Your directors have pleasure in presenting the 31st (Thirty First) Annual Report together with the Audited Financial Statements ofthe Lincoln Pharmaceuticals Limited ("the Company" or "LPL") for the year ended March 31,2025.
In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)thereof, for time being in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments duringthe financial year ended March 31,2025, in respect of the Company.
The Standalone & Consolidated financial performance of the company for the financial year ended March 31, 2025 aresummarised below:-
Standalone Basis
Consolidated Basis
Particulars
For the
Year Ended
March 31, 2025
March 31, 2024
Revenue from Operations
62,323.01
58,054.96
Other income
2,247.71
3,442.25
Total Income
64,570.72
61,497.21
Profit before Depreciation, Finance Costsand Taxation
12,397.03
13,432.99
12,397.04
13,433.22
Less: Depreciation
(1,289.90)
(1,062.47)
Less: Finance Cost
(188.27)
(146.26)
(188.28)
(146.49)
Profit before Taxation
10,918.86
12,224.26
Less: Tax Expenses
(2,684.22)
(2,893.77)
Profit after Tax
8,234.64
9,330.49
(9,330.49)
Other Comprehensive Income
9.17
6.11
Total comprehensive income for theyear
8,243.81
9,336.60
The Highlights of the company's performance (standalone) for the year ended March 31,2025 are as under:
The Company reports 7.35% rise in the revenue from operations of ' 62,323.01 Lakhs (Domestic - ' 23,600.91 Lakhs and Export- ' 38,722.10 Lakhs) as against ' 58,054.96 Lakhs (Domestic ' 21,804.01 Lakhs and Exports ' 36,250.95 Lakhs) in the previousyear. EBITDA for the year stood at ' 12,397.03 Lakhs as against ' 13,432.99 Lakhs in the previous year. The profit after tax stoodat ' 8,234.64 Lakhs on a standalone basis as against profit after tax of ' 9,330.49 Lakhs in previous year. EPS for the year was' 41.11 per share as compared to ' 46.58 in the previous year. Detailed working on operation of the Company is provided inthe management discussion and analysis report as forms part of this.
In accordance with the provisions of the section 133 of the Act and the SEBI Listing Regulations read with IND AS - 110 -consolidated financial statement, the consolidated audited financial statement for the financial year ended March 31,2025forms part of this annual report.
The ratings given by CRISIL for long term bank loan facilities and short term bank loan facilities of the Company are 'CRISIL A/Stable and CRISIL A1' respectively. There was no revision in the said ratings during the year under review.
Your company has an incessant dividend payment history and considering the financial performance of the Company, theBoard of Directors on May 22, 2025 has recommended a dividend of ' 1.80/- (Rupees One and Paise Eighty only) per equityshare on face value of ' 10/- each (i.e. 18%) for the financial year ended March 31,2025 [Previous Year ' 1.80/- (Rupees Oneand Paise Eighty only) per equity share (i.e. 18%)]. Dividend is subject to approval of members at the ensuing annual generalmeeting ("AGM"). The said dividend is in line with the Dividend Distribution Policy of the Company. In view of the changesmade under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall betaxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction oftax at source, as may be applicable.
In terms of Regulation 43A of the SEBI Listing Regulations, the Board of the Company has adopted a Dividend DistributionPolicy, which can be accessed on the Company web link: https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20the%20L0DR/8.%20Dividend%20Distribution%20Policy.pdf? t=1676643338.
During the year under review, your company has transferred a sum of ' 50.00 Lakhs to the general reserve out of the amountavailable for appropriation for the financial year ended March 31,2025 (Previous Year a sum of ' 50.00 Lakhs was transferredto general reserve).
In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting,Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and amendments thereto, the amount ofdividends of the company which remain unpaid or unclaimed for a period consecutive seven years from the date of transferto the unpaid dividend account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF"),constituted by the Central Government.
In terms of the foregoing provisions of the Act, the company will transfer outstanding unpaid or unclaimed dividend andcorresponding shares for the financial year 2017-2018 to the IEPF authorities during the year under review.
Pursuant to the provisions of IEPF Rules, all equity shares in respect of which dividend has been unpaid / unclaimed since lastseven consecutive years shall be transferred by the Company to the designated demat account of the IEPF Authority within aperiod of thirty days of such shares becoming due to be transferred.
The Company has sent reminders to all such shareholders who have not claimed their dividends. Members who have noten-cashed dividend for the FY 2017-18 or any subsequent dividend declared by the Company, are advised to write to theCompany Secretary of the Company immediately.
Any shareholder whose dividend/shares are transferred to IEPF can claim the shares by making an online application in FormIEPF-5 (available on www.iepf.gov.in).
During the year under review, there has been no change in the authorised share capital of the Company. The paid-up sharecapital of the Company as on March 31,2025 stood at ' 20,02,97,280 divided into 2,00,29,728 equity share of ' 10/- each.
During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.
As of March 31,2025, your Company's Board had nine members comprising of two Non-Executive and Non-IndependentDirectors, four Executive Director and three Independent Directors including one woman Independent Director. Thedetails of Board and Committees composition, tenure of Directors, areas of expertise and other details are available inthe Corporate Governance Report, which forms part of this Annual Report.
During the FY 2024-25, following changes took place:
In accordance with the provisions of Section 152 of the Act and the rules framed there under, Mr. Rajanikant G.Patel, Non-Executive Director and Mr. Ashish R. Patel, Whole Time Director of the Company retire by rotation atthe ensuing AGM and they being eligible offer themselves for re-appointment. The Board recommends their re¬appointment.
Necessary resolutions have been proposed in notice convening ensuing AGM for approval of shareholders.
The brief profile of the Directors appointing / reappointing has been detailed in the Notice convening the AGM ofthe Company. Your Directors recommend all appointment / rotation / re-appointment of Directors mentioned inthe notice.
• The shareholders, vide postal ballot concluded on May 20,2024, approved the following:
a) Appointment of Mr. Nareshkumar P. Suthar as Independent Director effective April 1,2024, for a term of five(5) years till March 31,2029.
b) Appointment of Ms. Seema M. Mehta as Women Independent Director effective April 1, 2024, for a term offive (5) years till March 31, 2029.
III. Resignation/Cessation of Director:
During the year under review there is no Resignation/Cessation given by the Directors.
11.2 Key Managerial Personnel:
There is no change in the Key Managerial personnel of the Company during the year under review.
Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31,2025, are:
1. Mr. Mahendra G. Patel, Managing Director
2. Mr. Darshit A. Shah, Chief Financial Officer
3. Ms. Trusha K. Shah, Company Secretary & Compliance Officer
The Company has received the necessary declarations from all the independent directors of the Company in accordance withSection 149 (7) of the Act and Regulation 16 (1) (b) and 25 (8) of the SEBI Listing Regulations confirming that they meet thecriteria of independence prescribed under the Act and the SEBI Listing Regulations. All the Independent Directors have alsoconfirmed that in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they haveregistered themselves with the Independent Director's database as prescribed under the Act. Further, in terms of Rule 6(4) ofthe Companies (Appointment and Qualification of Directors) Rules, 2014, out of three Independent Directors of the Companyas on March 31,2025, two Independent Director has passed the Online Proficiency Self-Assessment Test conducted by IndianInstitute of Corporate Affairs (IICA) and one Independent Director was exempted from appearing for Online Proficiency Self¬Assessment Test as required by IICA.
In the opinion of the board, there has been no change in the circumstances which may affect their status as independentdirectors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1)of the Act and applicable rules thereunder) to all independent directors on the board.
The Board is of opinion that all the Independent Directors of the Company possess required integrity, expertise and experience(including the proficiency).
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of itsown performance and that of its Committees as well as performance of the Directors individually. Feedback was sought byway of a structured questionnaire covering various aspects of the board's functioning such as adequacy of the compositionof the board and its committees, board's culture, execution and performance of specific duties, obligations and governanceand the evaluation was carried out based on responses received from the directors.
The evaluation is performed by the board, nomination and remuneration committee and independent directors with specificfocus on the performance and effective functioning of the Board and individual directors. In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017, the Company adopted the criteria recommended by the SEBI. Theperformance evaluation of the chairman and non-independent directors were also carried out by the independent directors.The performance of the directors, the board as a whole and committee of the board were found to be satisfactory.
During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based onthe criteria, framework and questionnaires approved by the Nomination and Remuneration Committee and the Board. Thedetails of the performance evaluation exercise conducted by the Company are set out in the Corporate Governance Report.
There was no change in the nature of business of the Company during the FY ended March 31,2025.
In terms of the requirements under the Act and SEBI Listing Regulations, the Company has in place a Nomination &Remuneration Policy, inter-alia, detailing the director's appointment, remuneration, criteria for determining qualifications,attributes, independence of a director and other matters. The remuneration paid to the Directors, Key Managerial Personnel andSenior Management is as per the Nomination & Remuneration Policy of your Company. The said Nomination & RemunerationPolicy which can be accessed on the Company web link: https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20the%20LODR/13.%20Nomination%20and%20Remuneration%2QPolicy.pdf? t=1676711629.
In accordance with the provisions of Section 134(5) (c) of the Act and based on the information provided by the management,the Directors state that:
a) in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards havebeen followed along with proper explanation relating to material departures, if any;
b) the directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 thefinancial year on March 31,2025 and of the profit of the Company for the year under review;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
During the FY 2024-2025, 5 (Five) meetings of the Board of Directors of the Company were held and the details of Board andCommittee meetings held are provided in the Report on Corporate Governance, which forms part of this report.
The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).
The internal control framework is intended to ensure proper safeguarding of assets, maintaining proper accounting recordsand providing reliable financial information and other data. This system is accompanied by internal audit, reviewed by themanagement and performed as per documented policies, guidelines and procedures.
The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conductingbusiness transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere toprocedures, guidelines and regulations as applicable in a transparent manner. The internal audit department of the Companycarries out the internal audit of the Company operations and reports its finding to the audit committee.
In this process, the internal audit also evaluates the functioning and quality of internal controls and provides assurance of itsadequacy and effectiveness through periodic reporting. The internal audit is carried out as per risk based internal audit planwhich is reviewed by the audit committee of the Company.
The committee periodically reviews the findings and suggestions for improvement and is apprised of the implementationstatus in respect of the actionable items.
There are no material changes and commitments affecting the financial position of the Company which occurred betweenthe financial year ended March 31,2025 to which the financial statements relates and the date of signing of this report.
The Company has not accepted any deposits from the public in terms of Section 73 and 74 and Chapter V of the Act read withthe Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.
Pursuant to provision of the Section 186 of the Act,the details of loans and investment have been disclosed in notes to thefinancial statements.
The Company has only one subsidiary as on March 31,2025. There are no associates or joint venture companies within themeaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129 (3) of the Act, the statement containing salient features of the financial statementsand performance of subsidiary and its contribution to the overall performance of the Company during the period is attachedwith the audited financial statements in form AOC-1 forms part of this directors' report (Annexure - 1). The audited financialstatements of subsidiary have also been placed on the website of the Company at www.lincolnpharma.com.
During the year under review, no companies became or ceased to be the subsidiary, joint ventures or associate companies ofthe company.
The Company has taken adequate insurance to cover the risks to its directors, senior key managerial personnel, employees,property (land and buildings), plant, equipment and other assets.
The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risksassociated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. TheCompany understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fullycommitted to identify and mitigate the risks in the business. The identification of risks by Internal Audit Department is done atstrategic, business and operational levels and the risk management process of the Company focuses mainly on five elements,viz. (i) Risk Identification (ii) Risk Assessment (iii) Risk Monitoring (iv) Risk Mitigation ; (v) Risk Reporting.
The Company has a risk management policy consistent with the provisions of the Act and the SEBI Listing Regulations. The RiskManagement committee is responsible for assisting the board in understanding existing risks and reviewing the mitigationand elimination plans for those. The major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The audit committee is also looking after the area of financial risks andcontrols. The said policy and constitution of the committee is available on the website of Company and can be accessedat company web link: https://www.lincolnpharma.com/Investor/Other%20Policies/5.%20Risk%20Management%20Policy.pdf? t=1691127263 .
All related party transactions are entered into only after receiving prior approval from the Audit Committee. Omnibusapprovals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactionsentered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying thenature, value and terms of the transaction.
During the year under review, the Company has entered into transactions with related parties as defined under Section 2(76)of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI Listing Regulations and applicableaccounting standards, which were in the ordinary course of business and on arms' length basis and in accordance with thepolicy on related party transactions of the Company. During the year, there was no material transaction with any related
parties as per the related party transactions policy of the Company and/or any other related party transaction entered into bythe Company that requires disclosure in Form AOC-2, hence, disclosure in Form AOC-2 is not applicable to the Company.
The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes tothe financial statements provided in this Annual Report.
In terms of Regulation 23 (9) of the SEBI Listing Regulations, the Company has submitted related party transaction withinprescribed time limit with the stock exchange(s) for the each half year. The policy on related party transactions is placed onthe Company's website at https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20the%20LODR/6.%20Policy%20on%20Related%20Party%20Transactions.pdf
The Company has adopted a CSR Policy in compliance with the provisions of the Act inter alia to give directions and assistanceto the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Planand also monitors the progress of the CSR activities. The Company has spent ' 186.26 Lakhs towards the CSR projects for theFinancial Year 2024-25. The Company believes in undertaking business in a way that will lead to overall development of allstakeholders and society. The projects have been continuously monitored by the Board on a timely basis.
In accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014the report on CSR activities along with its annexure as forms part of this directors' report (Annexure - 2).
Lincoln has consistently focused on providing its employees a work environment that promotes diversity and inclusion, freeof any discrimination. It has a robust employee engagement policy that helps it develop and retain a highly motivated team.
Your Company continued to build sustenance around various aspects of employee work life as well as organic ways ofenhancing its image as an employer of choice.
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of theCompanies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil MechanismFramework ("Framework"), policy for directors and employees to report genuine concerns has been implemented. The policysafeguards whistleblowers' rights to report concerns or grievances and provides direct access to the chairman of the auditcommittee.
The said policy is available on the website of the Company and can be accessed at https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20the%20LQDR/5.%20Details%20of%20establishment%20of%20Whistle%20Blower%20Policy.pdf.
The Company is committed to provide a safe and secure working environment for all employees and create ambience inwhich all employees can work together without any apprehension of sexual harassment.
In accordance with the requirements of the sexual harassment of women at workplace (prevention, prohibition & redressal)Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formulated and implemented a policy which mandatesno tolerance against any conduct amounting to sexual harassment of women at workplace. During the year under review,the Company has not received any complaint under the policy. Appropriate reporting mechanisms are in place for ensuringprotection against Sexual Harassment and the right to work with dignity.
Details of the complaints received during the year under review under POSH Policy are as under:
A.
Number of complaints of sexual harassment received in the year
NIL
B.
Number of complaints disposed off during the year
C.
Number of cases pending for more than ninety days
The above said policy is available on the website of the Company and can be accessed at https://www.lincolnpharma.
com/Investor/Other%20Policies/7.%20Policy%20on%20prevention%20of%20sexual%20harassment%20(POSH).PDF?
t=1723780099.
31. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, as forms part of this directors' report (Annexure - 3). The informationrequired under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso toSection 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Anyshareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.
32. AUDITORS AND AUDITORS' REPORT:
A. STATUTORY AUDITORS:
M/s. Samir M. Shah & Associates, Chartered Accountants (Firm Registration No.: 122377W) have been appointed asthe Statutory Auditors of the Company for a term of five years until the conclusion of 33rd Annual General Meetingof the Company. The Auditors fulfil the eligibility and qualification norms as prescribed under the Act, the CharteredAccountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuingquarterly Limited Review reports.
The Auditor's Report on the standalone and consolidated financial statements of the Company for the year ended 31stMarch, 2025 forms part of this Annual Report and there are no qualifications, reservations, adverse remarks or disclaimermade by the statutory auditors in their report.
B. COST AUDITOR:
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 asamended from time to time, your Company is required to maintain cost records for few of its products and accordingly,such accounts are made and records have been maintained by the Company.
The board of directors on the recommendation of the audit committee, appointed M/s. Kiran J. Mehta & Co., CostAccountants (Firm Registration Number 000025), as the cost auditors of the Company to audit the cost records for thefinancial year ended on March 31,2025 as per Section 148 of the Act. M/s.Kiran J. Mehta & Co., Cost Accountants haveconfirmed that their appointment is within the limits of Section 141 (3) (g) of the Act and have also certified that theyare free from any disqualifications specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141(4) of the Act.
As per the provisions of the Act, the remuneration payable to the cost auditor is required to be placed before themembers in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for theremuneration payable to M/s. Kiran J. Mehta & Co., cost auditors forms part of the notice convening the AGM.
Relevant cost audit report for the year 2023-24 was submitted to the Central Government within stipulated time andwas free from any qualification or adverse remarks.
C. SECRETARIAL AUDITOR:
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meetingheld on August 07, 2025, based on recommendation of the Audit Committee, has approved the appointment of AnkitSethi & Associates, Practising Company Secretary, a peer reviewed firm Certificate of Practice no: 11089 as SecretarialAuditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject toapproval of the Members at the ensuing AGM.
As required by Section 204 of the Act, read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Board has appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries(Certificate of Practice Number: 16942) to conduct Secretarial Audit for the Financial Year 2024-25. The Reportof the Secretarial Audit in Form MR - 3 for the financial year ended on March 31, 2025, is annexed to this Report(Annexure - 4).
a) ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019, Company has undertaken an auditfor the financial year ended March 31, 2025 for all applicable SEBI Regulations and circulars / guidelines issuedthereunder. The annual secretarial compliance report issued by M/S Vishwas Sharma & Associates, PracticingCompany Secretaries have been submitted to the stock exchanges within prescribed time limit.
COMMENT OF BOARD ON ANNUAL SECRETARIAL COMPLIANCE REPORTS' OBSERVATIONS:
With respect to the observations of the Annual Secretarial Compliance Reports':
The company has delayed complied with Regulation 30 read with sub para 15 (a) of Para A of Part A of Schedule III ofSEBI (LODR) Regulations, 2015 in submitting intimation of Investors' meet upon which cautionary letter issued from BSEand NSE Limited.
The Company has taken the letter on record seriously and had placed the said mail received from Stock Exchangesbefore the Board of Directors. Company will be more cautious in future for ensuring compliances of applicable SEBILaws.
33. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the statutory auditors, cost auditors and secretarial auditor have not reported any instances offrauds committed in the Company by its officers or employees to the audit committee under Section 143 (12) of the Act.
34. MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OFTHE ACT:
Pursuant to Section 148 (1) of the Act, read with the Companies (Cost Records and Audit) (Amendment) Rules, 2014, the costaudit records maintained by the Company in respect of drug and pharmaceuticals products of the Company are required tobe audited by a cost accountant.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016:
During the financial year ended on March 31, 2025, there is no application made or any proceeding pending under theInsolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions.Hence, the difference in valuation does not arise.
37. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TOTHE MATERNITY BENEFITS ACT, 1961.
During the year under the review, the Company has complied with all the provisions relating to the Maternity Benefits Act,1961.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to the Regulation 34 (2) (f) read with Regulation 3(2) of SEBI (LODR) of the SEBI Listing Regulations, disclosure onBusiness Responsibility and Sustainability Report is not applicable to the Company for the financial year 2024-25.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo asrequired under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 forms part of thisReport (Annexure - 5).
40. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor andReport Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connectedpersons and their immediate relatives, who are expected to have access to unpublished price sensitive information relatingto the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information (UPSI)' in compliance with the PIT Regulations. The aforesaid codes are available on the websiteof the Company and can be accessed at https://www.lincolnpharma.com/Investor/Other%20Policies/6.%20Policy%20on%20Code%20of%20Practices%20and%20Procedures%20for%20Fair%20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf? t=1691566912
Pursuant to provision of Section 92 (3) read with Section 134 (3) (a) of the Act, the annual return as on March 31, 2025is available on the website of the Company at https://www.lincolnpharma.com/Investor/Disclosures%20under%20Regulation%2046%20of%20the%20LODR/23.%20MGT-7%20Annual%20Return/Final-MGT-7-of-Lincoln-Pharma-for-the-FY-2023-24.pdf? t=1694515735
A separate section on Management Discussion and Analysis Report ("MD&A") forms part of this report as required underRegulation 34 (2) of SEBI Listing Regulations.
The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governancepractices with a view to bring about transparency in its operations and maximize shareholder's value. A separate sectionon corporate governance along with a certificate from the practicing company secretary regarding compliance with theconditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations as forms part of thisdirectors' report (Annexure -6).
The details pertaining to the composition of the audit committee are given in the report on corporate governance formingpart of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.
There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting thegoing concern status and operations of the Company in future.
The annual report including those which relate to the directors' report, management discussion and analysis report maycontain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within themeaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressedherein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affectthe Company's performance could be the demand and supply for Company's product and services, changes in governmentregulations, tax laws, forex volatility etc.
The Board of Directors acknowledges and places on record their sincere appreciation of all stakeholders, customers, vendors,banks, Central and State Governments and all other business partners, for their continued co-operation and for the excellentsupport received from them.
The Board also wishes to place on record its appreciation to the esteemed investors for showing their confidence and faith inthe management of the Company.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continuedcontribution to promote its development.
For and on behalf of the board
Managing Director Whole-Time Director
Ahmedabad, August 07, 2025 DIN: 00104706 DIN: 00104834