Market
BSE Prices delayed by 5 minutes... << Prices as on Sep 11, 2026 >>  ABB India  7269.1 [ -0.83% ] ACC  1246.15 [ -0.70% ] Ambuja Cements  391 [ -1.26% ] Asian Paints  2470 [ -0.40% ] Axis Bank  1247.5 [ -0.99% ] Bajaj Auto  11684 [ -1.07% ] Bank of Baroda  237.8 [ -0.08% ] Bharti Airtel  1832 [ -0.27% ] Bharat Heavy  430.6 [ -0.32% ] Bharat Petroleum  304.5 [ 0.50% ] Britannia Industries  4970 [ -0.82% ] Cipla  1365 [ -1.09% ] Coal India  425.6 [ -1.82% ] Colgate Palm  1797.6 [ -0.69% ] Dabur India  376.5 [ -0.26% ] DLF  643.6 [ -1.74% ] Dr. Reddy's Lab.  1161 [ 1.77% ] GAIL (India)  173.9 [ -0.63% ] Grasim Industries  3281.55 [ -1.13% ] HCL Technologies  1207 [ 0.85% ] HDFC Bank  708 [ 2.02% ] Hero MotoCorp  5225 [ -1.04% ] Hindustan Unilever  1934 [ -0.18% ] Hindalco Industries  981.9 [ -3.64% ] ICICI Bank  1379.15 [ -0.35% ] Indian Hotels Co.  717.75 [ -0.38% ] IndusInd Bank  977.8 [ -1.73% ] Infosys  1038.2 [ 0.64% ] ITC  260.25 [ 0.48% ] Jindal Steel  1118.3 [ -2.08% ] Kotak Mahindra Bank  418.7 [ 0.42% ] L&T  3915 [ -1.01% ] Lupin  2096 [ 1.01% ] Mahi. & Mahi  3120 [ -0.94% ] Maruti Suzuki India  12410 [ -0.96% ] MTNL  24.71 [ -1.71% ] Nestle India  1384 [ -0.86% ] NIIT  92.4 [ -1.60% ] NMDC  82.45 [ -2.77% ] NTPC  333.3 [ -1.10% ] ONGC  232.55 [ -1.88% ] Punj. NationlBak  116.65 [ -0.17% ] Power Grid Corpn.  269.1 [ -1.07% ] Reliance Industries  1258 [ -1.33% ] SBI  997 [ -0.75% ] Vedanta  264.35 [ -1.78% ] Shipping Corpn.  280.2 [ -1.72% ] Sun Pharmaceutical  1842 [ -1.18% ] Tata Chemicals  612.1 [ 0.29% ] Tata Consumer  991.55 [ -0.83% ] Tata Motors Passenge  302 [ 0.50% ] Tata Steel  182.85 [ -1.67% ] Tata Power Co.  365 [ -0.54% ] Tata Consult. Serv.  2202 [ -0.65% ] Tech Mahindra  1539.5 [ 1.38% ] UltraTech Cement  10996 [ -0.52% ] United Spirits  1397.2 [ -0.12% ] Wipro  167.5 [ 0.81% ] Zee Entertainment  79.43 [ -1.93% ] 
Nectar Lifesciences Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 257.90 Cr. P/BV 0.45 Book Value (Rs.) 25.41
52 Week High/Low (Rs.) 22/9 FV/ML 1/1 P/E(X) 0.00
Bookclosure 21/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2026-03 

Your directors take pleasure in presenting the 31st Annual Report
together with the audited financial statements of Nectar Lifesciences
Limited (“NLL” or “Neclife” or “Nectar” or “the Company”) for the
Financial Year (“FY”) ended March 31,2026.

Financial results and state of affairs

INR in Million

31-Mar-26

31-Mar-25

(Restated)

Gross Sales (Including GST)

0.00

0.00

Other Income

92.91

18.78

Profit (Loss) before interest and
depreciation & exceptional items

(514.02)

16.90

Interest

361.25

0.00

Depreciation & Amortization

3.43

6.18

Profit (Loss) before exceptional items &
tax from continuing operations

(878.70)

10.72

Exceptional items (Net of Tax)

-

-

Profit (Loss) before tax from continuing
operations

(8,78.70)

10.72

Tax expenses of continuing operations

(305.29)

3.75

Profit (Loss) after tax from continuing
operations

(573.41)

6.97

Discontinued Operations

Profit (loss) before tax from discontinued
operations

(5376.55)

(16,26.06)

Exceptional items (Gain on slump sale)

1633.73

-

Tax expenses of discontinued operations

(13,87.38)

(4,82.28)

Profit (Loss) for the period from
discontinued operations

(23,55.44)

(11,43.78)

Profit (loss) after tax

(2928.85)

(1136.81)

Other Comprehensive income

0.79

5.40

Profit (Loss) after tax available for
Appropriations

(29,28.06)

(11,31.41)

The Company’s revenue during FY 2025-26 stood at Nil. The
Company reported a loss before tax of I NR 878.70 million in FY
2025-26 compared to profit before tax of INR 10.72 million in FY
2024-25.

The detailed discussion on Company’s various operations, state of
Company’s affairs, nature of business and changes therein are set
out in
Management Discussion and Analysis Report (“MDA”).
The MDA of financial condition and result of operations of the
Company for the year under review as required under Securities
and Exchange Board of India (“SEBI”) (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“LODR Regulations”),
is given as Annexure 1 and forms and part of this report. Any
disclosure not given in this report and its annexures but disclosed in
Annexure 1, shall be deemed to be reported in this report and
vice
versa.
As the Company is not in the top 1000 companies list based

on the Market Capitalisation from March 31,2022, to December 31,
2025, the Business Responsibility and Sustainability Report (“BRSR”)
is not applicable to the Company.

Slump sale of Pharma Business

Pursuant to the Business Transfer Agreement (“BTA”) dated July 7,
2025, the Company transferred its Active Pharmaceutical Ingredients
business located at Unit 1 and Unit 2, Derabassi, Punjab, and its
Formulation business located at Unit 6, Baddi, Himachal Pradesh
(collectively referred to as the “Pharma Businesses”) to Ceph
Lifesciences Private Limited (“Ceph”) on a going concern basis
through a slump sale completed on November 10, 2025. The
transaction was undertaken for an aggregate consideration of INR
12,700.00 Million, which, after adjustments for working capital in
accordance with the BTA, was finalized at a consolidated
consideration of INR 12,539.86 Million. A resultant profit of INR
1,633.73 Million arising from the sale of the Pharma Businesses has
been recognised under Exceptional Items.

Sale of Menthol Assets

Pursuant to the Asset Purchase Agreement (“APA”) dated July 7,

2025, the Company transferred the assets relating to its menthol
business (“Menthol Assets”) to Ceph on November 10, 2025, for a
consideration of INR 200.00 Million, and received the entire
consideration.

Slump sale of Capsule Business

The Company has entered into a Business Transfer Agreement
(“Capsule BTA”) dated December 20, 2025, with Capnest Health
Care Private Limited (“Capnest”) for the slump sale of its Empty
Hard Gelatin Capsule business located at Village Bhatoli Kalan,
Pargana Dharmpur, Tehsil Baddi, District Solan, Himachal Pradesh
(“Capsule Business”), on a going concern basis, for a consideration
of INR 199.00 Million, including transfer of related receivables and
payables/creditors, subject to working capital adjustments specified
in the Capsule BTA and approval under Section 118 of the Himachal
Pradesh Tenancy and Land Reforms Act, 1972. The transaction shall
be completed in accordance with the terms set out in the Capsule
BTA.

Other Assets

The Company is also evaluating the monetization of the following
assets with the objective of optimizing non-core assets and further
strengthening its liquidity position:

i. Jammu Unit: Fixed assets pertaining to the Company’s Jammu
unit, which has remained inoperative. Necessary steps in
relation to the proposed transaction have been initiated and
the matter is presently under active consideration.

ii. Land near Garhshankar, Punjab: Vacant land situated near
Garhshankar, Punjab. A portion of the said land has already
been sold subsequent to the financial year end, indicating
progress in the Company’s planned disposal strategy.

Change in the Nature of Business

During the financial year 2025-26, the Company amended the Object
Clause of its Memorandum of Association pursuant to the approval
of the members obtained through a postal ballot on February 28,

2026, to expand its objects to include real estate activities in addition
to its existing business. In furtherance of this strategic expansion,
the Company acquired 100% of the equity share capital of Avensis
Exports Private Limited (“AEPL”) with effect from March 6, 2026,
pursuant to which AEPL became a wholly owned subsidiary (“WOS”)
of the Company.

The Board is currently evaluating various opportunities and projects
to pursue the Company’s newly adopted objects and expand its
presence in the real estate business.

The financial results of the Company for the quarter ended on June
30, 2026, are available on the website of the Company (URL:
https://www.neclife.com/about-1).

Indian Accounting Standards (“Ind AS") and Secretarial
Standards

The Company has adopted Ind AS prescribed under section 133 of
the Companies Act, 2013 (“Act”), read with the relevant rules issued
there under and accordingly, standalone and consolidated audited
financial statements have been prepared in accordance with the
recognition and measurement principles laid down in Ind AS and the
other accounting principles generally accepted in India.

The Company is in compliance of Secretarial Standards as issued
by Institute of Company Secretaries of India (“ICSI”).

Corporate Governance

The Company aimed to conduct its affairs in an ethical manner. A
separate Report on Corporate Governance is given as Annexure 2
and forms part of this report. A certificate from the Company’s
Auditors regarding the Compliance of Conditions of Corporate
Governance as stipulated under LODR Regulations is given in
Annexure 3. Any disclosure not given in this report and its annexures
but disclosed in Annexure 2, shall be deemed to be reported in this
report and
vice versa.

Share capital

The authorised share capital of the Company remained unchanged
during FY 2025-26 at INR 350.00 million, comprising 350 million
equity shares of INR 1.00 each.

The Company completed a buy-back of 3,00,00,000 fully paid-up
equity shares of INR 1 each at a price of INR 27.00 per share,
aggregating INR 810.00 Million, through the tender offer route in
accordance with the provisions of the Act and the SEBI (Buy-back
of Securities) Regulations, 2018. The buyback was open from
December 31,2025, to January 6, 2026. The consideration was paid
on January 13, 2026, and the bought-back shares were extinguished
on January 20, 2026. The buy-back premium of INR 780.00 Million
adjusted against the Securities Premium Account and INR 30.00
Million transferred to the Capital Redemption Reserve in accordance
with Section 69 of the Act. Consequent to the completion of the buy¬
back, the paid-up equity share capital of the Company was reduced
by INR 30.00 million and stood at INR 194.26 million as of March 31,
2026.

Other than as stated above, there was no public issue, rights issue,
bonus issue or preferential issue, etc. during the FY. The Company
has not issued shares with differential voting rights, sweat equity
shares, nor has it granted any stock options.

Subsidiary Company

The Company has WOS namely NECLIFE PT, UNIPESSOAL LDA
(“NECLIFE PT”), incorporated in Portugal. There is negligible
investment in NECLIFE PT, and no business activity has been carried
out therein in FY 2025-26 and till date in FY 2026-27.

As disclosed above, the investment of INR. 24,96,000/- (Indian rupees
twenty- four lakh ninety- six thousand only) has been made to acquire
AEPL. No business activity has been carried out in AEPL in FY 2025¬
26 and till date in FY 2026-27. The Company has also infused INR
980.00 Million in AEPL in FY 2025-26 as a inter corporate loan.

Therefore, nothing is to report on the performance and financial
position of NECLIFE PT and AEPL. The contribution of WOSs in the
performance of the Company was/ is negligible.

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of financial statements of subsidiaries,
associates and joint venture companies in Form AOC-1 is attached
to the Financial Statements. The separate financial statements in
respect of the WOSs shall be kept open for inspection at the
Registered Office of the Company during working hours for a period
of 21 days before the date of the Annual General Meeting (“AGM”).
Your Company will also make available these documents upon
request by any Member of the Company interested in obtaining the
same. The separate audited/ unaudited financial statements in
respect of the WOSs are also available on the website of your
Company at URL:
https://www.neclife.com/about-3-4 .

The WOSs are not material as per Policy for determining Material
Subsidiaries of the Company and LODR Regulations. The Company
does not have any associate company or joint venture company,
therefore, nothing to report thereon.

Consolidated financial Statements

As required under Section 129 of the Act and LODR Regulations,
consolidated financial statements for the year ended on March 31,
2026, of the Company are attached.

Dividend, Reserves and Dividend Distribution Policy

Considering the financial position of the Company, your directors
have decided not to recommend a Dividend for the year ended March
31,2026. The Board of Directors of your Company has decided not
to transfer any amount to the Reserves for the year under review.

The Dividend Distribution Policy is placed on the website of the Company at
https://www.neclife.com/ files/ugd/6aa048 08a096eaff2643ee8944920c02642ea8.pdf
and Company is in compliance of the same.

The members may please refer to notes of Notice of AGM for
information on shares/ dividend transferred / proposed to be
transferred to IEPF Authority.

Directors and Key Managerial Persons

Mr. Puneet Sud resigned from the position of Wholetime Director
(“WTD”) with effect from May 31,2025.

Based on the recommendation of the Nomination and Remuneration
Committee (“NRC”), the Board of Directors, at its meeting held on
May 30, 2025, appointed Dr. Surulichamy Senthilkumar (DIN:
11124083) as an Additional Director with effect from June 1,2025,
and as WTD, designated as Director (R&D), for a term of three years
commencing from June 1, 2025. The members approved his
appointment as a director and as WTD Director (R&D) at the 2025-
26/01st Extraordinary General Meeting (“EGM”) held on August 4,
2025.

Ms. Meena Verma ceased to be a Nominee Director of the Company
with effect from October 27, 2025, upon the Company discharging
all its liabilities towards the Export and Import Bank of India (“EXIM”),
pursuant to which EXIM withdrew her nomination.

Consequent to the slump sale of the Pharma Businesses, Dr.
Surulichamy Senthilkumar and Mr. Amit Chadah resigned from the
positions of Whole-time Director (R&D) and Chief Executive Officer,
respectively, with effect from November 10, 2025.

Dr. Surulichamy Senthilkumar continues to serve on the Board as a
Non-Executive, Non-Independent Director and does not draw any
remuneration or sitting fees from the Company. He has resigned
from directorship with effect from closing hours of August 06, 2026.

Mr. Sanjiv Goyal (DIN- 00002841), Director will retire by rotation in
the forthcoming AGM and being eligible, offer himself for re¬
appointment. The Board recommends his re-appointment as a
director.

Based on the recommendation of NRC, the Board of Directors have
appointed Mr. Sushil Kapoor (DIN:00063525) as an Additional
Director w.e.f. December 04, 2025, and WTD designated as Director
(Finance) for a period of three years from that date. His appointment
as Director and WTD [Director (Finance)] was approved by the
members through postal ballot dated February 28, 2026.

Based on the recommendation of the Nomination and Remuneration
Committee ("NRC"), the Board of Directors, at its meeting held on
August 14, 2026, appointed Dr. Gunmala Suri (DIN- 11879344) as
an Additional Director with effect from August 15, 2026, and as Non¬
Executive Non- Independent Director, from August 15, 2026 subject
to approval of members at the forthcoming AGM of the Company.

The Company has received declarations from all the Independent
Directors of the Company confirming that:

1. They meet the criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Act, and under LODR
Regulations;

2. They hold highest standards of integrity and possess requisite
expertise and experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules thereunder)
required to fulfill their duties as Independent Directors;

3. They are in compliance of sub-rule (1), sub-rule (2) and sub¬
rule (4) of Rule 6 of Companies (Appointment and Qualifications
of Directors) Rules, 2014; and

4. They have complied with the Code of Conduct for Directors
and senior management.

Your Directors do hereby confirm that in the opinion of the board the
independent directors:

a. fulfil the conditions specified in the Act and LODR Regulations;

b. are independent of the management; and

c. possess integrity, expertise and experience (including the
proficiency in terms of Section 150(1) of the Act).

As on the date of the end of FY, the Company has right proportion of
Independent Directors viz a viz Non-Independent Directors as per
applicable provisions of Section 149 of the Act, and LODR
Regulations.

Mr. Sanjaymohan Singh Rawat was appointed as the Company
Secretary and Compliance Officer with effect from April 1, 2025.

Pursuant to the provisions of Section 203 of the Act, the key
managerial personnel of the Company as on March 31,2026, were
as under:

Mr. Sanjiv Goyal, Chairman & Managing Director

Mr. Sushil Kapoor, WTD & Chief Financial Officer (“CFO”)

Mr. Sanjaymohan Singh Rawat, Company Secretary
Number of meetings of the board

09 (Nine) meetings of the board were held during the year. The details
of Directors' attendance and meetings held during FY 2025-26 are
provided in Corporate Governance Report which forms and part of
this report.

Directors' responsibility statement

The Directors confirm that:

• in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material
departures have been made from the same;

• they 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 at the end of the FY and of
the profit & loss of the Company for that period;

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

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

• they have laid down internal financial controls for the Company
and such internal financial controls are adequate and operating
effectively; and

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

Committees of the Board

The Company constituted the Committees as per the provisions of
Sections 135, 177, 178 and other applicable provisions of the Act
and LODR Regulations. The composition, powers and duties of the
Committees, during FY 2025- 26, are detailed out in the Corporate
Governance Report which forms part of this report. The Board of
Directors accepted all recommendations of the Audit Committee.

Policy on directors' appointment and remuneration and other
details

The Company's policy on directors' appointment and remuneration and other
matters namely Nomination, Remuneration & Evaluation Policy as provided in
Section 178(3) of the Act has been uploaded on the website of the Company at
https://www.neclife.com/ files/ugd/6aa048 17d769b4f1064d5eadb8fb8d97a4520f.pdf.
The salient features of the Policy are to provide a framework and set standards
for the nomination, remuneration & evaluation of the Directors, Key Managerial
Personnel and officials comprising the Senior Management. The Company aims
to achieve a balance of merit, experience and skills amongst its Directors, Key
Managerial Personnel and Senior Management. The criteria for Appointment of
Directors/KMPs/Senior Officials are as under:

For Enhancing the competencies of the Board and attracting as well
as retaining talented employees for role of KMP/a level below KMP
are the basis for the NRC to select a candidate for appointment to
the Board. When recommending a candidate for appointment, the
NRC has regard to:

• Assessing the appointee against a range of criteria which
includes but not be limited to qualifications, skills, regional and
industry experience, background and other qualities required
to operate successfully in the position, with due regard for the
benefits from diversifying the Board;

• The extent to which the appointee is likely to contribute to the
overall effectiveness of the Board, work constructively with the
existing directors and enhance the efficiencies of the Company;

• The skills and experience that the appointee brings to the role
of KMP/Senior Official and how an appointee will enhance the
skill sets and experience of the Board as a whole;

• The nature of existing positions held by the appointee including
directorships or other relationships and the impact they may
have on the appointee's ability to exercise independent
judgment;

The criteria for deciding the Remuneration of Directors, Key
Managerial Personnel and Senior Management are as under:

• The guiding principle is that the level and composition of
remuneration shall be reasonable and sufficient to attract, retain
and motivate Directors, Key Management Personnel and other
senior officials; and

• The Directors, Key Management Personnel and other senior
official's salary shall be based & determined on the individual
person’s responsibilities and performance and in accordance
with the limits as prescribed statutorily, if any and other relevant
factors including but not limited to market, business performance
and practices in comparable companies, having due regard to
financial and commercial health of the Company as well as
prevailing laws and government/other guidelines.

There could be following component of Remuneration:

a) Base Compensation (fixed salaries): Must be competitive and
reflective of the individual's role, responsibility and experience
in relation to performance of day-to-day activities, usually
reviewed on an annual basis;

b) Variable salary: The NRC may in its discretion structure any
portion of remuneration to link rewards to corporate and
individual performance, fulfillment of specified improvement
targets or the attainment of certain financial or other objectives
set by the Board.

There is no change in the policy during FY 2025-26.

Board evaluation

Pursuant to the provisions of the Act and LODR Regulations, the
evaluation of the Board involves multiple levels:

1. Board as a whole;

2. Committees of the Board;

3. Individual Directors and Chairperson, Independent Directors,
Non-independent directors, etc.

The performance of the Board and committees was evaluated by
the NRC and the Board after seeking inputs from all the directors/
committee members on the basis of the criteria such as the Board/
committee composition and structure, effectiveness of board
processes, information and functioning, etc.

The following information is provided in agenda papers for evaluation
of:

A. Board

1. Frequency of meetings

2. Attendance by Board members

3. Duration and conduct of meetings

4. Agenda and documentation

5. Board Structure

6. Functions of the Board

7. Communications and Interaction

B. Committees

1. Size of the Committee is appropriate for the complexity &
operations of the organization.

2. Effectiveness of the Committee in performing its role and
discharging its responsibilities (as mandated under the Act
and the LODR Regulations).

3. The Committee oversees the terms of references assigned
to it/ its statutory obligations/ role defined.

4. The Committee review / approves matters of its terms of
reference.

5. Agenda of the Committees are being circulated at a
reasonable time in advance

6. Draft and Signed Minutes of the Committees circulated to
the members of the Committee.

7. Minutes of meeting(s) of the Committee are placed before
the Board regularly.

8. The Committee effectively performs support functions to
the Board in fulfilling its responsibilities.

9. Overall functioning of the Committee.

C. Independent Directors, Chairman & Managing Director and
Wholetime Director:

1. Consistently and actively participated in the board and
committee meetings.

2. Prepared adequately for the board/ committee meetings.

3. Contributed to strategy and other areas impacting
Company performance.

4. Brought their experience and credibility to bear on the
critical areas of performance of the Company.

5. Kept updated knowledge of their area of expertise.

6. Communicated in open and constructive manner.

7. Gave fair chance to other members to contribute,
participates actively in the discussions and were consensus
oriented.

8. Helped to create positive image of the Company and helped
the Company wherever possible.

9. Actively contributed toward positive growth of the
Company.

10. Conducted themselves in a manner that was ethical and
consistent with the laws of the land.

11. Attitude

12. Application to the job

The NRC and the Board have reviewed the performance of the
individual directors on the basis of the 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 and inputs in meetings, etc. In addition,
the Chairman was also evaluated on the key aspects of his role. The
performance evaluation forms of each of director get filled from all
directors based on Knowledge, Skills, Attitude, Application to the
job, Communication, Human Behavior & Teamwork and Overall
Performance.

In a separate meeting of independent Directors, performance of non¬
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated on the basis of
parameters as provided above.

Internal financial control systems and their adequacy

The Company has adequate financial controls. The details in respect
of internal financial control and their adequacy are included in the
MDA, which forms part of this report.

Auditors

M/s Deepak Jindal & Co, Chartered Accountants (Firm Registration
No. 023023N) have been appointed as the Statutory Auditors of the
Company in the 27th AGM held on September 21,2022, for a period
of five years commencing from the conclusion of the 27th AGM till
the conclusion of the 32nd AGM to be held in the year 2027.

Auditors’ Report

The Report given by the M/s Deepak Jindal & Co, on the financial
statements of the Company is part of the Annual Report. There has
been no qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report. Observations made in the Auditors'
Report are self-explanatory and therefore do not call for any further
explanation.

Secretarial Auditor and Secretarial Audit Report

Mr. Prince Chadha of P. Chadha & Associates, Practicing Company
Secretaries, was appointed as the Secretarial Auditor of the Company
at the 30th AGM held on September 29, 2025, for a period of five
years commencing from the conclusion of the 30th AGM till the
conclusion of the 35th AGM to be held in 2030, to conduct the
Secretarial Audit of the Company for FY 2025-26 to FY 2029-30 as
per the provisions of the Act and LODR Regulations.

Accordingly, the Secretarial Audit report for FY 2025-26 Mr. Prince
Chadha of P. Chadha & Associates, is appended as Annexure 4 to
this Report. There were no qualifications, reservations or adverse
remarks in the Secretarial Audit Report. The observations made
therein are self-explanatory and, therefore, do not call for any further
explanation.

The Company has also obtained the Annual Secretarial Compliance
Report for FY 2025-26 from the Secretarial Auditor, covering all
applicable compliances under SEBI Regulations and circulars/
guidelines issued thereunder. The said Report has been submitted
to the stock exchanges within the prescribed timeline and is also
available on the website of the Company at
www.neclife.com.

Cost Records and Audit

The Company was required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of the
Act and accordingly such accounts and records were made and
maintained. The Cost Auditor has submitted the Cost Audit Report
for FY 2024- 25 on August 14, 2025, which has been filed on August
23, 2025, within the prescribed time.

The Cost Auditor will forward the Cost Audit Report for FY 2025-26
by September 26, 2026. The report will be filed with the Ministry of
Corporate Affairs within 30 days of the date of Cost Audit Report.

The Company has transferred its Pharma Businesses pursuant to
the BTA. Consequently, the Company is not undertaking any
production/manufacturing activities from FY 2026-27 onwards.

Accordingly, the provisions relating to maintenance of cost records
and appointment of Cost Auditor under Section 148 of the Act read
with the applicable Companies (Cost Records and Audit) Rules are
not applicable to the Company for FY 2026-27 and subsequent
financial years, unless the Company undertakes any manufacturing
or production activities in future. In such an event, the applicability
of the said provisions shall be evaluated and necessary actions for
appointment of Cost Auditor, as required under applicable laws, shall
be undertaken.

Report by Auditors under Section 143(12) of the Act

None of the Auditors have reported any fraud under sub-section (12)
of section 143 of the Act to the Audit Committee or the Board.

Risk management

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

The audit committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions
on a continuing basis.

Particulars of loans, guarantees and investments

The Company has given loan as per Section 186 of the Act, however,
the amount receivable from subsidiaries, if any, and the investments
under section 186 of the Act are given in the Financial Statements
forming part of the Annual Report.

Transactions with related parties

Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure 5 in Form AOC- 2 and the same
forms part of this report. Further details about these transactions
are provided in Report on Corporate Governance and Financial
Statements forming part of the Annual Report.

Corporate social responsibility

The information as required under Section 135 of the Act and
Companies (Corporate Social Responsibility Policy) Rules, 2014
(“CSR Rules”), 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
6 of this report in the format prescribed in the CSR Rules. The CSR
policy is available on the website of the Company.

Annual Return and Extract of annual return

As provided under Section 92(3) of the Act, the Annual Return (MGT-
7) is also available on the website of the Company at

htlps/y2eb6d9c0-25af-48bf-99b5-9964acb35927.fibsusr.com/ugd'6aa048 104220e9d336482db3280f1842d16789.pdf

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 is attached as Annexure 7. In terms of proviso
to Section 136 of the Act, the Report and Accounts are being sent to
the Members and others entitled thereto, excluding the information
on employees' particulars as required pursuant to provisions of Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The said information is available
for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company
up to the date of the ensuing AGM. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard. This information is also available on the
website of the Company (URL:
www.neclife.com).

Deposits from Public

The Company has not accepted any deposits from public within the
meaning of Sections 73 and 74 of the Act and extant Rules framed
thereunder during the financial year 2025-26 and, as such, no amount
on account of principal or interest on deposits from public was
outstanding as on the date of this report.

Significant and Material Orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and
Company's operations in future

Considering the slump sale of Business, there were no significant
and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company's operations in
future. However, some material orders passed are disclosed in the
disclosures part of Corporate Governance Report of the Company.

The details of difference between amount of the valuation done
at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with
the reasons thereof.

The Company has not made any one-time settlement for loans taken
from the Banks or Financial Institutions during the financial year under
review. Therefore, it is not applicable.

Disclosure requirements

• Details of the familiarization programme of the independent
directors are available on the website of the Company (URL:
https://www.neclife.com/about-3-11).

• Policy for determining material subsidiaries of the Company is
available on the website of the Company

(https://www.neclife.com/ files/ugd/6aa048 4d7e3d59872e4416a7a93371bc898f7c.pdf).

• Policy on dealing with related party transactions is available on
the website of the Company (URL:

hte!2feb6cEc025at48bl-gEb6i9964atti359B7.liesusrjomuccl6&a048 358a4063ee984Qb9b4f0a759235a9d2dpdf.

• The Whistle Blower Policy to provide Vigil Mechanism for employees
including directors is available on the website of the Company (URL:
https://www.neclife.com/ files/ugd/6aa048 cafe48f72d7144a5928e793ccdbe532d.pdf).

Committee and Policy against Sexual Harassment of women at
Workplace

The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”).

The Company has made the Policy for Prevention of Sexual
Harassment (“POSH Policy”) under POSH Act for all individuals
working for the Company at all levels and grades, including senior
executives, officers, employees (whether permanent, fixed term or
temporary), consultants, contractors, trainees, staff, casual workers,
interns. As per policy any aggrieved woman employee who feels
and is being sexually harassed directly or indirectly may make a
complaint of the alleged incident to any member of the Committee
constituted for this purpose.

Disclosures in relation to the POSH Act:

a. number of complaints pending as on April 01,2025- NIL

b. number of complaints filed during the FY 2025-26- NIL

c. number of complaints disposed of during the FY 2025-26- N.A.

d. number of complaints pending as on March 31, 2026- N.A.

e. number of cases pending for more than ninety days- N.A.

Compliance of the Maternity Benefit Act 1961/ Code on Social
Security, 2020

The Company is fully compliance with the provisions relating to the
Maternity Benefit Act 1961/ the Code on Social Security, 2020.

Insolvency and Bankruptcy Code, 2016

There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during FY 26.

Energy, technology and foreign exchange

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure 8 to this Report.

Acknowledgement

Your directors would like to express their sincere and grateful
appreciation for the assistance and cooperation received from
bankers and government authorities and also thank the shareholders
for the confidence reposed by them in the Company and looking
forward to their valuable support in the future plans of the Company.

Your directors also thank its agents, the medical professionals and
its customers for their continued patronage to the Company’s
products.

For and on behalf of the Board of Directors
of
Nectar Lifesciences Limited

(Sanjiv Goyal)

Place: Sao Paulo, Brazil Chairman & Managing Director

Date: August 14, 2026 DIN: 00002841


 
KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Stocks A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Others
MUTUAL FUND A B C D E F G H I J K L M N O P Q R S T U V W X Y Z OTHERS
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | MCX | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting | SMART ODR | ODR CIRCULAR
 
Charts are powered by TradingView.
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by