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Pharmaids Pharmaceuticals Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 109.26 Cr. P/BV 2.22 Book Value (Rs.) 13.97
52 Week High/Low (Rs.) 73/27 FV/ML 10/1 P/E(X) 0.00
Bookclosure 24/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

The Board of Directors ("Board") presents the 36th Annual Report of your Company together with the
Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,
2025.

FINANCIAL SUMMARY OF YOUR COMPANY:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance
with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Company's Standalone and Consolidated Financial results for the year ended March 31, 2025, is
summarised below:

Standalone

Consolidated

Particulars

For the year ended
March 31

For the year ended
March 31

2025

2024

2025

2024

Total revenue

335.98

82.27

1,955.14

1,599.03

Total expenses

1,194.68

690.95

3,673.29

3079.36

Profit before exceptional items and tax

(858.70)

(608.67)

(1,718.15)

(1480.33)

Exceptional items

-

-

(9.78)

(81.81)

Profit before tax and share of profits of
associates

(858.70)

(608.67)

-

-

Prior period share of profit/interest form
Associate

Profit before tax

(858.70)

(608.67)

(1,727.93)

(1,562.14)

Tax expenses

(130.78)

(113.69)

(377.41)

(377.82)

Net profit for the year

(727.92)

(494.98)

(1,350.51)

(1,184.31)

Net profit attributable to the Shareholders of
the Company

-

-

(1,077.66)

(796.80)

Net profit attributable to the non-controlling
interest

-

-

(272.85)

(387.51)

Other comprehensive income

0.70

-

2.05

(32.00)

Total comprehensive income for the year

(727.22)

(494.98)

(1,348.47)

(1,216.31)

Total comprehensive income attributable to
the Shareholders of the Company

-

-

(1,075.62)

(808.75)

Total comprehensive income attributable to
the non-controlling interest

-

-

(272.84)

(407.55)

Basic and diluted EPS (in Rs)

(2.06)

(2.18)

(3.05)

(3.56)

1. The figures for the previous periods have been regrouped / reclassified wherever considered necessary to correspond
with the current year's classification/disclosure.

2. There has been no change in nature of business of your Company.

On a Standalone basis, your Company's revenue from operations stood at Rs. 335.98 Lakhs in the
financial year 2024-25, as against Rs. 82.27 Lakhs in the corresponding previous period.

On a Consolidated basis, your Company's revenue from operations stood at Rs. 1,955.14 Lakhs in the
financial year 2024-25, as against Rs. 1,599.03 Lakhs in the corresponding previous period.

Highlights of Company's performance are covered in detail in the Management Discussion and Analysis
Report (MD&A), included in this Annual Report as required under Schedule V of the Listing Regulations,
2015.

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on the equity shares of
the Company for the financial year ended March 31, 2025.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of your Company
which have occurred between the end of the financial year 2024-25 and the date of this report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force)
from the public or the members and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the Balance Sheet.

SHARE CAPITAL

During the year under review, pursuant to approval of the Shareholders through postal ballot passed
on March 24, 2025, the authorised share capital of the Company was increased from Rs.
45,00,00,000/- (Rupees Forty Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakh) Equity
Shares of Rs. 10/- (Rupee Ten Only) each to Rs.1,01,00,00,000/- (Rupees One Hundred and One Crores
Only) divided into 10,10,00,000 (Ten Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupee Ten Only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.35,26,78,120/- (Rupees
Thirty Five Crore Twenty Six Lakh Seventy Eight Thousand One Hundred Twenty Only) comprising
3,52,67,812 equity shares of 10/- each.

There were no changes carried out in the capital structure of the company during the year under
review.

DETAILS OF MATERIAL EVENTS DURING THE YEAR

a) Strategic Reassessment and Proposed Divestment of Land Assets:

As part of its long-term organic growth strategy, your Company had purchased 3.45 Acres of land
situated at Manchakalkuppe Village, Urdagere Hobli, Tumkur Taluk, Tumkur District vide approval of
the Board dated May 22, 2023 and February 12, 2024 with the intent to establish Pharmaceuticals
Manufacturing, Biopharma, Research & Development Unit and Contract Research and Manufacturing
Services (CRAMS) Facilities.

However, due to financial prudence and evolving market dynamics that have led to delays in project
execution, the Company has reassessed its priorities to maintain liquidity and operational efficiency.
In light of this, the Board has proposed the monetization of the said land parcel through its sale for a
consideration of Rs.16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh only) to Dr. S. N. Vinaya Babu,
Chairman and Non-Executive & Non-Independent Director of the Company.

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations, and applicable rules,
shareholders' approval for the transaction was obtained through Postal Ballot on March 24, 2025.

As on the date of this Report, the ownership of the land parcels continues to remain with the Company.
The proposed transaction is being carefully phased out to align with the Company's cash flow
management strategy and to ensure value optimization in the best interests of all stakeholders.

b) Change in Management Control - Open Offer updates:

Dr. S. N. Vinaya Babu, Chairman and Non-Executive & Non-Independent Director of the Company
('Acquirer'), has entered into the Share Purchase Agreement ('SPA') with two existing public
shareholders of the Company ('Sellers'), for the purchase of 3,27,085 equity shares representing 0.93%
of the total paid-up share capital of the Company.

Consequent to execution of the SPA, the Acquirer along with Tumkur Trade Center Private Limited
('Person Acting in Concert') ('PAC') has given an open offer to the public shareholders of our Company
in terms of Regulation 5 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The open offer started on August 04, 2025 and was completed on August 18, 2025.

Upon completion of the open offer, the Acquirer, along with the PAC, will be classified as the
Promoter/Promoter Group of the Company and few existing members of Promoter and Promoter
group will be classified into Public category, in terms of the Regulation 31A(10) of Listing Regulations,
2015. Thus, the Acquirer will acquire control over the management and affairs of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report
for the year under review is presented as a separate section forming part of the Annual Report. The
Audit Committee has reviewed the said Management Discussion and Analysis Report
.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provision of the section 186 of the Act during the year
under review. The details of loans given, guarantees provided and investments made, as required
under the said section, are disclosed in the Notes to the Financial Statements.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company has following subsidiaries as on March 31, 2025:

Adita Bio Sys Private Limited1

Anugraha Chemicals ("Partnership Firm")

Siri Labvivo Diet Private Limited2
Spring Labs ("Partnership Firm")2

1Material unlisted subsidiary of the Company as per Listing Regulations, 2015.

2Siri Labvivo Diet Private Limited and Spring Labs are the subsidiaries of Adita Bio Sys Private Limited.

During the year under review, the Company acquired an additional 12.5% partnership interest in
Anugraha Chemicals ('Firm'), thereby increasing its total partnership interest to 66.50%.

On July 10, 2025, the Company entered into an enabling agreement to sell its entire partnership stake
in Anugraha Chemicals for a consideration of Rs. 10,50,00,000/- (Rupee Ten Crore Fifty Lakh Only) to
Mr. Sourabh Hadimani ("existing partner of the firm") or his nominee. The consideration is subject to
customary adjustments for loans, capital contributions, interest, and employee dues. The Company
has obtained shareholders' approval for the said transaction through postal ballot passed on August
14, 2025. Upon completion of the transaction, Anugraha Chemicals will cease to be a material
subsidiary, and the Company shall no longer have any rights, obligations, or involvement in the Firm's
affairs.

Our Company in accordance with Section 129(3) of the Act prepared Consolidated Financial
Statements of the Company and all its subsidiaries which forms part of the Report. Further, the report
on the performance and financial position of each subsidiary and salient features of their Financial
Statements in the prescribed
Form AOC-1 is annexed to this Report, as Annexure 'A'.

In terms of the requirement of Section 136 of the Act, the Financial Statements of each of the
subsidiary companies are available on the Company's website
www.pharmaids.com. The physical
copies of annual Financial Statements will be made available to the Members of the Company upon
request.

The Company does not have any Joint-Venture or Associate Companies nor ceased to be joint venture
or associate Company within the meaning of Section 2(6) of the Companies Act, 2013. During the year
under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no
material change in the nature of the business of the subsidiaries.

The Policy for determining material subsidiaries is available on the Company's website i.e.
http://www.pharmaids.com/policies.html

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

Information as required to be given under section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out hereunder:

a. Conservation of Energy

Steps taken or impact on conservation of energy

We recognize that sustainable practices are essential for creating long-term value for our stakeholders
and clients. While no major steps have been taken during the year specifically towards conservation
of energy, the Company continues to remain conscious of energy usage in its operations. Basic

measures such as regular maintenance of equipment and creating awareness among employees
towards responsible energy consumption are being followed. The Company remains committed to
identifying and implementing energy conservation initiatives as it scales its operations.

Step taken by the Company for utilising alternate source of energy

At present, the Company has not undertaken any specific initiatives towards the use of alternate
sources of energy. Your Company is committed to generate a positive environmental impact while
delivering lasting value to our investors. The Company remains open to exploring various available
options in the future with an aim to promote environmental sustainability and reduce dependency on
conventional energy sources.

Capital Investment on energy Conservation equipment:

No specific investments have been made during the year in equipment dedicated to energy
conservation, the Company continues to promote sustainable practices and foster energy-conscious
behaviour among employees. Efforts remain ongoing to conserve energy and minimize the
environmental footprint through operational awareness and efficient resource management.

b. Technology Absorption

The efforts made towards technology absorption and the benefits derived like product
improvement, cost reduction, product development or import substitution.

At present, the Company has not undertaken any significant activities in relation to technology
absorption. Consequently, no specific benefits in terms of product improvement, cost reduction,
product development, or import substitution have been realized during the year. However, the
Company remains committed to exploring and adopting relevant technological advancements in the
future, in line with industry developments and operational requirements.

In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)

The Company has not imported any technology during last three years.

The expenditure incurred on Research and Development

The Company has not incurred any expenditure on Research and Development during the year under
review.

c. Foreign Exchange Earnings and Outgo

Particulars

2025

2024

Foreign exchange earnings

-

-

Foreign exchange outgo

-

-

Your Company place on record their deep appreciation for the contribution made by the employees of
the Company at all levels. A Note on Human Resources is provided in the Management Discussion and
Analysis ("MD&A") Report, which forms part of this Report.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as
Annexure 'C'.

The statement showing the names of the top ten employees in terms of remuneration drawn for the
year ended March 31, 2025, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as annexed with this report as
Annexure 'D'

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, and Rules made thereunder, the Company has in place a policy
which mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. The Company has constituted "Internal Complaints Committee" to redress and resolve any
complaints arising at respectable workplace.

Following are the details of the complaints received by your Company during FY 2024-25.

Particulars

Number of complaints of sexual harassment received in the year;

Nil

Number of Complaints disposed off during the year

Nil

Number of cases pending for more than 90 days

Nil

The Policy on Non-discrimination and Prevention of Sexual Harassment (POSH) is available on the
Company's website at http://www.pharmaids.com/policies.html

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

As on the March 31, 2025, our Company's Board has seven (7) members comprising of two Executive
Directors including one Woman Director, two Non-Executive & Non-Independent Directors and three
Independent Directors. The details of Board and Committee composition, tenure of Directors, and
other details are available in the Corporate Governance Report, which forms part of this Annual
Report.

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Dr. S N
Vinaya Babu (DIN: 01373832), Non-executive and Non-Independent Director, retires by rotation at the
ensuing Annual General Meeting ('AGM') and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment. The brief particulars and expertise of Dr. S N Vinaya Babu
who is seeking re-appointment together with Directorships and Committee memberships held by him
in other companies have been given in the annexure to the Notice of the AGM.

The terms and conditions of appointment of the Independent Directors are in compliance with the
provisions of the Companies Act, 2013 and are placed on the website of the Company
www.pharmaids.com

The following appointments, re-appointments and resignations were made in the Board of Directors,
Key Managerial Personnel and Senior Management of the Company:

a. Re-appointment to the Board

During the year, the Members approved the Re-appointment of Mr. Venu Madhava Kaparthy (DIN:
00021699) and Ms. Mini Manikantan (DIN: 09663184) as a Wholetime Directors designated as an
Executive Directors for a second consecutive term of three years from May 21, 2025 and July 09, 2025
respectively.

b. Independent Directors

Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, approval of the Members is being sought by way of a Special Resolution at the
ensuing Annual General Meeting for the continuation of Mr. P. N. Vijay as an Independent Director
beyond July 17, 2026, as he will be attaining the age of 75 years.

All the Independent Directors of the Company have given their declarations to the Company under
Section 149(7) of the Act, that they meet the criteria of independence as provided under Section
149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations. There has been no change
in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required to discharge their duties with an objective of
an independent judgment and without any external influence. List of key skills, expertise and core
competencies of the Board, including the Independent Directors, forms a part of the Corporate
Governance Report of this Annual Report.

c. Key Managerial Personnel

As on date of this report following are the Key Managerial Personnel of your Company, in terms of
Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Venu Madhava Kaparthy - Whole-time Director

• Ms. Mini Manikantan - Whole-time Director

• Mr. Balagangadhara B C - Chief Financial Officer

• Mr. Prasanna Subramanya Bhat - Company Secretary and Compliance Officer

Changes in the Key Managerial Personnel during the FY 2024-25 and up to the date of this report are
outlined below:

• Mr. Kaushik Kumar resigned from the position as Company Secretary, Compliance Officer and Key
Managerial Personnel of the Company with effect at the close of business hours on August 14, 2024.
Mr. Kaushik Kumar has stated in his Letter of Resignation dated August 05, 2024, that he is resigning

from the said position due to personnel reasons and that there are no other material reasons for
his resignation.

• The Board based on the recommendations of the Nomination and Remuneration Committee,
appointed Mr. Prasanna Subramanya Bhat as Company Secretary, Compliance Officer and Key
Managerial Personnel of the Company, with effect from August 14, 2024.

• Dr. S Prasad resigned from the position as Chief Executive Officer and Key Managerial Personnel of
the Company with effect at the close of business hours on August 07, 2025, due to his personal
reasons. The Board expressed its sincere appreciation for his contributions made to the Company.

d. Senior Management Personnel ('SMP')

In terms of the Listing Regulations, the Nomination and Remuneration Committee has identified the

following officers as Senior Management Personnel:

Sl. No

Name

Designation

1

Mr. Balagangadhara B C

Chief Financial Officer

2

Mr. Prasanna Subramanya Bhat*

Company Secretary and Compliance Officer

3

Dr. Sidde Gowda**

Vice President - Operations

4

Dr. Jagadeesh M**

Vice President - Discovery Services

5

Mr. Shivananda Murthy**

Chief Information Officer

Note: Dr. S Prasad resigned from the position as Chief Executive Officer of the Company with effect at
the close of business hours on August 07, 2025. Mr. Kaushik Kumar resigned from the position as
Company Secretary and Compliance Officer of the Company with effect at the close of business hours
on August 14, 2024.

*Appointed as Company Secretary and Compliance Officer w.e.f August 14, 2024.

**Appointed and Designated as SMP by the Board and Nomination and Remuneration Committee
w.e.f August 07, 2025.

Other than the above, there were no appointment, re-appointments or resignations in the Board, Key
Managerial Personnel and Senior Management of the Company for the year ended March 31, 2025
and up to the date of this report.

Code of Conduct

The Company has laid down a Code of Conduct for all Board members and senior management
personnel.

All the Board members and senior management personnel have confirmed compliance with the code.
A declaration to that effect signed by the Whole-time Director of your Company for the year ended
March 31, 2025, forms part of this Annual Report.

Board and Committee Constitution

The current policy is to have an appropriate mix of Executive and Non-Executive Directors to maintain
the Independence of the Board and separate its functions of governance and management.

The details of the constitution of the Board and the Committees, the terms of reference, meetings held
and the attendance of each Directors etc., are detailed in the Corporate Governance Report which
forms part of this Annual Report.

Meeting of the Board/ Committees

The Board met 05 (Five) times during the year under review. Only in case of special and urgent
business, if the need arises, the Board's / Committee's approval is obtained by passing resolutions
through circulation as permitted by law. All the Board Meetings and Committee Meetings were held in
accordance with the guidelines issued by the Ministry of Corporate Affairs ('MCA') and by Securities
Exchange and Board of India ('SEBI') and details of the same are provided in the Corporate Governance
Report.

The intervening gap between any two meetings is within the period prescribed by the Act read with
Listing Regulations.

Board Diversity

Your Company values each stakeholder and appreciates their unique differences. The Board Diversity
Policy, aligned with legal requirements, emphasizes inclusion of women director besides recognizing
other forms of diversity, including but not limited to gender, age, cultural and educational background,
ethnicity, professional experience, skills and knowledge, networking, value addition and
representation of stakeholders. The Nomination & Remuneration Committee has formulated a
separate policy on Board Diversity.

The policy on Board diversity is available on the Company's website at www.pharmaids.com

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees, and individual Directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors
on the basis of criteria such as the board composition and structure; degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance practices,
participation in the long term strategic planning, etc.); effectiveness of board processes, information
and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its
Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and the Chairman of the Company was evaluated, taking into account the views of
the Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
Directors on the basis of criteria such as the contribution of the individual Director to the Board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution within and outside the meetings, etc. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.

The Company has an effective mechanism for succession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration
Committee implements this mechanism in concurrence with the Board.

Company Policy on Board's Appointment & Remuneration

The Nomination and Remuneration Committee ('NRC') engages with the Board to evaluate the
appropriate characteristics, skills and experience for the Board as a whole as well as for its individual
members with the objective of having a Board with diverse backgrounds and experience in business,
finance, governance, and public service. The NRC, basis such evaluation, determines the role and
capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the
selection of new Directors.

The policy of the Company on Directors' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a Director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on
http://www.pharmaids.com/policies.html

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for
Directors, Key Managerial Personnel and Other Employees, pursuant to the provisions of the Act and
the Listing Regulations.

The salient features of the Policy are:

• To enable the Company to provide a well-balanced and performance-related compensation
package, taking into account shareholder interests, industry standards and relevant Indian
corporate regulations.;

• To ensure that the interests of Board members & senior executives are aligned with the business
strategy and risk tolerance, objectives, values, and long-term interests of the company and will be
consistent with the "pay-for performance" principle.

• To ensure that remuneration to directors, KMP and senior management employees of the Company
involves a balance between fixed and incentive pay reflecting short- and long term performance
objectives appropriate to the working of the Company and its goals.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the
company, the Board of Directors, to the best of its knowledge confirms that:

• In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

• The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for
that period;

• The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

• The directors have prepared the annual accounts on a going concern basis;

• The directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and

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

INTERNAL CONTROL SYSTEMS

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to your Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial disclosures.

The Whole-time Director and Chief Financial Officer Certificate, forming part of the Corporate
Governance Report, confirms the existence and effectiveness of internal controls and reiterate their
responsibilities to report deficiencies to the Audit Committee and rectify the same.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of
Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), mandated by the Institute
of Company Secretaries of India on Board Meetings and General Meetings.

RISK MANAGEMENT

Risk management is embedded in the Company believes that risk resilience is the key to achieve long
term sustainable growth. Business Risk Evaluation and Management is an ongoing process within the
Organization. In Compliance with the provisions of the Companies Act, 2013 and Listing Regulations,
your Company has a robust Risk Management Framework to identify, monitor and minimize risks as
also identify business opportunities. The Audit Committee has additional oversight in the area of
financial risks and controls.

At present, the Company has not identified any element of risk which may threaten the existence of
the Company.

Further as per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during
the Financial Year under review.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for
Directors and Employee to report genuine concerns in compliance of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Company Believes in promoting fair, transparent, ethical, and professional work environment. The
company has adopted the code of conduct which provides an environment that promotes responsible
and protected whistle blowing. All the employees including Directors and External Parties such as

consultants, vendors, suppliers, dealers, customers and contractors working for and/ or on behalf of
any of the Group entities are covered under the Whistle-blower policy.

The details of complaints received / disposed/ pending during the year ended March 31, 2025.

Particulars

No of Complaints of received in the year

Nil

No of Complaints disposed off during the year

Nil

No of cases pending as on March 31, 2025

Nil

The Vigil Mechanism and Whistle-blower policy is available on the Company's website and can be
accessed at
http://www.pharmaids.com/policies.html

CODE OF PREVENTION OF INSIDER TRADING

In accordance with Securities and Exchange Board of India amended the Prohibition of Insider Trading
Regulations, 2015, prescribing various new requirements and in line with the amendments, your
Company has adopted an amended Code of Conduct to regulate, monitor and report trading by
Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price sensitive information and has been made
available on the Company's website at
http://www.pharmaids.com/policies.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a well-defined and structured governance process for related party transactions
undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the
Company has formulated a Policy on Related Party Transactions. During the year under review, the
Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The
Policy can be accessed on the Company's website at
http://www.pharmaids.com/policies.html

During the year under review, all related party transactions entered into by the Company and its
subsidiaries, were approved by the Audit Committee and were at arm's length and in the ordinary
course of business. Further, the details of the actual transactions entered into by the Company against
such approval, is placed before the Audit Committee, periodically. For the year ended March 31, 2025,
the Company has taken shareholders' prior approval for entering into existing as well as new material
related party transactions.

Further, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is annexed
Annexure 'B'.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual
Report. The Company has not entered into any materially significant related party transactions with
its Directors, or Management, or relatives, etc. that may have potential conflict with the interests of
the Company at large.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Companies Act, 2013 read with the IEPF Rules states that all the shares in respect of which
dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be
transferred to the demat Account of the IEPF Authority. Our Company does not have any funds lying

unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required
to be transferred to Investor Education and Protection Fund (IEPF).

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2025, in the
prescribed format is available on the Company's website at
www.pharmaids.com

AUDITORS AND AUDITORS' REPORT

Statutory Auditor - M/s. PPKG & Co., Chartered Accountants

M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S), who have been reappointed
at the 34th Annual General Meeting of the Company held on 22nd September 2023 to hold office for a
term of 5 years i.e., till the conclusion of the 39th Annual General Meeting of the Company.

M/s PPKG & Co, Chartered Accountants has confirmed their eligibility and provided consent for their
continuance as the Statutory Auditor of the Company and also in terms of the Listing Regulations, the
Statutory Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.

Internal Auditor - T N Raghavendra, Practicing Chartered Accountant.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts)
Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re¬
appointed Mr. T N Raghavendra, Practicing Chartered Accountant as an Internal Auditor of the
Company on such terms and conditions as mutually agreed upon between Mr. T N Raghavendra,
Chartered Accountant and the Company, to carry out the internal audit function for financial year
2025-26.

Secretarial Auditor - Mr. Kashinath Sahu, Sole Proprietor of M/s Kashinath Sahu & Co., Practicing
Company Secretary.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board
re-appointed Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co., Practising, Company
Secretaries (Certificate of Practice No. 4807; FCS No. 4790), to undertake the Secretarial Audit of your
Company for the financial year 2024-25. In terms of Section 204 of the Act and the Report given by the
Secretarial Auditor in the prescribed Form MR-3 forms an integral part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to your approval
being sought at the ensuing AGM, Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co.,
Practising, Company Secretaries (Certificate of Practice No. 4807 ; Peer reviewed certificate no.
2957/2023) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of the
Company for a term of five (5) consecutive financial years from 2025-26 to 2029-30. Secretarial Auditor
have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible
to hold office as Secretarial Auditor of the Company.

The provisions relating to appointment of cost auditor and maintenance of Cost records under Section
148 of Companies Act, 2013 are not applicable to the Company.

ESOP/ESPS DISCLOSURES:

During the year under review, the Company obtained shareholders' approval through a postal ballot
dated March 24, 2025, to extend the benefits of the "Pharmaids Pharmaceuticals Limited - Employee
Stock Option Scheme - 2024" and the "Pharmaids Pharmaceuticals Limited - Employee Stock Purchase
Scheme - 2024" ("Schemes") to eligible employees (existing or future) of its Subsidiary(ies) and/or
Associate(s) (existing or future). There has been no change to either schemes during the financial year.

A statement giving complete details as at the year ended March 31, 2025, under the provisions of the
Companies Act, 2013 and the Rules made thereunder and in terms of regulation 14 of the Securities
and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021
(SBEB Regulations) is provided on the website of the Company
http://www.pharmaids.com.

The said schemes are in compliance with the SBEB Regulations and there were no material changes
in the schemes during the year. The same can be accessed at
http://www.pharmaids.com

The grants under the Schemes are further subject to necessary statutory approvals and would be made
in conformity with the applicable laws. No shares/options were awarded to employees under the said
scheme during the FY 2024-25.

M/s Kashinath Sahu & Co., Practicing Company Secretaries, Secretarial Auditor of the Company for FY
2024-25, has issued a certificate confirming that the Schemes has been implemented in accordance
with the SBEB Regulations and the shareholders' resolution. A copy of the certificate will be available
for electronic inspection by the members during the 36th AGM of the Company.

OTHER DISCLOSURES AND AFFIRMATIONS:

The following disclosures are made to the extent applicable to the Company for the year ended
March 31, 2025:

• The recommendations made by all the Committees of the Board including Audit Committee and
which requires the Board approval and adoption were duly adopted and approved by the Board.

• The Company has complied with the provisions of the Maternity Benefit Act, 1961, during the
financial year.

• The financial results for the year ended March 31, 2025 do not contain any false or misleading
statement or figures and do not omit any material statements which may make the statements or
figures contained therein misleading.

• Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of
fraud committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Act.

• There was no instance of one-time settlement with any bank or financial institution.

• There were no proceedings, either filed by the Company or against the Company, pending under
the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other
court.

• There were no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company's operations in future.

• The Company has formulated a policy on maintaining and preserving timely and accurate records
uploaded on the website of the Company. The same is available on the website of the Company at
www.pharmaids.com

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed
services by all the employees of the Company. The Board of Directors would also like to express their
sincere appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors and members during the
year under review and look forward to their continued support in the future.

Sd/- Sd/-

Dr. S N Vinaya Babu Venu Madhava Kaparthy

Chairman and Non-Executive & Whole Time Director

Non-Independent Director

Bengaluru (DIN: 01373832) (DIN: 00021699)

August 21, 2025


 
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