Colinz Laboratories Ltd Directors Report

Your Directors have pleasure in presenting their 40th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2026.

1) FINANCIAL RESULT

(Rs. In Lacs)

Particulars	Year Ended 31.03.26 Rs.	Year Ended 31.03.25 Rs.
Total Revenue	662.05	682.56
Total Expense	593.14	620.62
Profit before tax	68.91	61.94
Tax expense	(17.46)	(12.28)
Profit for the year	51.45	49.66
Add: Other Comprehensive income	5.42	2.89
Total Profit/(Loss) After tax & OCI	56.87	52.55
Balance brought forward of the previous year	405.63	353.08
Balance carried to balance sheet	462.50	405.63

2) OPERATIONAL REVIEW:

The Financial year passed by that is FY 2025-26 was a challenging year for the entire consumption oriented business including Pharmaceuticals. Further, the geopolitical disturbances have impacted overall raw material supplies leading to inflation and more pressure on consumption oriented industries

In spite of all these, the total revenue of your Company during FY 2025-26 stood at Rs. 662.05 Lacs compared to Rs. 682.56 Lacs during FY 2024-25.

The Revenue from operations stood at Rs. 613.61 Lacs (Net of GST) and the Income by way of Interest and dividend received was Rs. 48.44 Lacs.

During the year under review;

1) Profit before tax stood at Rs. 68.91 Lacs compared to 61.94 Lacs in the corresponding previous year.

2) Net profit after providing for taxes and adjustment of differed tax credit stood at 51.45 Lacs. (Previous year Rs. 49.66 Lacs)

3) Other Comprehensive Income stood at Rs.5.42 Lacs.

4) Carried to Balance Sheet: Rs. 56.87 Lacs.

3) DIVIDEND:

The Board regrets its inability to recommend any dividend to plough back the surplus available and to strengthen the financial resources of the Company.

4) SHARE CAPITAL:

The paid up equity capital as on March 31, 2026, was Rs 251.91 Lacs. During the year under review your Company has not issued any shares public, rights, preferential including Sweat equity, ESOP and/or convertible debentures.

5) CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business pursuant to section 134 of the Companies Act,2013.

6) FINANCE & MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters. They are kept under strict check through continuous monitoring. No material changes have occurred and commitments made, affecting the financial position of the Company.

During the period between the end of the financial year and the date of this Report, the Company has sold its factory premises situated at Sinnar, Nasik on 18th June- 2026 as per the sale Agreement for a consideration of ^ 4 Crores. The transaction was completed pursuant to the approvals obtained from the Board of Directors and/or Members, as applicable.

The sale of the aforesaid factory premises constitutes a material change affecting the financial position of the Company. The consequential accounting impact, including gain/loss arising on the sale, if any, shall be recognised/disclosed in accordance with the applicable Accounting Standards.

Except as stated above, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report

7) PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investments, given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

9) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Board has adopted the 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 record and the timely preparation of reliable financial disclosures.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the system. It also reviews the quarterly internal Audit Reports submitted by the Internal Auditors.

10) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Not applicable to the Company, since the Company is outside the threshold limit under the Companies Act, 2013 as amended from time to time.

11) DIRECTORS:

i) Expression of Deep Condolences at the Demise of Dr. Mani L S, Director & Company Secretary of the Company

The Board of the Directors hereby record the sad demise of Late Dr. Mani L S., Director & Company Secretary

(DIN 00825886) of the Company on 7th November, 2025.

The Board of Directors took on record the invaluable contributions made by Dr. Mani L S., as a Director of the Company during his tenure and association with the Company. Dr. Mani was the founder and promoter of the Company. He has been single handedly been responsible for the growth of the Company. For the past 40 years, he has been instrumental in driving the Company with the sole focus of providing high quality products to the people. He has successfully set up a platform from which the Company can continue to grow and reach even greater heights.

The Board is proud and gives their sincere gratitude to Dr. Mani for his hard work, visionary leadership, unwavering dedication, and kindness. He inspired everyone who had the privilege of working with him. All the Directors and Members will always grateful and thankful for Dr. Manis unforgettable contribution to the Companys wellbeing

We would like to give our tribute to his Passion, Hard work, Sincerity, and Dedication, His legacy will continue to guide us, and his memory will remain in our hearts forever.

ii) Appointment of Mrs. Vijaya Mani as a Promoter, Non-Executive, Non-Independent Director

During the year under review, Mrs. Vijaya Mani (DIN: 11363910) was appointed as an Additional Director of the Company in the capacity of a Promoter, Non- Executive, Non-Independent Director with effect from 11th November, 2025, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company.

In terms of the said provisions, she holds office up to the date of the ensuing Annual General Meeting, The Company has received a notice in writing under Section 160(1) of the Companies Act, 2013 from a member proposing her candidature for appointment as a Director.

The appointment of Mrs. Vijaya Mani has been recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, and accordingly, the requirement of deposit under the proviso to Section 160(1) of the Act shall not apply.

The Board has proposed her appointment as a Director (liable to retire by rotation) at the forthcoming Annual General Meeting, for the approval of the Members.

iii) Retirement by Rotation and subsequent reappointment.

Mr. N K Menon (DIN -01111297), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Mr. N K Menon and other related information is detailed in the Notice convening the 38th AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommend the same to the Members for approval.

iv) Re-appointment of Mr. N. K. Menon (DIN 01111297) as Whole-time Director & Chief Executive Officer

During the year under review, Mr. N. K. Menon (DIN 01111297) continued as the Whole-time Director of the Company. His appointment as Whole-time Director for a period of one year with effect from 1 October 2025 to 30 September 2026 was approved by the Members at the 39th Annual General Meeting held on 30 September 2025, by way of Special Resolution, in accordance with the applicable provisions of the Companies Act, 2013, including Sections 196, 197, 198 and 203 read with Schedule V thereto.

Mr. N. K. Menon (DIN 01111297) has attained the age of 70 years and, accordingly, his appointment was approved by the Members by way of Special Resolution in accordance with the proviso to Section 196(3) of the Companies Act, 2013.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 30 July 2026 approved the re-appointment of Mr. N. K. Menon (DIN 01111297) as Whole-time Director & Chief Executive Officer, liable to retire by rotation, for a further period of one year commencing from 1 October 2026 and ending on 30 September 2027, subject to approval of the Members by way of Special Resolution in accordance with the applicable provisions of the Companies Act, 2013.

The proposed re-appointment and remuneration of Mr. N. K. Menon (DIN 01111297) are subject to the approval of the Members at the forthcoming Annual General Meeting. The requisite details regarding his profile, experience, remuneration and other particulars are provided in the Explanatory Statement annexed to the Notice convening the forthcoming Annual General Meeting.

12) EVALUATION OF BOARDS PERFORMANCE:

During the year, the Board has adopted a formal mechanism for evaluating the performance and as well as that of its Committees and Individual Directors including the Managing Director if any and the Whole Time Director of the Board. The exercise was carried out by the Independent Directors of the Company through a Structured evaluation process covering several aspects of functioning of the Board i.e. attendance, contribution at the meeting and otherwise, independent judgment, safeguarding interest of the minority stakeholders, composition of Board/Committees, performance of specific duties and obligations by members of the Board, etc.

13) NOMINATION & REMUNERATION POLICY:

Pursuant to section 178 of the Companies Act 2013, and the rules made thereunder, from time to time and Regulation 19 of the SEBI Regulations 2015, the Board has constituted the Nomination & Remuneration Committee. The Nomination & Remuneration Committee framed a policy for selection and appointment, reappointment, removal, appraisal of Directors and Senior Management Personnel and their remuneration.

14) MEETINGS OF BOARD OF DIRECTORS AND AUDIT COMMITTEE:

During the year 8 Board Meetings and 6 Audit Committee Meetings and 2 independent Directors meeting were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Complete details are given in Corporate Governance Report.

15) RELATED PARTY TRANSACTIONS:

All related party transactions, including agreements/contracts, that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The policy on Related Party Transactions, as approved by the Board of Directors, has been uploaded on the website of the at : www.findoc-cll.in

16) SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

17) RISK MANAGEMENT

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a business risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

18) CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealing/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “Code of business conduct”.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. The Code of Conduct in detail is given in our Website.

19) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

20) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. Company has installed Structural Digital Database software as required by SEBI Regulation for (Prohibition of Insider Trading) Regulations, 2015.

21) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013. :

The Company has in place an Anti- Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The detailed report is given in the Reports on Corporate Governance.

22)_DISCLOSURE UNDER THE MATERNITY BENEFIT (AMENDMENT) ACT, 2017

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended 31 March, 2026, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

23) STATUTORY AUDITORS:

M/s. Vora & Associates, Chartered Accountants, FRN. 111612W, the auditors of the Company, have been appointed for a period of 5 years in the 36th AGM to hold office until the conclusion of 41st AGM.

24) STATUTORY AUDITORS QUALIFICATIONS/ RESERVATIONS/ADVERSE REMARKS/ FRAUDS REPORTED:

There are no Auditors Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Section 143(12) of the Companies Act, 2013.

25) SECRETARIAL STANDARDS:

The Company has complied with the provisions of secretarial standards of:

SS-1(Minutes of Board of Directors) and SS-2(Annual General Meeting).

26) SECRETARIAL AUDIT AND AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjay Dholakia & Associates, (CP No. 1798) a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report for FY 2024-25 is annexed herewith.

27) INTERNAL AUDIT:

Ajay Sharma & Associates conducted the internal Audit For FY-2025-26.

28) COST AUDIT:

The provision of Cost Audit Report is not applicable to the Company.

29) ANNUAL RETURN:

The Annual Return of the Company has been placed on the website of the company and can accessed at the Companys website at www.findoc-cll.in.

30) PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration exceeding the limit as prescribed under the provisions of Section 197 of the Companies Act, 2013.

31) EMPLOYEE RELATION AND HUMAN RESOURCES:

Industrial/Employee relation during the period under review remained cordial at all levels. The Company has a structured appraisal system based on key result areas. The HR is effectively involved in nurturing, enhancing and retaining talent through job satisfaction, development and training programs etc.

32) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure.

33) MANAGEMENT DISCUSSION & ANALYSIS:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management Discussion and Analysis (MD & A), which forms part of this Annual Report, as required under SEBI(LODR).

34) DEMATERIALISATION OF SHARES:

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2026 total 73.44 % of the equity share of the company has been dematerialized.

35) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 31-03-2026 and of the profit or loss of the Company for the year under review;

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts, on a going concern basis;

v) 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; and

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

36) SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant material orders passed by the Regulators / Courts /Tribunals, which would impact the going concern status of the Company and its future operations.

37) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following were the KMPs of the Company as on 31st March, 2026.

1. Mr. N. K. Menon, Whole-Time Director & CEO

2. Dr. Mani L. S., Director & Company Secretary (Up to 7-11-2025)

3. CS Falguni Kumwat-Company Secretary (w.e.f. -1-12-2025)

4. Mr. Ganesh Chitte, CFO

38) LISTING FEES -BSE:

The equity shares of the Company are listed on BSE LTD. The Company has paid Listing fees to BSE for the year 2025-26.

39) CONSERVATION OF ENERGY:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption during the year under review. Pharmaceutical formulation industry does not consume high power.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

40) TECHNOLOGY ABSORPTION:

Companys products are manufactured by using in- house know how and no outside technology is being used for manufacturing activities. Therefore, technology absorption is a continuous process. The Company constantly strives for maintenance and improvement in quality of its products and entire development activities are directed to achieve the aforesaid goal.

41) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

42) COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees” recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013. All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Companies Policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees”

43) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

44) DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

45) DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITY

The Promoter of the Company entered into a Share Purchase Agreement dated 18th June, 2026 with certain parties for acquisition of 34.56% of the Companys equity share capital, pursuant to which an Open Offer was triggered under the SEBI (SAST) Regulations, 2011. The Open Offer process is ongoing as on the date of this Report.

46) NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR I.E. MARCH 31, 2026:

Mumbai, 30th July,2026

Registered Office:

A-101, Pratik Industrial Estate

Mulund-Goregaon Link Road

Bhandup(W), Mumbai - 400 078.

a) Male Employees: 52

b) Female Employees:08

c) Transgender Employees: 0

ACKNOWLEDGEMENT

Company and its Directors wish to extend their sincerest thanks, to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and Work force at all levels for their continuous cooperation and assistance.

ACKNOWLEDGEMENT

On behalf of the Board of Directors

COLINZ LABORATORIES LIMITED

(CIN: L24200MH1986PLC041128)

Vijaya Mani

DIN 11363910

Director

Mr. N K Menon

DIN 01111297

Whole Time Director & CEO