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Fredun Pharmaceuticals Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 876.12 Cr. P/BV 5.21 Book Value (Rs.) 353.00
52 Week High/Low (Rs.) 1999/655 FV/ML 10/1 P/E(X) 42.11
Bookclosure 23/09/2025 EPS (Rs.) 43.70 Div Yield (%) 0.04
Year End :2025-03 

Your Director's have an immense pleasure to present the 38th Annual Report together With the Audited Financial Statements
for the year ended March 31,2025. (‘F.Y.2024-25')

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars

Standalone For the financial
year ended 31.03.2025

Consolidated For the financial
year ended 31.03.2025

Standalone For the financial
year ended 31.03.2024

Income from Business Operations

45,170.62

45,170.65

34,657.69

Other Income

456.20

456.20

249.49

Total Income

45,626.83

45,626.85

34,907.18

Total Expenditure other than
Financial Costs and Depreciation

40,117.17

40,135.90

31,017.39

Profit/ Loss before Interest,
Depreciation and Taxes

5,509.65

5,509.65

3,889.79

Finance Cost

2,237.66

2,237.66

1,365.01

Depreciation / Amortization

444.91

503.94

379.59

Profit / Loss Before
exceptional items and tax

2,827.08

2,749.35

2,145.19

Exceptional Income/ Expenses

0.00

0.00

0.00

Prior period adjustments

0.00

0.00

0.00

Profit / Loss before Tax

2,827.08

2,749.35

2 ,145.19

Total Tax expenses

746.33

775.43

582.85

Profit/(Loss) after Tax

2,080.76

1,973.93

1,562.34

STATE OF AFFAIRS OF THE COMPANY:

Your Company earned a Total Income of Rs. 45,626.83 Lakhs in the Financial Year ended March 31,2025 as compared to the
Total Income of Rs. 34,907.19 Lakhs for the corresponding Financial Year ended March 31,2024. There was 23.49 % hike in the
Total Income of the Company.

Your Company's Net Profit for the Financial Year 2024-2025 was Rs. 2,080.76 Lakhs as compared to the Net Profit of Rs. 1,562.34
Lakhs for the Previous Year i.e., 2023-2024.

Your Company is well diversified in the business ranging from Formulations to Diagnostics to Consultancy. The Company has a
unique range of products, from niche formulations, anti-diabetics to the latest anti-retroviral and anti-Hypertensive products.

Your Company is associated with many Governments of different countries which have also realised the need for robust and
consistent healthcare systems. Hence there is a great potential for growth in near future.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and
Analysis Statement forming part of this Annual Report.

DIVIDEND:

The Board of Directors have recommended a final dividend of 7% on the paid-up ordinary Equity Shares of the Company
payable to those shareholders of the Company whose names appear in the Register of Members as on the Record date.

TRANSFER TO RESERVES:

During the financial year under review, your Company have not transferred any amount to reserves.

SHARE CAPITAL:

The Details of Equity Share Capital of the Company are as follows:

(Rs. in Lakhs)

Particulars of Share Capital

Details as on March 31,2025

Details as on March 31,2024

No. of Shares

Amount

No. of Shares

Amount

Authorised Share Capital

Equity Shares

1,00,00,000

10,000

1,00,00,000

10,000

Issued, Subscribed and Paid - up Capital

Equity Shares

47,21,662

472.16

46,99,162

469.92

The Company had in financial year 2022-23 issued 2,51,890 warrants ("Warrants") of the Company, whereby each Warrant is
convertible into 1 (one) equity share of face value Rs.10/- (Rupees Ten Only) at any time within 18 (eighteen) months from the
date of allotment of the Warrants as per the ICDR Regulations, on a preferential basis, at a issue price of Rs. 996.20/- (Rupees
Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium of Rs. 986.20/- (Rupees Nine Hundred Eighty-
Six and Twenty Paise Only), aggregating to Rs. 25,09,32,818/- (Rupees Twenty-Five Crore Nine Lakhs Thirty-Two Thousand Eight
Hundred and Eighteen Only).

During the financial year under review, your Company has allotted 22,500 Equity Shares, of Rs. 10/- (Rupees Ten Only) each
fully paid, at a price of Rs. 996.20/- (Rupees Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium
of Rs. 986.20/- (Rupees Nine Hundred Eighty-Six and Twenty Paise Only), aggregating to Rs. 2,24,14,500/- (Rupees Two Crore
Twenty-Four Lakh Fourteen Thousand And Five Hundred Only) to Non-promoter shareholders on conversion of warrants pursu¬
ant to SEBI (ICDR) Regulation 2018 and Companies Act, 2013.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the financial year under review and information
pursuant to provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014 has been furnished.

SUBSIDIARY COMPANY, ASSOCIATE COMPANY, AND JOINT VENTURE COMPANY:

During the year under review, the Company had incorporated a Wholly Owned Subsidiary named Fredun

Retail Private Limited ("FRPL") with the objective of expanding the retail chain operations of the Company. The consolidated
financial statements presented in this Annual Report include the financial results of the said subsidiary.

Further, on March 27, 2025, Fredun Retail Private Limited acquired 100% equity shareholding of One Pet Stop Private Limited,
thereby making it a step-down subsidiary of Fredun Pharmaceuticals Limited. This acquisition is in line with the Company's
strategic vision to strengthen its retail and distribution footprint in the pet care segment.

Copies of the standalone and consolidated financial statements of Fredun Retail Private Limited, along with details of its sub¬
sidiary, are available on the website of the Company under the investor section and can be accessed at: www.fredungroup.
com.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is
annexed to this report as "Annexure I"

CHANGE IN THE NATURE OF THE BUSINESS:

The Company is primarily engaged in the activities of Pharma. During the financial year under review, there has been no
change in the nature of the business of your Company.

COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

During the financial year under review, the Company does not possess any commodity price risks and commodity hedging
activities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

•DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association
of the Company; Mr. Fredun Medhora (DIN No: 01745348) is liable to retire by rotation at the ensuing 38th Annual General
Meeting and being eligible, has offered himself for re-appointment. His re-appointment is being placed for your approval at
the 38th Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other Companies, of the Directors proposed to be appoint-
ed/re-appointed, along with his shareholding in the Company, as stipulated under the Secretarial Standards and Listing Reg¬
ulations, is annexed as an Annexure to the Notice of this AGM.

•CHANGE IN DIRECTORS

During the year under review, there were no appointments, resignations, or changes in the directorship of the Company. The
Board of Directors continued to function in its existing composition.

•KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Jinkal Shah resigned from the position of Company Secretary and Compliance Officer
of the Company, with effect from February 19, 2025. The Board places on record its sincere appreciation for the valuable
services and contributions made by her during her tenure. Subsequently, Mr. Parag Ashok Goyal was appointed as the Com¬
pany Secretary and Compliance Officer of the Company with effect from May 17, 2025, in accordance with the provisions of
the Companies Act, 2013 and applicable regulations.

•DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section 149(7) of The Companies Act, 2013
in the first Board Meeting of the Financial Year 2024-25 held on May 07, 2024; stating that they meet the criteria of Indepen¬
dence as laid down under Section 149(6) of the Companies Act, 2013.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Compa¬
ny, other than the sitting fees.

BOARD AND COMMITTEES OF BOARD:

•BOARD

The Board of your company comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 3 (Three) Indepen¬
dent Directors. The Board of Directors met 8 (Eight) times during the financial year under the review as per the provisions of
Secretarial Standards, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘SEBI Listing Regulations').

•COMMITTEES OF THE BOARD

The Committees of the Board viz; Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibil¬
ity Committee, Risk Management Committee, Management Commitee and Stakeholders' Relationship Committee are duly
constituted as per the provisions of Companies Act, 2013 and applicable SEBI Listing Regulations. Details of composition, terms
of reference and meetings are mentioned in Corporate Governance section forming part of this Annual Report.

The Company has also constituted functional committees delegating certain powers of the Board for administrative efficien¬
cy.

All the recommendations made by all Board Committees were accepted by the Board.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are disclosed under
Corporate Governance section of Annual Report.

•SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was convened on May 07, 2024 complying with the requirements of Schedule
IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:

•In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

•Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025
and its profit for the year ended on that date;

•Your Directors 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;

•Your Directors have prepared the Annual Accounts for the financial year ended March 31,2025 on a going concern basis;

•Your Directors have laid down internal financial controls which are followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

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

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:

Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 and Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal evalu¬
ation needs to be done by the Board of its own performance and that of its Committees and individual Directors and that
Independent Directors shall evaluate non- independent Directors and the Chairperson of the Board.

The Board at its meeting held on May 07, 2024 carried out the evaluation of every Director's performance, its own perfor¬
mance and that of its Committees and Individual Directors. The evaluation of the Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. Further, the Independent Directors at their Meeting held on May 07,
2024 evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the
Board as a whole.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees.

The Nomination & Remuneration Committee at its meeting held on May 07, 2024 reviewed the implementation and compli¬
ance of the process of evaluation of performance as specified by the said Committee.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and em¬
ployees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization
of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report an¬
nexed to this Annual Report. The said policy is also hosted on the website of the Company at www.fredungroup.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related
Party Transactions. The Policy can be accessed on the Company's website at www.fredungroup.com. During the year under
review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at
arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which
are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. During the year under
review there were no material related party contracts entered into by the Company requiring shareholders' approval.

There were no materially significant Related Party Transactions made by the Company during the year that would fall under
the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies
Act, 2013 is annexed as "Annexure II".

The policy on materiality of information / documents and dealing with it has been approved by the Board and the same is
also available on the website of the Company at www.fredungroup.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsi¬
bility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The com¬
position, roles, and responsibilities of the CSR Committee are outlined in the Corporate Governance Report, which forms part
of this Annual Report.

During the financial year under review, the Company has spent the requisite 2% of its average net profits of the previous three
financial years, calculated in accordance with Section 198 of the Companies Act, 2013, on CSR activities. These activities are
in line with the Company's CSR Policy and focus on promoting education, healthcare, environmental sustainability, and other
areas as prescribed under Schedule VII of the Act.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been
hosted on Company's website at www.fredungroup.com.

A detailed report on CSR activities undertaken by the Company, including the composition of the CSR Committee, projects
approved, amount spent, and the manner of implementation, as required under Section 135(5) and (6) of the Act, is annexed
to this report as "Annexure III".

STATUTORY AUDITORS:

M/s. R.H. Nisar & Co. (Chartered Accountant) (Firm Registration Number: 103659), were appointed as the Statutory Auditors of
the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion
of 36th Annual General Meeting upto the conclusion of the 41st Annual General Meeting of the Company to be held in the
year 2028.

The remarks and observations made in the Auditor's Report of M/s. R.H. Nisar & Co., Chartered Accountants read together
with relevant notes thereon, are self-explanatory and hence do not call for any comments as same have since been ad¬
dressed appropriately.

AUDITORS' REPORT:

The Auditors' Report on Standalone and Consolidated Financial Statements for the year ended March 31,2025 forms integral
part of this Annual Report

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. R.H. Nisar & Co. (Chartered Accountant)
in their Report dated May 30, 2025 on the Financial Statements of the Company for Financial Year 2024-25.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (in¬
cluding any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Ms. Kala Agarwal, Practicing Company Secretary, Secretarial Auditor submitted the Secretarial Auditors Report for the finan¬
cial ended 31st March, 2025 which is annexed as "Annexure IV" to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the
Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines.

The Secretarial Audit Report and the Annual Secretarial Compliance Report did not contain any qualification, reservation,
adverse remarks or observation.

In compliance with the provisions of the SEBI Listing Regulations, on the recommendation of the Audit Committee, the Board
of Directors recommended the appointment of Ms. Kala Agarwal, Practicing Company Secretary as the Secretarial Auditor
of the Company for a term of five (5) consecutive years commencing from the conclusion of 38th AGM till the conclusion of
43rd AGM.

The proposal forms part of the 38th AGM notice.

Ms. Kala Agarwal, Practicing Company Secretary had confirmed her eligibility and independence and had also expressed
their willingness to accept the appointment upon approval.

COST AUDIT REPORT:

Based on the recommendation of Audit Committee, the Board appointed M/s Joshi Apte & Associates - Cost Accountants
(Firm Registration No. 000240), as the Cost Auditor to conduct the audit of the Company's cost records for the financial year
ended 31st March, 2025. The Cost Auditor will submit his report for FY 2024-25 by the due date.

The Cost Audit Report, for FY 2023-24, was filed with the Central Government. The Company maintains the cost records in
compliance with provisions of Section 148(1) of the Act.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 30th May, 2025 had approved the
appointment of M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to con¬
duct the cost audit for financial year ending 31st March, 2026.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since
the remuneration to the Cost Auditor for auditing the cost records for FY 2025-26 is required to be ratified by the members, the
Board of Directors recommends the same for ratification at the ensuing AGM. The proposal forms part of the 38th AGM notice.

During the year under review, the Statutory, Secretarial and Cost Auditors did not report any instance of fraud committed in
the Company by its officers or employees under Section 143(12) of the Act, the details of which need to be mentioned in the
Board's report.

SEGMENT:

The Company operates only in a single segment i.e. Pharmaceutical Segment.

CORPORATE GOVERNANCE REPORT:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements
of Corporate Governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary con¬
firming compliance of corporate governance for the year ended March 31,2025 is provided separately and forms integral
part of this Annual Report.

MANAGEMENT DISCUSSION& ANALYSIS REPORT

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Dis¬
closure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3) (a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return as on March 31,2025, is placed on the website of the Company at www.
fredungroup.com

SECRETARIAL STANDARDS:

The company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company
Secretaries of India under Section 118(10) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial statements.

BUSINESS RISK MANAGEMENT:

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the
Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them
effectively and efficiently. Many types of risks exist in the Company's operating environment and emerge on a regular basis
due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify
and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create
transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and
enhance the Company's competitive advantage. The Business risks as identified are reviewed and a detailed action plan to
mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed
before the Audit Committee of the Company.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints Committee has
been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibi¬
tion and Redressal) Act, 2013. The Company has a broad and comprehensive policy in place to deal with any such situation.
The Policy is available on the website of the Company at www.fredungroup.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

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

Your Company has heavily invested into the latest machineries for both the manufacturing and packing departments; hence
it is imperative to take care of the internal systems and work culture. The Company is continuously complying as per the Pol¬
lution Regulation Control Board of Maharashtra.

The Company also conducts in-house energy audits at regular intervals with proper monitoring and maintenance of all the
machines. Conservation of energy in all the departments is an on- going process which requires a proactive compliance. It
is a must to have a high performing and competent Quality Control and Quality Assurance team which monitors the compli¬
ance of all the regulatory aspects of manufacturing.

Special emphasis is given on improving the manufacturing processes which will help in reducing manufacturing time, man¬
power and electricity consumption. Additional conveyor belts are installed to transfer the finished goods from manufacturing
departments to BSR and also from BSR to the container loading bay. This has helped in reducing time, money and energy
to a great extent. The newly installed automatic equipment and instruments will give higher output with less manpower and
increase the productivity of the Company.

The other Integrated Systems with proper data storage gives consistent performance and lowers the cost of production. The
continuous monitoring is done of existing compressors, boilers electrical heaters, and pumps etc. for enhancing energy effi¬
ciency.

For the treatment of waste water, your Company has installed a bigger ETP plant which controls water pollution. The treated
water is used for gardening and a green environment is well maintained and no waste water is allowed to run outside the
manufacturing unit. The waste sludge is regularly monitored by MPCB Department.

With a full-fledged R&D Department, your Company has developed and launched many new molecules like antihyperten¬
sive, antidiabetic, ARVs and even narcotics. These molecules are either under patent or still not universally manufactured
on a large scale. Continuous efforts are made to improve the quality of the products in respect of better bioavailability and
stability.

Two new walk-in stability chambers are also installed for monitoring the stability of the products. Continuous R&D is going
on for established products also to reduce the cost of manufacturing and improve the quality and stability of the products.
Your Company has also installed fully automatic purified water generation and distribution system to cater to newly started
ointments, creams and gels manufacturing Department along with the Department for manufacturing pellets of various APIs
complying as per cGMP norms.

Foreign Exchange earnings and outgo:

Foreign Exchange Earnings:

Export of Goods- 76,18,04,853.04/-

Foreign Exchange Outgo:

Import of Goods- 1,66,04,297.50/-

As per RBI Guidelines, the Company manages Foreign Exchange Risk to protect value of exposures. From time to time the
Board reviews the Foreign Exchange Exposure.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Re¬
muneration of Managerial Personnel) Rules, 2014.

The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Ap¬
pointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as "Annexure VI"

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of op¬
erations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting,
ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and
legal compliances.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that may have an im¬
pact on the "Going Concern Status" and Company's Operations in the future.

DETAILS OF FRAUD:

There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit
Committee or the Board of Directors during the year under review.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished
Price Sensitive Information to ensure prevention of Insider Trading in the Organization.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE
OF THE REPORT:

There were no other reportable material changes or commitment, occurred between the end of the Financial Year and the
date of this report, which may have any effect on the financial position of the Company.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Your Company is working strategically to recruit, develop and utilize people - Our most valuable business resource. Your
Company is actively pursuing policies for the strategic and well-planned recruitment, development and utilization of human
resources who can understand and practice the Company's Management Principles and Activity Guidelines in order to con¬
tribute broadly to society and continue creating new values.

Effective recruitment, development and the utilization of globally competitive human resources are the most important issues
for your Company to survive the current ever-changing business environment and achieve sustainable growth. Our concern
is to ensure that each of our employees exercise their full potential in line with the business strategy of their respective depart¬
ments.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.

DISCLOSURES WITH RESPECT TO SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Sr. No.

Nature of information

Status

1

Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year i.e. as on April 01, 2024.

2,800

2

Number of shareholders who approached issuer for transfer of shares from
suspense account during the year 2024-25

0

3

Number of shareholders to whom shares were transferred from suspense
account during the year 2024-25

0

4

Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year i.e. as on March 31,2025

2,800

The voting rights of the shareholders of the above shares shall remain frozen till the rightful owner claims the shares.
ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Depart¬
ments and Development Authorities connected with the business of the Company, contractors and consultants and also
Banks, Financial Institutions and Employees of the Company for their continued support and encouragement and look for¬
ward for the same in future.

For FREDUN PHARMACEUTICALS LIMITED

Sd/- Sd/-

DR. DAULAT MEDHORA FREDUN MEDHORA

CHAIRPERSON & JT. MANAGING DIRECTOR. MANAGING DIRECTOR & CFO

DIN:01745277 DIN:01745348

Place: Mumbai
Date: May 30, 2025


 
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