Your Directors are pleased to present the Forty Fifth (45^th) Annual Report along with the Audited financial statements
(standalone and consolidated) of your Company for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance (standalone and consolidated) for the year ended March 31, 2026, is
summarized below:

Note: Previous year figures have been regrouped/re-arranged wherever necessary.

2. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any
amount to Reserves.

3. THE STATE OF THE COMPANY''S AFFAIRS

The Company''s financial performance during FY 2025-26
witnessed significant growth across key parameters.

On a standalone basis, Revenue from Operations increased
by 36.04% to ''48,877.38 lakhs from ''35,929.35 lakhs in the
previous year. while Profit After Tax increased by 129.60% to
'' 4,163.23 lakhs from '' 1,813.21 lakhs. Total Comprehensive
Income stood at ''4,140.43 lakhs, registering a growth of
131.45% over the previous year.

On a consolidated basis, Revenue from Operations increased
by 36.03% to ''50,095.47 lakhs from ''36,825.67 lakhs in
the previous year. Profit After Tax increased by 127.82% to
'' 4,812.67 lakhs from ''2,112.43 lakhs. Total Comprehensive
Income for the year stood at '' 4,788.44 lakhs as compared
to '' 2,088.39 lakhs in the previous year, reflecting a growth
of 129.29%.

The substantial improvement in profitability reflects
enhanced operational performance, improved margins and
sustained growth in business operations during the year.

4. SHARE CAPITAL

During the year under review, there has been no change in
the Share Capital of the Company. The authorized share
capital of the Company, as on March 31, 2026 aggregates
'' 5,00,00,000/- (Rupees Five Crore) which is divided into
1,00,00,000 (One Crore) Equity Shares of '' 5/- each,
whereas the issued share capital of the Company comprises
of 61,78,024 equity shares of ''5/- each aggregating to
''3,08,90,120/- (Rupees Three Crore Eight Lakh Ninety
Thousand One Hundred and Twenty).

5. DIVIDEND

Your Directors recommend dividend of '' 1.75 per fully paid
up equity share of '' 5/- each aggregating to '' 108.12 lakh.

The dividend is subject to approval of shareholders at the
ensuing Annual General Meeting (AGM). The dividend, if
approved by the shareholders, would involve a cash outflow
of up to '' 108.12 lakh.

In terms of Regulation 43A of the SEBI Listing Regulations,
the Dividend Distribution Policy, is available on the Company''s
website and can be accessed athttps://nglfinechem.com/
wp-content/uploads/2026/04/dividend-distribution-policy.
pdf

6. FUTURE PROSPECTS

The Company remains focused on strengthening its position
in the animal health API segment while steadily expanding its
product range across various therapeutic categories. During
the recent period, demand recovery has been visible across
key markets including Latin America, West Asia, Europe and
the domestic market, although product realisations have
continued to remain under pressure.

The Company''s ongoing capital expenditure programme
is expected to be an important driver of future growth.
Management indicated that project completion and
commissioning are targeted for Q2FY27. Subject to
successful regulatory audits, commercial production
from the new facilities is expected to begin in the second
half of the following financial year with a gradual ramp-up
through FY28. These investments are intended to enhance
manufacturing capacity, support pipeline products, and
improve the Company''s ability to address growing customer
requirements.

The Company also benefits from established strengths
including leadership in veterinary APIs, a broad customer
base, wide range of APIs offered, strong in-house
manufacturing and backward integration, and longstanding

relationships with several leading global animal healthcare
companies. With these strengths, along with brownfield and
greenfield expansion initiatives, the management believes
the Company is well positioned to leverage new capacities
and drive its next phase of growth, while remaining watchful
of market conditions, pricing pressures, regulatory timelines
and broader macroeconomic uncertainties.

7. THE CHANGE IN THE NATURE OF BUSINESS,
IF ANY

During the year, Company did not undergo any change in
the nature of its business. Further there was no significant
change in the nature of business carried on by its subsidiaries.

8. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

Pursuant to Section 124 of the Act, the dividends that are
unclaimed for a period of seven years shall be transferred
to the Investor Education and Protection Fund ("IEPF").
Shares on which the dividend remains unclaimed for seven
consecutive years shall also be transferred to IEPF.

During the financial year under review, there were no amounts
required to be transferred to the Unpaid Dividend Account
pursuant to Section 124 of the Companies Act, 2013.

The unclaimed dividend for the financial year 2018-19
is due for transfer to IEPF on October 28, 2026. Hence,
shareholders are requested to claim their unpaid dividend
within the stipulated timelines.

9. CONSERVATION OF ENERGY-TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and outgo
as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished as Annexure A to Director''s Report.

10. STATEMENT CONCERNING

DEVELOPMENT AND IMPLEMENTATION
OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions
are systematically addressed and also discussed at the
meetings of the Risk Management Committee and the Board
of Directors of the Company. The Company has constituted
Risk Management Committee and its risk management
policy is available on the website of the companyhttps://
www.nglfinechem.com/wp-content/uploads/2026/04/risk-
management-policy.pdf

11. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been
established on values of integrity and operational excellence
and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The

Company''s internal control systems are commensurate with
the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors and their significant
audit observations and follow up actions thereon are
reported to the Audit Committee.

12. DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Company has constituted a Corporate Social
Responsibility (CSR) Committee in accordance with Section
135 of the Companies Act, 2013 read with Companies
Corporate Social Responsibility (Policy) Rules, 2014. As per
provision of Section 135 of the Companies Act, 2013 read
with Rule 8 of Companies Corporate Social Responsibility
(Policy) Rules, 2014, the Board has approved CSR Policy
and the Company has incurred expenditure towards
CSR activities, details of which are provided in attached
Annexure B to Director''s Report.

13. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to
subsidiaries has been disclosed in the financial statements
in notes 6 and 7 of the standalone financial statements.
Also Company has not given any guarantee during the year
under review.

14. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

All the related party transactions are entered on arm''s
length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially
significant related party transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict with the interest of the
Company at large or which warrants the approval of the
shareholders. The transactions are being reported in Form
AOC-2 i.e. Annexure C in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party
are provided in the Company''s financial statements (note
36) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained
for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is
presented before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the
transactions.

The Related Party Transactions Policy as approved by the
Board is uploaded on the Company''s website at https://
www.nglfinechem.com/wp-content/uploads/2026/04/rpt-
policy-2025.pdf

15. POLICY ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment
at the workplace and towards this end, has adopted a policy
in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder. All employees (permanent,
contractual, temporary, trainees) are covered under the said
policy. The Company has complied with provisions relating
to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses
complaints received on sexual harassment. During the
financial year under review, the Company has not received
any complaint of sexual harassment from any of the women
employees of the Company.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies
Act, 2013 following is the link for Annual Return 2025-2026.
https://www.nglfinechem.com/investors/annual-reports/

17. NUMBER OF BOARD MEETINGS
CONDUCTED DURING THE YEAR UNDER
REVIEW

During the financial year, the Board met four times on May
22, 2025, August 01, 2025, November 12, 2025 and
February 03, 2026.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with
Section 134(3)(c) of the Act, it is hereby confirmed that:

• in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards have been followed and there
has been no material departure;

• the Directors have selected such accounting policies
and applied them consistently and made judgements
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 on March 31, 2026 and of the profit of the
Company for the year ended on that date;

• 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;

• the Directors had prepared the annual accounts on a
going concern basis;

• 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; and

• 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.

19. DEPOSITS

The Company has neither accepted nor renewed any
deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND
REMUNERATION

The information required under section 197 of the Act
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given
as Annexure D to this report.

In terms of provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other
particulars of employees drawing remuneration in excess of
the limits set out in the said Rules, if any, forms part of the
Report.

The Nomination and Remuneration Committee of the
Company has affirmed that the remuneration is as per the
remuneration policy of the Company. The policy is available
on the company''s website:https://www.nglfinechem.com/
wp-content/uploads/2026/04/remuneration-nomination-
policy.pdf

21. CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL
Appointment:

Appointment of Mr. Sudhir Deo (DIN: 01122338) as an
Additional Director (Non-Executive Independent Director)
of the Company for a period of 5 consecutive year''s and his
appointment was approved by members in the 44^th Annual
General Meeting held on August 19, 2025.

The Board of Directors, at its meeting held on
February 3, 2026 appointed Mr. Shivam Gharat as the
Company Secretary and Compliance Officer and designated
as a Key Managerial Personnel of the Company with effect
from February 3, 2026.

Re-appointment:

Re-appointment of Mr. Rahul Nachane (DIN: 00223346)
as a Managing Director of the Company for a period of 3
consecutive year''s and his appointment was approved by
members in their 44^th Annual General Meeting held on
August 19, 2025.

Cessation:

Mr. Jayaram Sitaram (DIN: 00103676) ceased to be a
Non-Executive Independent Director of the Company
w.e.f August 4, 2025 on completion of his second term as
Independent Director of the Company.

Mrs. Pallavi Pednekar resigned from the position of Company
Secretary and Compliance Officer (KMP) of the Company
with effect from January 23, 2026, to pursue other career
opportunities.

The Board placed on record its sense of deep appreciation
and gratitude for the invaluable contributions rendered by
them during their tenure.

Retire by Rotation:

In accordance with the provisions of Section 152(6) of
the Companies Act, 2013, the members of the Company
at the 44^th Annual General Meeting re-appointed Mrs. Ajita
Nachane (00279241) Non-Executive Non-Independent
Director, who was subject to retire by rotation.

22. ATTRIBUTES, QUALIFICATIONS &
INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors
have approved a Policyhttps://www.nglfinechem.com/
images/pdf/terms-and-condition-of-appointment-of-
independent-director.pdf for Selection, Appointment and
Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient
to attract, retain and motivate Directors, KMP and senior
management employees and the Directors appointed shall
be of high integrity with relevant expertise and experience
so as to have diverse Board and the Policy also lays down
the positive attributes/criteria while recommending the
candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT
DIRECTORS

The Independent Directors have submitted disclosures
to the Board that they fulfill all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 so as to qualify
themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant
SEBI Listing Regulations.

24. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent
Directors with the pharmaceutical industry scenario, the
socio-economic environment in which the Company
operates, the business model, the operational and financial
performance of the Company, significant developments so
as to enable them to take well informed decisions in a timely
manner. The familiarization program also seeks to update
the Directors on the roles, responsibilities, rights and duties
under the Act and other statutes. The policy on Company''s
familiarization program for Independent Directors is posted
on Company''s website athttps://www.nglfinechem.com/
investors/corporate-governance/.

25. CREDIT RATING

During the year under review, CRISIL Ratings assigned/
reaffirmed the Company''s credit ratings for its bank facilities.
Vide its letter dated June 27, 2025, CRISIL assigned a long¬
term rating of CRISIL BBB /Negative and reaffirmed the
short-term rating at CRISIL A2.

Subsequently, CRISIL Ratings, vide its letter dated March 12,
2026, revised the outlook on the Company''s long-term bank
loan facilities from ''Negative'' to ''Stable'' while reaffirming the
long-term rating at CRISIL BBB . The short-term rating was
also reaffirmed at CRISIL A2.

During the year under review, ICRA Limited, vide its rating
letter dated March 30, 2026, reaffirmed the Company''s
long-term credit rating at [ICRA]BBB (Stable) and short¬
term credit rating at [ICRA] A2 for its bank facilities, with no
change in the ratings.

26. STATUTORY AUDITORS

The Members of the Company at their 41^st Annual
General Meeting held on Thursday, June 30, 2022 on
the recommendation of Audit Committee re-appointed
M/s. Manek & Associates, Chartered Accountants
(FRN: 0126679W) as Statutory Auditors of your Company
for a period of 5 consecutive years from the conclusion
of 41^st Annual General Meeting till the conclusion of 46^th
Annual General Meeting to be held in the year 2027.

The company has not proposed an Ordinary Resolution
for ratification of appointment of Statutory Auditor for
the Financial Year 2025-2026 because pursuant to the
Companies (Amendment) Act, 2017, the same is omitted
with effect from May 7, 2018.

27. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of
Directors of the Company at its meeting held on May 21,
2026 has appointed Mr. Kamal Dharewa from M/s. KD Practice
Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as
internal auditors for financial year 2026-27.

28. SECRETARIAL AUDITORS

Pursuant to section 204 of the Act, read with the rule made
thereunder and Regulation 24A of SEBI Listing Regulations,
M/s. HSPN & Associates LLP, Company Secretaries,
as Secretarial Auditors (Peer reviewed certificate no.
6035/2024) were appointed as a Secretarial Auditor to
undertake the Secretarial Audit of your Company for the first
term of five consecutive years from financial year 2025-26
to financial year 2029-30. Hemant Shetye has confirmed
that he is not disqualified to continue as a Secretarial Auditor
and is eligible to hold office as Secretarial Auditor of your
Company.

Further, the Secretarial Audit Report issued by M/s. HSPN
& Associates LLP, Company Secretaries for the financial
year 2025-2026 is annexed herewith and forms part of this
report as Annexure E.

In accordance with the provision of Regulation 24A of the
Listing Regulations, Secretarial Audit of material unlisted
subsidiary of the Company namely, Macrotech Polychem
Private Limited, was undertaken by M/s. HSPN & Associates
LLP, Company Secretaries, Mumbai and the Secretarial
Audit Reports issued by them are provided as Annexure F
respectively to this Report. The Secretarial Audit Reports for
these material unlisted Indian subsidiaries does not contain
any qualification, reservation or adverse remark.

29. COST AUDITORS AND COST RECORDS

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject to
audit by M/s. Sanghavi Randeria & Associates, Cost Auditors
of the Company for Financial Year 2025-26.

The Board has re-appointed M/s. Sanghavi Randeria &
Associates, Cost Auditors of your Company to conduct cost
audit for the FY 2026-27. A resolution seeking approval of
the Shareholders for ratifying the remuneration payable to
the Cost Auditors for financial year 2026-27 is provided in
the Notice of the ensuing AGM.

30. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE
BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors'' Report does not contain any
qualifications, reservations or adverse remarks.

31. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the
year under review, as stipulated under regulation 34(3) and
Part B of schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as
Annexure G to this Annual Report.

32. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest
standards of Corporate Governance and adhering to the
Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate
Governance as stipulated under regulation 34 (3) and Part
C of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual
Report. The Certificate from the practicing Company
Secretary confirming compliance with the conditions of
Corporate Governance as stipulated under regulation 34 (3)
and Part E of Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is also
published in this Annual Report as Annexure H.

33. SUBSIDIARY, JOINT VENTURES AND
ASSOCIATE COMPANIES

Macrotech Polychem Private Limited is a wholly owned
subsidiary of the Company. During the year under review,
the said Company qualified as a material subsidiary in terms

of Regulation 16(1)(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as its turnover
in the immediately preceding financial year exceeded
10% of the consolidated turnover of the Company and its
subsidiaries.

During the year, the Board of Directors reviewed the affairs
of the subsidiaries. In accordance with Section 129(3) of
the Companies Act, 2013, we have prepared consolidated
financial statements of the Company and all its subsidiaries,
which form part of the Annual Report.

The Audited Annual Accounts and related information of
the Company''s Subsidiary will be made available upon
request. The Subsidiary Companies Audited Accounts
are available on the Company''s Website:https://www.
nglfinechem.com/investors/annual-reports/

34. VIGIL MECHANISM

The Company has established a vigil mechanism policy to
oversee the genuine concerns expressed by the employees
and other Directors. The Company has also provided
adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also
provided direct access to Mr. Rahul Nachane, Chief Ethics
Counsellor on reporting issues concerning the interests
of co-employees and the Company. The Vigil Mechanism
Policy is available at the website of the Company:https://
www.nglfinechem.com/wp-content/uploads/2026/04/
vigil-mechanism-policy.pdf

35. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory
Auditors and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section
143(12) of the Act, details of which needs to be mentioned
in this Report.

36. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and SEBI Listing Regulations, your Company has devised
a policy containing criteria for evaluating the performance
of the Executive, Non-Executive and Independent Non¬
Executive Directors, Key Managerial Personnel, Board and
its Committees based on the recommendation of the
Nomination & Remuneration Committee. Feedback was
sought by way of a structured questionnaire covering various
aspects of the Board''s functioning, such as adequacy of the
composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations,
and governance. The manner in which the evaluation has
been carried out is explained in the Corporate Governance
Report, forming part of this Annual Report.

The Board of Directors carried out an annual evaluation of
its own performance, of the Committees of the Board and
of the individual directors including Independent Directors,
pursuant to the provisions of the Companies Act, 2013 and
SEBI Listing Regulations.

Performance evaluation was carried out based on criteria
evolved, as provided by the guidance note on board
evaluation issued by Securities and Exchange Board of

India, seeking inputs from the Directors individually and
the Committees through a structured questionnaire which
provides valuable feedback for contribution to the Board,
improving Board effectiveness, maximizing strengths for
further improvement.

In a separate meeting of the Independent Directors,
performance of the Chairman, non-independent directors
and the Board was evaluated taking into account the views of
the non-independent directors and the same was discussed
in the Board meeting.

Performance evaluation of independent directors is done by
the entire Board of Directors (excluding the Directors being
evaluated). The meeting details of the independent directors
are provided in the Corporate Governance Report that forms
part of this Report.

The Board of Directors of your Company expressed
satisfaction about the transparency in terms of disclosures,
maintaining higher governance standards and updating
the Independent Directors on key topics impacting the
Company.

37. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There have been no material changes and commitments,
affecting the financial position of the Company, which have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.

38. THE DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders
passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in
future.

39. COMMITTEES OF THE BOARD

There are currently seven Committees of the Board, as
follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Committee of Independent Directors

• Corporate Social Responsibility Committee

• Administrative Committee

Details of all the Committees, composition and meetings
held during the year, are provided in the "Report on Corporate
Governance", a part of this Annual Report.

40. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia,
provides that the Annual Report of the top 1000 listed
entities based on market capitalization, should mandatorily
include a Business Responsibility & Sustainability Report
("BRSR") from financial year 2022-23 onwards.

Although the Company has not been among the top 1,000
listed entities based on market capitalisation during financial
year 2025-26, it continues to comply with the applicable
Business Responsibility and Sustainability Report (BRSR)
reporting requirements under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Further, in line with the SEBI listing requirements, your
Company has included BRSR as part of this Report for
the financial year 2025-26, as Annexure I, describing the
initiatives taken by the Company from an environmental,
social and governance perspective.

The BRSR for the financial year 2025-2026 has also been
hosted on the Company''s website, which can be accessed at
https://www.nglfinechem.com/

41. OTHER DISCLOSURES

The company does not have any Employees Stock Option
Scheme in force and hence particulars are not furnished, as
the same are not applicable.

No proceedings against the Company is initiated or pending
under the Insolvency and Bankruptcy Code, 2016.

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 Financial Institutions
along with the reasons thereof - Not Applicable.

42. POLICIES

The Company seeks to promote highest levels of ethical
standards in the normal business transactions guided by the
value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation
of certain policies for listed companies. The Policies are
reviewed periodically by the Board and are updated based
on the need and compliance as per the applicable laws and
rules and as amended from time to time. The policies are
available on the website of the Company athttps://www.
nglfinechem.com/investors/corporate-governance/

43. COMPLIANCE OF APPLICABLE
SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has
complied with the necessary provisions of the revised
Secretarial Standard 1 and Secretarial Standard 2 to the
extent applicable to the Company.

44. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the
marketplace and a good reputation are among the primary
determinants of value to the shareholder. The organizational
vision is founded on the principles of good governance and
delivering leading-edge products backed with dependable
after sales services. Following the vision your Company is
committed to creating and maximizing long-term value for
shareholders.

45. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management
Discussion & Analysis describing the Company''s objectives,
expectations or forecasts may be forward looking within

the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed
in the statement. Important factors that could influence
the Company''s operation include global and domestic
demand and supply conditions affecting selling prices of
raw materials, finished goods, input availability and prices,
changes in government regulations, tax laws, economic
developments within and outside the country and various
other factor.

46. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere
appreciation and gratitude for the continued co-operation
extended by shareholders, employees, customers, banks,
suppliers and other business associates.

For and on behalf of the Board of Directors
NGL Fine-Chem Limited

Rahul Nachane Rajesh Lawande

Managing Director Whole-Time Director & CFO

DIN:00223346 DIN:00327301

Date: May 21, 2026
Place: Mumbai

The Board of Directors are pleased to present the Company''s Forty Fourth Annual Report and the Company''s audited financial statements (consolidated and standalone) for the financial year ended 31^st March 2025.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March 2025 are as follows:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your company achieved total revenue from operations of C3,59,29.35 lakh (previous year C3,28,97.29 lakh) resulting in increase of 9.22% over the previous year. The profit after tax (including other comprehensive income) is at C 17,89.98 lakh (previous year C 3836.62 lakh resulting in decrease of 53.34%.

The growth in sales has been primarily driven by higher volumes, indicating strong demand for the company''s products. However, it is noteworthy that while volumes have improved, the per unit realization for some products has declined, suggesting a pricing pressure or a shift in product mix towards lower-priced items. Despite this, the overall sales increase demonstrates the company''s operational strength and market reach.

4. SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. The authorized share capital of the Company, as on 31^st March, 2025 aggregates C 5,00,00,000/- (Rupees Five Crore) which is divided into 1,00,00,000 (One Crore) Equity Shares of C 5/- each, whereas the issued share capital of the Company comprises of 61,78,024 equity shares of C 5/- each aggregating to C3,08,90,120/- (Rupees Three Crore Eight Lakh Ninety Thousand One Hundred and Twenty).

5. DIVIDEND

Your directors recommend dividend of C1.75 per fully paid up equity share of C 5/- each per fully paid up equity share aggregating to C 108.12 lakh.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the top 1000 listed entities based

on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https://www.nglfinechem.com/images/pdf/dividend-distribution-policy.pdf

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

7. FUTURE PROSPECTS

The greenfield expansion at Tarapur is under erection. The company commissioned a part of Phase I of the expansion project in March 2025. The entire expansion is scheduled for completion by January 2026.

Demand in the veterinary API (Active Pharmaceutical Ingredient) sector continues to exhibit a positive trend, although the growth rate has moderated compared to previous years. This deceleration may be attributed to market normalization post-pandemic, inventory adjustments across the supply chain, and evolving regulatory dynamics in key export markets. Despite persistent pricing pressures across several product categories, there are encouraging signs of demand recovery. This rebound in demand offers a promising opportunity for volume-led growth in the current financial year, which the company aims to leverage through strategic initiatives.

I n response to these market conditions, the company is actively working on expanding its product portfolio, with a focus on adding new high-demand APIs to cater to a broader customer base. Simultaneously, significant efforts are being directed towards streamlining production processes and improving operational efficiency. These measures are aimed at optimizing manufacturing costs, enhancing margins, and strengthening the company''s competitive position in both domestic and international markets. Together, these initiatives position the company to navigate

current challenges while building a foundation for sustainable growth.

8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf

12. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with

Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which are provided in attached Annexure B to Director''s Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 6 and 7 of the standalone financial statements. Also Company has not given any guarantee during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 36) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https://www.nglfinechem.com/images/pdf/rpt-policy-2025.pdf

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee

under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2024-2025.

https://www.nglfinechem.com/images/pdf/form-

mgt-7.pdf

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met four times on 21^st May, 2024, 12^th August, 2024, 8^th November, 2025 and 7^th February, 2025.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm that:

¦ in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

¦ the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period:

¦ 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;

¦ the Directors had prepared the annual accounts on a going concern basis;

¦ 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: and

¦ 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.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 21^st May, 2025 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website:

https://www.nglfinechem.com/images/pdf/

remuneration-nomination-policy.pdf

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

I n accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 43^rd Annual General Meeting reappointed Mr. Rajesh Lawande (DIN: 00327301) Whole-Time Director, who was subject to retire by rotation.

I n accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Ajita Nachane (00279241) Non-Executive Non-Independent Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her re-appointment. The board has on the recommendation of Nomination & Remuneration Committee approved the re-appointment of Mr. Rahul Nachane, as Managing Director for 3 consecutive years, and Appointment of Mr. Sudhir Deo, as an Independent Director for 5 consecutive years subject to approval of members in the ensuing Annual General Meeting.

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://www. nglfinechem.com/images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf

for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16( 1 )(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at https:// www.nglfinechem.com/images/pdf/details-familarisation-program-2025.pdf

26. CREDIT RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded “SME 1” indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB /Stable (Reaffirmed) and short-term rating is Crisil A2 (Reaffirmed). The company has also been rated by ICRA Ltd for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.

27. STATUTORY AUDITORS

The Members of the Company at their 41^st Annual General Meeting held on Thursday, 30^th June, 2022 on the recommendation of Audit Committee re-appointed M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting to be held in the year 2027.

The company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the Financial Year 2025-2026 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 7^th May, 2018.

28. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 22^nd May, 2025 has appointed Mr. Kamal Dharewa from M/s. KD Practice Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as internal auditors for financial year 2025-26.

34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Company''s Registered Office. The Subsidiary Companies Audited Accounts are available on the Company''s Website:

https://www.nglfinechem.com/images/pdf/audit-

financial-report-31^st-march-2025.pdf

35. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: https://www.nglfinechem. com/images/pdf/vigil-mechanism-policy.pdf

36. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

37. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards

and updating the Independent Directors on key topics impacting the Company.

38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

Company and its promoters has received a Show Cause Notice dated 29^th December, 2023 from SEBI for incorrect disclosures in shareholding pattern for the quarters from December 2002 to June, 2019 and making incorrect disclosures as required under regulation 30(1) of SAST regulation as required by Promoters and Promoter Group of the Company. Company had filed a settlement application as per SEBI (Settlement Proceedings) Regulations, 2018 to Show Cause Notice issued by SEBI. Pursuant to SEBI settlement order dated 28^th January, 2025, the Company has paid C54,42,360/- and promoters and promoter group company have paid C12,59,700/- each towards settlement charges.

In the year 2022-23 the Company and its Officers received a notice from Hon''ble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the Financial Year 2014-15. The management is of the opinion that there is no non-compliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.

40. COMMITTEES OF THE BOARD

There are currently seven Committees of the Board, as follows:

¦ Audit Committee

¦ Corporate Social Responsibility Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders'' Relationship Committee

¦ Risk Management Committee

¦ Administrative Committee

¦ Internal Complaint Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report (“BRSR”) from financial year 202223 onwards. The Company is not in Top 1000 list for last 3 years.

Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2024-25, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2024-2025 has also been hosted on the Company''s website, which can be accessed at https://www.nglfinechem.com/images/ pdfZbrsr-2025.pdf

42. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

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 Financial Institutions along with the reasons thereof -Not Applicable.

43. COST RECORDS AND COST AUDIT

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was applicable for the business activities carried out by the Company for the financial 2024-25. Accordingly, such accounts and records are made and maintained by the Company for the said period.

44. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7

45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

46. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.

47. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

48. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

The Board of Directors are pleased to present the Company’s Forty Third Annual Report and the Company’s audited financial statements (consolidated and standalone) for the financial year ended 31^st March, 2024.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March, 2024 are as follows:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your company achieved total revenue from operations of '' 32,897.29 Lakh (previous year '' 27,505.25 Lakh) resulting in increase of 19.60% over the previous year. The profit after tax (including other comprehensive income) is at '' 3,836.62 Lakh (previous year '' 2,003.68 Lakh resulting in increase of 91.48%.

Demand for the Company’s products has recovered during the current year, which is reflected in the sales growth. Various issues faced during the prior year such as de-stocking of inventories by customers, recessionary trends, etc. have been resolved. However geo-political issues continue along with foreign exchange scarcities in certain economies which affects the ability to buy for some customers.

4. SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. The authorised share capital of the Company, as on 31^st March, 2024 aggregates '' 5,00,00,000/- (Rupees Five Crores) which is divided into 1,00,00,000 (One Crore) Equity Shares of '' 5/- each, whereas the issued share capital of the Company comprises of 61,78,024 equity shares of '' 5/- each aggregating to '' 3,08,90,120 /- (Rupees Three Crores Eight Lakhs Ninety Thousand One Hundred and Twenty).

5. DIVIDEND

Your directors recommend dividend of '' 1.75 per fully paid up equity share of '' 5/- each per fully paid up equity share aggregating to '' 108.12 Lakh.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the top 1,000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company’s website at https://www.nglfinechem.com/images/pdf/dividend-distribution-p22.pdf

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

7. FUTURE PROSPECTS

The greenfield expansion at Tarapur is under erection. While the investment had been slowed down in the previous year, the recovery in demand for the Company’s products has given rise to accelerate the pace of erection and installation Civil work has been largely completed for the entire plant though machinery installation will proceed in planned phases to spread the capital expenditure over the next eighteen months. Demand recovery was seen during the current year though price realisations were lower as compared to

earlier years. Demand volume growth funnelled the increase in sales during the current year. API demand in the veterinary sector continues to demonstrate positive signals in view of the expanding livestock industry, focus on preventive care, digital transformation and telemedicine, rising pet ownership and spending and market expansion and penetration. The outlook for the coming years is positive and the Company hopes to utilise the opportunities offered.

8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directors’ Report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf

12. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which are provided in attached Annexure B to Directors’ Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 5 and 6 of the standalone financial statements. Also, Company has not given any guarantee during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements (note 36) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee

on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at https://www.nglfinechem.com/images/pdf/related-party-transaction-policy-dec-2021.pdf

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2023-2024.

https://www.nglfinechem.com/images/pdf/ngl-mgt-7.

pdf

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met five times on 15^th May, 2023, 4^th August, 2023, 10^th November, 2023, 12^th February, 2024 and 18^th March, 2024.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2024, and that of the profit of the Company for the year ended on that date.

• 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 17^th May, 2024 that the remuneration is as per the remuneration policy of the Company. The policy is available on the Company’s website: https://www.nglfinechem.com/ images/pdf/remuneration-nomination-policy.pdf

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Dhananjay Mungale (DIN: 00007563) is appointed as Additional Non-Executive Independent Director of the Company w.e.f 18^th March, 2024 and his appointment has been ratified by members by passing special resolution through postal ballot dated 20^th April, 2024. Mr Milind Shinde (DIN: 01593560) on completing his 2^nd term as Independent Director of the Company, ceased to be an Independent Director of the Company from 31^st March, 2024.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 42^nd Annual General Meeting re-appointed Mrs Ajita Nachane (DIN: 00279241) Non-Executive Non-Independent Director, who was subject to retire by rotation.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr Rajesh Lawande (00327301) Whole-Time Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend his re-appointment.

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://www.nglfinechem.com/ images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation program also seeks to update the Directors on the roles, responsibilities,

rights and duties under the Act and other statutes. The policy on Company’s familiarisation program for Independent Directors is posted on Company’s website at https://www.nglfinechem.com/images/pdf/details-familarisation-programmee-2024.pdf

26. CREDIT RATING

The Company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SME 1" indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB / Stable (Reaffirmed) and short-term rating is Crisil A2 (Reaffirmed). The Company has also been rated by ICRA Ltd for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.

27. STATUTORY AUDITORS

The Members of the Company at their 41^st Annual General Meeting held on Thursday, 30^th June, 2022 on the recommendation of Audit Committee re-appointed M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting to be held in the year 2027. The Company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the Financial Year 2024-2025 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 7^th May, 2018.

28. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 21^st May, 2024 has appointed Mr Kamal Dharewa from M/s. KD Practice Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as internal auditors for financial year 2024-25.

29. SECRETARIAL AUDITORS

On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 21^st May, 2024 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Secretarial Audit issued by M/s. HSPN & Associates LLP Company Secretaries for the financial year 2023-2024 is annexed herewith and forms part of this report as Annexure E.

Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.

30. COST AUDITORS

The Company has appointed M/s. Sanghavi Randeria & Associates, as Cost Auditors of the Company for the Financial Year 2024-2025.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure E which forms part of this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

33. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure F.

34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary.

The Audited Annual Accounts and related information of the Company’s Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Company’s Registered Office. The Subsidiary Companies Audited Accounts are available on the Company’s Website: https://www.nglfinechem.com/ images/pdf/audit-financial-report-31^st-march-2024. pdf

35. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to Mr Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https://www.nglfinechem. com/images/pdf/vigil-mechanism-policy.pdf

36. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

37. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards

and updating the Independent Directors on key topics impacting the Company.

38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

Company and its promoters have received a Show Cause Notice dated 29^th December, 2023 from SEBI for incorrectly disclosures in shareholding pattern for the quarters from December 2002 to June, 2019 and making incorrect disclosures as required under regulation 30(1) of SAST regulation as required promoters of the Company. Company has filed a settlement application as per SEBI (Settlement Proceedings) Regulations, 2018 to Show Cause Notice and as on the date of this report there is no further action from SEBI towards the Company.

In FY 2022-23 the Company and its Officers received a notice from Hon’ble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the Financial Year 2014-15. The management is of the opinion that there is no noncompliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.

40. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently seven Committees of the Board, as follows:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

• Administrative Committee

• Internal Complaint Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1,000 listed entities based on market capitalisation, should mandatorily include a Business Responsibility & Sustainability Report ("BRSR") from financial year 2022-23 onwards. The Company is not in Top 1,000 list for FY 2022-23 & FY 2023-24.

Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2023-24, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2023-24 has also been hosted on the Company’s website, which can be accessed at https://www.nglfinechem.com/images/ pdf/audited-financials-report-31-march-2024.pdf

42. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

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 Financial Institutions along with the reasons thereof -Not Applicable.

43. COST RECORDS AND COST AUDIT

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial year 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.

44. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7

45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

46. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

47. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

48. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

The Board of Directors are pleased to present the Company''s Forty Second Annual Report and the Company''s audited financial statements (consolidated and standalone) for the financial year ended 31^st March 2023.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March 2023 are as follows:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your company achieved total revenue from operations of '' 2,75,05.25 Lakhs (previous year '' 31,866.74 Lakhs) resulting in decrease of 13.69% over the previous year. The profit after tax (including other comprehensive income) is at '' 20,03.68 Lakhs (previous year '' 52,19.31 Lakhs resulting in decrease of 61.61%).

The current year has been challenging one coming up immediately after the end of the Covid pandemic. In view of lower demand, the turnover has also decreased. Various factors have affected the demand namely destocking after the higher stock levels during covid, recessionary trends & foreign exchange scarcities in various economies across the world have affected the ability to buy for a number of customers. However the Company has been able to weather these issues by expanding its product portfolio from 22 products to 28 during the current year.

4. SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. The authorised share capital of the Company, as on 31^st March, 2023 aggregates '' 5,00,00,000/- (Rupees Five Crores) which is divided into 1,00,00,000 (One Crores) Equity Shares of '' 5/- each., whereas the issued share capital of the Company comprises of 61,78,024 equity shares of ? 5/- each aggregating to '' 3,08,90,120 /- (Rupees Three Crores Eight Lakhs Ninety Thousand One Hundred and Twenty).

5. DIVIDEND

Your directors recommend dividend of '' 1.75 per fully paid up equity share of '' 5/- each per fully paid up equity share aggregating to '' 108.12 Lakhs.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”), the top 1000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company''s website at https://www.nglfinechem.com/images/pdf/dividend-distribution-p22.pdf

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

7. FUTURE PROSPECTS

The greenfield expansion at Tarapur is under progress though at a slower pace. A conscious decision was taken to slow it down in view of the reduced demand in the market and the spare capacity available in the Company''s plants. The time line for implementation is now extended to 2024-25. Civil work has been largely completed for the entire plant however machinery installation will proceed in planned phases to spread the capital expenditure over a further two years.

8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company https://www.nglfinechem.com/images/pdf/risk-management-policy.pdf

12. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company

has spent towards CSR activities, details of which are provided in attached Annexure B to Director''s Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 5 and 6 of the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements (note 36) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at https://www.nglfinechem.com/images/pdf/related-party-transaction-policy-dec-2021.pdf

16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee

under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

17. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2022-2023.

www.nglfinechem.com\investors\notices\MGT-7

2023

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met five times on 02^nd May, 2022, 22^nd June, 2022, 10^th August, 2022, 28^th October, 2022 and 10^th February, 2023.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2023, and that of the profit of the Company for the year ended on that date.

• 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.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 15^th May 2023 that the remuneration is as per the remuneration policy of the Company. The policy is available on the Company''s website: https://www.nglfinechem.com/ images/pdf/remuneration-nomination-policy.pdf

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr K.V Subhramaniam (DIN No: 07842700) resigned from the office of Non-Executive Independent Director of the Company w.e.f the close of business hours of 10^th August, 2022.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 41^st Annual General Meeting reappointed Mr Rajesh Lawande (DIN: 00327301) Whole -Time Director, who was subject to retire by rotation.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Ajita Nachane (00279241) Non-Executive Director is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her re-appointment.

23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://www. nglfinechem.com/images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf

for Selection, Appointment and Remuneration of

Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation Programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarisation Programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarisation Programme for Independent Directors is posted on Company''s website at https://www.nglfinechem.com/images/ pdf/details-familarisation-Programmeme-2023.pdf

26. CREDIT RATING

The Company has been rated by Crisil Limited for SME and bank rating. The SME rating has been awarded "SME 1” indicating highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB / Stable (outlook revised to stable) and short-term rating is Crisil A2 (Reaffirmed). The Company has also been rated by ICRA Limited for bank borrowing and long-term rating has been reaffirmed as BBB /Stable and has reaffirmed the short-term rating as A2.

27. STATUTORY AUDITORS

The Members of the Company at their 41 ^st Annual General Meeting held on Thursday, 30^th June, 2022 on the recommendation of Audit Committee re-appointed

M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting to be held in the year 2027. The Company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the FY 2023-2024 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from 07^th May 2018.

28. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of Directors of the Company at it''s meeting held on 15^th May, 2023 has appointed M/s. Rach & Associates, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors for FY 2023-24.

29. SECRETARIAL AUDITORS

On recommendation of the Audit Committee, the Board of Directors of the Company at it''s meeting held on 15^th May, 2023 have appointed M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the FY 2023-24 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Secretarial Audit issued by M/s. HSPN & Associates LLP, Company Secretaries for the FY 20222023 is annexed herewith and forms part of this report as Annexure E.

Secretarial Audit Report is not applicable to the Subsidiary, not being a material subsidiary.

30. Cost Auditors

For the FY 2023-24, cost audit is not applicable to the Company as the export turnover is more than 75% of the total turnover. Hence the Company has not appointed Cost Auditor.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure E which forms part of this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for

the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report.

33. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure G.

34. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. The Consolidated Financial Statements of your Company form part of this Annual Report. Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Company''s Subsidiary will be made available upon request. These documents will be available for inspection during all days expect Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the Company''s Registered Office. The Subsidiary Companies Audited Accounts are available on the Company''s Website: https://www.nglfinechem. com/images/pdf/audited financia report 31^st -march-2023.pdf

35. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to Mr Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the Company: https://www. nglfinechem.com/images/pdf/vigil-mechanism-policy.pdf

36. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

37. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.

38. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the period under review the Company received approval from National Stock Exchange of India Limited ("NSE”) for listing of its 6178024 Equity Shares of ? 5 each fully paid-up on the main board of NSE vide its letter no. NSE/LIST/83 dated 06^th July, 2022. Accordingly, the Equity Shares of the Company are listed and admitted to dealings on the NSE w.e.f. 08^th July, 2022 with symbol NGLFINE.

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

The Company has received mails from SEBI on 25^th November, 2022, 23^rd February, 2023 and 23^rd March, 2023 seeking clarification with regard to variation in Shareholding Pattern of the Company of June 2019 and September 2019. The Company have replied that PCI Ferrmone Chemicals (India) Private Limited. ("PCI”) is a promoter group company of NGL since 1997 whose shareholding in NGL was erroneously disclosed under the ''public shareholder'' category. The unintentional error was rectified by disclosing PCI under the ''promoter and promoter group'' category of NGL for the quarter ended September 2019. Post which the Shareholding Pattern is correctly showing PCI Ferrmone Chemicals (India) Private Limited under the ''promoter and promoter group'' category. As on signing of this report there was no further action from SEBI.

During the period under review the Company and its Officers received a notice from Hon''ble National Lok Adalat to answer to a charge for the offence punishable under Section 148 of the Companies Act, 2013 regarding non- submission of Cost Audit Report for the FY 2014-15. The management is of the opinion that their is no non-compliance, as the said provisions are not applicable. The management is seeking suitable legal re-course. As on date of signing of this report, there is no further action from the concerned authority.

40. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently seven Committees of the Board, as follows:

• Audit Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

• Administrative Committee

• Internal Complaint Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance”, a part of this Annual Report.

41. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalisation, should mandatorily include a Business Responsibility & Sustainability Report ("BRSR”) from FY 2022-23 onwards.

Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the FY 2022-23, as Annexure H, describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the FY 2022-2023 has also been hosted on the Company''s website, which can be accessed at https://www.nglfinechem.com/disclosures-under-regulation.html#7

42. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

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 Financial Institutions along with the reasons thereof -Not Applicable.

43. COST RECORDS AND COST AUDIT

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.

44. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www.nglfinechem.com/ disclosures-under-regulation.html#7

45. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

46. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

47. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic

developments within and outside the country and various other factors.

48. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

For and on behalf of the Board of Directors

Sd/- Sd/-

Rahul Nachane Rajesh Lawande

Managing Director Whole-Time Director & CFO

DIN: 00223346 DIN: 00327301

Mumbai, 15^th May, 2023

The Directors have pleasure in presenting the Thirty-Seventh Annual Report with the Audited Balance Sheet as on 31^st March, 2018 together with the Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31^st March 2018.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31^st March 2018 are as follows:

(In Lakhs)

*Figures for year ended 31^st March, 2017 are as per IND-AS

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIRS

During the year under review your company achieved a sale of Rs. 11,567.81 lakhs (previous year Rs. 10,647.53 lakhs) resulting in an increase of 8.64% over the previous year. The profit before tax is at Rs. 1780.28 lakhs (previous year Rs. 2281.40 lakhs) resulting in a decrease of 21.96%

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31^st March 2018.

5. FUTURE PROSPECTS

The company’s expansion project in Tarapur has been completed and trial runs have been undertaken successfully. Capacity ramp up are expected in Q2 of the current financial year. We expect to have double digit growth in sales from the new capacity roll out.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director’s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com

10. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:

- Mr. Milind Shinde Chairman

- Mr. Rajesh Lawande Member

- Mrs. Ajita Nachane Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details provided in attached Annexure B to Director’s Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in note 8 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at www.nglfinechem.com

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director’s Report. The annual Return is also available on the website of the Company. www.nglfinechem.com

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 5^th May, 2017, 28^th August, 2017, 7^th December, 2017 and 30^th January, 2018.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018, and that of the profit of the Company for the year ended on that date.

- 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.

- That the annual accounts have been prepared on a going concern basis.

- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 5^th May, 2017 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company’s website: www.nglfinechem.com

21. DIRECTORS

During the year, Mr. Dhananjay Mungale (DIN: 00007563) was appointed as an Independent Director on 28^th August, 2017, however, he resigned w.e.f 23^rd February, 2018 due to his prior commitments.

Mr. Rajesh Lawande is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend his re-appointment.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company’s familiarization programme for Independent Directors is posted on Company’s website at www.nglfinechem.com

25. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded “SME 1” u indicating Highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB/Stable and short term rating is Crisil A3 . The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/Positive and short term rating is A3 reaffirmed.

26. STATUTORY AUDITORS

The Board of Directors of your Company at its meeting held on Friday, 5^th May, 2017 appointed M/s Manek & Associates, Chartered Accountants (FRN: 126679W) as new Statutory Auditors of your Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, based on the recommendation of the Audit Committee and subject to the approval of the members.

The company has not proposed an Ordinary Resolution for ratification of Statutory Auditor for the Financial Year 2018-2019 because, pursuant to the Companies (Amendment) Act, 2017, the same is omitted w.e.f 7^th May, 2018.

27. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as Internal Auditors for financial year 2018-19.

28. SECRETARIAL AUDITORS

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2018-19 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. COST AUDITORS

During the financial year 2018-2019, cost audit is not applicable to the Company as the export turnover or the previous financial year is more than 75% of the total turnover. Hence the company has not appointed Cost Auditors.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report

31. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.

32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

33. REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure G to this report.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

- Mr. Dhananjay Mungale- Member [ From 28^th August, 2017 till 23^rd February, 2018.]

The above composition of the Audit Committee consists of Independent Directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde, Mr. Dhananjay Mungale[From 28^th August, 2017 till 23^rd February, 2018] who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year, there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future

38. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has also formed a Risk Management Committee on voluntary basis.. There are currently five Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

- Risk Management Committee

- Administrative Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

39. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

40. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.nalfinechem.com

41. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision, your Company is committed to creating and maximizing Long-term value for shareholders.

42. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

43. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, the Government, Banks, suppliers and other business associates.

For and on behalf of the Board of Directors

Sd/-

Milind Shinde

Chairman

Mumbai, 18^th May, 2018

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty Sixth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2017.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2017 are as follows:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIRS

During the year under review your company achieved a sale of Rs. 10015.39 lakhs (previous year Rs. 9629.25 lakhs) resulting in an increase of 4.01% over the previous year. The profit before tax is at Rs. 2204.11 lakhs (previous year Rs. 1786.81 lakhs) resulting in an increase of 23.35%.

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2017.

5. FUTURE PROSPECTS

The capital expansion project undertaken by the company is proceeding as per schedule. The machinery erection and installation is currently ongoing and is expected to be completed by Q2 2017-18. The plant is expected to be operational by Q3 2017-18. The total project expenditure is to the tune of Rs. 30 crores.

With the additional capacity, the company plans on widening its product base further and also enhance the capacity for its existing products. The company is hopeful of posting strong growth in the first full year of enhance capacity availability i.e. 2018-19.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:

- Mr. Milind Shinde Chairman

- Mr. Rajesh Lawande Member

- Mrs. Ajita Nachane Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details provided in attached Annexure B to Director''s Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.nglfinechem.com

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director''s Report

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 20th May, 2016, 4th August, 2016, 8th November, 2016 and 3rd February, 2017.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2017, and that of the profit of the Company for the year ended on that date.

- 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.

- That the annual accounts have been prepared on a going concern basis.

- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 3, 2017 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com

21. DIRECTORS

During the year there has been no change in the composition of Board of Directors of the Company.

Ms. Ajita Nachane is liable to retire by rotation in this Annual General Meeting and being eligible she has offered herself for reappointment. Your Directors recommend her appointment.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on Company''s website at www.nglfinechem.com.

25. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded “SME 1” upgraded from “SME 2” indicating Highest level of credit worthiness adjudged in relation to other SMEs. The long-term rating is Crisil BBB/Stable upgraded from Crisil BBB-/Positive and short term rating is Crisil A3 upgraded from Crisil A3. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/ Positive and short term rating is A3 reaffirmed.

26. STATUTORY AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W shall retire as Statutory Auditors of the Company from the conclusion of the ensuing 36th Annual General Meeting to be held for the financial year 20162017 and shall not be eligible for re-appointment.

The Board of Directors of your Company at its meeting held on Friday, 5th May, 2017 appointed M/s Manek & Associates, Chartered Accountants (FRN: 126679W) as new Statutory Auditors of your Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, based on the recommendation of the Audit Committees and subject to the approval of the members (including ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting till the expiry of their term). They have confirmed to the Company that their appointment, if made at the ensuing 36th Annual General Meeting, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

27. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors for financial year 2017-18.

28. SECRETARIAL AUDITORS

The Company has appointed Mr. Hemant Shetye, partner of M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2016-17 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Pursuant to the qualification mentioned in the report regarding non-appointment of a whole-time Company Secretary, the Company has appointed a whole-time company secretary with effect from 4th April, 2017 and made the default good. Their report is appended to this report as Annexure F to Director''s Report.

29. COST AUDITORS

The company has appointed M/s. Sanghvi Randeria & Associates., Cost Accountants, Mumbai, (Firm registration number 00175) as Cost Auditors of the Company for financial year 2017-18.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 , is annexed to this Annual Report.

31. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.

32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

33. REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure to this report.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year, there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

38. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has also formed a Risk Management Committee on voluntary basis. There are currently five Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

- Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

39. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

40. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at www.nglfinechem.com

41. AWARDS AND ACCOLADES

Your company was listed by Forbes Asia as “Asia''s 200 Best Under Billion” in June 2016 and awarded IPF Fastest Growing Manufacturing Company Award - Pharmaceuticals (Small) for 2016.

42. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long-term value for shareholders.

43. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

44. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, Employees customers, the Government, Banks, suppliers and other business associates.

For and on behalf of the Board of Directors

sd/-

Milind Shinde

Chairman

Mumbai, 5th May, 2017

DIRECTORS’ REPORT TO THE MEMBERS

The Directors have pleasure in presenting the Thirty Fifth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2016.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2016 are as follows:

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIRS

During the year under review your company achieved a sale of Rs. 9629.25 lakhs (previous year Rs. 8832.79 lakhs) resulting in an increase of 9% over the previous year. The profit before tax is at Rs. 1786.81 lakhs (previous year Rs. 1285.91 lakhs) resulting in an increase of 39%.

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2016.

5. FUTURE PROSPECTS

The company is undertaking a capital expansion project at its existing plant in Tarapur. The necessary statutory consents have been received and construction has commenced. The plant is expected to be operational by first quarter of 2017-18. The total project expenditure is to the tune of Rs. 25 crores.

With the additional capacity coming on stream, the company is confident of growing at higher than industry growth rate. The demand for the products manufactured by the company continues to be strong and will help fuel growth.

6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

There was no transfer during the year to Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956.

8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has voluntarily constituted Risk Management Committee and risk management policy is available on the website of the company: www.nglfinechem.com

10. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The Committee consists of following Directors:

- Mr. Milind Shinde Chairman

- Mr. Rajesh Lawande Member

- Mrs. Ajita Nachane Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent some amount towards CSR activities, details provided in attached Annexure B to Director''s Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 has been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form AOC-2 i.e Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Also, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.nglfinechem.com

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors'' report does not contain any qualifications, reservations or adverse remarks, but secretarial Audit Report contain one qualification of appointment of Company Secretary, however the Company is in process of finding a suitable candidate for the post. Report of the secretarial auditor is given as an annexure which forms part of this report.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure D to Director''s Report

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 8th May, 2015, 5th August, 2015, 30th October, 2015 and 9th February, 2016.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2016, and that of the profit of the Company for the year ended on that date.

- 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.

- That the annual accounts have been prepared on a going concern basis.

- The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. -

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure E to this report

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Compliance Officer, at the registered office and the same will be furnished on request.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 9, 2016 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com

21. DIRECTORS

During the year there has been no change in the composition of Board of Directors of the Company.

Mr. Rajesh Lawande is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment. Your Directors recommend their appointment.

Mr. Rahul Nachane (holding DIN 00223346) is proposed to be re-appointed as Managing Director of the Company for the term of three (3) years with effect from June 1, 2017 in the insuing AGM.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and The Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the pharmaceutical industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on Company''s website at www.nglfinechem.com.

25. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded “SME 2” indicating ‘High'' level of credit worthiness adjudged in relation to other SMEs. The long term rating is Crisil BBB-/Positive (reaffirmed) and short term rating is Crisil A3 (reaffirmed). The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB/Stable.

26. STATUTORY AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W were appointed as Statutory Auditors at their Annual General Meeting held on 12th September, 2014 for the period of three (3) years. i.e till the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

27. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors of the company for financial year 2016-17.

28. SECRETARIAL AUDITORS

The Company has appointed Mr Hemant Shetye, Partner of M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure F to Director''s Report

29. COST AUDITORS

The company has appointed M/s. Sanghvi Randeria & Associates., Cost Accountants, Mumbai, (Firm registration number 00175) as Cost Auditors of the Company for financial year 2016-17.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 , is annexed to this Annual Report

31. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in this Annual Report.

32. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

33. REPORT ON CORPORATE GOVERNANCE

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure to this report.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Corporate Governance Report.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future

38. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Risk Management Committee on voluntary basis. There are currently five Committees of the Board, as follows:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

- Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

39. REGISTERED OFFICE OF THE COMPANY

The company has shifted its registered office to Mumbai by passing special resolution in the AGM held on 11.09.2015, Registered office is shifted to 301, E Square Subhash Road, Vile Parle (East) Mumbai-400057.

40. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

41. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at

www.nglfinechem.com

42. AWARDS AND ACCOLADES

Your company was listed by Forbes Asia as “Asia''s 200 Best Under Billion” in June 2015.

43. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long-term value for shareholders.

44. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

45. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, Employees customers, the Government, Banks, suppliers and other business associates.

For and on behalf of the Board of Directors

sd/-

Milind Shinde

Chairman

Mumbai, August 4, 2016

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2015.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2015 are as follows:

Year ended Year ended on 31.03.2015 on 31.03.2014 Rupees Rupees

Profit before Depreciation 15,45,58,776 9,02,90,321

Less: Depreciation (2,59,67,831) (2,31,97,778)

Net Profit before Tax 12,85,90,945 6,70,92,543

Less: Provision for Income Tax (4,65,16,286) (2,05,25,000)

Add: Provision for Deferred Tax 12,26,067 (12,82,989)

Net Profit after Tax 8,33,00,726 4,52,84,554

Add: Previous years profit

brought forward 19,18,69,955 14,65,85,401

Balance Profit carried forward 27,51,70,681 19,18,69,955

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 8832.79 lakhs (previous year Rs. 7886.80 lakhs) resulting in an increase of 12% over the previous year. The profit before tax is at Rs. 1285.91 lakhs (previous year Rs. 670.93 lakhs) resulting in an increase of 92%.

4. DIVIDEND

In order to conserve resources, your directors do not recommend dividend for the year ended 31st March 2015.

5. FUTURE PROSPECTS

The demand growth for the company''s product is strong. The product range includes human and veterinary active pharmaceutical ingredients, pharmaceutical intermediates and finished formulations.

The focus of the company is towards strengthening customer relationships, new product launches and better penetration of the markets.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

During the financial year the Company has transferred unpaid and unclaimed dividend amounting to Rs. 82,362/- to Investor Education and Protection Fund in terms of Section 205C of the Companies Act, 1956

7. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director''s Report.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The risk management policy is available on the website of the company: www.nglfinechem.com

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 1 35 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 6th February 2015. The Committee consists of following Directors:

1. Mr. Milind Shinde-Chairman

2. Mr. Rajesh Lawande-Member

3. Mrs. Ajita Nachane-Member

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy which is attached as Annexure B to Director''s Report.

The Company has not made the relevant provisions for CSR activities in the Books of Accounts as it is scrutinizing various projects for which the money can be spent. Based on this scrutiny, the Company shall submit the relevant report in the ensuing year. The Company could not spend the money before finalizing this report as the company could not identify any suitable project.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

The Company has not given any loans or given any guarantees.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure C to Director''s Report

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors'' report and secretarial auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished as Annexure D to Director''s Report

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met four times on 26th May, 2014, 30th July, 2014, 7th November, 2014 and 6th February, 2015.

15. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015, and that 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 accounts have been prepared on a going concern basis.

(v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.-

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

16. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

17. PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 201 3 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been

provided as there are no employees drawing remuneration in excess of the prescribed limits.

The information as required under section 197 (12) of the Companies Act 2013 with regard to the comparative statement of remuneration paid to Directors and the median salary paid to the employees of the company is available for inspection at the company''s registered office during business hours.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 6, 2015 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company''s website: www.nglfinechem.com

18. DIRECTORS

Mr. Suman Shantaram Lad, resigned from the office of Directorship with effect from 5th August, 2015. Your Directors place their appreciation for the work done by him during his tenure.

Mr. Jayaram Sitaram was inducted as an Additional Director on the Board of the Company on 5th August, 2015 pursuant to the provisions of section 149, 150, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. He would hold office till the conclusion of ensuing Annual General Meeting. Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to appoint as an Independent Director of the Company to hold office for 5 consecutive years commencing from 5th August 2015 to 4th August 2020. Your Directors hereby recommend his appointment as Independent Director of the Company and resolution for his appointment is put forward for your approval

Mrs. Ajita Nachane was inducted as an Additional Director on the Board of the Company on 15th September 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman director. She will hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommend her appointment as Director of the Company and resolution for her appointment is put forward for your approval.

The Board of Directors at their meeting held on August 5, 2015 approved re-appointment of Mr. Rajesh Lawande as Executive Director and CFO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from June 1, 2015 to May 31, 2018.

Mr. Rahul Nachane is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Rajesh Lawande, Mr. Jayaram Sitaram and Mrs. Ajita Nachane as Directors of the Company. Your Directors recommend their appointment.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 201 3 and the relevant rules.

20. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SE 1B" indicating highest performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/Stable.

21. STATUTORY AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W were appointed as Statutory Auditors at their Annual General Meeting held on 12th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

22. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, (ICAI firm registration number 102415W) as internal auditors of the company for financial year 2015-16.

23. SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2014- 1 5 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1 ) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4. Their report is appended to this report as Annexure E to Director''s Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this Annual Report.

25. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

26. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

27. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto as Annexure F.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

- Mr. Milind Shinde - Chairman

- Mr. Jayaram Sitaram - Member

- Mr. Rajesh N. Lawande - Member

- Mr. Suman Lad (Resigned on 5th August,2015)-Chairman

The above composition of the Audit Committee consists of independent directors, viz., Mr. Jayaram Sitaram and Mr. Milind Shinde who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.nglfinechem.com

29. Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

vi. The evaluation involves self-evaluation by the Board members and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

30. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently four Committees of the Board, as follows:

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Nomination and Remuneration Committee

iv. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

31. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

32 ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

It is with great sorrow that the Board has to inform the members of the Company that the founder of the Company, Mr. Narayan Ganesh Lawande passed away this year on January 4, 2015. His towering personality and inspirational ideas have shaped the company for the past three decades. The Board and employees of the Company deeply mourn this loss and will miss his advice and guidance.

For and on behalf of the Board of Directors sd/-

Rahul Nachane

Chairman & Managing Director Mumbai, August 5, 2015.

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2014.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2014 are as follows:

Year ended Year ended on 31.03.2014 on 31.03.2013 Rupees Rupees

Profit before Depreciation 9,02,90,321 6,37,78,755 Less: Depreciation (2,31,97,778) (1,93,34,840)

Net Profit before Tax 6,70,92,543 4,44,43,915

Less: Provision for Income Tax (2,05,25,000) (90,00,000)

Provision for Deferred Tax (12,82,989) (63,51,942)

Net Profit after Tax 4,52,84,554 2,90,91,973

Add: Previous years profit

brought forward 14,65,85,402 11,74,93,429

Balance Profit carried forward 19,18,69,956 14,65,85,402

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 7886.80 lakhs (previous year Rs. 5556.86 lakhs) resulting in an increase of 42 over the previous year. The profit before tax is at Rs. 670.92 lakhs (previous year Rs. 444.44 lakhs) resulting in an increase of 51%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2014 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has been able to effectively utilize the capacity added during the past two years. This has resulted in steep growth in sales during the past two years. The company is now consolidating its product range and intends to market its products more effectively by better penetration of markets.

In addition to bulk drugs and formulations, pharmaceutical intermediates now form an intrinsic portion of the company''s product portfolio. The company plans on improving sales and profitability during the next year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014, and that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

I. DIRECTORS

Mrs. Pushpa Lawande was inducted as an Additional Director on the Board of the Company on 1st June, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. However due to her ill health she tendered resignation w.e.f 1st July, 2014 which was duly noted by Board of Directors.

The Board of Directors at their meeting held on 30th July 2014 approved re-appointment of Mr. Rahul Nachane as Managing Director and CEO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from June 1, 2014 to May 31, 2017.

Mr. Suman Lad, Independent Director of the Company was liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Suman Lad is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

Likewise the term of office of Mr. Milind Shinde is liable to be determined by retirement of Director by rotation pursuant to provisions of Companies Act, 1956. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Milind Shinde is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Suman Lad and Mr. Milind Shinde as Independent Directors of the Company. Your Directors recommend their appointment.

J. RATING

The company has been rated by Crisil Ltd for SME and bank rating. The SME rating has been awarded "SE 1B" indicating highest performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/Stable.

K. AUDITORS

M/s Bharat Gandhi & Co., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 101214W are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty sixth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Bharat Gandhi & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

L. COST AUDITOR

M/s Krishna S & Associates, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2015. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

M. INTERNAL AUDITORS

The company has appointed M/s R Devarajan & Co, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2014-15.

N. SECRETARIAL AUDITOR

The Company has appointed Mr. Hemant Shetye, Partner of M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 - 2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

O. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 are not applicable to the Company.

P. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

Q. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

R. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement.

S. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

It is with great regret the Board has to inform you of the demise of Mr. R. N. Bhalerao, Director of the Company on 2nd March 2014. Mr. Bhalerao has been on the Board as an Independent Director since 1994 and his contribution towards the growth and stability of the company has been immense. The board and employees of the company will greatly miss his wisdom, knowledge, integrity and encouragement.

For and on behalf of the Board of Directors Rahul Nachane

Chairman & Managing Director DIN 00223346

Mumbai, July 30, 2014.

TO THE MEMBERS

The Directors have pleasure in presenting the Thirty Second Annual Report with the Audited Balance Sheet, Statement of Profit & Loss Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2013.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2013 are as follows:

Year ended Year ended on 31.03.2013 on 31.03.2012 Rupees Rupees

Profit before Depreciation 6,37,78,755 2,91,60,803

Less: Depreciation (1,93,34,840) (1,35,32,279)

Net Profit before Tax 4,44,43,915 1,56,28,525

Less: Provision for Income Tax (90,00,000) (48,14,878)

Provision for Deferred Tax (63,51,942) (3,43,922)

Net Profit after Tax 2,90,91,973 1,04,69,725

Add: Previous years profit brought forward 11,74,93,429 10,70,23,704

Balance Profit carried forward 14,65,85,402 11,74,93,429



B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 5556.86 lakhs (previous year Rs. 3610.81 lakhs) resulting in an increase of 54% over the previous year. The profit before tax is at Rs. 444.44 lakhs (previous year Rs. 156.29 lakhs) resulting in an increase of 184%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2013 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has doubled its capacity in the past two years. This has enabled the company to increase its sales. The company has expanded its product range and now sells over 12 APIS, in addition to this, the company also sells a range of intermediates and formulations.

The company plans to consolidate its product range further by adding some APIs during the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. VOLUNTARY DELISTING

The Company in compliance with the clause 6 (a) of Securities And Exchange Board of India (Delisting of Equity Shares) Regulation, 2009 has voluntarily delisted its Equity Shares from Madras Stock Exchange Limited with effect from 6th June 2012.

H. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

I. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgements 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, 2013, and that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

J. DIRECTORS

Mr. Milind Shinde is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

K. RATING

The company has been rated by Crisil Ltd. The SME rating has been awarded "SE 2B" indicating high performance capability and moderate financial strength. The bank rating has been awarded BBB-/Stable. The company has also been rated by ICRA Ltd for bank borrowing and has been awarded BBB-/ Stable.

L. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

M. COST AUDITOR

In accordance with the order received from the Central Government, the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2013.

N. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 is not applicable to the Company.

O. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

P. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

Q. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement.

R. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 8, 2013.

The Directors have pleasure in presenting the Thirty First Annual Report with the Audited Balance Sheet, Statement of Profit & Loss and the notes and schedules thereon for the year ended 31 st March 2012

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2012 are as follows:

Year ended Year ended on 31.03.2012 on 31.03.2011 Rupees Rupees

Profit before Depreciation 2,91,60,803 4,78,47,039

Less: Depreciation (1,35,32,279) (93,61,004)

Net Profit before Tax 1,56,28,525 3,84,86,035

Less: Provision for Income Tax (48,14,878) (1,29,46,361)

Provision for Deferred Tax (3,43,922) (14,31,008)

Net Profit after Tax 1,04,69,725 2,41,08,666

Add: Previous years profit brought forward 10,70,23,705 8,29,15,039

Balance Profit carried forward 11,74,93,430 10,70,23,705

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 3610.81 lakhs (previous year Rs. 3537.77 lakhs) resulting in an increase of 2% over the previous year. The profit before tax is at Rs. 156.29 lakhs (previous year Rs. 384.86 lakhs) resulting in a decrease of 59%.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31 st March 2012 with a view to conserve resources.

D. FUTURE PROSPECTS

The company plans to commission its plant at Navi Mumbai at Unit NGL during Q1 of the year. We anticipate this plant to work at optimum capacity from Q4 of the current year.

The company has expanded its product range and now sells over 12 APIS, in addition to this, the company also sells a range of intermediates and formulations.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. VOLUNTARY DELISTING

The Company in compliance with the clause 6 (a) of Securities And Exchange Board of India (Delisting of Equity Shares) Regulation, 2009 has voluntarily delisted its Equity Shares from Ahmedabad Stock Exchange Limited w.e.f. 30/03/2012.

The Company has also filed an application with Madras Stock Exchange for getting its Equity Shares delisted. However the application is under process.

H. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

I. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgements 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, 2012, and that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

J. DIRECTORS

Mr. Ramchandra N. Bhalerao is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

K. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

L. COST AUDITOR

The Company had received order from Central Government dated December 16, 2010 requiring the Company to appoint Cost Auditor for the Financial Year 2010 -11 and every financial year thereafter.

Accordingly the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2012.

The Report of the Cost Auditor is awaited.

M. SUBSIDIARY COMPANIES

The company does not have any subsidiary company and therefore provision with respect to Section 212 of the Companies Act, 1956 is not applicable to the Company.

N. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

O. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

P. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

Q. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 21, 2012.

The Directors have pleasure in presenting the Thirtieth Annual Report with the Audited Balance Sheet, Profit & Loss Account and the notes and schedules thereon for the year ended 31s1 March 2011

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2011 are as follows:

Year ended Year ended on 31.03.2011 on 31.03.2010 Rupees Rupees

Profit before Depreciation 4,78,47,039 4,71,20,530

Less: Depreciation (93,61,004) (77,62,607)

Net Profit before Tax 3,84,86,035 3,93,57,923

Less: Provision for Income Tax (1,29,00,000) (1,38,50,000)

Provision for Deferred Tax (14,31,008) 15,36,603

Net Profit after Tax 2,41,55,027 2,70,44,526

Add/(Less): Prior years adjustments (46,361) 91,261

Add: Previous years profit 8,29,15,039 5,57,79,252 brought forward

Balance Profit carried forward 10,70,23,705 8,29,15,039

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 3504.10 lakhs (previous year Rs. 2782.35 lakhs) resulting in an increase of 26% over the previous year. The profit before tax is at Rs. 384.86 lakhs (previous year Rs. 393.58 lakhs) resulting in a decrease of 2%.

The sales are up on account of increased demand for the companys products in all the market segments. C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2011 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has commissioned its plant at Tarapur at Unit Alpha during the year. Production has commenced and we anticipate this plant to work at full capacity from Q2 of the current year. Major expansion and reconstruction has also been undertaken at our site at Navi Mumbai. This plant is expected to commence production in Q3 2011.

The company has also enlarged its product profile and intends to introduce two Active Pharmaceutical Ingredients (APIs) in the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgements 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, 2011, and that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

I. DIRECTORS

Mr. Suman S. Lad is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

Mr. Rahul Nachane is reappointed as Managing Director with effect from 1st June 2011 for a period of three years. The resolution for the appointment of the Managing Director is placed before you in the Annual General Meeting. The Directors recommend his re- appointment.

J. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

K. COST AUDITOR

The Company had received order from Central Government dated December 16, 2010 requiring the Company to appoint Cost Auditor for the Financial Year 2010 - 11 and every financial year thereafter.

Accordingly the Company has appointed M/s Krishna S & Associates, Cost Accountant for the financial year ending March 31, 2011,

The Report of the Cost Auditor is awaited.

L. SUBSIDIARY COMPANIES

The company does not have any subsidiary companies.

M. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

N. COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of Companies Act, 1956 from M/s HS Associates, Company Secretaries and is annexed hereto.

O. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/Investors Grievance Committee in compliance with listing agreement.

P. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company.

For and on behalf of the Board of Directors

Rahul Nachane Chairman & Managing Director

Mumbai, May 21, 2011.

The Directors have pleasure in presenting the Twenty Ninth Annual Report with the Audited Balance Sheet, Profit & Loss Account and the notes and schedules thereon for the year ended 31st March 2010.

A. OPERATING RESULTS

The operating results of the Company for the year ended 31st March 2010 are as follows:

Year ended on Year ended on

31.03.2010 31.03.2009

Rupees Rupees

Profit before Depreciation 4,71,20,530 3,90,92,133

Less: Depreciation (77,62,607) (76,15,632)

Net Profit before Tax 3,93,57,923 3,14,76,501

Less: Provision for Income Tax (1,38,50,000) (1,11,50,000)

Provision for Deferred Tax 15,36,603 (5,64,229)

Fringe Benefit Tax - (1,67,150)

Net Profit after Tax 2,70,44,526 1,95,95,122

Add/(Less): Prior years adjustments 91,261 (27,65,340) Add: Previous years profit

brought forward 5,57,79,252 3,89,49,470

Balance Profit carried forward 8,29,15,039 5,57,79,252

B. REVIEW OF OPERATIONS

During the year under review your company achieved a sale of Rs. 2782.35 lakhs (previous year Rs. 2462.99 lakhs) resulting in an increase of 13% over the previous year. The profit before tax is at Rs. 393.58 lakhs (previous year Rs. 314.77 lakhs) resulting in an increase of 25%.

Your company was able to post higher sales due to volume growth in sales of its products. Your company now exports to countries across 5 continents.

In June 2009, there was a fire at one of the companys factories situated at Navi Mumbai. There was substantial loss suffered in terms of damage to assets and stocks. Partial operations have been restored at the manufacturing site and the plant is now being reconstructed.

C. DIVIDEND

Your directors do not recommend dividend for the year ended 31st March 2010 with a view to conserve resources.

D. FUTURE PROSPECTS

The company has undertaken major expansion and reconstruction at two of its sites at Navi Mumbai & Tarapur. One of these plants is expected to commence production in August 2010 and the other is expected to commence production in April 2011.

The company has also enlarged its product profile and intends to introduce two Active Pharmaceutical Ingredients (APIs) in the current year.

E. PARTICULARS OF EMPLOYEES

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

F. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

Information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is given in Annexure A attached.

G. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure B.

H. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the annual accounts have been prepared on a going concern basis.

I. DIRECTORS

Mr. Milind Shinde is a Director retiring by rotation in terms of provisions of Articles of Association of the Company. He offers himself for re-appointment. The resolution for the appointment of the Director is placed before you in the Annual General Meeting. The Directors recommend his re-appointment.

The Company has revised the remuneration of Mr. Rahul Nachane, Managing Director and Mr. Rajesh Lawande, Executive Director of the Company with effect from 1sl January 2010, for the remaining term of tenure.

J. AUDITORS

M/s. Bharat Gandhi & Co, Chartered Accountants, the Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

K. SUBSIDIARY COMPANIES

The company does not have any subsidiary companies.

L. CORPORATE GOVERNANCE REPORT

Corporate Governance Report prepared by HS Associates, Company Secretaries, is annexed hereto.

M. COMMITTEES OF THE BOARD

Pursuant to provisions of section 292 (A) of Companies Act, 1956 and clause 49 of listing agreement, the Board has formed Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee in compliance with listing agreement. The Audit Committee was re-constituted with effect from 31st July 2009 and 31st January 2010.

N. COMPLIANCE CERTIFICATE

Compliance Certificate as required under section 383A of the Companies Act 1956 prepared and issued by HS Associates, Company Secretaries in Practice is annexed hereto.

O. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the company

For and on behalf of the Board of Directors

Rahul Nachane

Chairman & Managing Director

Mumbai, May 21, 2010.