To the Members,
ANG Lifesciences India Limited
Your Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.
Financial Summary and State of Affairs
(In Lakhs)
| Particular | 31st March, 2026 | 31st March, 2025 | 31st March, 2025 | 31st March, 2025 |
| Standalone | Standalone | Consolidates | Consolidates | |
| Income from Operation | 9,160.45 | 8,991.01 | 9,289.26 | 9,284.66 |
| Other Income | 72.66 | 244.40 | 54.40 | 201.96 |
| Total | 9,233.11 | 9,235.41 | 9,343.68 | 9.486,.62 |
| Operating Expense | (8,499.18) | (9,171.26) | (9,218.60) | (9,511.42) |
| Finance Cost | (644.84) | (730.37) | (793.42) | (869.56) |
| Depreciation and Amortization | (608.18) | (627.02) | ||
| (632.73) | (676.01) | |||
| Profit before exceptional items and tax | (519.09) | (1,293.74) | (1,301.07) | (1570.37) |
| Exceptional items | - | - | - | - |
| Profit before tax | (519.09) | (1,293.74) | (1,301.07) | (1570.37) |
| Tax expense | (46.45) | (259.45) | (192.59) | (329.04) |
| Profit/(Loss) for the year | (472.64) | (1,034.29) | (1,108.49) | (1,241.33) |
| Total comprehensive income/(loss) | (459.22) | (1,026.42) | (1,101.38) | (1,229.61) |
The Standalone and Consolidated Financial Statement have been prepared in accordance with the Indian Accounting Standards (Ind AS) and Sections 129, 133 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the Act) and Schedule III thereto read with the Rules framed thereunder,
Share Capital
During the year under review, there are no changes in companys share capital.
Reserve
For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements of this Annual Report.
State of the companys affairs
The Company is engaged in the business of manufacturing & trading in Pharmaceuticals & allied products and there was no change in the nature of the business of the company during the year under review,
Dividend
In order to conserve the resources, the Board of Directors does not recommend any dividend for the financial year 2025-26.
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 No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.
Listing of Shares
The equity shares of the Company are listed on Main Board of BSE Limited. The listing fees to BSE Limited for the financial year 2025-26 have been duly paid. Deposit The Company has neither accepted nor renewed any deposits falling within the ambit of section 73 of the Companies Act, 2013 and rules made there under during the year under review.
Annual Return
The Annual Return as on 31° March, 2026 has been placed on the website of the Company and canbe accessed at httos://anglifesciences.com/annual-relurn/
Loans, Guarantee or Investments made under section 186 of the Companies Act, 2013
Loans, Guarantee and investments covered under section 186 of the Companies Act, 2013 from the part of the notes to the financial statements which form an integral part of the annual report.
Subsidiaries, Associates and Joint Venture
During the year under review, the Company has only one Wholly Owned Subsidiary Company which was acquired under the provision of Insolvency and Bankruptcy Code, 2016, Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys wholly owned subsidiary in form AOC 1 as Annexure -1 is attached to the financial statement.
Vigil Mechanism
The Company has constituted a Vigil Mechanism & Whistle Blower policy in pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Vigil Mechanism & Whistle Blower policy is available on the Companys website at httos://andlifesciences.com/policy/
Prevention and Prohibition of Sexual Harassment
The Company has policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information, The Company has constituted an Internal Complaint Committee in compliance with the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rule there under. The Company has a policy on prevention and prohibition of sexual harassment at the work place. The Policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such compliant. During the year under review, the Company has not received any complaint.
Risk Management
The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks pursuant to Section 134(3)(n) of the Companies Act, 2013. As a part of Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly. The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism etc. and other risks which are considered necessary by the management. The Companys Risk Management Framework is reviewed periodically and is aligned with its business objectives, regulatory requirements and overall growth strategy. The Board is of the opinion that there are no risks which, in its assessment, may threaten the existence of the Company.
Internal Financial Control and its adequacy
The Company has comprehensive and adequate internal financial controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data/feedback on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The systems and controls are periodically reviewed and modified based on the requirement. The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process. In the Internal audits, all the units and business are covered which reports are reviewed by the management from time to time and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. There were no observations or remarks reported by the said auditors of the Company during the year under review.
Transaction with Related Parties
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. All Related Party transactions are mentioned in the noted to the financial statements. A statement giving details of such Related Party transactions are placed before the Audit Committee and the Board for review and approval. The policy on Related Party transactions, as approved by the Board of Directors, has been uploaded on the website of the Company, The particulars of contracts on arrangements with Related Parties referred to section 188(1) of the Companies Act, 2013 is prepared in form no. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure- 2 to this report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
Energy conservation continues to be an area of major emphasis in our Company. Effort are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure- 3 and is attached herewith.
Particulars of Employees
Disclosure under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure-4.
Corporate Social Responsibility
In compliance with the requirement of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR policy of the Company is available on the website of the Company and can be accessed through the web link httos://anglifesciences.com/wp- content/uploads/2022/09/ANG-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.pdf. For the Financial year 2025-26, CSR is not applicable on the company as per the provisions, due to which there was no requirement of attaching the Annexure.
Auditors & their Audit Reports
M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountants have been appointed as the Statutory Auditor of the company for a term of 5 years till the conclusion of 23% Annual General Meeting of the company. M/s Khurana Sharma & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the F.Y 2025-26, which forms part of the Annual Report.
In regards to the Auditors comment on Statutory dues (Undisputed and Disputed) mentioned in the Audit Report, the management apprised that the liability of Income Tax Act [as mentioned in (vii) (a) Undisputed Statutory dues in Independent Audit report for Standalone financial statement of FY 2025- 26) has been paid and but has not paid the EPF [as mentioned in (vii) (a) Undisputed Statutory dues] as on date. Further the Income Liability (Disputed) as mentioned in Independent Audit report for Standalone financial statement for FY 2025-26 under point no. (vii) (b) has been under the process of CIT Appeal at Income Tax Department. Moreover, they have represented the litigations which are undergoing against the company amounting to Rs. 99.81 lakhs but the management has apprised that they will be resolving these in the current financial year as already the proceedings have been started in this regard.
Pursuant to Section 148(3) of the Companies Act, 2013, M/s Shreya Sahu & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company for the financial year 2025- 26 by the Board of Directors. Further, the Board of Directors has appointed M/s Shreya Sahu & Associates, as the Cost Auditors of the Company for the financial year 2026-27 and has also fixed their remuneration. The Board has recommended the remuneration approved in its meeting, for ratification by the shareholders in the ensuing AGM of the Company. The Cost Audit Report for the financial year ended 31st March, 2026 shall be filed in due course.
In regards to the Secretarial Auditors comments on his report for year ended 31st March, 2026, the management apprised that at present, the company is maintaining all the UPSI entries or data in SDD Software. During the year, due to Unavoidable circumstances, company has not followed the proper timeline to file quarterly/half yearly/annually compliance under the applicable requlation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEB! (Depositories and Participants) Regulations, 2018. The Secretarial Audit Report issued in this regard is annexed as Annexure-5.
Corporate Governance
In compliance with regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate Govermance for the year under review, is presented in this report as Annexure-6,
Certificate on Corporate Governance
A Certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith in Annexure-C
Directors & Key Managerial Personnel
The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On the recommendation of the NRC, the Board recommends the appointment of Mr. Rohit Mittal, Managing Director, who retire by rotation and being eligible has offered himself for a re-appointment as Director of the Company, liable to retire by rotation. In the opinion of the Board, during the year 2025-26, all the directors, as well as the directors proposed to appointed/re-appointed, passes the requisite qualifications, experience and expertise, Mr. Harvinder
Singh and Mr. Sukhpal Singh, Non- Executive Independent Director are exempt from the proficiency test and Mrs. Chetna, Non-Executive Independent Director is qualified Independent Director having DIN: 08981045, registered in Independent Director Databank under Indian Institute of Corporate Affairs with the registration no. IDDB-PA -2020L2-0327 34. Mrs. Chetnas first term will be ending on 11! October, 2026 and she has given her consent for further appointment for second term of 5 years subject to the approval of shareholders in the ensuing AGM. Pursuant to section 149(1) and section 203 of the Companies Act, 2013 read with applicable rules, as on date, the Board of Directors and Key Managerial Personnels (KMPs) of the company are as follow:-
| Mr. Rajesh Gupta | Managing Director |
| Mrs. Saruchi Gupta | Whole time Director and appointed as CFO w.e-f. 13.05.2024 |
| Mr. Rohit Mittal | Non-Executive Non-Independent Director |
| Mrs. Chetna | Non-Executive Independent Director |
| Mr. Harvinder Singh | Non-Executive Independent Director |
| Mr. Sukhpal Singh | Non-Executive Independent Director |
| Ms. Harshita Aggarwal | Company Secretary |
Declaration from Independent Directors
The independent directors have given the declarations to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Meeting of the Board
The Board and Committee meetings are prescheduled, and a tentative calendar of the meeting are created, in consultation with the directors. However, in case of special and urgent business needs, approval is taken by passing the resolutions through circulation. During the year under review, Six board meetings were conveyed and held. The maximum time gap between consecutive board meetings did not exceed 120 days. A detailed disclosure on the Board, it committee, its composition and brief terms of references, no. of board and committee meeting held and attendance of the directors at each meeting is provided in the report of Corporate Governance, which farm part of this report as Annexure -6.
Meetings of Independent Directors
The Independent Directors met on 30 March 2026 inter alia, to: a
) review the performance of the Non-Independent Directors and the Board of Directors as a whole;
b) review the performance of the Managing Director of the Company, taking into account the views of Executive Directors and Non-Executive Directors:
c) assess the quality, content and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as stipulated under SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report as Annexure- 7,
Board Evaluation
Pursuant to the section 134(p) of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees as per the criteria laid down by Nomination & Remuneration Committee. Also, the independent directors met separately on 31* March, 2026 to evaluate the performance of non- independent directors, performance of the board as a whole.
Familiarisation programme for Board Members
The Company has in place a structured Familiarization Programme for its Independent Directors, which aims to familiarize them with the Company, its business, operations, industry, business model, organizational structure and the environment in which the Company operates. The Programme also provides the Independent Directors with periodic updates on the Companys strategy, business performance, financial position, key developments, risk management framework, internal control systems and such other matters as may be relevant for enabling them to effectively discharge their roles and responsibilities. The policy and details of familiarization program imparted to the Independent Directors of the Company is available at https.//anglifesciences.com/policy/.
Compliance of applicable Secretarial Standards
Your Directors state that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively. During the year under review, the Company has complied with the provisions of all the Secretarial Standards issued by the Institute af Company Secretaries of India and approved by the Central Government under section 118 of the Companies Act, 2013.
Prohibition of Insider Trading
The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Companys website at httos://anglifesciences.com/wp-content/uploads/2022/06/ANG-UNPUBLISHED-PRICE-SENSITIVE- INFORMATION. pdf
Significant and material orders passed by the regulators or courts or tribunals
There were no significant material orders passed by the Regulators or Court or Tribunals that would impact the going concern status of the Company and its operation in future. Transferof unpaid and unclaimed amounts to Investor Education and Protection Fund (IEPF) Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Consolidated Financial Statements
Consolidated Financial Statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of Companies Act, 2013.
Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014
Issue of Sweat Equity Shares
The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 6 of the Companies (Share Capital and Debentures) Rules, 2074.
Issue of Equity Shares with Differential Rights
The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014. Issue of Employee Stock Option The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.
Cash Flow Statement
In due compliance of the listing agreement and in accordance with the requirements prescribed by SEBI, the cash flow statement is prepared and is appended to this Annual Report.
Human Resources
The Company recognizes thatits employees are its most valuable asset and a key driver of its sustained growth and success. The Company is committed to fostering a professional, inclusive, safe and collaborative work environment that encourages employee engagement, continuous learning, innovation and overall development. The Company continues to maintain cordial and harmonious industrial relations across its operations. The Companys human resource policies and practices are designed to promote employee welfare, equal opportunity, performance-based development and a culture of integrity, accountability and teamwork.
Environment, Health and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all
Statement on compliance with Maternity Benefits
The Company complies with the applicable provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the maternity leave period, and post maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
Industrial Relations
The Company continued to maintain cordial and harmonious industrial relations throughout the year under review. The Company recognizes that its employees are a key contributor to its growth and success and remains committed to fostering a positive, safe, inclusive and collaborative work environment.
Directors Responsibility Statement
Pursuant to the Directors Responsibility Statement referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby confirmed that
a. In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for that period;
c. The directors have taken proper and sufficient care to the best of their knowledge and ability 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; and
d. The directors have prepared the annual accounts on a going concern basis;
e. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
The Directors express their gratitude to their shareholders, business associates, vendors, clients, government authorities and the bankers of the Company for the help and co-operation that the Company has received from them. The Directors also take this opportunity to express that the relations between the management and the staff were cordial during the period under review. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment
| By Order of the Board | ||
| For ANG Lifesciences India Limited | ||
| Sd/- | Sdi- | |
| Place: Amritsar | Rajesh Gupta | saruchi Gupta |
| Date: 07.09.2026 | Managing Director | Whole time Director & CFO |
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