To
The Shareholders,
Your Directors' have pleasure in presenting the Thirty First (31 st) Annual Report of
your Company together with Audited Accounts for the Financial Year ended 31st March, 2026.
?‚? FINANCIAL PERFORMANCE
The summarized Audited Financial Results for the year ended 31 st March, 2026 along
with comparative figures for the Previous year is as under:
( Rs. in Lakhs)
| Revenue from operations |
31 st March 2026 |
31 st March 2025 |
|
15,061.74 |
14,585.70 |
| Other Income |
475.63 |
274.22 |
| Total Income |
15,537.37 |
14,859.92 |
| Expenses |
|
|
| Operating Expenditure |
13,466.98 |
13,468.01 |
| EBITDA |
2070.39 |
1,391.91 |
| Depreciation and Amortization Expenses |
607.26 |
488.97 |
| Earnings before interest and taxes |
1,463.13 |
902.94 |
| Interest expenses |
366.11 |
273.13 |
| Profit before taxes |
1,097.02 |
629.81 |
| Less: Exceptional Items |
- |
214.56 |
| OCI |
24.33 |
(18.50) |
| Net profit before taxes |
1,121.35 |
396.75 |
| Less: Tax expenses (Current and Deferred Tax) |
(12.96) |
- |
| Net profit for the year |
1,134.31 |
396.75 |
?‚? OPERATING RESULTS
Your Company's Total Income during the financial year under review i.e., year 2025-26
is Rs.15,537.37 Lakhs as compared to the previous year 2024-25, `14,859.92 Lakhs. Profit
before Tax after other comprehensive income for the year 2025-26 is Rs.1,121.35 Lakhs as
against Rs.396.75 Lakhs in the previous year. Profit after Tax for the year 2025-26 stands
at Rs.1,134.31 Lakhs as against Rs.396.75 Lakhs in the previous year.
?‚? DIVIDEND
The Board has not declared any dividend for the Financial Year 2025-2026.
?‚? RESERVES
The Company has not transferred any amount to the general reserves during the year
under review.
?‚? CAPITAL STRUCTURE
The Paid-up Equity Share Capital as on March 31, 2026 was Rs.2,365.63 Lakhs. During the
year under review the Issued, Subscribed and Paid-up capital has remained the same. The
Company has not issued any shares with differential voting rights nor granted stock
options nor sweat equity.
?‚? DEPOSITS
The Company has not accepted / invited any deposits from the public in terms of Section
73 of the Companies Act, 2013.
?‚? CHANGE IN THE NATURE OF BUSINESS
The Company is engaged in the manufacture and export of Pharmaceutical Products. There
is no change in the nature of business during the year under review.
?‚? MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments between the end of the financial
year 2025-26 and the date of this report, adversely affecting the financial position of
the Company.
?‚? SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, associate or joint venture.
?‚? LOANS, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013
During the year under review, the Company did not grant any loans, provide any
guarantees, make any investments or provide any security under the provisions of Section
186 of the Companies Act, 2013.
?‚? BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
?‚? Composition
The composition of the Board of Directors and its Committees, viz., Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee are constituted in accordance with Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).
The details of Composition of the Board, its Committees, meetings and an overview of the
role, terms of reference are provided in the Corporate Governance Report annexed to this
Report.
The following changes took place in the composition of Board of Directors:
?‚? Re-Appointment of Directors:
The Board of Directors, based on the recommendation of the Nomination and Remuneration
Committee, at its meeting held on August 12, 2025, and pursuant to the approval of the
Members at the Annual General Meeting held on September 19, 2025, re-appointed Mr.
Palamadai Krishnan Sundaresan (DIN: 06954189) and Mrs. Ravichandran Chitra (DIN: 07749125)
as Non-Executive Independent Directors of the Company for a second term, commencing from
September 19, 2025, and November 12, 2025, respectively.
?‚? Retirement of Directors:
Mr. Navin Kumar (DIN: 08778662), retired as an Independent Director of the Company,
upon completion of his first term, with effect from June 22, 2026.
There were no other changes in the composition of the Board of Directors.
?‚? Retirement by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Upendar Mekala Reddy (DIN: 08898174), Director retires
by rotation at the ensuing 31 st Annual General Meeting (AGM) of the Company and being
eligible, offers himself for re-appointment. Your Board recommends his re-appointment as
Director of the Company.
The brief resume of the Director seeking re-appointment and other relevant details, as
required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, are provided in
the Notice convening the 31 st AGM.
The Board of Directors is of the opinion that the Director proposed for re-appointment
at the ensuing AGM possess integrity, relevant expertise, and the necessary experience for
the respective roles. The Corporate Governance Report, annexed to this Report, also
contains the requisite disclosures relating to the Directors.
?‚? Number of Board Meetings:
The Board of Directors met Eight (8) times during the year under review and the gap
between 2 meetings did not exceed 120 days. The details of the Board & Committee
Meetings and the attendance of the Directors are provided in the Report on Corporate
Governance.
?‚? Declaration by Independent Directors & Adherence to Company's Code of
Conduct:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have
affirmed compliance to the code of conduct for independent directors as prescribed in
Schedule IV to the Companies Act, 2013 and the Company's Code of Conduct for Directors and
Senior Management Personnel.
In the opinion of the Board, the Independent Directors, fulfill the conditions of
independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the
Listing Regulations. The terms and conditions of appointment of Independent Directors have
been disclosed in the website of the company at .
?‚? Board Evaluation:
The annual evaluation of the performance of the Board, functioning of its committees,
and individual Directors was carried out based on the evaluation criteria prescribed by
the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. The
performance review of Non- Independent Directors were carried out by the Independent
Directors in their separate meeting held during the year.
?‚? Committees Of the Board:
The Board has constituted following committees:
?‚? Audit Committee;
?‚? Nomination and Remuneration Committee;
?‚? Stakeholders' Relationship Committee;
?‚? Corporate Social Responsibility Committee.
?‚? Audit Committee
In terms of Section 177 of the Companies Act, 2013, and other applicable provisions if
any, and as per the Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Qualified and Independent
Audit Committee. Presently, the Audit Committee comprises of the following Members:
?‚? Mr. Navin Kumar* ?€“ Chairman
?‚? Mr. P K Sundaresan** ?€“ Chairman
?‚? Mrs. Ravichandran Chitra ?€“ Member
?‚? Mr. Upendar Mekala Reddy ?€“ Member
*Ceased w.e.f June 22, 2026
**Appointed w.e.f June 23, 2026
The terms of reference of the Audit Committee includes matters specified in section 177
of the Companies Act 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015. All the recommendations made by the Audit Committee
during the year were accepted by the Board of Directors of the Company.
The details of the Audit Committee along with its composition, number of meetings,
attendance and terms of reference are provided in the Corporate Governance Report, which
forms part of this report.
?‚? Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013 & other applicable provisions,
if any, and as per the Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Nomination & Remuneration
Committee. Presently, the Nomination & Remuneration Committee comprises of the
following:
?‚? Mr. Navin Kumar* ?€“ Chairman
?‚? Mr. P K Sundaresan** ?€“ Chairman
?‚? Mrs. Ravichandran Chitra ?€“ Member
?‚? Mrs. Akila C Raju ?€“ Member
*Ceased w.e.f June 22, 2026
**Appointed w.e.f June 23, 2026
The Committee consists of only Non-Executive Directors as its members. The details of
the Nomination & Remuneration Committee along with its composition, number of
meetings, attendance and terms of reference are provided in the Corporate Governance
Report, which forms part of this report.
?‚? Stakeholders Relationship Committee
In terms of Section 178 of the Companies Act, 2013 & other applicable provisions,
if any, and as per the Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has constituted Stakeholders Relationship
Committee. Presently, the Stakeholders Relationship Committee comprises of the following
Members:
?‚? Mrs. Ravichandran Chitra ?€“ Chairperson
?‚? Ms. S Hemalatha ?€“ Member
?‚? Mrs. Akila C Raju ?€“ Member
The details of the Stakeholders Relationship Committee along with its composition,
number of meetings, attendance and terms of reference are provided in the Corporate
Governance Report, which forms part of this report.
?‚? Details of KMP:
The following are the Key Managerial Personnel of the Company in accordance with the
provisions of Section 2(51) read with Section 203 of the Act:
?‚? Mr. Bafna Mahaveer Chand?€“ Chief Executive Officer
?‚? Dr. Melagiri Sridhar ?€“ Chief Financial Officer
?‚? Mr. A. Mohanachandran ?€“ Company Secretary
?‚? AUDITORS
?‚? Statutory Auditor
As per the provisions of Section 139 of the Companies Act, 2013, M/s. Brahmayya &
Co, Chartered Accountants, Chennai (ICAI FRN:000511S), were appointed as Statutory
Auditors of the Company, for a period of five (5) years from the conclusion of the 27 th
Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company.
Auditors' Report:
The Auditors' Report on the financial statements of the Company for the financial year
ended 31 March 2026 is enclosed with the financial statements, which forms part of this
Annual Report.
The Board's replies to the observations made by the Statutory Auditors in their report
are as follows:
?‚? The limited audit trail facility currently available in the accounting
software needs to be upgraded to meet the applicable requirements. The Company has
initiated the necessary steps to configure/upgrade the accounting software to enable
the recording of an audit trail for all relevant transactions.
?‚? The related party transaction referred to in clause (xiii) of Annexure - A
to the Auditor's Report was undertaken in the ordinary course of business and on an arm's
length basis. The delay in obtaining the ratification of the Audit Committee and the Board
of Directors was inadvertent in nature. The transaction was subsequently placed before the
Audit Committee and the Board of Directors, which, after due consideration, was ratified.
The other observations and remarks made by the Statutory Auditors in their Report and
the Notes to the Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
Further, there were no instances of fraud reported by the Statutory Auditors during the
financial year under review.
?‚? Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee, has
appointed M/s. K S Rao & Co, Chartered Accountants (ICAI FRN. 003109S) as internal
auditors of the Company for the financial year 2026-2027.
?‚? Cost Auditor & Maintenance of Cost Records
Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors, on recommendation of Audit
Committee, appointed M/s. N. Sivashankaran & Co, Cost Accountants (ICMAI
Registration No: 100662) as the Cost Auditor of the Company, to conduct audit of cost
records maintained by the Company for financial year 2026 ?€“ 2027 at a
remuneration of Rs.75,000/- (Rupees Seventy Five Thousand Only) excluding applicable
taxes, reimbursement of out- of-pocket expenses. In terms of Section 148(3) of the
Companies Act, 2013 the remuneration payable to the Cost Auditors, as fixed by the Board,
is required to be ratified by the members and the resolution for the ratification of Cost
Auditors Remuneration is provided under Item No.3 of the Notice convening the 31 st Annual
General Meeting.
The Company maintains all such accounts and records as specified by the Central
Government under section 148 (1) of the Companies Act, 2013.
?‚? Secretarial Auditor & Secretarial Audit Report
M/s. A.K. Jain & Associates, Company Secretaries in Practice, Chennai, were
appointed as the Secretarial Auditors of the Company as per the members approval accorded
at the 30 th AGM of the Company for a period of five years from financial year 2025-26 to
financial year 2029-30. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-C
to this Report.
Reply to the Qualifications made in the Secretarial Audit Report:
The Board's reply for the qualifications, observations made by the Secretarial Auditor
in Secretarial Audit Report for F.Y 2025-2026 is provided hereunder:
| Sl. No. |
Secretarial Auditor Qualifications / Observations |
Board\u2019s Reply |
| 1 |
The Company did not comply with the Minimum Public
Shareholding requirements as prescribed under Regulation 38 of the SEBI Listing
Regulations read with Rule 19(2) and Rule 19A of the Securities Contracts (Regulation)
Rules, 1957, up to April 01, 2025. Pursuant to the Offer for Sale (OFS) undertaken by M/s.
SRJR Lifesciences LLP, the Promoter of the Company, on March 27, 2025 and March 28, 2025,
the Company achieved compliance with the Minimum Public Shareholding (MPS) requirement of
25% with effect from April 02, 2025. |
M/s. SRJR Life Sciences LLP, Promoter of the Company has made
an Offer for Sale (OFS) of 31,45,296 Equity Shares representing 13.30% of total Paid-up
capital of the Company, on March 27, 2025 & March 28, 2025, through the stock exchange
mechanism to comply with Minimum Public Shareholding requirements. The aforesaid OFS was
fully subscribed by the Public Shareholders. Accordingly, the Company has complied with
the Minimum Public Shareholding (MPS) requirement of 25% with effect from April 02, 2025. |
| 2 |
During the year under review, the Company had entered into a
Related Party Transaction with an entity in which a Director of the Company is interested,
and the said transaction was subsequently ratified by the Audit Committee and the Board of
Directors of the Company beyond the timeline prescribed under Section 177, 188 of the
Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. |
The related party transaction referred to in the observation
was undertaken in the ordinary course of business and on an arm\u2019s length basis. The
delay in obtaining the ratification of the Audit Committee and the Board of Directors was
due to inadvertence. The transaction was subsequently placed before the Audit Committee
and the Board of Directors, which, after due consideration ratified the same. The Company
has strengthened its internal compliance and monitoring mechanisms to ensure that all
related party transactions are placed before the Audit Committee and the Board, within the
prescribed timelines, thereby preventing the recurrence of such instances |
| Sl. No. |
Secretarial Auditor Qualifications / Observations |
Board\u2019s Reply |
| 3 |
Pursuant to the resignation of an Independent Director of
the Company, who was also the Chairman of the Nomination & Remuneration Committee
(\u201cNRC\u201d), with effect from March 31, 2025, the NRC fell short of the minimum
requirement of three members. The NRC was subsequently reconstituted on May 20, 2025 in
accordance with Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. However, the Chairperson of the Board of Directors acted
as the Chairperson of the NRC from May 20, 2025 to August 12, 2025, which was not in
compliance with the proviso to Regulation 19(2) of the SEBI Listing Regulations and
Section 178(1) of the Companies Act, 2013. |
Pursuant to the resignation of Mr. Krishna Yeachuri,
Independent Director and Chairperson of the Nomination and Remuneration Committee
(\u201cNRC\u201d), with effect from March 31, 2025, the Company was required to
reconstitute the NRC. However, owing to the vacancy caused by his resignation and the
impending retirement of Mr. Palamadai Krishnan Sundaresan, the other Independent Director
and member of the NRC, in June 2025, The Board, at its meeting held on May 20, 2025,
reconstituted the Committee and appointed Mrs. Ravichandran Chitra, Independent Director,
as the Chairperson of the NRC. Subsequently, with effect from June 25, 2025, Mr. Navin
Kumar, Independent Director, was inducted as a Member of the NRC to fill the vacancy
arising from the resignation of Mr. Palamadai Krishnan Sundaresan with effect from June
24, 2025. Thereafter, the NRC was further reconstituted on August 13, 2025, by appointing
Mr. Navin Kumar as the Chairman of the NRC, thereby ensuring full compliance with the
provisions of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 178(1) of the Companies Act, 2013. |
| 4 |
The Company has not filed the disclosure required under
Regulation 30 read with Schedule III of the SEBI Listing Regulations, relating to the
Order dated December 25, 2025 passed by the Joint Commissioner of GST & Central
Excise, Chennai North, for recovery of IGST refund availed by the Company along with
applicable interest and penalty, within the prescribed timeline. The Company has filed an
appeal against the aforesaid Order before the Hon\u2019ble High Court of Madras and
obtained interim stay. Further, the Company has disclosed the details of the said Order
and the status of the litigation under sub-para 8 of Para B of Part A of Schedule III of
the SEBI Listing Regulations in the quarterly Corporate Governance Report filed pursuant
to Regulation 27(2) of the SEBI Listing Regulations. |
The delay in making the said disclosure was due to
inadvertence. The Company has strengthened its internal compliance and disclosure review
mechanisms to ensure timely identification and dissemination of material events and
information in accordance with the applicable provisions of the SEBI Listing Regulations,
thereby preventing the recurrence of such instances. |
?‚? ANNUAL RETURN:
The copy of the Annual Return (Form MGT-7) for F.Y 2025-2026 is made available in the
website of the Company at the weblink
?‚? RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year under
review were on an arm's length basis, and in the ordinary course of business and were in
accordance with the Company's Policy on RPT. There are no materially significant related
party transactions made by the Company with Related parties which requires approval of the
shareholders
/ which may have potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Board
for approval and ratification, wherever applicable. Prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are repetitive in
nature. A statement giving details of the transactions entered into with the related
parties, pursuant to the omnibus approval so granted, is placed before the Audit Committee
and the Board of Directors for their approval, ratification on a quarterly basis.
During the year under review, the Company did not enter into any material related party
transactions that were not in the ordinary course of business or not on an arm's length
basis. Further, there were no materially significant related party transactions having the
potential to conflict with the interests of the Company. Accordingly, the disclosure of
related party transactions in Form AOC-2, as prescribed under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not
provided.
The Company has adopted a Policy for dealing with Related Party Transactions which has
been uploaded on the Company's website under the web-link .
?‚? ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The Company is conscious of its responsibility to conserve the energy and has taken
measures in relation to conservation of energy and technology absorption. The prescribed
particulars on conservation of energy, technology absorption and foreign exchange earnings
and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 are furnished in Annexure-A to this Report.
?‚? CORPORATE SOCIAL RESPONSIBILITY
The Company satisfies the criteria as prescribed in section 135 of the Companies Act,
2013 for applicability of Corporate Social Responsibility (CSR) provisions. The Company
has adopted a Corporate Social Responsibility (CSR) Policy outlining various CSR
activities to be undertaken by the Company, in accordance with Schedule VII to the
Companies Act, 2013. The said policy is made available on the Company's website at the
following link . The Report on CSR Activities is annexed as Annexure-B to this
Report.
?‚? PARTICULARS OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND EMPLOYEES
The Company is continuously focusing on retaining the appropriate talent and
increasingly systematizing the HR processes. We have excellent industrial relations across
all facilities including the corporate office and strongly believe that the workers will
continue to work towards achieving a profitable and productive Company.
The information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure
?€“ D to this Report. Further, the information pertaining to Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, pertaining to the names and other particulars of employees is available for
inspection at the Registered office of the Company during business hours and pursuant to
provisions of Section 136(1) of the Act, the Report and the accounts are being sent to the
members excluding this. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary/ Compliance Officer either at the Registered/Corporate
Office address or by email to .
?‚? CORPORATE GOVERNANCE
The detailed report on Corporate Governance and Certificate from a Practicing Company
Secretary regarding
compliance with requirements of Corporate Governance are annexed as Annexure-E to
this Report.
?‚? MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a
detailed review of the business operations, performance, future outlook, major events
occurred during the year as well as state of company's affairs is given in the Management
Discussion and Analysis Report, which is annexed as Annexure-F to this Report.
Certain Statements in the report may be forward-looking. Many factors may affect the
actual results, which could be different from what the Directors envisage in terms of
future performance & outlook.
?‚? RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in the strategy, business and operational plans.
?‚? ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. The internal audit reports were
reviewed periodically by the Audit Committee & the Board. Further, the Board annually
reviews the effectiveness of the Company's internal control system.
?‚? DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the
Directors, to the best of their knowledge and belief, based on the information and
explanations obtained by them, confirm that:
?‚? In the preparation of the annual accounts, the applicable accounting
standards had been followed and there were no material departures;
?‚? Appropriate accounting policies had been selected and applied them
consistently and made judgments and estimates that were 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 of the Company for the year under review;
?‚? Proper and sufficient care had been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the
Company, preventing and detecting fraud and other irregularities;
?‚? The financial statements for the financial year had been prepared on a
'going concern basis;
?‚? The internal financial controls had been laid down, to be followed by the
Company and such internal financial controls were adequate and were operating effectively;
and
?‚? In order to ensure compliance with the provisions of all applicable laws,
proper systems had been devised and that such systems were adequate and operating
effectively.
?‚? SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS:
There are no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of your Company and its future operations.
?‚? SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by Institute
of Company Secretaries of India (ICSI) as per section 118(10) of the Companies Act, 2013.
?‚? INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the code of conduct for prevention of insider trading
and the code for corporate disclosures are in force. The Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider
Trading) Regulations, 2015.
?‚? DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a zero tolerance towards sexual harassment. The Company has adopted a
policy on prevention of sexual harassment of women at work place and put in place proper
dissemination mechanism across the Company. The Company has conducted awareness programs
for its employees under the said Act.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During
the financial year 2025-2026, the Company has not received any complaint.
?‚? COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
During the year under review, the Company has complied with the applicable provisions
relating to the Maternity Benefit Act, 1961.
?‚? VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors adopted the Whistle-Blower Policy in accordance with Section
177(9) of the Act, and Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy
provides adequate safeguard against victimization and for direct access to the Chairman of
the Audit Committee for the employees and state their complaints / grievances. The Whistle
Blower Policy is uploaded on the Company's website .
?‚? DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.
?‚? DISCLOSURE REGARDING VALUATION UNDER ONE TIME SETTLEMENT:
Not Applicable.
?‚? ACKNOWLEDGEMENT AND APPRECIATION
The Board takes this opportunity to thank all shareholders, business partners,
financial institutions, banks, distributors, suppliers, customers, government and
regulatory authorities, etc., for their co-operation and support extended to the Company.
The Directors also wish to express their gratitude to the Shareholders for the confidence
and faith that they continued to repose in the Company. The Directors place on record
their appreciation of the consistent and dedicated services of the employees at all levels
who have immensely contributed to the performance of the Company during the year under
review.
On behalf of the Board of Directors For BAFNA PHARMACEUTICALS LIMITED
SD/- SD/-
S. Hemalatha Vinayak Dinesh Dendukuri Whole-Time Director Whole-Time Director
DIN:02714329 DIN: 07601309
Place: Chennai Place: Hyderabad
Date: 11.08.2026
ANNEXURE TO THE BOARDS' REPORT
" Annexure- A"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
FOR THE FINANCIAL YEAR 2025-2026
(Pursuant to Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014)
?‚? CONSERVATION OF ENERGY
?‚? Steps taken or impact on conservation of energy
The Company is making continuous efforts on an ongoing basis to conserve energy.
Efforts to conserve energy continued during the year through timely preventive maintenance
and inspection of Plant and Machinery, minimizing leakages and energy waste.
?‚? Steps taken for Utilising alternate source of energy
The Company has entered into a Solar Power Purchase Agreement (PPA) to source Solar
Power for the manufacturing operations. Nearly 60% of our power consumption is from
renewable energy thereby making the factory a carbon neutral facility.
?‚? Capital investment in energy conservation equipment
The Company has not made any capital investment in energy conservation equipment.
?‚? TECHNOLOGY ABSORPTION
?‚? Efforts made towards technology absorption:
With latest technology, its development & up-gradation enable us to provide
technically superior, process efficient and international standards product. The Company
has full-fledged R&D Center, which is continuously engaged in R&D activities with
respect to new product development and process improvement/excellence.
?‚? The R&D center has been upgraded and adopted various methods of drug
particle coating with a gastro-resistant polymers of various genre to improve drug safety
and efficacy and technology is absorbed into process scale up of branded generics with
innovative methodologies involving combination with taste masking technology (with
Ion-Exchange resins)-for producing efficacious generics with highly taste masked bitter
drugs.
?‚? The R&D center also absorbed and adopted innovative techniques of
Multi-layer Coating technology which is subjected scale-up levels to produce stable and
effective dosage forms-especially applicable for drug products that are pH sensitive and
for intestinal release and gastric resistance.
?‚? Benefits derived like product improvement, cost reduction, product
development or import substitution
?‚? Control of drug therapy is achieved
?‚? Drug administration can be made convenient
?‚? The safety margin of high potency drug can be increased
?‚? Drugs with shorter half-life can be given in less frequent dose with better
compliance
?‚? Less fluctuating blood plasma concentrations
?‚? Bioavailability enhancement of poorly soluble drugs
?‚? Targeting drug delivery at most absorbing sites to improve bioavailability
?‚? Reduction of adverse effects due to avoidance of dose dumping
?‚? Rapid onset of action can be achieved
?‚? Taste masking of bitter oral liquid drug formulations
?‚? Details of Imported Technology (during the last 3 years reckoned from the
beginning of the FY 2025-26) - Nil
?‚? Research and Development expenditure incurred
( Rs.In Lakhs)
| Capital Expenditure |
-- |
-- |
| Recurring Expenditure |
260.88 |
219.43 |
?‚? FOREIGN EXCHANGE EARNINGS AND OUTGO
( Rs.In Lakhs)
| Foreign Exchange Earnings |
9,285.55 |
7,292.87 |
| Foreign Exchange Outgo |
913.55 |
332.54 |
On behalf of the Board of Directors
For BAFNA PHARMACEUTICALS LIMITED
SD/- SD/-
S. Hemalatha Vinayak Dinesh Dendukuri Whole-Time Director Whole-Time Director
DIN:02714329 DIN: 07601309
Place: Chennai Place: Hyderabad
Date: 11.08.2026
|