Beta Drugs Ltd Directors Report

<dhhead-DIRECTORS REPORT </dhhead-

To

The Members of BETA DRUGS LIMITED

Your directors take pleasure in presenting the 21^st Annual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March, 2026. The Management Discussion and Analysis has also been incorporated in this report.

- FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

PARTICULARS	STANDALONE (Amount in Lacs)		CONSOLIDATED (Amount in Lacs)
	YEAR ENDED 31.03.2026	YEAR ENDED 31.03.2025	YEAR ENDED 31.03.2026	YEAR ENDED 31.03.2025
Revenue from Operations	22,542.95	22,019.96	38,482.57	36,235.57
Other Income	1,114.33	619.16	11,17.96	643.65
Total Revenue	23,657.28	22,639.12	39,600.53	36,879.23
Less: Other expenses excluding depreciation	20869.19	19,353.91	32,445.87	29,473.98
Less: Depreciation & Preliminary expenses written off	966.93	744.20	1,715.28	1,251.40
Profit before exceptional and extraordinary items and tax	1821.16	2,541.01	54,39.38	6,153.85
Exceptional ltems		456.96	-	456.96
Profit / (loss) before extraordinary items and tax	1821.16	2,084.05	54,39.38	5,696.89
Less : Provision for Taxation Current Tax Deferred Tax	425.53 -37.83	569.54 - 28.71	1366.48 -75.37	1,496.79 -41.75
Profit/ (loss) after Taxation	1,433.46	1,543.21	4148.27	4,241.86

- DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

- TRANSFER TO RESERVE:

Profit of Rs.1433.46 lakhs was transferred to surplus a/c.

- REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

During the year, your Company has emerged as one of the fastest growing company in the Oncology product segment which has contributed to significant increase in the profitability of the company.

STANDALONE:

During the year, Revenue of the Company increased by 4.49% i.e. from Rs 22,639.12 lakhs to Rs 23,657.28 lakhs. Profit before tax is Rs 1,821.15 and Profit after tax is Rs 1,433.45 lakhs.

CONSOLIDATED:

During the year, Companys consolidated Revenue increased by 7.37% i.e. from Rs. 36,879.23 lakhs to Rs.39,600.54 lakhs. Profit before tax is Rs.5,439.37 & Profit after tax is Rs.4,148.26 lakhs.

- CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of Company during the period 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;

The company has acquired 66.09% equity stake in Nivian Life sciences Private Limited after the financial year in pursuance of which the company has allotted 2,83,668 fully paid-up equity shares on preferential basis. Further, There are no other material changes and commitments, which may have 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.

- REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

- INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review in Extra ordinary General Meeting of shareholders of the company held on 04^th Febraury,2026 the Company has increased its authorised share capital from Rs 11,00,00,000 (Rupees Eleven Crores) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of Rs 10 each to Rs 11,40,00,000 (Rupees Eleven Crores Forty lakh) divided into 1,14,00,000 (One Crore and Forty Lakh) Equity Shares of Rs 10 each.

- ALLOTMENT OF SHARES: -

• During the FY 2025-26, The company has converted 42,337 (Forty-Two Thousand Three Hundred Thirty-Seven) CCDs into 42,337 (Forty-Two Thousand

Three Hundred Thirty-Seven) Equity Shares of face value ^10/- (Rupees Ten only) each at a price of INR 1,653.40 per equity share (including a premium of INR 1,643.40 per equity share) at a conversion ratio of 1:1 vide board meeting dated 29.11.2025.

• During the FY 2026-27 company has allotted the following securities:-

During the year, the Company acquired a 66.09% stake in Nivian Lifescience Private Limited for a total consideration of INR 69,39,67,631. Out of the total consideration, INR 20,81,89,018 was paid in cash, while the balance amount of INR 48,57,78,613 was discharged through the issuance and allotment of 2,83,668 equity shares of face value INR 10 each at an issue price of INR 1,712.49 per equity share (including a securities premium of INR 1,702.49 per equity share). The said allotment was made on a preferential basis to the shareholders of Nivian Lifescience Private Limited under a share swap arrangement.

Further, on 25 May 2026, the Company allotted 6,65,314 equity shares of face value INR 10 each pursuant to the conversion of 6,65,314 Compulsorily Convertible Debentures (CCDs) in the ratio of 1:1. The CCDs had originally been allotted on 27 November 2024 at a conversion price of INR 1,653.40 per equity share (including a securities premium of INR 1,643.40 per equity share).

- ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year under review, the Company did not issue any equity shares with differential voting rights, sweat equity shares, or equity shares under an Employee Stock Option Scheme (ESOP).

The Board has designated its nomination and remuneration committee as the compensation committee for the purposes of ESOP plan. The Company has only obtained pre-requisite approval from shareholders of the Company approving the Employee Stock Option Plan (ESOP) for the eligible employees of the Company and its subsidiaries in the Extraordinary General Meeting of Company held on 4 February 2026, by way of special resolution. However, the ESOP is yet to be implemented in future by the Company and therefore, neither any stock options have been granted/ vested nor any equity shares have been allotted pursuant to the said ESOP scheme during the financial year under review. Further note that the Company will make necessary appointment of a Merchant Banker before the implementation of the said ESOP scheme in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and also obtain In Principle from NSE before grant of options. Further information required to be disclosed under rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014 are Nil in our case as on 31.3.2026. All relevant documents relating to ESOP has been placed on the website of the Company.

Certificate under regulation 13 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is attached as Annexure-3

- LISTING:

The Company has been migrated from the SME platform of the NSE to the main board platform of the NSE. The Equity Shares of the Company were listed on Main board Platform of National Stock Exchange of India Limited w.e.f. 24-11-2025.

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2026-27.

- TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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).

- DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode.

- DEPOSITORY SYSTEM:

As the Members are aware, your Companys shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE351Y01019.

- DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Ajay Mahipal (DIN: 06949940), Director & Mr. Ashutosh Shukla, (DIN: 09461568), Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Ajay Mahipal (DIN: 06949940) & Mr. Ashutosh Shukla, (DIN: 09461568), as Director and Whole time Director of the Company, respectively liable to retire by rotation.

Further, Mr. Ashutosh Shukla (DIN: 09461568) Whole time director of the company has been re-appointed for a period of 5 (five) years with effect from 20^th January, 2027 upto period of ended 19^th January 2032 on such terms and conditions as may be recommended by the board.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc. has been given in the Annexure-2 of the notice of the ensuing AGM.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and capabilities and expertise in the areas of Finance, Law, Business Management and Administration, Healthcare and possesses appropriate skills, expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are independent of the management.

- DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors held on 6th November 2025 performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

- NUMBER OF MEETINGS OF BOARD:-

During the FY 2025-26, the Board of Directors met Sixteen times viz. 1^st April, 2025, 17^th April, 2025, 15^th May, 2025, 03^rd June, 2025, 02^nd July, 2025, 18^th August, 2025, 03^rd September, 2025, 05^th September, 2025 26^th September, 2025, 23^rd October, 2025, 6^th November, 2025, 25^th November, 2025, 29^th November, 2025, 09^th January, 2026, 14^th February, 2026, 17^th March, 2026.

Name of the Director	Number of Board Meetings Attended
Rahul Batra	16
Varun Batra	16
Balwant Singh	Is 18
Rohit Parti	16
Manmohan Khanna	16
Ashutosh Shukla	16
Sanjay Sehgal	7
Ajay Mahipal	6
Monica Jain	12
Lalit Kumar Watts	5

Last Annual General Meeting of the company was held on 30^th September, 2025.

During the Financial year 2025-26 01 (One) Extraordinary General Meeting was held on 04^th February, 2026.

- AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Audit Committee.

The composition of the committee is as follows:-

1. Mr.Manmohan Khanna	Chairman
2. Mr.Rohit Parti	Member
4. Mr.Rahul Batra	Member

During the year, Audit Committee has met nine times details of the same are as follows:-

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 1st April, 2025	3	3
2. 15th May, 2025	3	3
3. 3rd September, 2025	3	3
4. 23rd October, 2025	3	3
5. 6th November, 2025	3	3
6. 14th November, 2025	3	3
7. 25th November, 2025	3	3
8. 9th January, 2026	3	3
9. 14th February, 2026	3	3

The term of references of audit committee is to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditors report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

- NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows:-

1. Mr. Manmohan Khanna	Chairman
2. Mr. Rohit Parti	Member
3. Mr. Rahul Batra	Member
4. Mr. Sanjay Sehgal	Member

During the year, three meeting of the nomination and remuneration committee was held. Details of the Meeting are as follows:-

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 2nd July, 2025	4	3
2. 3rd September, 2025	4	3
3. 9th January, 2026	4	4

- STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

1. Mr. Manmohan Khanna	Chairman
2. Mr. Rohit Parti	Member
4. Mr. Rahul Batra	Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2026. Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

During the year, three meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

Sr. No Date of Meeting	Strength of Committee	No. of Members Present
1. 15th May, 2025	3	3
2. 3rd September, 2025	3	3
3. 9th January, 2026	3	3

• ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: -

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

• REPORTING OF FRAUDS:-

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Hence, no detail is required to be disclosed by the Board under Section 134(3) (ca) of the Companies Act, 2013.

• SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

Company has following Subsidiary Companies as on 31.03.2026:-

• Adley Formulations Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula, Haryana-134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with 100% Shareholding

Business: Manufacturing & Trading of Oncology Products

• Adley Lab Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS Nagar, Mohali) with 100% Shareholding

Business: Manufacturing of Oncology API

• Beta Research Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, 1^st Floor, Sector-5, Panchkula, Haryana-134114 with 100% Shareholding.

A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 7.

The Company is not having any Joint Venture or Associate Company during the Financial Year 2025-26.

During Financial Year 2026-27

• Nivian Life Sciences Private Limited, a majority owned subsidiary of Beta Drugs Limited having registered office at Plot No. A/271/298, Office, 605 Omega Business Park, Wagle I.E., Thane, Thane, Maharashtra, India, 400604 with 66.09% shareholding acquired by the company in the month of April, 2026.

Business: A specialized Indian pharmaceutical business focused on In-Vitro Fertilisation (IVF), assisted reproductive technology (ART), and womens health therapies.

• PERFORMANCE OF SUBSIDIARY COMPANIES:

• Adley Formulations Private Limited is engaged primarily in Manufacturing & Trading of Oncology Products. During the period under review,

Adley Formulations Private Limited achieved a turnover of Rs 14,116.7 lakhs with a profitability of Rs 1665.81 lakhs.

• Adley Lab Limited is engaged in manufacturing of Oncology API. During the per under review, Adley Lab Limited achieved a turnover of Rs 8,022.78 lakhs with a profitability of Rs 1049.00 lakhs

• Beta Research Private Limited, there is no operations till date.

• Nivian Life sciences private limited is engaged in the business of branded formulations for In-Vitro Fertilization (IVF) therapy and womens healthcare. Beta Drugs Limited has acquired Nivian Life sciences private l20ed in the month of April, 2026.

Therefore Adley Formulations Private Limited and Adley Lab Limited played a significant role toward the increase in the overall profitability of the company.

- DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits outstanding as on March 31, 2026. No unsecured loan has been received from the Directors of the company.

- DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT; - N.A.

- REMUNERATION POLICY:

Remuneration Policy: Website link:-

http://www.betadrugslimited.com

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys shareholders may refer the Companys website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Companys remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company except sitting fees of Rs 3000/- per meeting.

- ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:-

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2025-26 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

Sr No. Name of Director/KMP and Designation	Remuneration of Director/KMP for the Financial Year 2025-26 (In Rs.)	% Increase in Remuneration for the Financial Year 202526	Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Varun Batra, Managing Director	1,51,00,000.00		49.05
2. Mr. Rahul Batra, Managing Director	1,51,00,000.00	-	49.05
3. Mr. Balwant Singh, Whole Time Director	32,86,560.00	0.76%	10.67
4. Mr. Ashutosh Shukla, Whole Time Director	45,98,031.00	-2.31%	14.93
5. Mr. Manmohan Khanna, Independent Director	NIL	NIL	NIL
6. Mr. Rohit Parti, Independent Director	NIL	NIL	NIL
7. Mr. Ajay Mahipal, Director (Non-Executive)	NIL	NIL	NIL
8. Mr. Sanjay Sehgal, Independent Director	NIL	NIL	NIL
9. Mrs. Monica Jain, Independent Director	NIL	NIL	NIL
10. Mr. Lalit Kumar Watts, Independent Director	NIL	NIL	NIL
11. Mrs. Rajni Brar, Company Secretary	12,17,645.00	23.01%	3.95
12. Mr. Nipun Arora, CFO	32,03,256.00	-16.09%	10.40

2) The Median Remuneration of Employees of the Company during the financial year 2025-26 was Rs.3,07,829

3) There was an increase of 32.72% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 455 for the year ended March 31, 2026.

5) There was an increase of 10.85% in salaries of employees other than the managerial personnel during the financial year 2025-26 while the decrease in the remuneration of managerial personnel was 0.67%. The aggregate limit of remuneration of managerial personnel was reviewed and revised, keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry. Therefore, increase in the managerial remuneration is justified. 25-26

6) It is affirmed that remuneration paid during the year ended March 31st, 2026 is as per the Remuneration Policy of the Company.

- PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Employee name	Designation	Educational qualification	Age	Experience (in years)	Date of commence ment of employme nt & nature of employme nt	Location	Remuner ation in fiscal 2026 [In ^)	percentage of equity shares held by the employee in the company	whethe r any such employ ee is a relative of any director or manage r of the compan y	No. of ESOPs granted in fiscal 2026	Previo us emplo yment and design ation
Mr. Rahul Batra	Managing Director & Chairman	Master of Science degree in Business and Managem ent from University Strathclyd e Scotland	42 years	20 Years	01.08.2014 (Regular)	India	Rs 1,51,00,00 0	0.49%	Brothe r of Mr. Varun Batra	Nil	N.A
Mr. Varun Batra	Joint Managing Director	Degree in Business Managem ent from Toronto Canada	41 years	20 Years	01.08.2014 (Regular)	India	Rs 1,51,00,00 0	0.34%	Brothe r of Mr. Rahul Batra	Nil	N.A

- INTERNAL FINANCIAL CONTROL:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be follo0wed by the Company and that such internal financial controls are adequate and have been operating effectively.

- CHANGE IN NAME OF REGISTRAR AND SHARE TRANSFER AGENT

During the financial year, there is no change in name of registrar and transfer agent of the company.

- AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III, THEIR SALIENT FEATURES, INCLUDING THE LINK TO THE WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.

- RELATED PARTY TRANSACTIONS:

The details of the transactions with Related Parties as per Ind AS 24 are provided in the Note No. 28.28 of the accompanying Notes to Account forming part of financial statements.

In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions (RPTs) and the same can be accessed using following link: https://www.betadrugslimited.com/wp-content/uploads/2025/05/Policv-on-Related-Partv-Transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. There were no materially significant Related Party Transactions entered by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is provided in Form No. AOC-2 for the financial year ended March 31, 2026, and is reproduced herein below:

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. Particulars No.	Details
a) Name (s) of the related party & nature of relationship	-
b) Nature of contracts/arrangements/transaction	-
c) Duration of the contracts/arrangements/transaction	-
d) Salient terms of the contracts or arrangements or transaction including the value, if any	-
e) Justification for entering into such contracts or arrangements or transactions	-
f) Date of approval by the Board	-
g) Amount paid as advances, if any	-
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188	-

2. Details of material contracts or arrangements or transactions at Arms length basis.

SL. Particulars No.
a) Name (s) of the related party & nature of relationship	Adley Lab Limited (wholly owned subsidiary)	Adley Formulations Private Limited (wholly owned subsidiary)	BT Associates Pvt Ltd.	Mr Ashutosh Shukla
b) Nature of contracts/Arrangem ents /transaction	i) Purchase of Goods- 26.01.40.601.00 ii) Interest received on Unsecured Loan - 65.73.914.00 iii) Sale of Fixed Asset- 19,75,000.00	i) Sale of Goods- Rs 1,82,95,878.07 ii) Purchase of goods- Rs 4,41,94,309.18 iii) Interest received on Unsecured Loan- Rs 49,65,432.00 iv) Sale of Fixed Assets- Rs 26,64,606.00	Payment of Building Rent: Rs 28,88,640.00 p.a.	Rent paid: Rs 84,000 p.a.
c) Duration of the Contracts/Arrangem ents /transaction	Regular	Regular	Regular	Regular
d) Salient terms of the contracts or arrangements or transaction including the value, if any	Transactions are at Arms length basis and in the ordinary course of business	Transactions are at Arms length basis and in the ordinary course of business 23	Transactions are at Arms length basis and in the ordinary course of business	Transactions are at Arms length basis and in the ordinary course of business
e) Date of approval by the Board	1st April, 2025	1st April, 2025	1st April, 2025	1st April, 2025
f) Amount paid as advances, if any	-	-	-	-

- CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Corporate Social Responsibility Committee.

The composition of the committee is as follows:-

1. Mr. Rahul Batra	Chairman
2. Mr. Varun Batra	Member
3. Mr. Rohit Parti	Member

During the year, three meeting of the Corporate Social Responsibility Committee was held. Details of the Meeting are as follows:

Sr. Date of Meeting No	Strength of Committee	No. of Members Present
1. 8th April, 2025	3	3
2. 25th November, 2025	3	3
3. 31st March, 2026	3	3

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), indicating the activities to be undertaken by the Company, recommending the amount to be spent on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The Company has provided for the corporate social responsibility as per Section 135 of the Companies Act 2013 i.e. Rs. 50,35,532.00 during the year being 2% of the average net profits for the immediately preceding three Financial Years. The actual amount spent during the financial year was Rs. 50,36,332.00 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee.

Brief particulars of the CSR projects undertaken are given in Annexure-5, forming part of the Boards Report.

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

The 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.

(A)CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy	The Company accords high priority to conservation of energy. However, there are no specific steps taken in this regard.
(ii) the steps taken by the company for utilizing alternate sources of energy	The Company is not utilizing alternate sources of energy.
(iii) the capital investment on energy conservation equipments	NIL

( B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	The Company has not imported any technology during the year. Hence, there are no details to be furnished under this clause.
(a) the details of technology imported;
(b)the year of import;
(c )whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development	Rs 2,04,30,247.93

(C)Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are

given below: 24

Particulars	Amt. as on 31.3.2026	Amt. as on 31.3.2025
Earnings in Foreign Exchange	67,74,91,638.30	63,79,42,899.08
Foreign Exchange Outgo	8,34,97,555.85	6,12,80,542.39

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

- AUDITORS APPOINTMENT & REPORT:

M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountant, Chandigarh have issued their Report (Standalone & Consolidated) for the financial year ended on March 31, 2026 forms part of this Annual Report.

At the ensuing 21^st Annual General Meeting, M/s Khurana Sharma & Co., Chartered Accountant (FRN- 010920N) are proposed to be re-appointed as Statutory Auditors of the company for a term of 2 years to hold office from the conclusion of 21^st Annual General Meeting till the conclusion of 23^rd Annual General Meeting to be held in the year 2028.

M/s Khurana Sharma & Co., Chartered Accountant (FRN- 010920N), has expressed their consent to be re-appointed for another term of 2 years and have given a certificate to the effect that their re- appointment, if made, shall be within the limits as prescribed under the Companies Act, 2013.

- COMMENTS ON AUDITORS REPORT:

The Statutory Auditor Report does not contain any qualification or reservation or adverse remark.

- COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal & Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2026.

- COST RECORDS:

The Central Government has prescribed the maintenance of cost records under section 148(1) of the act, for the goods supplied by the Company. The Company had maintained proper cost accounts & records. Cost Audit Report for the financial year 2025-26 is being filed.

- UTILIZATION OF FUNDS

Utilization of proceed by the Company till March, 2026 raised from Preferential issue of Equity Shares & CCDs is detailed below (Figures in Crores

Sr Description No.	Proposed funds (Rs. in cr)	Funds Raised (Rs. in cr)	Funds Utilised as on March 31, 2026 (Rs. in cr)	Funds unutilized as on March 31, 2026 (Rs. in cr)
1 Facility Upgradation of 100% Subsidiary - Adley Formulations P Ltd.	8		2.25	5.75
2 Facility Upgradation of 100% Subsidiary - Adley Lab Ltd.	5		1.35	3.65
3 R & D facilty (new setup)	15		0.95	14.05
4 Geographical Expansion
4.1 New Registrations
4.2 Audits	10		0	10
4.3 Dossiers costs		117
4.4 Bioequivalence studies costs
5 Capital Expenditure (Manufacturing- new setup)	44		9.52	34.48
6 Capital Investment (including capital acquisitions)	20		0	20
7 General Corporate	15		9.8	5.20
TOTAL	117	117	23.87	93.13
Total amount received from issue of equity shares-			Rs 1,15,738.00
Total amount received from issue of CCDs-			Rs 117,00,30,163.40
Total			Rs 117,01,45,901.40

The Company has appointed Brickwork Ratings India Private Limited as the Monitoring Agency for monitoring the utilisation of funds raised by the Company through Preferential issue of Equity Shares and Compulsory Convertible Debentures (CCDs) aggregating to Rs

117.01 Crore.

The Monitoring Agencys quarterly reports, including the report for the year ended March 31, 2026, were received and duly considered by the Company in accordance with Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 41(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The quarterly reports submitted by the Monitoring Agency in respect of the utilisation of the proceeds were duly placed before and considered by the Board of Directors. Based on the reports received, the utilisation of the proceeds was monitored in accordance with the applicable regulatory requirements.

- INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s Srivastava V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct Internal audit for Financial Year to be ended on March 31, 2026.

- SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of Company has appointed Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial Audit of the Company for a period of 5 years i.e. 2024-25 till 2029-30 at existing remuneration in the previous annual general meeting.

The Secretarial Audit Report given by Secretarial Auditor for the FY 2025-26 of the company and its material subsidiaries is annexed herewith as "Annexure-4".

Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers except as mentioned below:-

- MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR QUALIFICATION/OBSERVATIONS:

There were no qualifications, reservations, adverse remarks, or disclaimers in the Secretarial Audit Report for the financial year under review. Accordingly, no comments by the Board of Directors are required under this section.

- INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The Internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

- POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

- WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No director or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Web.

- POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

- RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

- CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations,

2015, as amended from time to time, the code of Internal Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information.

The COC is available on the website of the Company www.betadrugslimited.com and the Directors and senior management personnels of the company has complied with the code of conduct.

- COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended. All eligible female employees have been extended maternity benefits in accordance with the applicable statutory requirements.

- COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

- THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING

THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. N.A.

- THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS

During the period under review there was no instance of one-time settlement with any Banker Financial Institution.

- ANNUAL RETURN:

Annual Return is available on the Companys website at www.betadrugslimited.com.

- MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 6.

- PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has provided the following loans, investments or guarantees under section 186 of the Companies Act, 2013 as on 31st March, 2026:-

Particulars	During the F.Y 2025-26	Amount as on 31st March, 2026
LOANS GIVEN BY COMPANY
Loan to Adley Lab Limited (Wholly owned subsidiary)	7,44,16,523.00	10,15,85,123.50
Loan to Adley Formulations private Limited(Wholly owned subsidiary)	44,68,889.00	5,81,66,827.40
TOTAL	7,88,85,412.00	15,97,51,950.90
INVESTMENTS MADE BY COMPANY
Investment in Adley Formulations Pvt. Ltd.	Nil	1,26,00,000.00
Investment in Adley Lab Ltd.	Nil	4,50,40,000.00
Investment in Beta Research Pvt. Ltd.	Nil	1,00,000.00
GUARANTEES GIVEN BY COMPANY
GUARANTEE GIVEN TO ICICI BANK FOR ADLEY FORMULATIONS PRIVATE LIMITED (Wholly-owned Subsidiary)	2,02,22,500.00	13,01,37,907.22
GUARANTEE GIVEN TO HDFC BANK FOR ADLEY LAB LIMITED (Wholly- owned Subsidiary 2	5,90,42,685.00 7	11,50,18,609.51
GUARANTEE GIVEN TO SIDBI FOR ADLEY LAB LIMITED (Wholly-owned Subsidiary)	Nil	39,77,000.00
TOTAL	79,265,185.00	2,491,33,516.73

- CORPORATE GOVERNANCE:

At Beta Drugs Limited, corporate governance forms the foundation of our business philosophy and is integral to the Companys commitment towards sustainable growth, ethical business practices, transparency, and accountability. The Company believes that effective corporate governance not only enhances shareholder value but also protects the interests of all stakeholders, including minority shareholders, employees, customers, business partners, and the community at large.

The Company is committed to maintaining the highest standards of integrity, fairness, and compliance in all its business operations. It ensures timely, accurate, and transparent disclosures relating to its financial performance, operational developments, governance practices, and other material information in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and other applicable laws and regulations.

As a research driven pharmaceutical company focused on oncology and critical care, Beta Drugs Limited strives to create sustainable value through innovation, quality, regulatory compliance, operational excellence, and responsible corporate citizenship. The Board of Directors provides strategic guidance and oversight to ensure that the Companys affairs are conducted in an ethical, transparent, and responsible manner while fostering long-term value creation for all stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance, together with the Certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, forms an integral part of this Boards Report and is annexed herewith as "Annexure 8"

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

The company has a policy in line with the requirement of applicable provision of the POSH Act, 2013 and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received/pending against the sexual harassment at workplace. The company has made compliance of all applicable provisions of the said Act. The Complaint Committee for Redressal of Sexual Harassment consists of the following members:-

1. Mrs. Salita Chauhan,	Presiding Officer
2. Mrs. Aarushi Priya Karol	Member
3. Ms. Sonia Nawani,	Member
4. Mr. Balwant Singh,	Member
5. Mr. Rajeev Kumar Sharma, Advocate	Member

- APPRECIATION:

Your directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.