The Members,
CURIS LIFESCIENCES LIMITED
The Directors of your Company with immense pleasure, presenting the 10 th Annual Report on the business and operation of the company together with Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on 31 st March, 2026.
FINANCIAL HIGHLIGHTS:
(Rs. In lakhs)
| Particulars | Current Year 31.03.2026 | Previous Year 31.03.2025 |
| Revenue from Operations | 6062.88 | 5025.86 |
| Other Income | 28.15 | 1.23 |
| T otal Revenue | 6091.04 | 5027.08 |
| Total Expenditure (Including Depreciation) | 5133.41 | 4129.52 |
| Profit Before Tax before exceptional and extraordinary items and tax | 957.63 | 897.57 |
| Less: Exceptional items {Prior Year Expenses/(Income) (net)} | 1.47 | (1.24) |
| Profit / (Loss) before extraordinary items and tax | 956.16 | 898.80 |
| Less: Extraordinary items | -- | -- |
| Profit Before Tax | 956.16 | 898.80 |
| Less: Tax expense: | ||
| Current tax | 250.00 | 220.00 |
| Deferred tax | 1.24 | 54.68 |
| Shortfall of earlier years tax provision | 13.29 | 3.47 |
| Profit after Tax | 691.63 | 620.64 |
| Earnings Per Share (Basic) | 37.14 | 33.50 |
| Earnings Per Share (Diluted)) | 37.14 | 33.50 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS :
During the financial year under review, the Company continued to focus on strengthening its business operations, improving operational efficiency and expanding its market presence. The Company maintained a steady growth trajectory during the year and delivered an improved financial performance as compared to the previous financial year.
• The revenue from operations of the Company for the financial year 2025-26 stood at ^6,062.88 Lakhs , as against ?5,025.86 Lakhs during the financial year 2024-25, registering a growth of approximately 20.63% .
• The Company recorded a Profit Before Tax of ^956.16 Lakhs during the financial year 2025-26, as compared to ^898.80 Lakhs in the previous financial year. The Profit After Tax stood at ^691.63 Lakhs , as against ^620.64 Lakhs in the previous financial year, reflecting an improvement in profitability.
The Companys financial performance during the year reflects its continued focus on operational efficiency, prudent financial management and sustainable business growth. The management remains committed to strengthening the Companys business operations, exploring growth opportunities and creating long-term value for its stakeholders.
The Board of Directors is confident that the Company will continue to leverage its operational capabilities and market opportunities to achieve sustainable growth and further strengthen its financial position in the coming years.
DIVIDEND :
With the view to conserve the resources of Company, the Board of Directors do not recommend any dividend for the year 2025-2026.
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).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in Annexure- I .
CHANGE IN THE NATURE OF BUSINESS :
There is no change in the nature of business during the year.
TRANSFER TO RESERVES :
Except profit earned in current year, no other amount is transferred to any Reserves Account.
SHARE CAPITAL:
• AUTHORISED SHARE CAPITAL
During the year, the authorised share capital remained ^10,00,00,000, and there was no change in it.
• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
During the year, the companys capital structure changed in following manner:
At the beginning of the reporting period, the companys total issued, subscribed and paid-up capital was ^ 5,93,44,340/- (Rupees Five Crores Ninety-Three Lakhs Forty-Four Thousand Three Hundred and Forty only).
Initial Public Offering (IPO): The company made an initial public offering 21,50,000 equity shares at an issue price of Rs. 128 per share, raising a total of ^27,52,00,000. This price included a face value of ^10 and a premium of ^118 per share. The equity shares of the Company got listed on NSE Emerge platform on 14 th November, 2025.
Consequently, at the end of the reporting period, the total issued, subscribed and paid-up equity share capital of the Company stood at ^8,08,44,340/- (Rupees Eight Crores Eight Lakhs Forty-Four Thousand Three Hundred and Forty only) , comprising 80,84,434 equity shares of ^10/- each .
| Issued, subscribed and Paid-Up Capital (in Rs.) | ^ 8,08,44,340 /- |
Further, the Company has not bought back any of its securities or has not issued any Sweat Equity Shares or has not provided any Stock Option Scheme to the employees during the year under review
SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:
I. As on 31 st March, 2026, the Company does not have any Subsidiaries, Associates and joint ventures company as per Companies Act, 2013.
A. loint Venture - Curosan Pharmaceuticals. Nigeria
During the year under review, Curis Lifesciences Limited (Curis or the Company) , in
collaboration with M/s. Eurosun Pharmaceuticals (Eurosun) , entered into a Joint Venture Agreement for establishing and developing a pharmaceutical business in the Federal Republic of Nigeria .
Pursuant to the said arrangement, Curis and Eurosun have jointly established Curosan Pharmaceuticals in Nigeria as a joint venture entity, with the objective of undertaking the registration, marketing, distribution and sale of pharmaceutical products in the Nigerian market.
The joint venture is intended to leverage the respective capabilities of the parties, with Curis contributing its expertise in pharmaceutical product development, formulation, manufacturing and supply, and Eurosun contributing its experience in the Nigerian market, including regulatory coordination, product registration, market development, marketing and distribution.
The principal objective of the joint venture is to facilitate the registration and commercialisation of the Companys pharmaceutical products in Nigeria and to develop the Companys own-brand pharmaceutical business in the Nigerian market, subject to obtaining the requisite regulatory approvals.
The Joint Venture Agreement was approved by the Board of Directors at its meeting held on 24 December 2025 , and the requisite disclosure was made to the National Stock Exchange of India Limited in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .
During the year under review, the Company and its joint venture partner progressed with the regulatory and product registration process in Nigeria. The Company proposes to commercialise its pharmaceutical products in the Nigerian market upon obtaining the requisite regulatory approvals and fulfilment of applicable statutory and regulatory requirements.
After the closure of the year, on 13 th August, 2026, the Company has made a investment in Curosun Pharmaceutical Nig Ltd (the Investee Company), a company incorporated in Nigeria, by acquiring Ordinary shares equivalent to 49.95% of the Investee Company
B. Uninova Lifesciences Private Limited- Subsidiary Company
The Board of Directors of the Company, at its meeting held on 28 March 2026 , approved the acquisition of 51% of the equity share capital of Uninova Lifesciences Private Limited (ULPL) .
Pursuant thereto, the Company entered into a Share Purchase Agreement (SPA) dated 27 March 2026 with Uninova Lifesciences Private Limited, its shareholders, Mr. Aditya Sandip Modi and Ms. Ashvi Hitendra Shah , for the acquisition of 51% of the equity share capital of ULPL. The acquisition is to be completed within 30 days from the date of execution of the SPA, subject to fulfilment of the terms and conditions stipulated therein.
Pursuant to the terms of the SPA, an advance of ^20,65,600/- towards the acquisition of 1,53,000 equity shares at ^13.50 per share was paid to Mr. Aditya Modi and Ms. Ashvi Shah, being the shareholders of ULPL.
As at 31 March 2026 , the acquisition process was in progress. Subsequently, on 6 April 2026 , the shares of ULPL were transferred by its shareholders to Curis Lifesciences Limited in accordance with the terms and conditions of the SPA . Consequently, Uninova Lifesciences Private Limited became a subsidiary of Curis Lifesciences Limited with effect from 6 th April 2026 .
RELATED PARTY DISCLOSURES :
During the year transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as Annexure II .
CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION :
There has been no change in Memorandum and Articles of Association of the Company.
BOARD MEETINGS :
During the financial year, Thirteen (13) meetings of the Board of Directors were held. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
| Sr. No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1. | 03.04.2025 | 6 | 6 |
| 2. | 15.04.2025 | 7 | 7 |
| 3. | 15.05.2025 | 7 | 7 |
| 4. | 19.06.2025 | 7 | 7 |
| 5. | 27.06.2025 | 7 | 7 |
| 6. | 21.09.2025 | 7 | 7 |
| 7. | 28.10.2025 | 7 | 7 |
| 8. | 30.10.2025 | 7 | 7 |
| 9. | 11.11.2025 | 7 | 7 |
| 10. | 12.11.2025 | 7 | 7 |
| 11. | 04.12.2025 | 7 | 7 |
| 12. | 24.12.2025 | 7 | 7 |
| 13. | 28.03.2026 | 7 | 7 |
LISTING OF SHARES:
It gives your directors immense pleasure to inform you that during the financial year under review, the Company successfully completed its Initial Public Offering (IPO) and listed its Equity Shares on the SME Platform of National Stock Exchange of India Limited (NSE Emerge) .
The IPO comprised a Fresh Issue of 21,50,000 Equity Shares of face value of ^10/- each at an issue price of ^128/- per Equity Share , aggregating to ^27,52,00,000/- (Rupees Twenty-Seven Crores Fifty-Two Lakhs only) .
The issue opened for subscription by Anchor Investors on 6 November 2025 and for other investors from 7 November 2025 to 11 November 2025 . The Equity Shares of the Company were listed and admitted to dealings on the NSE Emerge Platform with effect from 14 November 2025 under the Scrip Symbol CURIS and ISIN: INE1BZN01016 .
The successful completion of the IPO and listing of the Companys Equity Shares marks a significant milestone in the Companys growth journey. The listing has strengthened the Companys capital base, enhanced its visibility in the capital marke l ype textneres shareholder base. The Board of Directors places on record its sincere appreciation to the regulatory authorities, stock exchange, merchant bankers, registrars, other intermediaries and investors for their support and contribution towards the successful completion of the IPO and listing process.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
i) That in the preparation of the annual accounts for the financial year ended 31 st March 2026, as per the applicable accounting standards have been followed and that there were no material departures.
ii) That the Directors had 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 the affairs of the company at the end of the financial year and of the profit of the company for the year under review.
iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity.
iv) That the Directors have prepared the annual accounts for the year ended 31 st March 2026 on a going concern basis.
v) 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.
vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
CHANGES IN REGISTERED OFFICE ADDRESS:
There has been no changes in the address of registered office of the company.
DEPOSITS :
During the year under review, your Company has not accepted or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.
SECRETARIAL AUDIT:
Pursuant to provision of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the Company on recommendation of Audit Committee, at their meeting held on 28 th March, 2026, had appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report issued in form MR-3 by M/s Sachin Thakkar and Associates, Company Secretaries in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2026, is annexed as Annexure-IH .
There are some observations of the secretarial auditor and below mentioned are the observations and managements remark on the same:
| Sr. No. | Observations of the Secretarial Auditor | Managements Remarks |
| 1. | The Company had delays in filing certain statutory forms, namely Form CHG-4 by 10 days, Form CHG-1 by 6 days, Form MGT-14 relating to approval of financial statements and Boards Report by 17 days and F orm MGT-14 relating to regularisation of Ms. Dhruvi Kapadia as Independent Director by 19 days . | The delays were inadvertent and primarily attributable to technical/system-related issues encountered on the MCA portal, including DSC verification and related filing issues . The delays were minor in nature and the respective forms were subsequently filed. The Company has taken note of the observations and shall endeavour to ensure timely compliance with the applicable statutory filing requirements in future. |
| 2. | Form AOC-4 for FY 2024-25 was not filed as on the date of audit. | The Company proposes to file Form AOC-4 for FY 2024-25 under the Companies Compliance Facilitation Scheme, 2026 (CCFS) within the prescribed timeline, i.e. on or before 15 September 2026, and it shall endeavour to ensure timely statutory compliance in future. |
| 3. | Form MGT-7 for FY 2024-25 was filed with a delay of 278 days. | The delayed filing of Form MGT-7 for FY 2024-25 was subsequently completed under the Companies Compliance Facilitation Scheme, 2026 (CCFS) and as on date it is NOT PENDING . The Company has taken note of the delay and shall endeavour to ensure timely statutory compliance in future. |
| 4. | Form DPT-3 was not filed for FY 2024-25 and FY 2025-26. | The non-filing of Form DPT-3 for FY 2024-25 and FY 2025-26 was due to an inadvertent oversight . The Company has taken note of the same and has strengthened its internal compliance monitoring mechanism to ensure timely compliance with the applicable statutory requirements and avoid recurrence of such instances in future. |
| 5. | Biocare Formulation is an entity over which the | The transaction has been duly considered and |
INTERNAL AUDIT:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, and the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company on the recommendation of the Audit Committee, at their meeting held on 28 th March, 2026 had appointed M/S. NGST & Associates as Internal Auditors to conduct Internal Audit for the financial year 2025-26.
DIRECTORS AND KEY MANAGERIAL PERSONNELfKMPs):
The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.
The Directors on the Board have experience in the field of manufacturing, accounts, finance, legal, statutory compliance. None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as at March 31, 2026.
COMPOSITION OF BOARD AND KMP:
| Sr. No. | Name of Director/KMP | Designation |
| 1. | Mr. Siddhant layantibhai Pawasia | Director |
| 2. | Mr. Piyush Gordhanbhai Antala | Whole-time director |
| 3. | Mr. Jaimik Mansukhlal Patel | Whole-time director |
| 4. | Mr. Dharmesh Dasharathbhai Patel | Managing Director & Chairman |
| 5. | Ms. Grishma A Shewale | Independent Director |
| 6. | Ms. Dhruvi Shyam Kapadia | Independent Director |
| 7. | Mr. Chand Rameshbhai Kanabar | Independent Director |
| 8. | Mr. Nikhil Purohit | Company Secretary |
Following changes in were held during the financial year in composition of Board of Directors and KMP of the company:
• Ms. Dhruvi Shyam Kapadia was appointed as Additional Independent Director by passing Board Resolution dated in Board Meeting dated 3 rd April 2025.
• Regularization of appointment of Ms. Dhruvi Shyam Kapadia and change in designation from Additional Independent Director to Independent Director, by passing Special Resolution in Extra Ordinary General meeting dated 28 th April, 2025.
After the closure of the year, following changes in were held in composition of Board of Directors and KMP of the company:
• Ms. Dhruvi Shyam Kapadia resigned from the post of Independent Director on 31 st March, 2026 with the resignation being effective from 1 st April, 2026 due to professional commitments.
| Directors/KMP of the Company and/or their relatives are able to exercise significant influence/control, directly or indirectly, and the Company had taken and provided a loan to the said entity during the financial year. | disclosed in the financial statements in accordance with the applicable provisions of the Companies Act, 2013. Further, as reported by the Statutory Auditors, the Company has complied with the applicable provisions of Sections 73 to 76 and Section 185 and Section 186 of the Companies Act, 2013 relating to acceptance of deposits. Accordingly, no non-compliance/violation has been reported by the Statutory Auditors in this regard . |
• Mr. Chand Rameshbhai Kanabar resigned from the post of Independent Director on 3 rd July, 2026, with the resignation being effective from 3 rd July, 2026, due to professional commitments.
• Mr. Devabhai Hamirbhai Jadeja was appointed as Additional Independent Director by passing Board Resolution dated 13 th July, 2026.
• Mr. Nikhil Purohit resigned from the position of Company Secretary of Curis Lifesciences Limited with effect from 3rd September 2026.
DIRECTOR RETIRE BY ROTATION:
In accordance with the provisions of the companies Act, 2013 and the articles of the association of the company, Mr. Jaimik Mansukhlal Patel, Director retires by rotation at the forthcoming 10 th Annual General meeting and being eligible, offers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013, along with in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii) (a) of the Companies (Accounts) Rules, 2014.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.
MANAGEMENT DISCUSSION & ANALYSIS :
In terms of Regulation 34(2)(e) of the Listing Regulations, 2015, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as Annexure-IV .
DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) READ WITH RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employees has received remuneration exceeding the limit as stated in Rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of the top 10 employees of the Company in terms of the remuneration withdrawn in the Financial Year 2025-26 annexed herewith as Annexure V .
COMMITTEES OF THE BOARD:
The company has constituted following committees as per the companies Act, 2013:
A. AUDIT COMMITTEE:
Your Company has in accordance with the Section 177 of the Companies Act, 2013, has constituted the Audit Committee.
The Composition of Audit Committee as on 31 st March 2026:
| Name of Director | Designation in the Committee | Designation |
| Ms. Grishma A Shewale | Chairperson | Non-Executive Independent Director |
| Mr. Chand Rameshbhai Kanabar | Member | Non-Executive Independent Director |
| Mr. Dharmesh Dasharathbhai Patel | Member | Managing Director |
| Ms. Dhruvi Shyam Kapadia | Member | Non-Executive Independent Director |
The Audit Committee Constitution is available on the website of the company at https://curisls.com/
The Audit Committee meetings of the Company were held on 15.04.2025, 19.06.2025, 28.10.2025, 04.12.2025 and 28.03.2026 during the financial year under review.
B . NOMINATION AND REMUNERATION COMMITTEE:
Your Company has in accordance with the Section 178 of the Companies Act, 2013, has constituted the Nomination and Remuneration Committee.
The Composition of Nomination and Remuneration Committee as on 31 st March 2026:
| Name of Director | Designation in the Committee | Designation |
| Mr. Chand Rameshbhai Kanabar | Chairman | Non-Executive Independent Director |
| Ms. Grishma A Shewale | Member | Non-Executive Independent Director |
| Ms. Dhruvi Shyam Kapadia | Member | Non-Executive Independent Director |
The Nomination and Remuneration Committee Constitution and policy is available on the website of the company at https://curisls.com/ .
The Nomination and Remuneration Committee meetings of the Company was held on 03.04.2025 during the financial year under review.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has in accordance with the Section 178 of the Companies Act, 2013, has constituted the Stakeholders Relationship Committee.
The Composition of Stakeholders Relationship Committee as on 31 st March 2026:
| Name of Director | Designation in the Committee | Designation |
| Mr. Chand Rameshbhai Kanabar | Chairman | Non-Executive Independent Director |
| Ms. Grishma A Shewale | Member | Non-Executive Independent Director |
| Ms. Dhruvi Shyam Kapadia | Member | Non-Executive Independent Director |
The Stakeholders Relationship Committee Constitution is available on the website of the company at https://curisls.com/
The Stakeholders Relationship Committee meetings of the Company was held on 10.02.2026 during the financial year under review.
BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE:
Pursuant to the provisions of Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
AUDITORS:
Statutory Auditors: -
Pursuant to the provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s B. T. VORA & CO Chartered Accountants having registration number FRN: 123652W, appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this Annual general meeting to the conclusion of the annual general meeting of the company to be held for the financial year ended on 31 st March, 2029.
The Notes to the financial statements referred in the Auditors Report are self-explanatory.
Qualification given by statutory Auditors and remarks on the same from the management are given hereunder:
(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax (GST), Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of GST, Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues were in arrears as at 31 st March, 2026 for a period of more than six months from the date they became payable except for the following:
| Name of Statue | Type of Government Authority | Amount (Rs.) In lacs | Period to which the amount relates | Due Date | Date of payment | Remarks if any |
| Professional Tax Act | Local Authority | 1.00 | FY 2019-20 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.19 | FY 2020-21 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.51 | FY 2021-22 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.37 | FY 2022-23 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.55 | FY 2023-24 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.78 | FY 2024-25 | Various Due dates | Unpaid | Unpaid |
| Professional Tax Act | Local Authority | 1.71 | FY 2025-26 | Various Due dates | Unpaid | Unpaid |
(b) According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees State Insurance, Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been deposited by the Company on account of disputes, except for the following:
| Name of Statue | Nature of Dues | Forum where dispute is pending | Period to which amount relates | Amount in Rs. (In lacs) |
| Employees Provident Fund and Misc. Provisions Act, 1952 | Employees And Employers Contribution to Provident Fund | Appellate Forum | June-2018 to January- 2022 | 20.52 |
Management remark
The Company is actively consulting with its tax consultant and PF consultant to address the matter and is committed to settling all pending dues at the earliest. To ensure timely compliance in the future, improved systems and controls have been implemented.
There are no other qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.
During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors Report.
DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employees has received remuneration exceeding the limit as stated in Rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively. The Internal audit department also reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee.
RISK MANAGEMENT POLICY:
In todays economic environment, Risk management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Companys risk management is embedded in the business processes and thereby reduces the risk to its possible extent.
The Board and Audit committee periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.
Further, almost all the business operations are being carried out directly under the supervision and control of the directors leaving no scope of any fraud or irregularities.
The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.
PREVENTION OF INSIDER TRADING :
Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons [Pursuant To SEBI (Prohibition of Insider Trading) Regulations, 2015]and said policy is available on companys website and can be assessed at https://ci]risls.com/wp-content/i]ploads/D.-Code-of-Condi]ct-I IPSI-1.pdf .
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL). ACT 2013 :
The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. 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 and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review:
a) number of complaints of sexual harassment received - 0
b) number of complaints disposed off during the year - 0
c) number of cases pending for more than ninety days - 0
STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT. 1961.
The Company has complied with all the provisions of the Maternity Benefit Act; 1961, and its subsequent amendments. The Company has established all necessary policies and procedures to ensure that any eligible female employee would receive the benefits mandated by the Act. During the period under review, no female employee of the company was eligible for or has availed of maternity benefits under the said Act. Consequently, no such benefits were provided.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Vigil Mechanism / Whistle Blower Policy for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://curisls.com/policies/ .
CORPORATE SOCIAL RESPONSIBILITY:
The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amounts for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
WEBSITE :
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely https://curisls.com / containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
LOANS. GUARANTEES OR INVESTMENTS IN SECURITIES:
During the year ended 31 st March, 2026, company has not given any Loans, Guarantees and/or made any Investments covered within the limits as specified under the provisions of Section 186 of the Companies Act, 2013.
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:
1. loint Venture - Curosan Pharmaceuticals. Nigeria
During the year under review, the Company entered into a Joint Venture Agreement with M/s. Eurosun Pharmaceuticals for establishing and developing a pharmaceutical business in Nigeria. Pursuant to the said arrangement, the Company and Eurosun jointly established Curosan Pharmaceuticals in Nigeria. The joint venture is intended to facilitate the registration, marketing, distribution and commercialisation of the Companys pharmaceutical products in the Nigerian market and to support the Companys expansion into international markets.
After the closure of the year, on 13th August, 2026, the Company has made investment in Curosun Pharmaceutical Nig Ltd (the Investee Company), a company incorporated in Nigeria, by acquiring Ordinary shares equivalent to 49.95% of the Investee Company
2. Acquisition of Uninova l.ifesciences Private Limited
The Board of Directors, at its meeting held on 28 March 2026 , approved the acquisition of 51% of the equity share capital of Uninova Lifesciences Private Limited (ULPL) . Pursuant thereto, the Company entered into a Share Purchase Agreement dated 27 March 2026 with ULPL and its shareholders, Mr. Aditya Sandip Modi and Ms. Ashvi Hitendra Shah , for acquisition of the said shares, subject to fulfilment of the terms and conditions stipulated therein.
An advance of ^20,65,600/- towards acquisition of 1,53,000 equity shares at ^13.50 per share was paid to the shareholders of ULPL. Upon completion of the share transfer in accordance with the terms of the Share Purchase Agreement, ULPL will become a subsidiary of the Company.
On 6 April 2026 , the shares of ULPL were transferred by its shareholders to Curis Lifesciences Limited in accordance with the terms and conditions of the SPA . Consequently, Uninova Lifesciences Private Limited became a subsidiary of Curis Lifesciences Limited with effect from 6 th April 2026 .
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS :
No such orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.
COPY OF ANNUAL RETURN:
The draft Annual Return as on March 31, 2026, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https://curisls.com/ and forms integral part of this Annual Report.
MAINTENANCE OF COST RECORDS :
The Company is not required to maintain all cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 :
There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016, which materially impact the Business of the Company.
INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATIONS:
To enhance transparent communication and proactively engage with stakeholders, the Company has appointed Finportal Investments Private Limited as its official Investor Relations Agency with effect from 5 th December, 2025.
In line with this, a dedicated email channel has been established for tracking and resolving all investor-related queries, concerns, or requests:
• Designated Email ID: ir@curisls.com
• Official Website Portal: https://curisls.com/
Shareholders are requested to direct all future correspondence regarding investor matters to the above-mentioned email address.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and value creation.
INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.
During the year under review, the Company not received any investors complaint.
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 ALONG WITH THE REASONS THEREOF:
During the financial year under review, no one-time settlement was entered into with any bank or financial institution. Accordingly, the disclosure requirement under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, is not applicable.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. ACKNOWLEDGEMENT :
Your directors place on records their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.
The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.
DATE: 07/09/2026 PLACE: SANAND
FOR CURIS LIFESCIENCES LIMITED
| sd/- | sd/- |
| (SIGNATURE) | (SIGNATURE) |
| JAIMIK MANSUKHLAL PATEL | DHARMESH DASHARATHBHAI PATEL |
| WHOLE-TIME DIRECTOR | MANAGING DIRECTOR AND CHAIRMAN |
| DIN: 07371003 | DIN: 07371033 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.