Your Directors are pleased to present their report on the business
and operations of your Company ("the Company" or "Jenburkt")
along with the audited financial statements of the Company and
auditors' report thereon for the financial year ended on 31^st March,
2026.

1. Summary of Financial Performance: . , .

The total revenue from the operations of the Company rose by
13.02% for the financial year 2025-26, which stood at
f 17,904.00 lacs as against f 15,841.25 lacs recorded for the
previous financial year2024-25.

The Company have recorded a profit before tax of f5,047.00
lacs for the financial year 2025-26, as against f 4,393.28 lacs
recorded for the previous financial year 2024-25 a rise of
14.88% year on year. The profit after tax for the financial year
2025-26 stood at f 3,473.60 lacs as against f 3,206.06 lacs
recorded for the previous financial year 2024-25, a rise of 8.34%
year on year. For the financial year 2025-26 the EPS of the
Company was recorded as f 78.71 a jump from f 72.65 recorded
for the previous financial year2024-25.

2. Dividend and Reserves:

A dividend of f20.70 or 207% on f10/- each fully paid-up
4413300 equity shares of the Company has been recommended
by the Board for the financial year 2025-26. This will absorb
f 913.55 lacs from the surplus profit of the Company available
for appropriation for the financial year2025-26.

The Board does not propose any amount to be transferred to
general reserve, for the year under review.

The reserves and surplus amount stood at f19,262.69 lacs as at
31^st March, 2026 as compared to f16,736.38 lacs as on 31^st
March, 2025, an increase by 15.09% yearon year.

The dividend declared by the Company is subject to the Tax

Deducted at Source (TDS), in this regard kindly refer to a note on
TDS on dividend, appearing in the Notice convening the 41^st AGM.

The 41^st AGM of the Company will be held on Friday, 04“’
September, 2026 by VC/OAVM. The record date fixed for the
purpose of payment of dividend is Friday, 28”¹ August, 2026 and
the cut-off date for recognition of members eligible for e-Voting
and for attending the 41^st AGM is Friday, 28^th August, 2026.

3. Management Discussion &Analysis Report:

A. Overview of Indian pharmaceutical industry structure,
development and important changes:

There is a particular pride in the fact that a nation which, for much
of its post-independence history, struggled to provide its citizens
the most rudimentary access to modern medicine, now ranks
third in the world by volume of pharmaceutical production and
supplies approximately 40% of generic medicines to the United
States alone. That achievement, built over three decades of
unglamorous investment in manufacturing quality and
regulatory compliance, is not the end of the story. It is,
increasingly, the platform for a more demanding one; whether
India can move from indispensable generic supplier to credible
therapeutic innovator, from volume to value, from acute to
chronic. By the evidence of FY2025-26, that transition is not
approaching, but underway.

The Indian Pharmaceutical Market concluded calendar year
2025 at approximately f2,40,672 crore, reflecting value
growth of 8.1% but the headline conceals a more interesting
story within it.

• In Q3FY26, IPM grew 10.21% year-on-year as per
January 2026 data, and the Q4FY26 growth was about
10.5%, led by cardiovascular, anti-diabetic, CNS, and
oncology segments, with chronic therapies with steady
value growth.

• By February 2026, monthly growth stood at 11% year-
on-year, with the MAT reaching f2,44,277 crore, volume
recovery now began contributing alongside price and
new product introductions.

Importantly, the market is growing while reweighting —
toward longer treatment cycles, higher prescriber
engagement, and therapeutic categories where brand depth
and clinical credibility compound over time rather than erode
with every generic entrant. Nowhere is this reweighting
more visible than in the GLP-1 story. A category that barely
registered in IPM discussions three years ago saw Mounjaro
move to the number one position in December 2025, with
anti-diabetics growing 18% in the same month. Strategic
partnerships between global innovators with Indian firms,
formed in late 2025, are expected to improve GLP-1
penetration through FY2026-27, with branded generics
entering from March 2026 onwards.

For companies whose therapeutic identity is built on the
downstream consequences of diabetes — neuropathy,
musculoskeletal complications, cardiovascular morbidity —
the GLP-1 wave is less a competitive disruption than a
patient-pool expanding in precisely the directions that
Nervijen, Cartisafe Forte, and Powergesic were built to
serve. The FY2026-27 industry growth outlook stands at
7% supported by strong projections in anti-diabetic and
urology sectors — segments that sit at the heart of what
Jenburkt does.

This commercial momentum is being enabled, and
simultaneously constrained, by government policy operating
on both levers at once.

• Under PM-JAY, approximately 42.48 crore Ayushman
cards have been created as of December 2025, with
10.98 crore hospital admissions authorising treatments
worth f1.60 lakh crore since inception. The scheme's
October'24 expansion to 6 crore senior citizens aged
70 broadens the insured base directly into the
demographic most acutely affected by musculoskeletal
disease, neuropathic pain, and cardiovascular morbidity
— the therapeutic categories that define Jenburkt's
portfolio.

• The Ayushman Bharat Digital Mission, with 84.5 crore
ABHA health IDs generated and 83.94 crore health
records linked as of Januthe Global Burden of Disease
2019ary 2026, is building the digital infrastructure
through which better diagnosis, treatment continuity,
and medication adherence will be delivered at
population scale in the years ahead.

• The PLI scheme has delivered f3,08,408 crore in total
sales and f1,98,509 crore in exports since inception —
India is now a net exporter in certain bulk drug categories
for the first time, a structural shift away from the Chinese
API dependency that has long been the sector's most
consequential vulnerability.

Yet the same government that architects this expansion
permits only a 0.64% price revision on scheduled drugs for
FY2026-27. The message is clear and consistent: build
differentiated, non-NLEM portfolios or absorb margin
compression indefinitely. Jenburkt's product architecture
and innovative formulations, built through deliberate,
patient-first clinical logic over four decades rather than
assembled reactively is a direct answer to precisely this
challenge.

The disease burden that underwrites all of this requires no
policy support to sustain and no heroic assumptions to
project. Musculoskeletal disorders affect 53.5% of Indians
aged 45 and above. Osteoarthritis, which affected 62.35
million Indians in the most recent Global Burden of Disease
analysis, is rising at a rate that demographic aging will only
accelerate. India's diabetic population exceeds 101 million,
of whom an estimated 25-30 million live with diabetic
neuropathy — one of the more disabling and under-managed
complications of the disease. And beyond the established
metros, Tier-2 and Tier-3 cities are growing faster than urban
centres in healthcare consultation volumes — a geographic
expansion of chronic care access that maps directly onto our
planned field force expansion this year.

India's pharmaceutical industry entered FY2026-27 with the
market having closed FY2025-26 at 8.1% growth,
accelerating to 11% in its final months. What this year has
made clearer than any prior year is that India's
pharmaceutical growth is being won in therapeutic
credibility, prescriber depth, and the patient construction of
chronic care brands that compound. Jenburkt has been
building exactly this, in exactly these categories, for over four
decades. The market has, in the year under review, moved
decisively toward it.

B. Business Performance & Overview

Our Pharma India Vertical operates through three distinct sub¬
divisions — Nova, Zora, and a Hybrid team — each with a defined
therapeutic portfolio ownership and prescriber targeting. In
FY2025-26, the total sales force grew to 700 individuals. This
focused field force enables concentrated brand promotion
across a portfolio of over 80 products, delivering focused
prescriber engagement rather than diffuse, broad-based
promotion. We launched new headquarters over the course of
the year improving our geographic reach.

It must be noted that the measure of a pharmaceutical
company's innovation quotient is not the volume of products
it launches, but the clinical logic and patient-centricity
embedded in each. By that criterion, FY2025-26 was a year
of genuine distinction.

• We developed Cartisafe Forte — India's first fixed-dose
combination of Undenatured Type II Collagen (40 mg),
Glucosamine HCl (1500 mg), Chondroitin Sulphate (50
mg), and Hyaluronic Acid (30 mg) — at an affordable price
of f46.9 per tablet. This formulation was designed
keeping both medical benefits and patient affordability
in mind, as many osteoarthritis patients stop treatment
due to the high cost of long-term therapy. Through 16
advisory boards and 15 regional scientific meetings, we
ensured strong scientific communication among
prescribers to improve patient outcomes.

• We introduced Nervijen DP — a Pregabalin Duloxetine
combination available in Monthly Compliance Packs (50
mg and 75 mg variants). This was developed to improve
patient adherence, as neuropathic pain treatment often
fails because patients are unable to continue therapy
regularly.

• We launched Powergesic Natura Oil — a 12-herb
phytomedicine formulation developed in association
with KLE Ayurvedic Medical College, Belagavi — marking

Jenburkt Pharma's entry into phytotherapeutics.

• Additionally, we launched Powergesic Gel 15 gm,
Zixspas, Zixlam Forte, and Piritexyl LD during the year.

In a competitive environment populated by companies
capable of deploying formidable promotional budgets,
Jenburkt has made a considered strategic wager: that
prescriber relationships built on scientific substance outlast,
and outperform, those constructed on promotional
incentive. The evidence of FY2025-26 suggests this wager is
paying compounding dividends.

The Division executed over 6,000 HCP engagement
initiatives during the year — including 3 flagship programmes
each drawing 350 or more healthcare professionals. Our
ongoing collaborations with NIMHANS, Bengaluru and
Iyengar Yoga together engage in excess of 500 physicians
monthly through structured, evidence-based masterclasses
on neuropathy and chronic pain management. The first-time
collaboration with KLE Ayurvedic Medical College, Belagavi
— established in connection with the Powergesic Natura Oil
launch — extends this logic of scientific partnership into the
phytomedicine domain, reflecting the intellectual
seriousness with which management approaches product
category development.

Our portfolio's competitive standing, as independently
validated by IQVIA's MAT data through December 2025,
provides the most rigorous external measure of where
Jenburkt's brands sit within their respective markets — and
the picture is one of genuine, broad-based commercial
credibility. Across 8 market categories, the Company holds
top-ranked positions in two segments: Crisbo Ointment
commands the Crisaborole market outright, while
Powergesic Patch holds the number one prescription
position among orthopaedic specialists. Zix PG and Oxicojen
rank second in the Pregabalin Aceclofenac and Oxiconazole
markets respectively, while Triben B and Nervijen P hold
third-place positions in the Clotrimazole Beclomethasone
and Pregabalin Methylcobalamin combination segments.
The Powergesic franchise demonstrates its depth across
multiple ranking tiers — with Powergesic 2X Gel and
Powergesic MR at fourth place, Powergesic Tab at sixth —
confirming our systematic category penetration across the
pain management continuum. Nervijen NP and Nervijen
Cap/Inj rank seventh in their respective neuropathy
segments, and Triben Plus Cream holds eighth position in the
Clotrimazole Beclomethasone Neomycin market.

In aggregate, Jenburkt holds ranked market positions across
no fewer than fourteen brands spanning pain, neuropathy,
antifungal, and combination therapy segments — a portfolio
footprint that constitutes a material and compounding
commercial asset.

The Wellness Vertical — anchored by the Zixa Strong brand —
operates at the intersection of the professional
physiotherapy community and the active consumer
segment. During FY2025-26, the Division expanded its
geographic presence to additional cities in general trade. This
expansion was pursued in concert with deepened
penetration of the professional physiotherapy channel,
which remains the Division's primary prescriber audience.
The year's most clinically consequential product innovation
was the ZIXA Strong 2-in-1 Pain Relief Gel Professional
Series — India's first combined ultrasound gel with analgesic.
Launched at the IAP National Conference in September
2025, and designed specifically for phonophoresis therapy in
physiotherapy clinics, this product does not compete on the
well-trodden terrain of topical analgesic formulation
novelty; it creates a first-mover advantage that is
considerably more defensible than price or packaging
differentiation.

The brand's unique Champion Behind the Champions
initiative — now India's first and only YouTube channel
dedicated exclusively to physiotherapists — crossed 27,000
subscribers during the year and has become, in its own right,
a meaningful clinical engagement platform. 7 Continuing
Physiotherapy Education sessions with NIMHANS,
Bengaluru and one with Manipal College of Health
Professions (MCHP) reached 14,000 physiotherapists
digitally, while participating at key national-level
physiotherapy conferences carried Zixa Strong's clinical
presence into professional gatherings.

ZIXA's consumer-facing #NeverStopPushing campaign
deepened the brand's presence in the active fitness
community via a flagship stall at Tata Mumbai Marathon Get
Active Expo 2026 (ranked among top 10 marathons in the
world) and through partnerships with elite running coaches.
Our digital campaigns reached crores of individuals as we
continue our brand building efforts to build genuine cultural
presence in a community that converts, retains, and
advocates our brand. India's OTC topical pain relief is a
fragmented market where nearly every home already keeps a
tube or tin of choice. The challenge is earning that spot in the
medicine cupboard, household by household. Winning in
this segment means rewriting that reflex, one household at a
time. With patience, disciplined business planning, and a
product pipeline shaped by what patients and
physiotherapists tell us they need, ZIXA Strong is well
positioned, and the feedback so far affirms it.

Jenburkt's international business grew the way it always has:
through regulatory discipline, principled promotion, and
patient market-building. Ornel is now a top-3 brand in its
category in Benin, Togo added three launches to build a
multi-product presence, and Kenya granted a fifth
consecutive GMP approval, with Marketing Authorisation

secured for Nervijen-NP. Sri Lanka, set back by earlier
macroeconomic headwinds, is showing early signs of
recovery, though volumes are still below historical levels.

Taken together, the Pharma India, International Business and
Wellness Divisions present how we have cultivated deep
relationships — brand by brand, prescriber by prescriber,
community by community — and that enters FY2026-27
with the compounding advantage of institutions built on
substance.

C. Risks, Concerns & Threats

The operating environment for Indian pharmaceutical
companies in FY2025-26 has been defined as much by
geopolitical turbulence as by domestic market dynamics.
Ongoing disruption in Red Sea shipping lanes has materially
increased freight costs and transit times for pharmaceutical
exports, with vessels rerouted via the Cape of Good Hope adding
significant logistical burden particularly for temperature-
sensitive products. The Russia-Ukraine and US-Iran conflicts
continue to disrupt supply chains and, in some cases, complicate
cross-border payments, in historically important markets.

India's structural dependence on China for APIs (estimated at
approximately 70% of total API requirements, and higher still
for certain fermentation-based molecules) remains the
industry's most consequential unresolved vulnerability. The
PLI scheme has delivered meaningful progress in domestic
API manufacturing, but Chinese cost advantages in power,
subsidies, and scale continue to present a competitive
challenge that policy alone cannot fully resolve.
Compounding this, the year has seen a sudden and largely
unprecedented surge in input costs across laboratory
reagents, specialty chemicals, packing materials, and a long
tail of smaller administrative line items — each individually
modest, cumulatively - material.

Quality talent, too, has become increasingly difficult to
attract and more expensive to retain across key functions.
Management views the consequent rise in employee costs as
a near-term pressure but a long-term investment in the
institutional capability that the next decade of growth will
require.

In the markets Jenburkt primarily competes in (topical
analgesics, neuropathic pain, and osteoarthritis
therapeutics) the company operates against well-capitalised
national and multinational players many times its size, and
competitive intensity is sustained and growing.
Management's response across each segment is consistent:
differentiation through clinical science, community depth,
and prescriber relationship infrastructure rather than
promotional volume, which is a strategy that, by its nature,
builds more durable competitive insulation than spend-
driven market share. Even as field expenditure rises with
category competitiveness, every rupee of promotional
investment continues to be deployed within UCPMP
guidelines and Jenburkt's own ethical promotion code; a
discipline that has defined the company's prescriber
relationships for four decades.

Management remains attentive to each of these risk
dimensions and has taken deliberate steps across supply
chain monitoring, portfolio positioning, and commercial
strategy to ensure that Jenburkt's exposure is understood,
managed, and, where possible, converted into competitive
advantage.

4. Management:

A. Appointment/ re-appointment of Director(s) during theyear:

(i) Re-appointment during the year under review: Shri Ashish U.
Bhuta (DIN:00226479) was re-appointed as the Chairman
and Managing Director of the Company for a period of five
years from 1^st April, 2026 to 31^st March, 2031 by the
members by passing a special resolution at the 40“’ AGM of
the Company held on 18^th July, 2025. His appointment is
subject to retirement by rotation.

(ii) Recommendation of appointment of Director: Appointment
of Shri Dilip H. Bhuta (DIN:03157252) (age 74 years), as a
Director of the Company is proposed, as he is liable to retire
on rotation at the ensuing 41^st AGM of the Company. Being
eligible for re-appointment, he has offered himself to be re
appointed.

(iii) Recommendation for re-appointment: Shri Dilip H. Bhuta
(DIN: 03157252) was appointed as the Whole Time
Director of the Company, for a period of five years from 1^st
April, 2022 to 31^st March, 2027. Shri Dilip H. Bhuta's (age 74
years), re-appointment as the Whole Time Director and CFO
(Key Managerial Personnel) of the Company is proposed for
a period of five years from 1^st April, 2027 to 31^st March, 2032,
along with terms of his remuneration for a period of three
years form 1^st April, 2027 to 31^st March, 2030. A special
resolution is proposed in this regard for the members'
approval, at the ensuing AGM of the Company. His
appointment is subject to retirement by rotation as a director
of the Company.

A brief profile of Shri Dilip H. Bhuta, proposed to be re appointed
as the Whole Time Director and CFO, is appearing in the
explanatory statement, annexed to the Notice convening the
AGM, appearing in this Annual Report.

B. Independent Directors:

(i) Pursuant to section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI-LODR),
the Company is in receipt of individual declaration from all
the four non-executive and independent directors on the
Board confirming fulfilling the criteria of independence
prescribed under section 149(6) of the Companies Act, 2013

(the Act) and Regulation 16(1) (b) of the SEBI-LODR, by each
of them.

(ii) It is hereby declared that in the opinion of the Board, each
independent director on the Board of the Company, is a
person of integrity, possessing the required expertise and
experience including proficiency.

C. Details of Employees:

In terms of Rule 5 of Companies (Appointment of Remuneration
of Managerial Personnel) Rules 2014, details of remuneration of
each director, CFO and the company secretary along with
percentage of median remuneration paid to employees, number
of employees, comparative income in salaries of employees
other than the Managerial personnel, in percentage, etc. is
presented in "Annexure-E", hereto.

D. Details of the Meetings of Board of Directors:

During the year, under review, the Board of Directors met for
four times, i.e. on 20^th May, 2025, 12“’ August, 2025, 28“’
October, 2025 and 03^rd February, 2026. The intervening gap
between two consecutive meetings was within the prescribed
period under Companies Act 2013 and Secretarial Standards on
Meetings of Board of Directors (SS-1).

The present composition of the Board is as given in Table-1
below.

E. Composition and Details of meeting of the Committees of the
Board:

The present composition of Committees of the Board is as given
in Table-2 below.

Details of Meeti ngs of Committees:

i. Audit Committee: This Committee met for four times during
the year under review: on 20”’ May, 2025, 12”’ August, 2025,
28^th October, 2025 and 03^rd February, 2026. The intervening
gap between two consecutive meetings was within the
prescribed period under SEBI-LODR and SS-1.

ii. Stakeholders Relationship Committee: This Committee met
for four times during the year under review: on 20^th May,
2025, 12^th August, 2025, 28^th October, 2025 and 03^rd
February, 2026.

iii. Corporate Social Responsibility Committee: This Committee
met for three times during the year under review: on 20“¹
May2025, 12^th August 2025 and 03^rd February2026.

iv. Nomination and Remuneration Committee: This Committee
met for two times during the year under review: on 20^th May
2025 and 12^th August 2025.

The above referred committees, during their respective
meetings takes decision on matters within their purview and
recommend the same to the Board. The Board in turn consider all
such recommendations forwarded by the committees to it, to
arrive at appropriate decisions.

For more details about the above committees, their terms of
reference, etc. kindly refer to report on Corporate Governance in
this Annual Report.

F. Annual performances evaluation procedure:

The annual performance evaluation of the Board, its
Committees, and individual Directors, including the Chairperson
and Independent Directors were carried out, pursuant to the
provisions of Section 134(3)(p) and Schedule IV (Code for
Independent Directors) of the Act, and Regulation 17(10) of the
SEBI-LODR, during the year, as follows:

Evaluation Procedure:

The evaluation was conducted through a structured and
transparent process designed to foster effective governance and
accountability. The process included:

i. Board Evaluation:

Conducted by all Directors to assess the Board's structure,
composition, diversity, processes, effectiveness in strategic
and risk oversight, adherences & compliances, and
stakeholdervalue creation.

ii. Committee Evaluation:

Each Committee was evaluated by its members based on the
effectiveness of its meetings, quality of inputs, clarity of
roles, timely and informed decision making process, and
compliance with regulatory responsibilities.

iii. Individual Directors' Evaluation:

Directors were evaluated based on their attendance,
preparedness, participation, understanding of the business,
and contribution to Board discussions and decision-making.

iv. Independent Directors' Evaluation:

Conducted by the entire Board (excluding the Director being
evaluated), as per Schedule IV of the Act, focusing on
objectivity, integrity, independent judgment, and
contribution to governance.

v. Evaluation of the Chairperson:

Conducted by the Independent Directors, taking into
account leadership qualities, facilitation of effective Board
functioning, and relationship with other Directors and
management.

Criteria for Evaluation

These evaluation were based on a set of well-defined and
objective criteria, which included:

i. Composition and diversity of the Board and Committees

ii. Effectiveness in strategic planning and risk

iii. Timely and informed decision-making

iv. Adherence to ethical standards and governance norms

v. Level of engagement and meaningful participation

vi. Compliance with applicable laws, policies, and procedures

vii. Contribution to the development of a transparent and high-
performance culture.

Performance Highlights

i. The Board operates in a professional, transparent, and
efficient manner, providing sound strategic direction and
oversight.

ii. Committees function independently and effectively, with
clear focus on their respective mandates.

iii. Individual Directors, including independent Directors,
contributed significantly to Board deliberations, upholding
high standards of integrity, independence, and
accountability.

iv. The Chairperson demonstrated strong leadership, fostering
open dialogue and ensuring active participation by all Board
members.

G. Salient features of Company's policies on Directors' appointment

and remuneration:

i. The "Selection of Directors, Senior Managerial Personnel
and determining Directors' independence" and

ii. "Remuneration of Directors, Key Managerial Personnel and
other Employees” are the two policies approved and
adopted by the Board with regard to directors' appointment
and their remuneration.

Listed below are salient features of these two policies:

i. For selection of Directors and determining Directors'
independence:

For providing guidance towards appointee directors'
qualification, experience, etc. as required and determine
their independence of the management of the Company, the
Company has framed a policy viz. "Selection of Directors,
Senior Managerial Personnel and determining Directors'
independence". This policy contains the guiding principles
for the Nomination and Remuneration Committee for
identifying Directors.

For the appointment of a Director on the Board of the
Company, the Nomination and Remuneration Committee,
take in to account criteria such as education, professional
background, knowledge and understanding about
Company's business dynamics, the industry, in general,
personal and professional ethics, integrity values and
willingness to shoulder his/her duties, attendance at the
Board and Committee meetings, perform his/her role with
responsibility, adherence to the company's policies and
codes, provision of all acts, rules and regulations, as
applicable etc., are consider to act as the Director on the
Board of the Company. In case of independent Directors,
his/her independence of the management of the Company,
no conflict of interest in any transaction entered in to or to be
entered in to by the Company with any person(s), firms,
Companies, body corporates, whether directly or indirectly,
are taken into account. W e b l i n k :
https://www.jenburkt.com/Other_Info/20152016/Policy-
Selection-of-Directors-Senior-Managerial-Personnel-
Determining-Directors-Independence.pdf

ii. For remuneration of Directors, key managerial personnel
and other employees:

The Company has a Policy on remuneration of Directors, Key
Managerial Personnel and other Employees.

Guiding Principles for remuneration: The Company shall
remunerate all its personnel fairly, reasonably and
sufficiently. The remuneration shall be commensurate to
attract, retain and motivate the human resources of the
Company. The level of the concerned employee in the
Organization compensation package will, inter alia, take into
account the level of the concerned employee in the
organization, as approved by the Human Resource head.

With the above guiding principles, the Nomination and
Remuneration Committee recommend to the Board, the
remuneration payable to all the Directors, key managerial
personnel and senior employees of the Company including
the sitting fees of the independent Directors.

Your company has also insured all its Directors and senior
officers, under D&O liability insurance, for indemnifying
them from any liability that may occur while performing their
role, duties, responsibilities etc. The insurance premium
towards the said policy is borne by the Company. weblink:
https://www.jenburkt.com/Other_Info/20152016/Policy-
on-Remuneration-of-Directors-Key-Managerial-
Personnel-and-Other-Employees.pdf

H. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the financial

statements for the financial year 2025-26, your Board of

Di rectors state that:

i. in the preparation of the annual accounts for the financial
year 2025-26, the Company has adopted and followed the
Indian Accounting Standards (IND-AS), as applicable and
there is no material departure from the same;

ii. the estimates and judgments relating to financial statements
have been made, based on application of sound and
consistent accounting policies, on a prudent and reasonable
basis in order to ensure that financial statements for the
financial year 2025-26 reflect, in a true and fair manner, the
form and substance of the transactions reasonably present
the Company's state of affairs and profit/loss for the year;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets of
the company and for preventing and detecting fraud and
other irregularities;

iv. they have prepared the annual accounts on a going concern
basis;

v. they have laid down internal financial controls, which are
adequate and operating effectively and

vi. the systems are in place to ensure compliance with the
provisions of all applicable laws and such systems were
adequate and operating effectively.

I. Key Managerial Personnel (KMP)

In compliance with the provisions of the Section 203(1) of the

Act, the Company has three KMPs, viz. Shri Ashish U. Bhuta-

Chairman and Managing Director, Shri Dilip H. Bhuta-Whole

Time Director and CFO and Shri Ashish R. Shah-Sr. Vice

President and Company Secretary and Compliance Officer as on
31^st March, 2026. No changes in KMP took place during the year
under review.

5. Internal Control System including Internal Financial Control
with reference to the financial statement and their adequacy:

Jenburkt's internal controls commensurate with its size and the
nature of its operations. Appropriate systems of recording
financial and operational information, internal control, including
monitoring procedures are maintained at the Company. This
ensure that all assets are safeguarded against loss from
unauthorized use or disposition and that the overall objects and
goals are met within the organisation.

Jenburkt has, as a policy, well defined delegation of power with
proper authority, this ensure that appropriate responsibilities are
carried out by the concerned with commitment to create
organisation's assets and income.

The policies and procedures framed and practiced by the
employees of the Company endeavors to provide for adequate
checks and balances and are meant to ensure that all the
approvals, authorisations, verifications, reconciliation, reviews
are performed and recorded and all statutory compliances are
done and reported wherever required.

A software for Structured Digital Database has been installed in
its own server by the Company, as required under SEBI-
(Prohibition of Insider Trading) Regulations, 2015 (SEBI-PIT). All
the Unpublished Price Sensitive Information (UPSI) of the
Company are recorded in it, as and when generated. The trading,
transactions etc. by the designated and connected persons in
the equity shares of the Company are also recorded regularly.

Your Company strongly believe in financial prudence and
ethical governance. The Internal control system involve
overseeing the process effected by the Board and Senior
Personnel of the Company, to provide reasonable assurance
that the Company compliances with the applicable laws,
policies, codes, etc. and that such compliances are done in
timely manner and are accurate and reliable. Proactive
approach towards prevention and corrective measures are
ensured.

To strengthen the compliance culture at every level, the
Company has installed a Compliance Management Application.
This system facilitates the monitoring and reporting of
compliance with applicable laws across the Company i.e. at the
Head Office, plant, and warehouse. It enables the management
to track compliance more effectively and promote a culture of
accountability, thereby providing enhanced assurance for being
and always remaining compliant with all applicable laws.

The Company's accounts are overviewed every quarter by the
Internal Auditors and Statutory Auditors. The Company's cost

data are also verified by the Cost Auditors. The Company's
secretarial compliances are verified by a peer reviewed firm of
the Practicing Company Secretaries. There have been no major
adverse observations reported by any of them for the year under
review. For the operational issues reported by them, the
Company took necessary corrective actions to rectify them.

The audit committee of the Company carries out inter-alia,
the functions specified under the Act and SEBI-LODR. The
Company has a well-defined whistle blower policy under its
vigil mechanism.

The Company keeps investing in automation and latest
technology to improve efficiency in business operations. A
SAP based ERP system is in place in the Company. This ERP
system integrate the Company's manufacturing and supply
chain and key supporting functions like finance and
accounts, marketing, sales, HR, etc. The system has also been
installed with your Company's Super Stockists to get data of
their sales, stock, collection, breakage/expiry etc. The
Company's investment in such technology ensured that your
Company could work remotely almost instantaneously.

Your Company's financial health is robust, it's a debt-free and
cash rich Company, maintaining and ensuring liquidity and
financial agility, this provide us with the flexibility to seize growth
opportunities swiftly. Our commitment to pay vendors, all
stakeholders promptly strengthens our credibility and
association, ensuring a smooth supply chain. Your Company is
also prompt in meeting its statutory obligations. This disciplined
approach ensures that our financial commitments are met
without compromising our financial strength.

After paying handsome dividends to the Shareholders, the
profits are ploughed back to business, everyyear. This enable the
Company to focus on strategic and diversified investment,
research and developments and sustainable growth. Stringent
financial control ensures transparency, accuracy and various
timely compliances. The Board is of the opinion that the
Company's internal financial controls are adequate and
effective.

6. Research & Development:

Jenburkt's R&D unit holds continued recognition from the
Department of Scientific and Industrial Research, Government
of India; a certification first granted in January 2010 and
renewed through FY2025-26, affirming standards of scientific
rigour maintained across 15 years of evolving therapeutic and
regulatory demands.

The product launches of the year are the most visible
expression of this rigour in practice.

- We built Cartisafe Forte around a single insight: most
osteoarthritis patients don't complete their full course of
therapy. By putting the patient's experience first, we

designed a formulation that improves compliance
solving the clinical and commercial problem in one
product.

- Powergesic Natura Oil, developed at our R&D unit in
Sihor marks Pharma India Vertical's first deliberate entry
into phyto-therapeutics.

- ZIXA Strong 2-in-1 Pain Relief Gel is India's first
ultrasound coupling medium with phytochemicals.
Shaped by the clinical insight of practicing
physiotherapists performing phonophoresis, and
opening up a new clinical utility category for the brand.

Infrastructure investment has kept pace with pipeline
ambition. The acquisition of an industrial plot at Sihor and the
procurement of analytical equipment (UPLC, FTIR,
Dissolution Tester, Stability Chambers, and related
instrumentation) are the capital commitments of an
organisation that understands the indissoluble connection
between laboratory capability and long-term regulatory
credibility.

The pipeline entering FY2026-27 is disciplined, clinically
grounded, and directed with precision at the chronic disease
burden that has always been Jenburkt's therapeutic home.

7. Material development in Human Resources:

FY2025-26 was, in human capital terms, a year of structural
renovation and reflects the compounding quality of
organisational decision-making, talent retention, and cultural
coherence.

• Band Structure Modernisation was introduced as a
comprehensive overhaul of grades. Compensation
architecture grounded in rigorous external
benchmarking has been introduced, which addresses
one of the most underappreciated competitive risks
facing growing mid-sized organisations: the quiet
haemorrhage of talent to better-compensated
alternatives.

• A Sales Career Architecture was rolled out across Pharma
India and Wellness Divisions provides a structured and
communicable career progression framework for field
force professionals.

• Our inaugural Townhall meeting attended by 800
employees institutionalised a form of transparent all¬
hands communication.

• Our HRMS software, now live across the entire
organisation, makes Jenburkt an HRIS-compliant,
digitally enabled organisation in a way that creates
analytical talent management capability at the scale its
headcount demands.

• We conducted our annual QUEST Meeting to further
streamline and improve cross-functional efficiencies at
our Sihor plant.

• On an ongoing basis, we have multiple training programs
including leadership development, soft skills and

grooming to ensure each Jenburktian is polished and
equipped to work in today's dynamic environment.

8. International Business:

There is a particular kind of institutional confidence that
expresses itself in the markets it has chosen with deliberate
patience and regulatory rigour to build, and Jenburkt's
international business is precisely that conviction made
operational.

• In Benin, the Ornel brand has consolidated a position
among the top 3 in its therapeutic category. This is a
commercially meaningful achievement in a competitive
Francophone West African market that is built not
through promotional extravagance but through
consistent quality delivery and the gradual accumulation
of distributor trust.

• In Togo, 3 product launches (Cartisafe Forte MSM Tablets
, Powergesic MR tablet and Zenglobin syrup) during the
year establish a multi-product presence in a strategically
adjacent market.

• In Kenya, Jenburkt secured GMP approval for the fifth
time (in the past 20 years) consecutively; a continuity of
regulatory endorsement that communicates the
consistency of manufacturing standards underlying the
company's international aspirations.

• Marketing Authorisation was received during the year for
Nervijen-NP (Pregabalin Nortriptyline HCl
Methylcobalamin) in Kenya bolstering the neurology
portfolio in a market where neuropathic pain
management remains clinically underserved at a scale
that the Nervijen franchise is well-positioned to address.

Export volumes to Sri Lanka, which were impacted by
macroeconomic headwinds in prior periods, are showing the
early signs of gradual recovery, though volumes remain
below historical levels. Management monitors this recovery
trajectory with appropriate realism.

9. Segment wise performance:

Your Company operates exclusively in one segment i.e.
pharmaceutical formulations.

10. Details of significant changes in key financial ratios:

a. Inventory Turnover ratio has declined marginally from 3.40 times
(2024-25) to 2.87 times (2025-26).

b. Interest coverage ratio was increased from 98.02 times (2024¬
25) to 101.69 times (2025-26).

c. Change in Return on Net worth: The net worth of the Company
rose from ^17,177.71 lacs (2024-25) to ^19,704.02 lacs (2025¬
26). The return on net worth decreased from 18.66% (2024-25)
to 17.63% (2025-26).

d. Total Debt Equity Ratio decreased from 0.02 times (2024-25) to
0.01times (2025-26).

e. Debtors' turnover ratio increased from 7.54 times (2024-25) to
7.48 times (2025-26).

f. Current Ratio increased from 3.00 times (2024-25) to 4.11 times
(2025-26).

g. Operating profit margin improved from 29.32% (2024-25) to
27.91%(2025-26).

h. Net profit margin remained stagnant from 21.14% (2024-25) to
20.59% (2025-26).

11. Statutory Auditors and Report:

The auditors of the Company viz. M/s. D. R. Mehta & Associates,
a peer reviewed firm of Chartered Accountants (Reg.
No.:106207W) have confirmed their eligibility to act as the
auditors of the Company for the period from conclusion of the
ensuing 41^st AGM (2026) till conclusion of 42^nd AGM (2027) for
auditing the financial statement of the Company for the financial
year 2026-27.

Earlier, the Company had appointed them for a second term of
five consecutive years from the conclusion of the 37^th AGM held
on 29^th July, 2022 to the conclusion of the 42^nd AGM of the
Company to be held in the year2027.

Their auditors' report with unmodified opinion on the financial
statements of the Company pertaining to financial year 2025-26
as submitted by them was disclosed/circulated, as required. The
same has been attached to the financial statements in this
Annual Report.

12. Reporting under Section 143(12) of the Act:

Pursuant to Section 134(2)(ca) of the Act, the Statutory
Auditors have stated in their report that in terms of Section
143 (12) of the Act, in the course of their duties, had no
reason to believe that any of the officer or employee of the
Company, had or has committed any offence or fraud.

13. Secretarial Auditors and Report:

The Secretarial Auditors of the Company Viz. M/s Nilesh Shah &
Associates, a peer reviewed firm of practicing Company
Secretaries (firm registration no. P2003MH008800), have
confirmed their eligibility to act as the Secretarial Auditors of the
Company for the period from conclusion of the ensuing 41^st AGM
(2026) till conclusion of 42^nd AGM (2027) for auditing the
secretarial records of the Company for the financial year2026-27.

In the previous AGM, the members consented for their
appointment as the Secretarial Auditors of the Company for a
first term of five consecutive years from the conclusion of 40^th
AGM till the conclusion of 45^th AGM to be held in the year 2030,

i.e. beginning from the financial year 2025-26 to financial year
2029-30.

Their secretarial Auditors report for the FY 2025-26 is attached
as "Annexure-A and A-1” to this report. The same has been
presented to the members of the Company in prescribed format
i.e. Form MR-3. The said report does not contain any
observation, reservation or adverse remark.

Pursuant to regulation 24A(2) of SEBI-LODR, their annual
secretarial compliance report pertaining to financial year 2025¬
26 was also received by the Company and submitted to the stock
exchange, as required.

14. Cost Auditors and reports:

In pursuance of the order of the Central Government and
pursuant to section 148(1) of the Act, Companies (Cost Record
and Audit) Rules, 2014 as amended, your Company prepare and
maintain cost records, for its pharmaceutical formulations.

On the recommendation of the Audit Committee, M/s. Kirit
Mehta & Co. LLP (Registration No.:000353) were appointed as
the cost auditors, by the Board of Directors of the Company, for
auditing the cost records of the Company for the financial year
2026-27. The Company was in recei pt of their eligibility letter for
appointment as the cost auditors of the Company for the
financial year2026-27.

The Company and the Cost Auditors have mutually agreed upon
the fees for the services to be rendered by the cost auditors for
financial year 2026-27. An ordinary resolution has been
proposed in the notice convening the ensuing 41^st AGM of the
Company, for ratification of their fees for the financial year2026-
27.

Pursuant to section 148(6) of the Act, read with rules thereunder,
the Company's cost audit report for the financial year 2024-25
under Form No.: CRA-4 was submitted to the Central
Gove rnment during the year.

15. Annual Return:

Company's annual return, in the prescribed form no. MGT-7,
containing particulars, as they stood on the close of the financial
year 2024-25, as duly submitted to the Ministry of Corporate
Affairs, in compliance with section 92(3) and 134(3)(a) of the Act,
is placed on the website of the Company, viz.
www.jenburkt.com. For the web link of the same, kindly refer to
report on Corporate Governance in this Annual Report.

16. Particulars of loans, guarantees or investments made by the
Company:

No loan or guarantee was given to any person or body corporate
directly or indirectly by the Company, pursuant to Section 186 of
the Act, during the financial year 2025-26. The investments in
various securities made and held by the Company during the
financial year under review are within the limits set under the
applicable provisions of the Act, details of which are presented in
note no. 4 of the financial statement of the Company.

17. Particulars of related party transactions:

The Board of the Company has approved the Company's policy
on "Materiality of related party transactions and dealing with
related party transactions". The same is available on the
Company's website, viz. www.jenburkt.com. For the web link of

the same, kindly refer details provided in the report on Corporate
Governance in this Annual Report.

A. In terms of Section 188 of the Act and rules made thereunder, no
materially significant related party transaction, was entered into
by the Company during the financial year 2025-26, with its
promoters, Directors, KMPs or other designated persons which
may have a potential conflict with the interest of the Company, at
large. None of the Directors have any material pecuniary
relationships or transactions vis-a-vis the Company.

The Leave and License agreements, which are not material in
nature, were executed by the Company during the FY 2023-24
and FY 2025-26. These transactions were in the ordinary course
of business and at arm's length basis. Voluntary disclosure of
these transactions though not "Material" in nature are annexed
in the prescribed form No.AOC-2 to this report as "Annexure-B".

The Company has no Material related party transactions in terms
of Regulation 23 of SEBI-LODR and in terms of the Company's
policy.

Apart from receiving their respective remuneration and dividend
on their shareholdings, none of the Directors on the Board or
any KMPs has any pecuniary transaction with the Company, or
inter-se, which has potential conflict of interest with the
Company.

B. Other Disclosures:

(a) Disclosure in terms of Regulation 34(3) read with sub clause

(1) of clause A (Related Party Disclosure) of Schedule V of
SEBI -LODR:

- This requirement is not applicable to the Company.

(b) Disclosure in terms of Regulation 34(3) read with sub clause

(2) of clause A (Related Party Disclosure) of Schedule V of
SEBI-LODR:

- This requirement is not applicable to the Company as it
doesn't have any Holding or Subsidiary Company.

(c) Disclosure in terms of Regulation 34(3) read with sub clause
(2A) of clause A (Related Party Disclosure) of Schedule V of
SEBI-LODR:

- Kindly refer to disclosure in AOC-2 at "Annexure-B" annexed
to this report.

18. Corporate Social Responsibility(CSR):

In January 2026, Jenburkt undertook an unique initiative with
the directness and specificity it demands: it addressed, in
concrete and operational terms, the mortality consequences of
late cancer diagnosis in India. The Asha Van, unveiled on January
8, 2026, in the presence of the Honourable Chief Minister of
Gujarat, Shri Bhupendrabhai Patel, and donated to the Indian
Red Cross Society, Bhavnagar — is India's first van equipped to
screen for ten cancers. It carries diagnostic technology from
HORIBA, VELscope, GE Healthcare, Sysmex, and FUJIFILM —
instrumentation deployed at India's leading cancer institutes,
now brought to villages in Bhavnagar district by road. It screens
for breast, cervical, oral, blood, lung, prostate, intestinal, and

pancreatic cancer, with specialist reports delivered within 24
hours and a zero-dropout referral pathway for every suspected
case.

Early operational data through March 10, 2026 is instructive

- 8 screening camps across eight villages in Bhavnagar
district screened 264 beneficiaries — every one of them
receiving a first-time cancer screening. Within the first 90
days of launch, of 176 specific cancer tests performed, 13
suspected cases were identified. Every single one was
referred — a 100% referral rate is a deliberate operational
commitment. Its launch received coverage across 90
Gujarat print publications, but the column inches are, frankly,
the least important measure of what the Asha Van
represents.

As our Chairman & Managing Director, Mr. Ashish U. Bhuta
stated - over 2 million projected cancer cases represent
families whose lives will be determined by whether they
receive early intervention or delayed diagnosis. The Asha Van
is Jenburkt's commitment to closing that gap; not as
aspiration, but as an operational programme.

The Blood Centre — Where Philanthropy Meets Institutional
Permanence

Our long-standing association with the Indian Red Cross
Society, Bhavnagar District — built and continuously
deepened over many years — has donated over 31,000
bottles of blood under a zero-replacement policy that
reflects, in its design, a profound respect for human dignity:
every unit from a voluntary donor, no family ever asked to
provide a replacement donation as the price of their loved
one's treatment.

This year brought a capacity transformation of structural
significance. The hub-and-spoke restructuring — with the
Mother Blood Bank in Bhavnagar upgraded as the central
collection, cross-matching, screening, and quality-control
hub, and satellite storage centres are planned at Sihor taluka
(serving approximately 150 villages) and Mahuva taluka
(Bhavnagar's most rural tehsil, serving a further 150 villages)

- extends blood availability to patient populations for whom
a hospital-level transfusion service previously required hours
of travel. Fleet additions — an Eco Van for inter-centre
transport, an Ertiga for medical officer outreach, a battery
scooter for daily hospital dispatch — speak to the operational
thoroughness with which this programme is managed.

Two new diagnostic services added during the year address
access specific healthcare gaps in the community.

- A Treadmill Stress Test facility (in a district of 2.5 million
people served by only 3 to 4 TMT machines) brings a
cardiac diagnostic previously confined to the city to any
patient in Bhavnagar who requires it.

- A Sleep Apnea Test (previously available through a single

provider requiring equipment transported from Rajkot,
making it effectively inaccessible to the district's
population) is now available locally, addressing a
frequently undiagnosed risk factor for cardiac disease in
a community where cardiovascular morbidity is a
defining clinical challenge.

In the Asha Van that travels Bhavnagar's villages and the
blood that flows daily to twenty hospitals without a family
ever asked to replace it, Jenburkt's truest statement of
institutional character is written - in the irreducible currency
of lives materially improved in the land that nurtured the
Founder's family, shaped the values that built this
organisation, and continues to remind us, with quiet
insistence, of what business at its most purposeful can and
must do.

Corporate Social Responsibility is a core element of the
Company's culture and is implemented with a strong focus on
compliance with applicable legal requirements. In accordance
with Section 135 and Schedule VII of the Companies Act, 2013,
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, the Company carries out its CSR
activities directly.

During the year under review, CSR initiatives were undertaken
based on the recommendations of the CSR Committee and with
the approval of the Board.

The Company has a Board-approved CSR Policy, under which an
Annual Action Plan is formulated for each fina ncial yea r.

All CSR expenditures during the year were made in alignment
with this Policy and Action Plan.

A detailed report on the Company's CSR activities, including a
summary of the CSR Policy, the nature of initiatives undertaken,
the amount spent during the year, and other prescribed
disclosures, is provided in the format specified under the
applicable rules and is annexed to this Report as "Annexure-C".

The CSR Policy of the Company is available on the website of the
Company at

https://www.jenburkt.com/Other_Info/20152016/Policy%20on%20CSR.pdf

19. Investors' Education and Protection Fund (IEPF):

To intimate those shareholders who have not claimed their
dividend for consecutive seven years, about the mandatory
transfer of dividend and corresponding shares to IEPF, the
Company has taken appropriate steps by way of sending
individual letters, by providing information under notes to the
notice conveningAGMs and by publishing newspaper notices.

Pursuance to section 124 and 125 of the Companies Act , 2013
read with the Investor Education and Protection Fund Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended, the unpaid or unclaimed dividends declared up to
financial years 2017-18, from time to time, along with the
corresponding equity shares in respect of which dividend had
remained unpaid or unclaimed for seven consecutive years or
more, were transferred to IEPF authority by the Company, in the
month of September, 2025.

The shareholders are hereby informed that the dividend amount
and equity shares transferred to IEPF can be claimed back by the
shareholders from the IEPF authority by following the procedure
mentioned in the above said rules of IEPF. The shareholders are
requested to complete their KYC requirements and claim their
dividend, from the Company, if not encashed yet, from financial
year 2018-19 onwards, to avoid procedure for claiming later
from IEPF, along with corresponding shares, if any. With regard
to the rules pertaining to IEPF the Company Secretary is
appointed as the nodal officer of the Company.

During the financial year 2026-27, the unclaimed dividend for
the financial year 2018-19, along with the corresponding shares
in respect of which the dividend has remained unpaid or
unclaimed for seven consecutive years or more, will be
transferred to the IEPF Authority, in accordance with the
applicable IEPF Rules. Shareholders are requested to claim their
unclaimed/unpaid dividend and shares from the Company on or
before 05'¹’ September, 2026 to avoid such transfer. Individual
letters are already sent to the shareholders, in this regard and
newspapers advertisement are also published, to alert those
who have not yet claimed their dividend(s) if any.

Details of unpaid or unclaimed dividends and shares so far
transferred to the IEPF Authority and also the amount and shares
lying with the Company which has been classified as
unpaid/unclaimed & due for transfer to the Authority are
available on the website of the Company at
https://jenburkt.com/investors/unclaimed-dividends and are
also available on the website of the IEPF Authority at
www.iepf.gov.in.

20. Secretarial Standards:

Secretarial Standard-1 is on the meetings of Board of Directors
and its Committees, and the Secretarial Standard-2 is on general
meetings. They are formulated and issued by The Institute of
Company Secretaries of India (ICSI). All the provision of both
these standards are complied with by the Company during the
financial year2025-26.

In addition, majority of the provisions of the other secretarial
standards, as formulated by ICSI and which are non-mandatory
and recommendatory in nature, were voluntarily complied with
by the Company, during the financial year2025-26.

21. Report on Corporate Governance:

Pursuant to the relevant provisions of the Act and SEBI-LODR, a

detailed report on the Corporate Governance of the
Company is attached to this Annual Report. Also attached is
the secretarial auditor's certificate regarding Company's
compliances with Corporate Governance norms during financial
year 2025-26.

22. Policy on Vigil Mechanism:

In pursuance of Section 177(9) of the Act and rules made
thereunder and Regulation 22(1) of SEBI-LODR, a vigil
mechanism of the Company is in place with a whistle blower
policy of the Company. This provide adequate safeguard against
any victimization of any employee and/ or Director of the
Company.

With a clear intent of zero tolerance towards unethical conduct
or behavior within the Company, the Company has in place a
policy on Vigil Mechanism. Over the years, through its strong vigil
mechanism, your Company is known for carrying on business
with ethics, integrity and values.

In accordance to the said policy, any employee/Director of the
Company is free to disclose or report any genuine concern,
regarding wrongful misconduct (as defined in said
policy),including reporting of leak of unpublished price sensitive
information of the Company, as required under regulation 9A(6)
of SEBI (Prohibition of Insider Trading) Regulations, 2015. There
was no reporting of any such instance or event during the year.
No employee or Director of the Company was denied access to
the audit Committee. The Audit Committee review the
functioning of vigil mechanism/ whistle blower policy regularly.
The said whistle blower policy of the Company is uploaded on
the website of the Compa ny, viz. www.jen bu rkt.com. Policies on
code of business conduct is also uploaded on the said
websitewww.jenburkt.com.

23. Cyber Security:

No cyber security related issue experienced by the Company,
during the year under review. The Company, as an on-going
process, is strengthening its cyber security infrastructure to
safeguard itself from any security issues, in future.

Considering the Company's growing international presence,
increasing digitalization of operations, regulatory requirements
relating to data protection and heightened cyber security threats
globally, management deemed it prudent to maintain adequate
liability insurance protection covering both conventional
business liabilities and cyber related exposures. To safeguard the
Company against the potential third party liabilities and
emerging cyber risks associated with its global business
operations, the Company has insured itself with “Cyber Liability
Insurance Policy”.

24. New Wage Code:

We have undertaken a comprehensive review and restructuring
of employee compensation in line with the revised wage

definitions and statutory requirements. Necessary changes in
salary structures have been duly implemented to ensure
compliance.

In line with the revised framework:

a. Provident Fund (PF) applicability and wage limits have been
appropriately reset in accordance with the prescribed
guidelines.

b. All statutory PF filings and documentation have been
completed, ensuring 100% coverage and compliance for
eligible employees.

c. Employees' State Insurance Corporation (ESIC) compliance
has been ensured as per the Act, and contributions have
been accounted for wherever applicable.

25. Other Information:

a. A detailed information on conservation of energy and
technology absorption, foreign exchange earnings and
outgo is an nexed as "Annexure-D", to this report.

b. In pursuance of Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, details of employees, are
annexed herewith as "Annexure-E" to this report.

c. Risk management plan: Your Company has formulated a risk
management plan and have constituted a risk management
Committee. The risks are classified in different areas such as
market, finance, operational, etc. These risks are reviewed
regularly to mitigate the risk, if any.

d. In terms of Section 134(3) (I) of the Act-No Material changes
or commitments have occurred, affecting the financial
position of the Company, after 31^st March, 2026 till the date
of this report.

26. General:

Disclosure or reporting is not required by the Company with
respect to the following items as there were no transactions nor
any reporting required on these items for the year under review:

a. The disclosure under Schedule V (A) (2) of SEBI-LODR
relating to the accounts of holding Company and subsidiary
Company is not applicable to the Company, since your
Company does not have any holding or subsidiary or
associate Company, nor it is a subsidiary or associate of any
other Company.

b. Details relating to deposits covered under Chapter V of the
Act.

c. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

d. Issue of shares (including sweat equity shares) to employees
of the Company, under any scheme.

e. In terms of Schedule-V- (F) of the SEBI-LODR as certified
by the RTA no shares are lying with them which are under
demat suspense account or unclaimed suspense account.

f. No application was made, nor any proceedings is pending

against the Company under the Insolvency and Bankruptcy
code, 2016, during the year.

g. Changes in the Capital Structure of the Company.

27. Disclosure under sexual harassment of woman at workplace
(prevention, prohibition and Redressal) Act, 2013:

Your Company has framed a policy and also have constituted
internal complaints committee headed by a woman employee in
accordance to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013.
No complaint, in this regard, was received by the Committee,
during the year. The Annual Report under the said Act, for the
year2025 has been submitted to the District Officer, as required.

28. Significant and Material Order passed by the Regulators or
Courts or Tribunals:

No significant or material orders were passed by the regulators or
courts or tribunals which may impact the going concern status
and Company's operations in future. For details regarding
existing legal matters, kindly refer to Note(s) titled as "Contingent
Liabilities" under Significant Accounting Policies.

29. Appreciation:

The Directors acknowledge with sincere appreciation the
dedication, professionalism, and unwavering commitment of the
employees across all levels, which have been instrumental in
sustaining the Company's operational excellence and growth
trajectory. The Board extends its heartfelt thanks to the directors
for their visionary guidance, prudent oversight, and constructive
contributions in shaping the strategic direction of the Company.
The Directors further express their gratitude to shareholders,
regulators and other stakeholders for their continued trust,
support, and collaboration, which have strengthened the
Company's resilience and enabled it to navigate evolving market
dynamics with confidence. It is our firm belief that the collective
efforts and shared values of all stakeholders will continue to
propel the Company towards its long-term vision of sustainable
growth, responsible governance, and meaningful contribution to
the economy and society.

For and on behalf of the Board of Directors

Ashish U. Bhuta
Chairman and Managing Director
DIN:00226479

Mumbai, 05^th May, 2026.