Brawn Biotech Ltd Directors Report

1. Financial summary of the company

Sr. No.	Particulars	Standalone FY 2025-26	Standalone FY 2024-25
a	Revenue from Operations	169,777.32	134649.87
b	Other Income	4540.32	933.13
c	Total Income	174,317.64	135583.01
d	Total Expenses	174,306.85	153563.78
e	Profit/loss before exceptional items and tax	10.80	(17980.78)
f	Exceptional items	-	-
g	Earlier year Tax	10.80	-
h	Current year Tax	-	-
i	Deferred Tax	(9,395.38)	(579.98)
j	MAT credit entitlement	-	-
k	Profit/(loss) After Taxation	(9,406.18)	(17400.80)
l	Total Comprehensive income	364.88	(17027.82)
m	Earning Per Equity Share	3.26	(5.68)

2. Key Highlights

During the period under consideration the Companys revenue from operations was Rs. 16,97,77,320.00/- and it has incurred loss of Rs. 94,06,180.00/-. The Company is trading in pharmaceutical products and distributing them in the Domestic industry.

3. Statement of Affairs

Your company is in trading pharmaceutical products.

4. Dividend

In view of the losses, no dividend has been recommended.

5. Transfer to Reserves

During the FY 2025-26, the Company has not transferred any amount to General Reserve.

6. Listing of Securities

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited ("The Exchange"). The Annual listing fee has been duly paid to the Stock Exchange.

7. Transfers Of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendments Rules, 2017 notified by the Ministry of Corporate Affairs, the Company is required to transfer all shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more in the name of Investor Education and Protection Fund (IEPF) demat account. Adhering to various requirements set out in the Rules, the Company has taken appropriate action for transferring the shares to the Demat Account opened by IEPF Authority. The Company has also uploaded details of such Members whose shares are transferred to IEPF demat Account on its website at www.brawnbiotech.com. The shares transferred to IEPF Suspense Account including all benefits accruing on such shares, if any, can be claimed by the members from the IEPF Authority, after following the procedure the prescribed under the Rules.

Dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account are required to be transferred to IEPF established by the Central Government, pursuant to the provisions of Section 124 and 125.

8. Material changes and commitment affecting financial position between the end of the financial year and date of report

There are no material changes affecting the affairs of the Company which have occurred between the end of the financial year on March 31, 2026 of the Company to which the financial statement relates and date of this report.

9. Change in nature of business

The company has not undergone any change in the nature of the business during the financial year.

10. Deposits

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013 during the financial year ended March 31, 2026.

11. Capital Structure

The Authorized Share Capital and Issued, Subscribed & Paid-up Equity Capital Share of the Company as on March 31, 2026 stands as shown below:

Particulars	As on Year Ended 31st March, 2026 (No. of Shares)	As on Year Ended 31st March, 2026 (Rupees)	As on Year Ended 31st March, 2025 (No. of Shares)	As on Year Ended 31st March, 2025 (Rupees)
Authorised Capital Equity Share of Rs. 10/- each	45,00,000	4,50,00,000	45,00,000	4,50,00,000
Issued, Subscribed & Paid-up Equity Capital Share of Rs. 10/- each	30,00,300	3,00,03,000	30,00,300	3,00,03,000

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

12. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

The Policy on dealing with related party transactions and on determining materiality of related party transactions as approved by the Board may be accessed on the Companys website at www.brawnbiotech.com.

13. Subsidiaries, joint ventures and associate companies

Your company does not have any unlisted/listed subsidiary company or Joint Venture or any Associate Companies. Therefore, AOC-1 is not attached.

14. Directors and Key Managerial Personnel

Composition: The composition of the Board is in conformity with the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications and experience in general corporate Management, finance, banking and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company.

Name	Designation	Date of Appointment
Mr. Brij Raj Gupta	Director	13.08.2019
Mr. Mayank Jain	Independent Director	27.08.2024
Ms. Pooja Jha	Independent Director	27.08.2024
Mr. Amit Kumar	Manager	30.09.2025
Ms. Rati Garg	Chief Financial Officer (CFO)	30.01.2026
Ms. Priyanka Sharma	Company Secretary	01.01.2019

During the year under review, Ms. Brij Bala Gupta (Director) and Ms. Pooja Pandey (Chief Financial Officer) resigned from their respective positions on 25.11.2025 and 05.01.2026 respectively. Ms. Rati Garg was appointed as the new Chief Financial Officer with effect from 30.01.2026. Mr. Amit Kumar (Manager) was re-appointed in the 40th Annual General Meeting held on September 30, 2025 for a further period of five years.

Declaration by independent directors under sub-section (6) of section 149: All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

Separate meeting of independent directors: In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on November 14, 2025 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all Independent Directors of the Company.

Annual performance evaluation: In compliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual performance evaluation of the Board, its Committees and individual directors, including the Independent Directors was carried out during the FY 2025-26. The Performance evaluation was carried out by the Nomination and Remuneration Committee based on the "Annual Evaluation Framework" prepared by the Committee. Furthermore, the Independent Directors at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman, and Non-Executive directors as stipulated under the Act and SEBI (LODR), 2015.

15. Meetings of the board of directors

During the FY 2025-26, Eight (8) Board Meetings were held on April 21, 2025 (Monday), May 26, 2025 (Monday), August 13, 2025 (Wednesday), September 02, 2025 (Tuesday), November 14, 2025 (Friday), January 30, 2026 (Friday), February 14, 2026 (Saturday), and March 25, 2026 (Wednesday). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) 2015.

16. Familiarization programme for independent director

In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company familiarizes the Directors about their role and responsibility at the time of their appointment through a formal letter of appointment. All new independent directors inducted into the Board attend an orientation program. Since regulation 25(7) is not applicable on the company, the company is not required to publish details of familiarization programme for independent directors on its website.

17. Auditors

a) Statutory Auditors

M/s. Rajiv Udai & Associates, Chartered Accountants (FRN: 018764N), were appointment as statutory auditors of the Company from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting for the period of 5 years to audit the accounts of the Company from the financial year 2021-22 to 2025-26.

The present term of M/s Rajiv Udai & Associates is due to expire at the conclusion of the ensuing Annual General Meeting. The Board, based on the recommendation of the Audit Committee, proposes the appointment of M/s GDSM and Co, Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held in the year 2031, on a remuneration as may be mutually agreed by the Board and the Auditors.

Further, the proposed firm has been peer reviewed (ICAI) bearing Certificate No: 023664 issued by the Peer Review Board of the ICAI which shall remain valid till December 31, 2028.

The Company has received a certificate from the Auditors confirming that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013, and that they satisfy the eligibility criteria and are not disqualified for appointment under the said Act and the rules made thereunder.

Auditors Report

There are no qualifications, reservations or adverse remarks and disclaimers made in the report given by M/s. Rajiv Udai & Associates, Statutory Auditors on the financial statement of the Company for the year ended 31st March 2026 which is part of the Annual Report. During the year under review, the Auditors did not report any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to annex a Secretarial Audit Report given by a Company Secretary in Practice, forming part of this Report as Annexure-I.

The Board, on the recommendation of the Audit Committee, has appointed Mr. Viney, Practicing Company Secretary (Certificate of Practice No. 28263), as the Secretarial Auditor of the Company for the Financial Year 2025-26, to conduct the Secretarial Audit under Section 204 of the Companies Act, 2013.

The Secretarial Audit Report for the Financial Year under review does not contain any qualification, reservation, adverse remark or disclaimer.

Note: Although the Company is exempted from compliance with Chapter IV (Regulation 17 to Regulation 27) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 24A, in terms of Regulation 15(2) thereof, the requirement of Secretarial Audit under Section 204 of the Companies Act, 2013 continues to apply independently and is not affected by the said exemption.

c) Cost Auditors

The provisions relating to maintenance of cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013, and the requirement of cost audit under sub-section (2) thereof, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company, as the Company is not engaged in the production, processing, manufacturing or mining activities covered under Table A or Table B of Rule 3 of the said Rules / does not meet the turnover thresholds prescribed under Rule 3 for applicability of cost audit. Accordingly, the Company was not required to maintain cost records or appoint a Cost Auditor during the Financial Year under review.

d) Internal Auditors

M/s Sahil Pasricha & Associates (Firm Reg. No. 026379N), Chartered Accountants has been appointed as Internal Auditors of the Company for the financial year 2025-26.

18. Reporting of fraud by auditor

In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of Companies Act, 2013, there have been no frauds reported to Central Government neither by the Statutory Auditors nor by the Secretarial Auditors under sub section (12) of section 143.

19. Internal financial controls

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Companys Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

20. Composition of committees

a) Audit Committee

The Board of Directors of the Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder. The terms of reference of the Audit Committee has been approved by the Board of Directors. The Audit Committee comprises of Independent Directors namely Mr. Mayank Jain (Chairman/ Independent Director), Mrs. Pooja Jha (Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as the secretary to the Audit Committee.

b) Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee majorly comprises of Independent Directors namely Mr. Mayank Jain (Chairman/ Independent Director), Mrs. Pooja Jha (Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). The function of the Nomination and Remuneration Committee includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint Managing Director and recommendation to the Board of their remuneration. A Nomination and Remuneration Committee has been constituted under section 178 of the Companies Act 2013 for preparing of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

c) Stakeholder Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee majorly comprises of Independent Directors namely Mr. Mayank Jain (Chairman/Independent Director), Mrs. Pooja Jha (Member/Independent Director) and Mr. Brij Raj Gupta (Member/ Non-Independent Director). The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected with the investor services in connection with status of refund account, conversion of partly paid shares into fully paid shares, rematerialization and dematerialization of shares and transfer/transmission of shares of the Company. The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.

21. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations during the financial year 2025-26.

22. Directors Responsibility Statement

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and

fair view of the Company for the period ended 31st March 2026 and of the loss of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts under review on a going concern basis;

e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Whistle blower policy/vigil mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism which is overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. Since the company is exempted in terms of Regulation 46(2)(e), hence details of vigil mechanism /Whistle Blower Policy were not published on the website of the company.

24. Remuneration policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members and related matters are put up on the website of the Company.

The Nomination and Remuneration Policy may be accessed on the Companys website at www.brawnbiotech.com.

25. Extract of annual return

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at www.brawnbiotech.com.

26. Particulars of loans given, investments made, guarantees given and securities provided

The Company has not given any loan, made investment and provided security in terms of section 186 of the Companies Act, 2013.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has put in place a policy on Prevention of the Sexual harassment in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year, no complaints pertaining to sexual harassment were received. During the FY 2025-26, following is the summary of complaints received and disposed of:

No. of Complaints received - NIL
No. of Complaints disposed of - NA

Your Directors state that during the financial year ended March 31, 2026 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. Compliance of the provisions relating to the Maternity Benefit Act, 1961

It is confirmed that the company is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

29. Corporate Governance

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, compliance with the Corporate Governance provisions specified in regulation 17 to 27 and clause (b) of sub-regulation (2) of regulation 46 and Para C, D & E of Schedule V shall not apply to the company having Paid-up Equity Share Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty-Five Crores as on the last day of the previous financial year. The company is covered under the limits as prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015; therefore, the company is not required to comply with the said provisions.

30. Credit Rating

Your Company has not issued any debt instruments (e.g., bonds, debentures, commercial paper) during the year under review hence, the company was not required to obtain Credit Rating from any Agency.

31. Risk management

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.

32. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Particulars related to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-II" and is attached to this report.

33. Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the purview of said section during the year. Hence, the details of the same are not disclosed in Annexure in Form CSR-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

34. Managements discussion and analysis report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V(B) of the Securities of Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report as "Annexure III".

35. Particulars of employees

During the financial year 2025-26, there was no employee employed in the Company who was in receipt of remuneration for that year Rupees One Crore and Two Lakh Rupees and who employed for the part of the financial year was in receipt of remuneration not less than Rupees eight lakh and fifty thousand rupees per month.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-IV".

36. Compliance with secretarial standards

Your company has complied with the applicable provisions of the Secretarial standards on meetings of Board of Directors issued by Institute of Company Secretaries of India.

37. Industrial relations

Industrial relations remain peaceful and cordial during the period under review. Your company regards its employees as its core strength and thus, undertakes requisite changes in various policies from time to time for their welfare.

38. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016

Your company has neither made any application nor are any of its proceedings pending under the Insolvency and Bankruptcy Code, 2016.

39. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions

During the financial year 2025-26, your company has not made any one-time settlement and valuation with respect to loans taken from banks or financial institutions.

40. Website

As per provisions of the Regulation 46 of the SEBI (LODR) Regulations, 2015 all necessary information as required to be given to the shareholders/stakeholders, is available at www.brawnbiotech.com, stakeholders are requested to refer to investor section.

41. Other information

i. Sweat Equity Shares, Employee Stock Option / Right Issue / Preferential Issue:- The Company has neither come up with any Right Issue/Preferential Issue, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the period under review.

ii. Significant and material orders passed by the regulators:-

1. Material Changes & Commitments:-

No material changes and commitments have occurred, which can affect the financial position of the Company between the end of the FY and as on date of this Report.

iv. Change in Nature of business, if any:-

There is no change in the nature of business of the Company during the year under review.

42. Acknowledgement

The Board takes this opportunity to sincerely thank all its stakeholders namely, shareholders, customers, suppliers/contractors, bankers, employees, Government agencies, local authorities and the immediate society for their unstinted support and co-operation during the year.

Pooja Jha

(DIN: 10749145)

Director

Place: Delhi

Date: August 13, 2026