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Samrat Pharmachem Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 67.17 Cr. P/BV 0.99 Book Value (Rs.) 220.67
52 Week High/Low (Rs.) 389/190 FV/ML 10/1 P/E(X) 0.00
Bookclosure 18/09/2025 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

The Directors are pleased to present the 33rd ANNUAL REPORT on the business and operations of the company and the
financial statements as at and for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

Particulars

31-Mar-2025

31-Mar-2024

Revenue from Operations

28,586.05

28,158.12

Other Income

97.34

138.46

Total Revenue

28,683.39

28,296.58

Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA)

1,121.49

385.41

Interest and Finance Charges

67.41

68.70

Profit / (Loss) before Depreciation, Exceptional Items & Tax

1,054.08

316.71

Depreciation

65.47

64.69

Profit / (Loss) before Tax (PBT)

988.61

252.02

Provision for Tax / Tax expense

277.39

35.76

Profit/(Loss) after Tax (PAT)

711.22

216.26

Earnings Per Share (Basic EPS) in Rupees

23.02

7.00

Other Financial Disclosures

There were no material changes and commitments affecting the financial position of the Company which occurred between
the end of the financial year to which this financial statement relates on the date of this Report.

During the financial year, there was no amount proposed to be transferred to the Reserves. Capital Expenditure during the
year was at Rs. 581.25 lakhs (Previous year : Rs. 546.9 Lakhs).

During the year, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013.

Your Company manages cash and cash flow processes assiduously, involving all parts of the business. There was a net cash
surplus of Rs. 4,324.62 lakhs (Previous year : deficit of Rs.-219.46 Lakhs), as at March 31, 2025

The Company’s low debt equity ratio provides ample scope for gearing the Balance Sheet, should the need arise.

2. OPERATIONS

Your company has performed reasonably well during the year. In a highly competitive, uncertain and volatile business
environment, your Company achieved a turnover of Rs. 28,586.05 Lakhs as against Rs. 28,158.12 Lakhs achieved last year -
an increase of around 02%.

3. DIVIDEND

Based on the Company’s healthy performance, the Board of Directors of your Company is pleased to recommend a
Dividend of ? 1/- (Rupee One only) per Equity Share of ? 10/- (Rupees Ten only) each for the year ended March 31, 2025.
The total Dividend outgo amounts to ? 30.897 Lakhs.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 19, 2025
to Thursday, September 25, 2025 (both days inclusive) for the purpose of payment of the Dividend for the Financial Year
ended March 31, 2025 and 33rd Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020, Dividend income is taxable in the hands of the shareholders effective from April 1, 2020
and the Company is required to deduct tax at source from Dividend paid to the Members at prescribed rates as per the
Income Tax Act, 1961.

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), top 1,000 listed entities based on market capitalisation, calculated as on March, 31 of every Financial Year
are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a
weblink shall also be provided in their Annual Reports. Accordingly, your Company has adopted the Dividend Distribution
Policy and the same can be accessed using the following link:
https://www.samratpharmachem.com/policy/dividend-distribution-policy/

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

Your Company did not have any funds Iying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds which were required to be transferred to Investor Education & Protection Fund.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025 was ? 308.97 Lakhs
comprising of Equity Shares of ? 10/- each. The Company has not issued any Equity Shares during March 31, 2025. There
was no change in Share Capital during the year under review.

6. EXPORTS

During your company's export division registered FOB sales of Rs. 690 lakhs from Rs. 575 Lakhs achieved last year. Your
Company has initiated several export promotion measures to increase exports.

The products of your Company have been well accepted in the international market and the Company expects better export
turnover in the coming years.

7. DEMATERIALISATION

The equity shares of the Company have been dematerialized by joining the depositories viz. National Securities Depository
Limited (NSDL) & Central Depository Services (India) Limited (CDSL). The ISIN (International Securities Identification
Number) No. allotted to the Company is INE103E01016.

8. LISTING OF SHARES

The Company's shares are listed on the BSE Ltd. It has paid the listing fees of the said exchange for the period upto March
31, 2026. Your Company has not been delisted on this exchange for non-payment of listing fees.

9. INSURANCE

The assets of the company have been adequately insured against all possible risks with ICICI Lombard General Insurance
Co. Limited.

10. WEBSITE

Your company’s website address is www.samratpharmachem.com. The performance of the Company is regularly updated
and made available on this website. The website provides other vital information about the Company.

11. SAFETY, HEALTH & ENVIRONMENT (SHE) POLICY

As a responsible corporate citizen, the Company is fully aware of its responsibilities for protection of the environment and
to provide its employees a safe and hazard free work place. The Company has adopted a Safety, Health & Environment
Policy that applies to all employees and activities. The work culture encourages total involvement and commitment of the
employees to the SHE Policy.

Some of the activities carried out during the year are as follows.

Safety:

• Providing necessary equipment's and apparatus required for the safe operation of the manufacturing activities

• Observing the rules and regulations with regard to safety & precaution

• Consulting emergency control management team to monitor the safety of the plant

• Conducting regular safety audit

• Encouraging the workforce to use protective equipment's and maintain cleanliness

• Conducting seminars to impart knowledge to employees on safe operations

• Organising safety week to create safety awareness

Health:

• Conducting medical health check up for all the employees of the Company periodically

• Conducting lecture meetings for providing guidance and counselling on matters of health, diet and exercise

• Conducting seminars to impart knowledge on meditation, yoga and anti-stress therapy

Environment:

• Ensuring smooth functioning of the effluent treatment plant with respect to air, water and solid waste.

• Updating the ETP plant to make it more nature friendly

• Proper monitoring of the pollution levels in and around the plants

• Planting trees in and around the factory

• Complying with the prescribed norms of pollution control

12. PERSONNEL

As at March 31, 2025, the total number of employees on the payroll of the company were 28. Industrial relations with
employees at various levels continue to be cordial.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

In pursuance to the provisions of the Companies Act, 2013, and Articles of Association of the company Mr. Rajesh Mehta,
Executive Director retires by rotation and being eligible has offered himself for re-appointment.

As per the provisions of the Act, the Independent Directors are not liable to retire by rotation. The Independent Directors of
your Company have given the certificate of independence to your Company stating that they meet the criteria of
independence as mentioned under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. The details of
training and familiarization program and Annual Board Evaluation process for Directors have been provided in the
Corporate Governance Report. The policy on Director’s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other
employees, forms part of the Corporate Governance Report of this Annual Report.

Ms. Renu Dharod, Non - Executive Independent Director has resigned as Independent Directors of the company w.e.f. June
30, 2025 due to her pre-occupation.

The board placed on record words of appreciation for her long association with the company and for her guidance, support
& co-operation provided to the company on various areas of her expertise.

The board has appointed Mr. Piyush Dharod as an Independent Directors, subject to approval of members at the
forthcoming Annual General Meeting for a period of 5 (five) consecutive years effective from July 15, 2025 i.e. till July 14,
2030 (both days inclusive).

In pursuant to the provision of the Companies Act, 2013 and rules thereunder, the company has received notices from the
members proposing appointment of Mr. Piyush Dharod as an Independent Director of the company.

The company has received declaration from all the independent directors confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013.

The company has devised a policy for the performance evaluation of independent directors, Board committees and other
individual directors which include criteria for performance evaluation of non-executive directors and executive directors.
The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures or any associate companies during the year.

15. MEETINGS OF THE BOARD

During the year under review 8 Board Meetings were held. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013. For further details please refer to the Corporate Governance Report attached to
this Annual Report.

16. AUDIT COMMITTEE

The Audit Committee comprised of 4 Directors
Mr. Manishkumar Pipalia (Chairperson),

Ms. Renu Dharod, Mr. Sachin Kothary, & Ms. Megha Jain (Members).

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the audit committee had to be reconstituted.

The Audit Committee has been reconstituted with effect from July 15, 2025 as under.

Mr. Manishkumar Pipalia (Chairperson)

Mr. Sachin Kothary, Ms. Megha Jain & Mr. Piyush Dharod (Members)

This committee recommends and reviews the unaudited & audited financial results. It also recommends the appointment / re¬
appointment of Statutory Auditor, Tax Auditor & GST Auditor. It also oversees whistle blower policy and makes
recommendation to the Board from time to time. The committee also guides the Board for improving MIS systems,
digitalising business operations and making all operations online & law compliant. The Board has accepted all
recommendations made by the audit committee during the year.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprised of 4 Directors
Mr. Sachin Kothary (Chairperson),

Ms. Renu Dharod, Mr. Manishkumar Pipalia & Ms. Megha Jain & (Members).

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the Nomination and Remuneration committee
had to be reconstituted.

The Nomination and Remuneration Committee has been reconstituted with effect from July 15, 2025 as under.

Mr. Sachin Kothary (Chairperson)

Mr. Manishkumar Pipalia, Ms. Megha Jain & Mr. Piyush Dharod (Members)

This committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which
deals with the appointment and remuneration of directors and key managerial personnel. The adopted policy decides about
the manner of selection of executive directors, key managerial personnel, and independent directors. The policy also decides
about the criteria to be followed for recommending the remuneration of directors and key managerial personnel.

18. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprised of 4 Directors
Ms. Renu Dharod (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the Stakeholders Relationship Committee had to
be reconstituted.

The Stakeholders Relationship Committee has been reconstituted with effect from July 15, 2025 as under.

Mr. Piyush Dharod (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

The committee reviews investor services and the work done by the share transfer agent including adherence to the service
standards & resolve investor grievance. The committee also advises the company on various shareholders' related matters.

19. RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprised of 4 Directors
Ms. Renu Dharod (Chairperson),

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the Risk Management Committee had to be
reconstituted.

The Risk Management Committee has been reconstituted with effect from July 15, 2025 as under.

Mr. Piyush Dharod (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain (Members)

The risk management committee of the board oversees and reviews the risk management framework as well as the
assessment of risks, their management and mitigation procedures. They also discuss with senior management regarding
enterprise risk management (ERM) and management of cyber security risks. They also assess business risk, credit risk,
disaster management and proper coverage of insurance of the fixed assets of the Company including their safety and
security.

20. HEALTH, SAFETY AND SUSTAINABILITY COMMITTEE

The Health, Safety and Sustainability Committee comprised of 4 Directors
Ms. Megha Jain (Chairperson),

Ms. Renu Dharod, Mr. Manishkumar Pipalia & Mr. Sachin Kothary (Members)

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the Health, Safety and Sustainability Committee
had to be reconstituted.

The Health, Safety and Sustainability Committee has been reconstituted with effect from July 15, 2025 as under.

Ms. Megha Jain (Chairperson)

Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Mr. Piyush Dharod (Members)

The Committee establishes with management long term environmental and social sustainability, health and safety goals and
evaluate the Company's progress against those goals and report to the Board. It also considers and advises management of
emerging environmental and social sustainability issues that may affect the business, performance or reputation of the
Company and make recommendations, as appropriate, on how management can address such issues;

The committee monitors the company's risk management processes related to environmental and social sustainability, health
and safety with particular attention to managing and minimising environmental risks and impacts. The Committee also
advises the management on implementing, maintaining and improving environmental and social sustainability, health and
safety strategies, implementation of which creates value consistent with long term preservation and enhancement of
shareholder value.

It also reviews handling of incident reports, pollution control measures, results of investigations into material events,
findings from environmental and social sustainability, health and safety audits and the action plans proposed pursuant to the
findings.

21. CONSTITUTION OF CSR COMMITTEE

The Corporate Social Responsibility (CSR) Committee comprised of 7 Directors
Ms. Renu Dharod (Chairperson),

Mr. Lalit Mehta, Mr. Rajesh Mehta, Mr. Megh Mehta, Mr. Manishkumar Pipalia, Mr. Sachin Kothary & Ms. Megha Jain
(Members)

However, due to the resignation of Ms. Renu Dharod w.e.f. June 30, 2025, the CSR Committee had to be reconstituted.

The CSR Committee has been reconstituted with effect from July 15, 2025 as under.

Mr. Piyush Dharod (Chairperson)

Mr. Lalit Mehta, Mr. Rajesh Mehta, Mr. Megh Mehta, Mr. Manishkumar Pipalia & Mr. Sachin Kothary & Ms. Megha Jain
(Members)

The Committee formulates, reviews and recommends to the Board, a CSR policy indicating the activities to be undertaken
by the Company as specified in schedule VII of the Companies Act, 2013;

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in "Annexure I” of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s website
www.samratpharmachem.com

22. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual
directors pursuant to the provision of Act and the Corporate Governance requirement as prescribed by Securities and
Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing
Regulations”). The performance of Board was evaluated by the Board of Directors after seeking inputs from all directors on
the basis of criteria such as Board Composition & Structure, Effectiveness of Board Process, Information and functioning,
etc.

In separate meeting of Independent directors’ performance of Non-Independent Directors, performance of the Board as
whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive
directors.

23. POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value
system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. All our corporate governance policies are available on our website
(www.samratpharmachem.com). These policies are reviewed periodically by the Board and updated based on need and new
compliance requirement.

Policies adopted by the Company:

Name of the policy

Web link

Archival Policy

https://www.samratpharmachem.com/governance-policies/

Appointment of Independent Directors Policy

https://www.samratpharmachem.com/governance-policies/

Related Party Transactions & its Materiality Policy

https://www.samratpharmachem.com/governance-policies/

Familiarization Program for Independent Directors

https://www.samratpharmachem.com/governance-policies/

Remuneration Policy

https://www.samratpharmachem.com/governance-policies/

Privacy Policy

https://www.samratpharmachem.com/governance-policies/

Preservation of Documents Policy

https://www.samratpharmachem.com/governance-policies/

Quality Policy

https://www.samratpharmachem.com/governance-policies/

Safety, Health & Environment (SHE) Policy

https://www.samratpharmachem.com/governance-policies/

Corporate Social Responsibility Policy

https://www.samratpharmachem.com/governance-policies/

Material Subsidiary and its Governance

https://www.samratpharmachem.com/governance-policies/

Whistle-blower Policy

https://www.samratpharmachem.com/investor-policies/

Materiality of Events Policy

https://www.samratpharmachem.com/investor-policies/

Dividend Distribution Policy

https://www.samratpharmachem.com/investor-policies/

Insider Trading Policy

https://www.samratpharmachem.com/investor-policies/

Fair Code For Insider Trading Policy

https://www.samratpharmachem.com/investor-policies/

Inquiry Leak of UP SI

https://www.samratpharmachem.com/investor-policies/

Code of Conduct for Prohibition of Insider Trading

https://www.samratpharmachem.com/investor-policies/

Legitimate Purposes Policy for sharing UPSI

https://www.samratpharmachem.com/investor-policies/

Succession Planning Policy

https: //www.samratpharmachem .com/poli cy/succession-
planning-policy/

24. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sr.

Name & Designation

Remuneration Paid

Increase in
remuneration

Ratio/Times
per Median

FY 2024-25

FY 2023-24

from previous
year

of employee
remuneration

1

Mr. Lalit Mehta

Chairman & Managing Director

48.00

48.00

-

20.51

2

Mr. Rajesh Mehta
Executive Director

42.00

42.00

-

17.95

3

Mr. Megh Mehta
Executive Director

21.00

21.00

-

8.97

4

Mr. Nishant Kankaria
Company Secretary

2.71

2.57

0.14

1.10

For more information on the remuneration of Executive Directors & KMP, please refer to the "Annexure II" to the
Directors Report

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that: -

1. That the preparation of accounts for the Financial Year ended 31st March 2025, the applicable accounting standards
read with requirements set out under Schedule III of the Act, have been followed along-with proper explanation relating
to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the
end of the Financial Year and the Profit or Loss of the Company for the year on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. That the Directors' have prepared the accounts for the financial year ended March 31, 2025 on a going concern basis.

5. That the Directors have laid down internal financial control to be followed by the company and that such internal
financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such system are adequate and operating effectively

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by the
management and the relevant board committees, including the audit committee, the board is of the opinion that the
company's internal financial controls were adequate and effective during the financial year 2024-25.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the
Management Discussion and Analysis Report is enclosed as a part of this annual report.

27. CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with a Certificate from the Corporate Governance Auditors
of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A
Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of
the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the
Audit Committee, is also annexed to the annual report.

28. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment
Committee i.e. Internal Complaints Committee.:

No. of complaints filed during Financial Year 2024-2025

Nil

No. of complaints disposed off during Financial Year 2024-25

NA

No. of complaints pending as on 31st March, 2025

NA

29. COMPLIANCE WITH MATERNITY BENEFIT ACT

The Company adheres to the provisions of the Act relating to maternity leave, bonuses and creche facilities. During the
year, no benefit was availed under The Maternity Benefit Act, 1961.

30. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory
auditors on completion of the maximum term permitted under the provisions of the Act. In line with the requirements of the
Act, M/s. Shah & Savla LLP, Chartered Accountants (FRN : 109364W / W100143), was appointed as the statutory auditors
of the Company to hold office for their second term of 5 (Five) years till the conclusion of 34th Annual General Meeting for
the financial year 2025-26.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies
(Amendment) Act, 2017 notified on May 7, 2018.

31. STATUTORY AUDITORS REPORT

The report of Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their report. Further there is no incident of
fraud requiring reporting by Auditors under section 143(12) of the Companies Act, 2013.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial control procedures commensurate with its size and the nature of
business.

The Company has appointed an Internal Auditor who periodically conducts audit of the adequacy and effectiveness of the
internal controls laid down by the management and suggest improvements. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such
controls.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the
progress of audits as per approved audit plans.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI
Regulations and Circulars/Guidelines issued thereunder.

34. SECRETARIAL AUDITOR

Based on the recommendation of the Board in its meeting held on May 30, 2025, A. A. Mulla & Associates, Company
Secretaries (Firm registration no: S1999MH026600), is proposed to be appointed as secretarial auditors of the Company to
hold office for a term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30 subject
to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder.

The Secretarial Audit Report for the FY: 2024-25 submitted by the Secretarial Auditor M/s. A. A. Mulla & Associates a
firm of company Secretaries in practice is enclosed herewith as a part of this report and shown as "Annexure III".

The Secretarial Audit Report contains qualification, reservation or adverse remark pertaining to non-compliance under
SEBI (LODR) Regulations, 2015 which has been complied with.

As pointed out in the Secretarial Audit Report of the delayed submission under Reg. 44(3), of the Voting Results in XBRL
mode and the resulting fine, the Company has submitted the Voting Results in XBRL mode and paid the fine.

35. SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 as issued
by the Institute of Company Secretaries of India.

36. COST AUDITORS

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014, as amended
from time to time. Accordingly, cost records have been maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. S. N. Addagatla & Co., Cost
Accountants, (Firm Registration No. 103855), as Cost Auditors to conduct audit of the Company’s cost records for FY
2025-26 at a remuneration of ? 1,00,000/- (Rupees One Lakh only). The Cost Auditors, M/s. S. N. Addagatla & Co., Cost
Accountants, have confirmed that they are free from disqualification specified under Section 141 (3) and Section 148 (3)
read with Section 141 (4) of the Act and that the appointment meets the requirements of the Act. They have further
confirmed their independent status and an arm’s length relationship with the Company. As required under the provisions of
the Act, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Members
at the ensuing Annual General Meeting. An Ordinary Resolution for the ratification of remuneration of Cost Auditors for
FY 2025-26 is provided in the Notice under Special Businesses.

Your Directors recommend the same for approval by the Members of the Company.

The Cost Auditor’s Report will be filed within the prescribed period of 180 days from the close of the Financial Year.

37. COST ACCOUNTS AND COST RECORDS

The company is required to maintain cost records under section 148 of the Companies Act 2013 read with The Companies
(Cost Records & Audit) Rules 2014. As required under the above mentioned provision, the cost accounts and cost records
have been maintained by the company.

38. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143 (12) of the
Act and the Rules made thereunder.

39. RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk
management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and
Analysis, which forms part of this report.

40. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and
stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, to report concerns about unethical behaviour. This Policy is available on the Company’s website at
www.samratpharmachem.com.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status
of the Company and its operations in future.

42. RELATED PARTY TRANSACTION / DISCLOSURE

There are no related party transactions made by the company during the FY: 2024-25. None of the transactions with related
parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is attached to this report & shown as "Annexure IV”.

43. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on
the Company’s website on https://www.samratpharmachem.com/annual-returns/

44. LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

45. PARTICULARS OF EMPLOYEES

Under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel), 1956 read with Companies (Particulars of Employees) Rules,
2014, the particulars of the employees as required to be mentioned in the Annual Report is not applicable to the company.

46. SHARES ISSUED UNDER EMPLOYEE STOCK OPTION SCHEME (ESOS)

No shares have been issued to the employees under Employee Stock Option Scheme (ESOS) during the year.

47. PUBLIC DEPOSITS

The Company has not invited and accepted deposits from the public during the financial year ended March 31, 2025.

48. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required
to be disclosed pursuant to the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts Rules),
2014, is given hereunder.

A. CONSERVATION OF ENERGY

Your Company continues to explore & implement measures that will help in conservation and saving of energy.
Measures taken & benefits derived are as follows:

• Hot water coming from steam traps is recycled & used as boiler feed water.

• Using economiser effectively to pre-heat boiler feed water.

• Timely & routine preventive maintenance of boiler.

• Improvement in unit operations leading to reduction in processing time in reactor, centrifuge, drier & other
equipment's to minimize use of electricity.

• Hot water coming from steam traps is recycled & used as boiler feed water.

B. TECHNOLOGY ABSORPTION

The management has focused on productivity and quality improvement in order to optimize manufacturing costs. This
has helped in achieving optimum manufacturing costs, improved quality of products and consequently enhanced
customer satisfaction. The company uses indigenous technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if any,
at any point in time. There are no materially significant uncovered exchange rate risks in the context of Company’s
imports and exports. The Company accounts for mark-to-market gains or losses every quarter end, are in line with the
requirements of Ind AS 21. The details of foreign exchange earnings and outgo as required under Section 134 of the
Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned below:

Particulars

FY 2024-25

FY 2023-24

Foreign exchange earning

689.87

575.16

Foreign exchange outgo

25,863.03

23,504.29

49. DISCLOSURE REQUIREMENTS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

50. GREEN INITIATIVES

The electronic copies of Annual Report 2024-25 are sent to all members who have registered their email address with the
company / depository participants.

51. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matter as there were no
transactions on these matters during the financial year under review.

• There are no material changes and commitments affecting the financial position of the company which have occurred
between the end financial year 2024-25 & date of this report as per section 134(3)(l)

• The company has not accepted any deposit within the meaning of sections 73 & 74 of the companies act 2013 read with
companies (Acceptance of Deposits) Rules 2014.

• There are no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern
status of the company and its operations in future.

• The auditors of the company have not reported any fraud as specified under section 143(12) of the companies act 2013.

• There has been no change in the nature of business of the company.

• The company has not issued any sweat equity shares to its directors or employees.

• The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• There is no proceeding pending under the Insolvency & Bankruptcy Code 2016 and

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

52. OTHER DISCLOSERS AND AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March
31, 2025:

a. 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.

b. 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.

c. 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.

53. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation towards all associates including customers, suppliers, bankers,
employees, consultants, shareholders and to all those who have extended their committed support to the progress of the
Company.

By order of the Board of Directors
For Samrat Pharmachem Limited

Lalit Mehta

Mumbai Chairman & Managing Director

July 16, 2025 DIN : 00216681


 
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