Alpa Laboratories Ltd Directors Report

To,

The Members of the Company

The Directors have the pleasure of presenting the 38th Annual Report of your Company together with the Audited Financial Statements for the year ended as on 31st March, 2026.

PERFORMANCE OF THE COMPANY

Financial Summary (? in Lacs)

Financial Results	Financial Year ended
	Standalone		Consolidated
	31/03/2026	31/03/2025	31/03/2026	31/03/2025
Sales and Other Income	12153.02	13575.71	12156.64	13579.96
Profit before finance cost & depreciation	1902.45 29 22	2830.99 26 63	1904.70 25 80	2810.11 23 18
Less: Finance Cost	1 ft	770 ?d 220.24	1 ft 209.18	770 7A 220.24
Depreciation and Amortization
Profit Before Tax	1664.05	2584.12	1669.72	2566.69
Less: Exceptional Item	-	-	-	-
Less: Provision for Taxation
Current Tax	(300.00)	(406.43)	(300.00)	(406.63)
Deferred Tax	115.67	(209.75)	115.67	(209.75)
Tax Related to Earlier Years	15.59	-	15.59	-
Less: Other Comprehensive Income/Expenses	(88.40)	14.96	(88.39)	14.96
Net Profit	1406.91	1982.90	1412.59	1965.27

The Standalone and Consolidated Financial Statements are prepared in accordance with the Accounting Standards as prescribed by Institute of Chartered Accountants of India.

The Audited Consolidated Financial Statements are provided in this Annual Report.

STATE OF COMPANYS AFFAIRS

Alpa Laboratories Limited is engaged in the manufacture of pharmaceutical formulations, including generic, ethical and OTC products for human and veterinary use. The Companys manufacturing facilities are WHO-GMP and ISO certified.

During the year under review, the Companys Sales and Other Income stood at ^12,153.02 Lacs (Standalone) and ?12,156.64 Lacs (Consolidated), as compared to ?13,575.71 Lacs and ?13,579.96 Lacs respectively in the previous year.

The Company earned a Net Profit of ?1,406.91 Lacs on a Standalone basis and ?1,412.59 Lacs on a Consolidated basis during the year, as against ?1,982.90 Lacs and ?1,965.27 Lacs respectively in the previous year.

The decrease in income and profit during the year was mainly due to lower sales. The Company continued to keep its borrowings low and remained financially stable, with no major change in its business operations or share capital during the year.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The details of operating performance of the Company for the year under review, the state of affairs and the key changes in the operating environment have been analyzed in the Management Discussion and Analysis section, which forms part of this Annual Report.

DIVIDEND

With a view to conserving resources for the Companys future growth, the Board of Directors has decided not to recommend any dividend for the financial year under review. Your Directors are of the view that ploughing back the profits into the business will better serve the interests of the Company and its stakeholders at this stage.

The funds retained shall be deployed towards strengthening the Companys operations, supporting research and development initiatives, exploring new market opportunities, and pursuing potential inorganic growth avenues, including acquisitions, as and when suitable opportunities arise.

The Board believes that such reinvestment will help build a stronger and more sustainable business over the long run, enabling the Company to remain competitive and create greater value for all stakeholders in the years ahead. This decision has been arrived at after due deliberation, keeping in mind the long-term interests of the shareholders.

Members may note that the Companys Dividend Distribution Policy is available on its website at www.alpalabs.in.

SHARE CAPITAL

As on 31st March, 2026, the paid-up equity share capital of the Company stood at ?2,104.06 Lacs. There was no change in the Companys share capital during the year under review as compared to the immediately preceding financial year, nor did the Company undertake any fresh issuance of capital during the year.

HUMAN RESOURCES

People remain central to Alpa Laboratories growth story. The Company continues to build a workplace that is professional, inclusive, and fair, with HR policies designed to support both business goals and employee well-being, in line with applicable laws and regulations.

Talent retention continued to be a priority during the year, supported by competitive compensation benchmarked against peer pharmaceutical companies, medical insurance, performance incentives, and recognition through long-term service awards. A safe and transparent workplace is maintained through well-defined policies, participative management practices, and the Companys Whistle-Blower and POSH (Prevention of Sexual Harassment) frameworks. Employee morale and engagement were further supported through activities such as sports events, family day celebrations, and open feedback channels.

The year saw continued investment in capability building and leadership strengthening, with a focus on developing a stronger talent pipeline for the future. New hires at both experienced and entry levels were onboarded and integrated into the organizations culture, while structured training programs — including on-the-job learning and mentoring by senior leadership — helped employees sharpen their technical, managerial, and behavioural skills.

As an equal opportunity employer, the Company ensures that all employment-related decisions, from hiring to compensation and career progression, are based on merit and business requirements, free from discrimination of any kind.

The Companys culture continues to be anchored in accountability, teamwork, and a performance-oriented mindset, which the Board views as essential to sustaining long-term value creation. Industrial relations with

the workforce remained cordial through the year, reflecting the continued trust and engagement between the Company and its employees.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES*

There has been no material change in the nature of business of the Companys subsidiary, Norfolk Mercantile Private Limited, during the year under review. The Company does not have any subsidiary which is considered material within the meaning of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The scheme of merger of the Companys wholly owned subsidiary, Norfolk Mercantile Private Limited, with Alpa Laboratories Limited continues to remain pending before the Honble National Company Law Tribunal, Mumbai Bench, as on the date of this Report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company, prepared in accordance with the applicable Accounting Standards, are attached to and form part of this Annual Report. The salient features of the financial statements of the subsidiary, in the prescribed Form AOC-1, are annexed to the Consolidated Financial Statements.

*Note: The Company continues to be a partner in Seabright Landmark Projects LLP, holding an 18% share in profits.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirm the following:

> in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed along with proper explanation relating to material departures, if any;

> the Directors had selected such accounting policies and applied them consistently and made judgement 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, 2026 and the profit and loss of the Company for the year ended on that date;

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

> the annual accounts have been prepared on a going concern basis;

> proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

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

INSURANCE

The Company remains committed to safeguarding its assets through adequate insurance coverage, which is reviewed periodically by the management to ensure it remains commensurate with the Companys operations and risk exposure.

The Companys manufacturing facilities, properties, plant, equipment and stocks continue to be adequately insured against all major risks, including loss on account of business interruption arising from property damage. The Company also maintains appropriate liability insurance covers, particularly for product liability, clinical trials, and cyber liability. In addition, the Company has in place a Directors and Officers

Liability Insurance Policy to provide coverage against liabilities that may arise on the Directors and Officers of the Company in the course of discharging their duties.

BOARD OF DIRECTORS

a) Composition of the Board

As on 31st March, 2026, the Board of Directors of the Company comprised ten Directors, led by the Executive Chairman-cum-Director, and included one Managing Director, three Executive Directors, and five Independent Directors, of whom two were Woman Directors. The composition of the Board is in conformity with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and reflects an appropriate balance of executive and independent leadership, skills, experience, and diversity necessary for effective governance and oversight of the Companys business.

Each Independent Director has furnished a declaration confirming that he/she meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the Listing Regulations. Based on the declarations received and its own assessment, the Board is of the view that the Independent Directors possess the requisite integrity, expertise, and experience — including proficiency — to discharge their responsibilities effectively.

b) Directors Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahendra Singh Chawla, Director (DIN: 00362058), retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board, on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment for the approval of the Members.

c) Policy on Directors Appointment, Remuneration and Board Evaluation

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a director.

The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

> the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

> the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

> the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of appointment as an independent director; and

> the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companys business.

d) Familiarisation Programme for Independent Directors

The Company follows a structured induction and familiarisation process for its Independent Directors. On appointment, each Independent Director is provided with a formal letter of appointment, supported by relevant policies, reports, and background material to enable an understanding of the Companys business, governance framework, and internal processes. The Company periodically organizes management presentations covering business strategy, operational performance, and developments in the regulatory and industry landscape, and facilitates visits to the Companys manufacturing facilities and CSR project sites to give Directors first-hand exposure to its operations. These engagements are supplemented by both formal and informal interactions with the senior leadership team.

The Companys Familiarisation Programme, conducted in compliance with the Listing Regulations, continued through the year under review, and further details are available on the Companys website.

e) Board and Committee Meetings

Particulars relating to the composition, number, and dates of meetings of the Board and its Committees, along with the attendance record of Directors, are disclosed in the Report on Corporate Governance annexed to and forming part of this Report.

f) Code of Conduct

The Company has in place a Code of Conduct applicable to the Board of Directors, available on the Companys website. All Directors have confirmed their compliance with the Code for the financial year under review.

g) Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the following persons served as Key Managerial Personnel of the Company during the year under review:

Name	Designation
Mr. Mahendra Singh Chawla	Chairman & Whole-Time Director
Mr. Paresh Chawla	Managing Director
Mr. Pravin Shah	Whole-Time Director
Mr. Shitul Shah	Whole-Time Director
Mr. Vitthal Kothana	Whole-Time Director
Mr. Bakulesh Shah	Chief Financial Officer

During the year, Ms. Srashti Chopra resigned from the position of Company Secretary and Compliance Officer with effect from 25th March, 2026. Ms. Yashoda Patidar was subsequently appointed to the said position with effect from 11th April, 2026, and thereafter resigned with effect from 26th July, 2026. The Company is in the process of identifying a suitable candidate for appointment as Company Secretary and Compliance Officer, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and continues to lay strong emphasis on transparency, accountability, and fairness in all facets of its operations, believing sound governance practices to be integral to sustained value creation for all stakeholders.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has complied with the requirements of Corporate Governance in all material respects during the financial year under review. A separate Report on Corporate Governance, forming an integral part of this Annual Report, is annexed hereto

as Annexure-1 , together with a Certificate of Compliance issued by the Secretarial Auditor/a Practising Company Secretary, as stipulated under Part E of Schedule V of the Listing Regulations.

The Report on Corporate Governance also sets out the relevant disclosures required to be made under the applicable provisions of the Companies Act, 2013, and forms part of this Annual Report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest thereon was outstanding as on the date of the Balance Sheet.

AUDIT COMMITTEE

The composition, terms of reference, and other particulars of the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report. The Board has, during the year, accepted all recommendations made by the Audit Committee, wherever applicable.

AUDITORS

a) Statutory Auditors

Pursuant to Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. C.H. Padliya & Co., Chartered Accountants (Firm Registration No. 003151C), were appointed as the Statutory Auditors of the Company at the 34th Annual General Meeting held on 29th September, 2022, for a term of five consecutive years.

The Statutory Auditors Report for the financial year under review forms part of this Annual Report. The notes to the financial statements referred to therein are self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer, and no instance of fraud has been reported by the Statutory Auditors to the Audit Committee under Section 143(12) of the Companies Act, 2013 during the year under review.

b) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and is liable for cost audit. The Board, on the recommendation of the Audit Committee, has appointed M/s. Sudeep Saxena & Associates, Cost Accountants (Registration No. 100980), as Cost Auditors of the Company for the financial year 2025-26, subject to ratification of their remuneration by the Members at the ensuing Annual General Meeting.

c) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Members of the Company, at the Annual General Meeting held on 29th Day of September 2025, had approved the appointment of M/s. Shilpesh Dalal & Co., Company Secretaries, as Secretarial Auditor of the Company for a term of five consecutive years, i.e. from FY 2025-26 to FY 2029-30.

Accordingly, M/s. Shilpesh Dalal & Co. continued to act as the Secretarial Auditor of the Company for the financial year under review. The Secretarial Audit Report for the year under review, in the prescribed Form MR-3 , is annexed as Annexure-6 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. In terms of Regulation 24A of the Listing Regulations, the Company has also obtained the Annual Secretarial Compliance Report from a Practising Company Secretary and filed the same with the stock exchanges where the Companys shares are listed.

d) Internal Auditors

M/s. S.S. Gandhi, Chartered Accountants, continue to act as Internal Auditors of the Company. To preserve their independence and objectivity, the Internal Auditors report directly to the Chairman of the Audit Committee. The scope and authority of the Internal Audit function is defined by the Audit Committee, which reviews internal audit findings on a quarterly basis. Based on such reviews, corrective actions were undertaken during the year to further strengthen the Companys internal control systems, covering compliance with applicable laws, accounting procedures, and internal policies.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. Based on the Committees recommendation, the Board has adopted a CSR Policy, available on the Companys website at www.alpalabs.in, with the objective of creating a sustained and meaningful impact on the communities in which the Company operates.

During the year under review, the Company remained committed to its role as a responsible corporate citizen, supporting initiatives in the areas of education, care for the elderly, and other social welfare activities undertaken through charitable organizations. An abstract of the Companys CSR activities, in the prescribed format, is annexed as Annexure-2 to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS AND RELATED PARTY TRANSACTIONS

The Company has, in accordance with the Companies Act, 2013 and the Listing Regulations, formulated a Policy on Related Party Transactions, which is available on the Companys website at www.alpalabs.in. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, the materiality threshold for related party transactions has been revised to a turnover-linked, graded framework in place of the earlier fixed threshold; the Companys Policy on Related Party Transactions has been reviewed accordingly to remain aligned with the amended Regulations.

All related party transactions entered into during the year under review were on an arms length basis and in the ordinary course of business. There were no materially significant related party transactions during the year that may have had a potential conflict with the interests of the Company at large. Particulars of contracts/arrangements with related parties, in the prescribed Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed as Annexure-3 to this Report.

SAFETY, ENVIRONMENT AND HEALTH

The Company regards safety, environment, and occupational health as a core management responsibility. Regular training programmes on safety, health, and environmental practices continue to be conducted for employees across the Companys manufacturing facilities.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company is committed to providing a safe and healthy working environment, free from any form of discrimination or harassment. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Prevention of Sexual Harassment (POSH) Policy, which is periodically communicated to women employees.

An Internal Complaints Committee (ICC) has been constituted at the Companys locations in India, comprising representation of both men and women, chaired by a senior woman employee, and including an external member. During the year under review, no complaints were received under the POSH Policy.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Board has established a Vigil Mechanism/Whistle-Blower Policy, which is reviewed and amended from time to time. The mechanism provides adequate safeguards against victimisation of persons using it and provides direct access to the Chairman of the Audit Committee in exceptional circumstances. The Companys Code of Business Conduct further reinforces its ethical practices and value system. Both the Whistle-Blower Policy and Code of Business Conduct are available on the Companys website at www.alpalabs.in

The Company confirms that no personnel were denied access to the Chairman of the Audit Committee and that no complaints were received under the Vigil Mechanism during the year under review.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has in place a Code of Conduct for Prevention of Insider Trading, applicable to its employees, including specified persons/designated employees, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is available on the Companys website at www.alpalabs.in.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There were no significant or material orders passed by any Regulator, Court, or Tribunal during the year under review that would impact the going concern status of the Company or its future operations, except as disclosed elsewhere in this Report.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed below, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has accorded its approval in principle for exploring the proposed promotion and incorporation of an overseas company in the Federal Republic of Nigeria, under the proposed name Alpa Biopharm Limited (or such other name as may be approved by the competent authority), in association with Blueseal Pharmaceuticals Limited, Nigeria, subject to applicable statutory, regulatory and other necessary approvals, wherever required. The proposed entity, if incorporated, is intended to undertake pharmaceutical and healthcare-related business activities.

The proposed shareholding, capital contribution, investment, governance structure and other related terms shall be considered and finalized separately, in accordance with applicable laws and subject to necessary approvals. As on the date of this Report, the proposed company has not been incorporated, and no investment has been made by the Company in this regard. The Board will keep the Members informed of further developments as and when they occur.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Companys Remuneration Policy governs the remuneration payable to the Chairman, Managing Director, Whole-Time Directors, Independent Directors, other Non-Executive Directors, and employees in the senior and middle management cadre. The Policy has been formulated with the objective of:

> aligning employee remuneration with the Companys business strategy, values, and long-term interests;

> ensuring objectivity, fairness, and transparency in the determination of remuneration; and

> ensuring that the level and composition of remuneration remain reasonable and sufficient to attract, retain, and motivate a high-performing workforce, in compliance with applicable laws.

The Policy also sets out the framework for annual performance evaluation and the factors considered in remuneration revisions, and is available on the Companys website at www.alpalabs.in. Details of remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-4 to this Report.

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

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, are annexed as Annexure-5 to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st March, 2026 is available on the Companys website at https://alpalabs.in/information/.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the continued trust and confidence reposed by the medical fraternity and look forward to their sustained patronage. The Directors also express their gratitude for the valuable support, cooperation, and guidance extended by Government authorities and agencies, bankers, customers, dealers, and suppliers, as well as for the assistance received from the Statutory Auditors, Secretarial Auditor, Legal Advisors, and Shareholders of the Company. The Directors further acknowledge and thank all employees of the Company for their dedication, hard work, and continued support throughout the year.

On behalf of the Board of Directors of Alpa Laboratories Limited
Pigdamber, Rau.	Paresh Chawla	MS Chawla
13th August, 2026	Managing Director	Director
	DIN-00520411	DIN-00362058