of the accounting records and the timely preparation of
reliable financial information.

The internal financial controls with reference to the financial statements
were adequate and operating effectively.

Yours Directors state that during the period under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

DISQUALIFICATIONS OF DIRECTORS

Pursuant to Section 164 of the Companies Act, 2013, no director has
incurred any disqualification on account of non-compliance with any of the
provisions of the Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (10) of the Companies Act,
2013 and Regulation 22 of the Listing Regulations. The Policy ensures that
strict confidentiality is maintained whilst dealing with concerns and also
that no discrimination will be mated out to any person for a genuinely raised
concern. The details of Vigil Mechanism (Whistle Blower Policy) adopted by
the Company have been disclosed in the Corporate Governance Report
attached to this report and form an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the
Listing Regulations is presented in a separate Section forming part of this
Annual Report as “Annexure - A”

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors
on its compliance forms an integral part of this report as “Annexure B”

A certificate from the Practising Company Secretary confirming compliance
of conditions of Corporate Governance as stipulated in Part E of the

Schedule V of the Listing Regulations is annexed to the Corporate
Governance Report.

STATUTORY AUDITORS:

M/s BMGS & ASSOCIATES (FRN-026886N), Chartered Accountants, were
appointment as statutory auditors of the Company from the conclusion of
31^st Annual General Meeting for the period of 5 years to audit the accounts
of the Company till the conclusion of 36^th Annual General Meeting.

However, M/s BMGS & ASSOCIATES (FRN-026886N) resigned as statutory
auditors of the Company w.e.f. March 28, 2024.

M/s Gupta Rustagi& Co, Chartered Accountants were appointed as
statutory auditors of the Company w.e.f. March 28, 2024 to fill the Casual
Vacancy.

Further, the Notes to Accounts referred to in the Auditors’ Report are self¬
explanatory and therefore do not call for any further comments. The
Auditors’ report does not contain any qualification, reservation or adverse
remark.

SECRETARIAL AUDITOR

As per the Provisions of Section 204(1) read with Rule 9 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company has been carrying out audit of its secretarial records.

Vishakha Agrawal & Associates, Company Secretary in practice had been
appointed as Secretarial Auditor to conduct the Secretarial Audit of the
Company for the Financial Year 2023-24

The Secretarial Audit Report in Form MR-3 obtained from Vishakha Agrawal
& Associates, for the said financial year is annexed herewith and forms part
of this report as “Annexure C”.

The secretarial report is self-explanatory and any observation, qualification
are duly responded by the Company within the timeframe.

*Change in Secretarial Auditor: M/s V Kumar and Associates has resigned
from the post of Secretarial Auditor of the Company.

INTERNAL AUDITOR

As per the Provisions of section 138 read with Rule 13 of The Companies
(Accounts) Rules, 2014, with regard to Internal Audit, UmeshAswani& Co.
(Chartered Accountant), was appointed as Internal auditor of the Company
to audit the accounts for the financial year 2023-24.

SHIFTING OF REGISTERED OFFICE

During the year under review, the Company has shifted its registered office
from B33/36 Basement (Back side), West Patel Nagar, near Ram Jass
Ground, Delhi- 110008 to Plot No. 55, Office No- 104 First Floor Vijay Block
,Laxmi Nagar, East Delhi, Delhi-110092

LISTING FEE OF SHARES

The shares of the company are listed on a recognized stock exchange-
‘Bombay Stock Exchange’ and up to date Listing Fee is paid.

DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:

Company is not required to maintain the cost records and accounts as
specified under section 148 of Companies Act, 2013 as it not applicable on
the Company.

PARTICULAR OF EMPLOYEES:

Details as required under the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, will made available to the shareholders on their request.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Designated
Persons and their immediate relatives. The Code requires pre-clearance for
dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Designated Persons and their immediate relatives

while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code.

APPOINTMENT AND REMUNERATION POLICY

Your Directors had stated that the Company has framed a proper
Appointment and Remuneration Policy defining its composition, authority,
responsibility and reporting functions and such other information as
required pursuant to Section 178 of the Companies Act, 2013.

SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standard-1 on ‘Meetings of
the Board of Directors’ and Secretarial Standard-2 on ‘General Meetings’
issued by the Institute of Company Secretaries of India.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amount to the Investor
Education and Protection Fund during the year under review.

For and on behalf of the Board
Welcure Drugs & Pharmaceuticals Limited

Sd/- Sd/-

Altaf Hussain Shah Suraj Chagan Solanki

Managing Director Director

^Date: M.°⁸.²⁰²⁴ DIN: 10351528 DIN:10380845