Accretion Pharmaceuticals Ltd Directors Report

To,

The Members,

The Directors have the pleasure of presenting the Second (2^nd) Annual Report of your Company together with the Audited Financial Statement for the year ended 31^st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended on 31^st March, 2025 is summarized below:

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from operation	5737.62	1335.25
Add: Other Income	9.44	5.47
Total Income	5747.06	1340.72
Less: Total Expenditure	4770.68	1141.22
Profit/(Loss) before Tax	976.38	199.50
Less: Tax Expenses	297.03	50.22
Profit/(Loss) for the year from continuing operations	679.35	149.28
Earning per equity share (Face value 10/-) (Basic and Diluted in )	8.48	1.96

The Company reports rise in the revenue from operations of 5737.62 lacs as compared to the previous year of 1335.25 lacs. After providing for interest, depreciation and taxes, the net profit for the year stood at 679.35 as compared to 149.28 in the previous year. EPS for the year was 8.48 per share as compared to 1.96 per share in the previous year. Detailed working on operation of the Company is provided in the management discussion and analysis report as forms part of this.

MATERIAL EVENT – LISTING ON STOCK EXCHANGES

The Company has marked a pivotal moment in the corporate history of Accretion Group by successfully completed Initial Public Offer (IPO) with oversubscriptions exceeding 7.67 times across all investor categories. In order to receive the benefits of listing of the Equity Shares on the Stock Exchange, enhancement of the Companys Brand name and creation of a public market for the equity shares in India, the shares of the Company were listed on the stock exchange through a Fresh issue of 29,46,000 Equity Shares of face value of 10/- each aggregating upto 2,975.46 Lakhs. The equity shares of the Company were listed on the SME exchanges_of National Stock Exchange of India Ltd on 21^st May, 2025.

THE STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of manufacturing and marketing pharmaceutical product - Tablets, Capsules, Oral Liquid, External Preparations (Ointment, Cream, Gel, Lotion,

Medicated Shampoo, Mouthwash, Dusting Powder), and Oral Powder (Sachet, Dry Syrup) etc., with vision to provide health care products that match international quality standards at competitive price. The Company is an emerging Indian CDMO player with a growing domestic presence and expanding global footprint.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report providing the detailed overview of the Companys performance, industry trends, business and risks involved has been provided separately and forms part of this report.

DIVIDEND

The Company has consistently pursued a path of expansion to drive long term growth. In line with the need to conserve the Companys resources, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2025.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves for the year under review.

RIGHT ISSUE

During the year, your Company has come out with Right Issue vide letter of Offer dated 28^th June, 2024 of 3,00,000 equity shares of face value 10/- each at premium of 90/- each at an issue price of 100/- per share aggregating to 3,00,00,000/- on a rights issue basis to the existing equity shareholders of the Company in the ratio of 3 equity shares for every 40 equity shares held by the existing equity shareholders of the company as on the record date i.e. 28^th June, 2024. The Rights Issue opened on 2^nd July, 2024 and closed on 09^th July, 2024. The purpose/object to raise capital is for working Capital requirements as mentioned in Offer Letter. And, the Board of Directors of the Company has approved the allotment of 3,00,000 (Three Lakhs) Equity Shares of face value 10/- each at premium of 90/- per share at an issue price of 100/- (Rupees Hundred Only) per share on 09^th July, 2024.

BONUS ISSUE

During the year, the Company has issued 38,70,000 Bonus Equity Shares of 10/- each on 18^th July 2024, by capitalizing the Securities Premium Account. The bonus shares were issued in the ratio of 9 (nine) equity shares for every 10 (ten) equity shares held as on the record date. These shares rank pari passu in all respects with the existing equity shares of the Company. The Board of Directors approved the allotment of these 38,70,000 Bonus Equity Shares at its meeting held on 14^th July 2024.

SHARE CAPITAL

Authorised Share Capital:

As on 1^st April, 2024, the Authorised Share Capital of the Company is 4,00,00,000/- consisting 40,00,000 equity shares of 10/- each.

The Authorised Share Capital of the Company was increased from 4,00,00,000/- to 10,00,00,000/- vide Ordinary Resolution passed at Extra Ordinary General Meeting of the Members of the Company held on 29^th June, 2024.

The Authorised Share Capital of the Company was increased from 10,00,00,000/- to 13,00,00,000/- vide Ordinary Resolution passed at Extra Ordinary General Meeting of the Members of the Company held on 17^th July, 2024.

As on 31^st March, 2025, the Authorised Share Capital of the Company is 13,00,00,000/- consisting 1,30,00,000 equity shares of 10/- each.

Paid up Share Capital:

As on 1^st April, 2024, the Paid-Up Capital of the Company is 4,00,00,000/- consisting 40,00,000 equity shares of 10/- each fully paid-up.

The Paid-Up Capital of the Company was increased from 4,00,00,000/- to 4,30,00,000/- due to allotment of 3,00,000 equity shares of 10/- each pursuant to Right issue dated 09^th July, 2024.

The Paid-Up Capital of the Company was increased from

4,30,00,000/- to 8,17,00,000/- due to allotment of 38,70,000 equity shares of 10/- each pursuant to Bonus issue dated 14^th July, 2024.

The Paid-Up Capital of the Company was increased from

8,17,00,000/- to 11,11,60,000/- due to allotment of 29,46,000 equity shares of 10/- each to public pursuant fresh issue IPO dated 19^th May, 2025.

As on 31^st March, 2025, the Paid-Up Capital of the Company is 11,11,60,000/- consisting 1,11,16,000 equity shares of 10/- each fully paid-up.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company does not have any Subsidiaries, Joint Venture and Associate Companies. Therefore, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the statement containing salient features of the financial statements of subsidiaries or associate companies or Joint ventures in Form AOC-1 is not required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not given any loan, not granted advances, not provided guarantee and not made any investment under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year 2024-25 were in compliance to the provisions of law and were entered with the approval of Audit Committee, Board and Shareholders, wherever applicable. All related party transactions executed during the financial year were on arms length basis, ordinary course of business and in accordance with the provisions of the Act and the rulesmade thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

During the year, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2024-25 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The disclosures as required are provided in IND-AS in relation to transactions with related parties which are forming the part of the notes to Financial Statements. The policy on Related Party Transaction is available on the website of the Company www.accretionpharma.com.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no change taken place which affect the financial position of the Company between the end of the financial year of the Company to which the Financial Statements relate and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE_EARNINGS AND OUTGO

A statement containing information on Conservation of energy, Technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has well constituted Board in accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company.

Appointment:

- The -Board of Directors has re-designated Mr. Vivek Ashokkumar Patel as Managing Director of the Company with effect from 9^th July, 2024 to 8^th July, 2029 for a period of five (5) years, with terms and conditions including remuneration, in its Board Meeting held on 9^th July, 2024 and with the approval of the members of the Company in Members meeting held on 13^th July, 2024.

- The -Board of Directors has re-designated Mr. Harshad Nanubhai Rathod as Director as well as Chief Financial Officer of the Company with effect from 9^th July, 2024, in its Board Meeting held on 9^th July, 2024.

- The Board of Directors has appointed CS Bhavika Dhaval -Makadia as Company Secretary and Compliance Officer of the Company with effect from 9^th July, 2024, in its Board Meeting held on 9^th July, 2024.

- The -Board of Directors has appointed Ms. Grishma A Shewale, Mr. Shyam Bhadresh Kapadia and Mr. Vijay Bharatbhai Anadkat as Independent Director of the Company with effect from 9^th July, 2024 to for a first term of five (5) consecutive years, in its Board Meeting held on 9^th July, 2024 and with the approval of the Members of the Company in Members meeting held on 13^th July, 2024.

- Mr. Chand Rameshbhai Kanabar: The Board of Directors on -recommendation of the Nomination and Remuneration Committee appointed Mr. Chand Rameshbhai Kanabar as an Additional Director designated as Non – Executive Independent Director with effect from 19^th April, 2025 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, he holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Chand Rameshbhai Kanabar as an Independent Director, for a first term of five (5) consecutive years commencing from 19^th April, 2025 to 18^th April, 2030 for the approval of the Members of the Company.

- Ms. Nishtha Harivanshi Pamnani: The Board of Directors on -recommendation of the Nomination and Remuneration Committee appointed Ms. Nishtha Harivanshi Pamnani as an Additional Director designated as Non – Executive Independent Director with effect from 10^th June, 2025 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, she holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Ms. Nishtha Harivanshi Pamnani as an Independent Director, for a first term of five (5) consecutive years commencing from 10^th June, 2025 to 9^th June, 2030 for the approval of the Members of the Company.

Cessation:

- Mr. Shyam Bhadresh Kapadia has resigned from the post -of Non-Executive Independent Director of the Company with effect from 19^th April, 2025.

- Mr. Vijay Bharatbhai Anadkat has resigned from the post -of Non-Executive Independent Director of the Company with effect from 26^th May, 2025.

Retiring by rotation:

Mr. Mayur Popatlal Sojitra, Director, will retires by rotation and being eligible, offers himself for re-appointment as per the provisions of the Companies Act, 2013. A resolution seeking Members approval for his reappointment forms part of the 2^nd AGM Notice.

Apart from this, none of the Directors and Key Managerial Personnel have been appointed, ceased or resigned during the period under review.

BOARD OF DIRECTORS

The Company has a balanced Board of Directors, comprising an optimal mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, as mandated by applicable law. This composition plays a vital role in Board processes, providing independent judgment on matters of strategy and performance. The Board consists of eminent individuals from diverse fields, each bringing valuable experience and expertise to the Company.

The composition of the Board, attendance at the Board Meetings during the year ended on 31^st March, 2025 are given below:

Name of Director	Category	Attendance of Meetings during 2024-25
		Board Meeting held during his/her tenure	Board Meeting held during his/ her tenure
Harshad Nanubhai Rathod	Chairman and Director and Chief	16	16
	Financial
	Officer
Vivek Ashokkumar Patel	Managing Director	16	16
Hardik Mukundbhai Prajapati	Executive Director	16	16
Mayur Popatlal Sojitra	Executive Director	10	09
Grishma A Shewale*	Independent Director	10	09
Shyam Bhadresh Kapadia#	Independent Director	10	09
Vijay Bharatbhai Anadkat@	Independent Director	10	09

*Ms. Grishma A Shewale has appointed as Independent Director w.e.f. 09^th July, 2024 # Mr. Shyam Bhadresh Kapadia has appointed as Independent Director w.e.f. 09^th July, 2024 and resigned w.e.f. 19^th April, 2025 @ Mr. Vijay Bharatbhai Anadkat has appointed as Independent Director w.e.f. 09^th July, 2024 and resigned w.e.f. 26^th May, 2025.

Number of meetings of the Board of Directors:

During the year under review, 16 (Sixteen) Board Meetings were held on 16^th April, 2024, 24^th May, 2024, 28^th June, 2024, 29^th June, 2024, 30^th June, 2024, 9^th July, 2024, 10^th July, 2024, 14^th July, 2024, 17^th July, 2024, 25^th July, 2024, 20^th August, 2024,

27^th August, 2024, 17^th September, 2024, 28^th November, 2024, 12^th December, 2024 and 11^th January, 2025. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

Further, Separate meeting of Independent Directors was held on 11^th January, 2025, without the presence of Non- Independent Directors, inter-alia, to review performance of Chairperson and Non-Independent Directors of the Company, to review performance of the entire Board of Directors of the Company, to assess the quality, quantity and timeliness of flow of information and to ensure adequate deliberations on related party transaction.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.accretionpharma.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the pro_ciency.

COMMITTEE

A. Audit Committee:

The Audit Committee serves as a vital link between the Management, Statutory Auditors, Internal Auditors, and the Board of Directors, overseeing the financial reporting process of the Company. Its primary role is to monitor the integrity of financial reporting, review the Companys internal financial control systems and governance practices, and evaluate the effectiveness of statutory and internal audit functions.

The Audit Committee has been constituted by the Board of the Directors at its meeting held on 17^th July, 2024 in compliance with the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing

Regulations) read with Part C of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee. The Chairman of the Committee is an Independent Director having knowledge in Finance.

During the year under review, the Audit Committee held Five (5) meetings on 25^th July, 2024, 20^th August, 2024, 27^th August, 2024, 28^th November, 2024 and 11^th January, 2025. Time elapsed between two meetings never exceeded 120 days.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31^st March, 2025 are as under:

Name of Committee Members	Designation	Category	No of Meetings Attended during the year 2024-25
Mr. Shyam Bhadresh Kapadia	Chairperson	Independent Director	5
Mr. Vijay Bharatbhai Anadkat	Member	Independent Director	5
Mr. Harshad Nanubhai Rathod	Member	Director and CFO	5
Ms. Grishma A Shewale	Member	Independent Director	5

During the year, the Board has accepted all the recommendations made by the Audit Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board of the Directors at its meeting held on 17^th July, 2024 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Nomination & Remuneration Committee held One (1) meeting on 11^th January, 2025.

The composition of the Nomination & Remuneration Committee and the details of the meetings attended by its members during the financial year ended 31^st March, 2025 are as under:

Name of Committee Members	Designation	Category	No of Meetings Attended during the year 2024-25
Mr. Shyam Bhadresh Kapadia	Chairperson	Independent Director	1
Mr. Vijay Bharatbhai Anadkat	member	Independent Director	1
Mr. Harshad Nanubhai Rathod	member	Director and CFO	1
Ms. Grishma A Shewale	Member	Independent Director	1

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC) has been constituted by the Board of the Directors at its meeting held on 17^th July, 2024 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Stakeholders Relationship Committee held One (1) meeting on 11^th January, 2025.

The composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members during the financial year ended 31^st March, 2025 are as under:

Name of Committee Members	Designation	Category	No of Meetings Attended during the year 2024-25
Mr. Shyam Bhadresh Kapadia	Chairperson	Independent Director	1
Mr. Vijay Bharatbhai Anadkat	member	Independent Director	1
Mr. Harshad Nanubhai Rathod	member	Director and CFO	1
Ms. Grishma A Shewale	Member	Independent Director	1

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Directors at its meeting held on 17^th July, 2024 in compliance with the requirements of Section 135 of the Companies Act, 2013 and rules made there under. The CSR Policy is available on the website of the Company www.accretionpharma.com. The powers, role and terms of reference of the Corporate Social Responsibility Committee covers the areas as mentioned under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

During the year under review, no meeting of the Corporate Social Responsibility (CSR) Committee was held.

The composition of the Corporate Social Responsibility Committee as on 31^st march, 2025 is as under:

Name of Committee Members	Designation	Category
Mr. Vivek Ashok Kumar Patel	Chairperson	Managing Director
Mr. Harshad Nanubhai Rathod	Member	Director and CFO
Mr. Hardik Mukundbhai Prajapati	Member	Director
Mr. Vijay Bharatbhai Anadkat	Member	Independent Director

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure B which forms part of this Annual Report. Nomination and Remuneration policy can be assessed at www. accretionpharma.com.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Independent Directors and other Non-executive Directors) and other employees (under senior management cadre and management cadre).

PARTICULARS OF EMPLOYEES

The information pertaining to employee drawing remuneration as per Section 197(12) of the Companies Act, 2013 read with per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to compliance@accretionpharma.com.

HUMAN RESOURCES

The Company firmly believes that its employees are its greatest assets and integral to its growth and success. Accordingly, it continues to invest in enhancing various aspects of the employee experience, while also fostering a strong, organic employer brand to position itself as an employer of choice.

The Company takes great pride in the commitment, competence, and dedication consistently demonstrated by its employees across all areas of the business. It remains deeply focused on nurturing, developing, and retaining talent through robust learning initiatives and ongoing organisational development.

As on 31^st March 2025, the Company had a total workforce of 121 employees, compared to 104 employees as on 31^st March, 2024. Moving forward, the Company remains committed to nurturing the right talent to support and drive the achievement of its business objectives.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ‘Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns, unethical behaviour, fraud or violation of companys code of conduct, has been established.

Over the years, the Company has built a strong reputation for conducting business with honesty and integrity, maintaining a zero-tolerance approach toward unethical behavior or wrongdoing. The policy safeguards whistleblowers rights to report concerns or grievances and provides direct access to the chairman of the audit committee.

During the year under review, no instance has been reported under this policy. The said policy is available on the website of the Company www.accretionpharma.com.

STATUTORY AUDITORS

M/s. NGST & Associates, (Firm Registration No: 135159W), Chartered Accountants were appointed as the Statutory Auditors of the Company for the period of five (5) years from the conclusion of the 1^st Annual General Meeting to hold office till the conclusion of the 6^th Annual General Meeting of the Company.

Further, M/s NGST & Associates, Chartered Accountants have tendered their resignation vide letter dated 16^th July, 2024 from position of the Statutory Auditor of the Company. The Board has filled casual vacancy for financial year 2024-25 caused due to resignation of M/s NGST & Associates, Chartered Accountants from position of Statutory Auditors of the Company by appointing M/s V S S B & Associates, Chartered Accountants (Firm Registration No: 121356W), as Statutory Auditors of the Company for financial year 2024-25.

The Auditors Report for financial year 2024-25 forms part of this Annual Report and do not contain any qualification, reservation or adverse remark or disclaimer.

In pursuance to the recommendation received from Audit Committee of the Company, the Board has also recommended re-appointment of M/s V S S B & Associates, Chartered Accountants (Firm Registration No: 121356W) for a second term of 5 (five) consecutive years to hold office from the conclusion of this 2^nd Annual General Meeting till the conclusion of the 7^th Annual General Meeting, subject to approval of Members of the Company at the ensuing Annual General Meeting of the Company.

M/s V S S B & Associates, Chartered Accountant have submitted their consent to act as the Statutory Auditors of the Company along with their eligibility letter confirming that they are eligible for appointment as a Statutory Auditors of the Company and have not been disqualified in any manner from continuing as Statutory Auditors and their appointment meets the requirement of Section 141 of the Companies Act, 2013. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

SECRETARIAL AUDITORS

The Board pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed Mr. Nimish Chunibhai Sakhiya, Proprietor, M/s. Sakhiya & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31^st March, 2025 which is annexed herewith as Annexure C, which forms part of this report. There were no qualifications, reservation, adverse remark or disclaimer in the report.

RISK MANAGEMENT

The Company has established a comprehensive risk management framework designed to identify potential risks across all aspects of its business and implement remedial measures to minimize any adverse impact. Recognizing that risk evaluation and mitigation are continuous processes, the Company remains fully committed to proactively identifying and addressing risks at every level of the organization.

The Risk Management Policy has been formulated and adopted by the Board of Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Management periodically reviews the risk management framework and policies to ensure their effectiveness. The Board has identified and assessed the key risks outlined in the policy and has implemented appropriate mitigation strategies. As of now, there are no risks which, in the opinion of the Board, may threaten the existence of the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company remains fully committed to upholding the highest standards of Environment, Health, and Safety across all its operations. We firmly believe that a safe and healthy workplace is fundamental to the long-term success and sustainability of our business.

The Company pledges to identify and manage environmental and social risks associated with its operations, comply with all applicable environmental laws and regulations, and set and pursue targets aimed at avoiding, reducing, or mitigating negative impacts. Additionally, the Company is committed to promoting sustainable development through the responsible use and conservation of natural resources.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a robust internal control system commensurate with the scale and complexity of its operations. The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating efficiently.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at www. accretionpharma.com.

SECRETARIAL STANDARDS

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Since, the Company was incorporated on 29^th November, 2023, it does not meet the criteria specified under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the financial year 2024–25.

Accordingly, the Company is not required to spend any amount towards CSR expenditure for the financial year 2024-25.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy.

Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2025 is available on the website of the Company i.e. www. accretionpharma.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.

CORPORATE GOVERNANCE

As the Company is listed on the NSE SME EMERGE platform, it is exempt from certain Corporate Governance regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nevertheless, the Company remains committed to practicing sound Corporate Governance by taking timely and appropriate actions to enhance and meet stakeholder expectations. It continues to comply with all mandatory provisions and actively strives to adhere to the non-mandatory guidelines of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal during the year that could affect the going concern status and Companys operation in future.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated:-

a. that in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements had been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care had been taken 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;

d. that the annual accounts for the year ended 31^st March, 2025 had been prepared on a going concern basis; e. The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/ events of this nature during the year under review:

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

b. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

c. Issue of employee stock options scheme.

d. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme.

e. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

g. The Company did not face any incidents or breaches or loss of data breach in cyber security.

ACKNOWLEDGEMENTS

The Directors wish to express their sincere appreciation to all business associates for their valuable support and contributions during the year. The Directors also extend their gratitude to the Companys employees, customers, suppliers, alliance partners, bankers, and all other stakeholders for their continued support and the confidence they have placed in the management.

	By Order of the Board of Directors
	For Accretion Pharmaceuticals Limited
	Harshad Nanubhai Rathod	Vivek Ashok Kumar Patel
Date: 1st September, 2025	Director and CFO	Managing Director
Place: Ahmedabad	DIN: 09108392	DIN: 09130357