Infinium Pharmachem Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 21^st Boards Report of Infinium Pharmachem Limited (the Company) for the year ended on March 31,2025 (period under review).

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

(Rs. in Lakhs)

	Standalone Basis		Consolidated Basis
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Gross Total Income / Gross Receipt	13691.63	12235.77	15570.92	13565.88
Profit Before Interest & Depreciation	1728.45	1901.05	1853.63	2003.51
Profit Before Interest & Depreciation	269.573	174.08	367.19	215.71
Profit Before Depreciation & Taxation	1458.87	1726.97	1486.43	1787.8
Less: Depreciation	298.31	240.94	329.45	266.79
Profit After Depreciation Before Tax	1160.56	1486.03	1156.98	1521
Less: Current Income tax	309.87	367.14	370.39	369.01
Previous Year Adj of Income Tax	15.44	(1.80)	15.52	(1.80)
Deferred tax Assets/ Liability (-)	(11.62)	11.35	(13.22)	3.49
Net Profit After Tax	846.88	1109.33	784.29	1150.29
APPROPRIATIO NS	-	-	-	-
Tax on Proposed Dividend	0	0	0	0
Transfer to General Reserve	0	0	0	0
Balance Carried Forward to Next Year	846.88	1109.33	784.29	1150.29

2. STATE OF THE COMPANYS AFFAIRS & FUTURE PROSPECTS:

Highlights of Standalone Performance:

During the year under review, the Company has reported Net Revenue from Operations Rs. 1369163.82 thousand as compared to Rs. 122,35,77.25 thousand FY 2023-24. The Company has reported Earnings After Tax to Rs.84688.22 thousand in FY 2024-25 from Rs.110933.04 thousand in FY 2023-24.

Highlights of Consolidated Performance:

During the year under review, the Company has reported consolidated Net Revenue from Operations of Rs. 1557092.32 thousand as compared to Rs. 1356588.32 thousand FY 202324.

The Company has reported Earnings After Tax to Rs. 78429.45 thousand in FY 2024-25 from Rs.115029.47 thousand in FY 2023-24.

Status on expansion and workings of the Company:

We are pleased to inform you that the expansion cum modernization of our iodine derivatives manufacturing facility at Plot Nos. 37-39, GIDC Sojitra, District Anand, Gujarat, has been completed. Following this expansion, the installed production capacity increased to 1,800 MT per annum, significantly reinforcing our production capabilities.

Further the Company has added a new product IOHEXOL (API) to its Product Portfolio and all the necessary approvals have been obtained from the concerned authorities.

We are delighted to share that the Company has officially commenced construction of its new facility dedicated to the manufacturing of contrast media raw materials. The groundbreaking ceremony took place on July 6, 2024, at Plot No. 1, GIDC Sojitra, District Anand, Gujarat.

Spanning an area of 1,114 square meters, this project represents a strategic expansion for the Company and is expected to play a pivotal role in enhancing our revenue and strengthening our presence in the pharmaceutical sector.

3. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

4. DIVIDEND:

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

Since the closure of the financial year on March 31, 2025, there have been no changes that materially affect the financial position of the Company.

However, the Company has entered into an exclusive 5-year distribution agreement with K. Sakai & Company Limited, a renowned Japanese chemical distribution Company with a legacy spanning over a century. We believe this strategic alliance will contribute meaningfully to our longterm growth and global market reach.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31,2025, is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 is Rs. 15,58,31,200 /- (Rupees Fifteen Crores Fifty-Eight Lakhs Thirty-One Thousand Two Hundred Only) consisting of 1,55,83,120 (One Crore Fifty-Five Lakhs Eighty-Three Thousand One Hundred and Twenty Only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the paid-up capital has increased by way of further Issue of 16,67,000 (Sixteen Lakh Sixty-Seven Thousand only) Equity Shares of the Company of face value of Rs.10/- (Rupee Ten Only) each issued on preferential issue basis at a price of Rs.246.57/- (Rupees Two Hundred Forty-Six and Fifty-Seven Paisa only) each (including premium of Rs. 236.57/- per share) each payable in cash, aggregating upto Rs. 41,10,32,190.00 (Rupees Forty-One Crore Ten Lakh Thirty-Two Thousand One Hundred and Ninety Only).

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has following subsidiaries, associates and Joint ventures:

Sr. No. Name	Subsidiary/ Associate/Joint Venture	Holding	Main object
1. Shanghai Tajilin Industrial Co. Ltd	Foreign Joint Venture Subsidiary (JV Company)	51%	International Trade of Chemicals, Pharmaceuticals and other products mainly between but not limited to India and China.
2. Infinium Green Energy Private Limited	Subsidiary Company	51%	Manufacture, production, sale, purchase, import, export, development, storage, accumulation, or otherwise dealing in Bio Coal, Bio Gas, Bio Energy, agro waste briquettes, white coal and Biomass Briquettes and other products related to renewable energy and non-conventional sources of energy from agricultural Cellulosic, waste including hemicellulose waste, other waste, recycling material or from any sources of energy and related products.
3. Infinium Healthcare Private limited	Subsidiary Company	51%	To carry on the business, in India or abroad, of manufacturing, trading, importing, exporting, distributing, and marketing all types of pharmaceutical products, including formulations, bulk drugs, medicines (allopathic, ayurvedic, homeopathic, etc.), healthcare and wellness products, cosmetics, personal care items, medical consumables, and nutritional supplements?for human and veterinary use.
4. IBL Elements INC, USA	Step- down Subsidiary	50% of IHPL	To extract iodine from salt water, ensuring the purity level of brine water, and purification of wastewater during mineral extraction.

Details of the said Subsidiary Company and Joint Venture are mentioned in Annexure A (Form AOC-1) annexed to this report.

9. STATUTORY AUDITOR & AUDIT REPORT

Ashok Rajpara & Co., (FRN 153195W) has been appointed as the Statutory Auditor of the Company from the Financial Year 2022-23 to 2026-27 i.e. for the period of 5 years.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

10. SECRETARIAL AUDITOR:

The Board had appointed M/s. RTBR & Associates, Ahmedabad a firm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2025-26.

The report of the Secretarial Auditor is annexed to this report as Annexure B. The report does not contain any qualifications.

11. REPORTING OF FRAUD, COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER:

There are no qualifications, reservations or adverse remarks or disclaimer in the Auditors Report. Therefore, the Board has not commented on the same.

12. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

There has been no change in the Key Managerial Personnel during the year under review.

13. DEPOSITS:

The Company has not invited / accepted any deposits from the public during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

Infinium Pharmachem Limited has always been a frontrunner in continually improving its operational performance in all areas, like productivity, yield, utilization and a host of other operating metrics, while reducing the consumption of fuel, power, stores and others. This is done by adopting an approach of continual improvement of process metrics across all energy consuming facilities.

The Company is continuously putting its efforts to improve Energy Management by monitoring energy related parameters on a regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of the Energy Management System. It is putting its best effort to reduce energy consumption in its operations and activities.

(i)	The steps taken or impact on conservation of energy.
(i)	The Company places strong emphasis on energy conservation as a key part of its operational strategy. Reducing energy consumption remains an ongoing focus, with continuous efforts directed towards improving energy efficiency across all processes. As part of these initiatives, the Company has begun utilizing bio-coal as an alternative to conventional energy sources. This transition not only supports our commitment to sustainable practices but has also resulted in a notable reduction in power consumption costs.
	The steps taken by the Company for utilizing alternate sources of energy;
	Following are the steps taken by the Company:
(ii)	Companys subsidiary Infinium Green Energy Private Limited, has manufactured 5000 metric tons of bio coal from agro waste during this year. Which is a supportive step in the governments determination to double farmers income. And also, the replacement of gas fuel is completely alternative energy regeneration. By using this fuel as a substitute for gas consumption, it has managed to reduce the cost of fuel by almost half. In the coming years, Infinium Green Energy is committed to double its production i.e. to 10000 metric tons.
(iii)	The capital investment on energy conservation equipments: Nil

(B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption;	Nil
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year);	Nil
(iv) The expenditure incurred on Research and Development;	The Company is Fully Equipped with the Research and Development Facilities and Constantly Engaged in Developing Products as Per Specification of the Customers. The Company is Updating Manufacturing process of the existing Products Leading to reduction in Process Time and Cost of Production and Also in developing Products.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Thousand)

Foreign Exchange Earnings	374130.29
Foreign Exchange Outgo	899291.4

15. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company. The link for the same is https://infiniumpharmachem.com/.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review, there was no contract or arrangements made with the related parties as defined under Section 188 of the Companies Act, 2013. However, the Company has made commercial transactions with its Subsidiaries, on an arms length basis in the ordinary course of its business. Details of the same are mentioned in Annexure C (Form AOC-2) annexed to this report.

17. BUSINESS RISK MANAGEMENT:

In todays economic environment, Risk Management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your Company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company remains steadfast in its commitment to social responsibility, consistently directing its resources and initiatives toward causes that foster positive social, ethical, and environmental outcomes. Through a range of Corporate Social Responsibility ("CSR") activities, the Company has actively contributed to societal well-being and continues to create enduring value for the community.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2025, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure D.

19. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 06 (Six) Board Meetings were held during the Financial Year ended March 31,2025. The maximum gap between any two Board Meetings was less than one 120 days.

Sr. No.	Date of Board Meeting	No. of Directors Present
1	29.05.2024	6
2	07.06.2024	6
3	02.09.2024	6
4	01.10.2024	6
5	14.11.2024	4
6	11.03.2025	6

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31,2025, and of the profit and loss of the Company for that period.

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

(d) The Directors had prepared the annual accounts on a going concern basis.

(e) Proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

22. POLICY ON NOMINATION AND REMUNERATION (NRC):

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in a competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/ Independent Director

6) Carry out evaluation of every directors performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors

7) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed.

23. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings.

ii. Quality of contribution to Board Deliberations.

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has given advances to its Subsidiary Company during the period under review and the said advances are within the limits sanctioned/approved by the members of the Company at the Extra-Ordinary General Meeting held on 06.07.2024.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Companys operations in future.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companys internal control procedures which include internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations.

27. MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial Year 2025-26.

28. PARTICULARS OF EMPLOYEE:

None of the employees has received remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure E.

29. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING, IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

30. 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 period under review, there was no instance of one-time settlement with any Bank / Financial Institution. Hence, the disclosure relating to the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

During the period under review, the Company has complied with Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

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

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

Number of complaints of Sexual Harassment received in the Year- NIL Number of Complaints disposed-off during the year- NIL Number of cases pending for more than ninety days- NIL

The Company had also organized POSH Training Session at its factory on 04th January 2025 where following points were discussed, and training was imparted to the employees:

1. Overview of POSH Act and its importance.

2. Roles & Responsibilities of Employees & Employers.

3. Complaint Redressal Mechanism.

4. Case Studies & Group Discussion.

33. AUDIT COMMITTEE:

Sr. No. Name of Committee Members	DIN	Designation in Committee Chairman /	Designation in the Company
1 KEYUR JAGDISHCHANDR A SHAH	3111182	Chairman	Independent Director
2 MITESH LAVJIBHAI CHIKHALIYA	3342934	Member	Executive Director
3 TARUN RATILAL DOBARIYA	7554597	Member	Independent Director
4 VAISHAKHI AMBRISHBHAI SHUKLA	9738364	Member	Independent Director

The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board.

34. CORPORATE GOVERNANCE REPORT:

The Company being listed on the SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of submission of Report on Corporate Governance is given in Annexure F.

35. LISTING OF SECURITIES:

The equity shares of the Company are listed on NSE emerge platform with security ID/symbol of INFINIUM. The ISIN for equity shares is INE0MRE01011. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2025-26 have been paid.

36. INTERNAL AUDITORS:

The Board of Directors at their meeting held on May 28, 2025 appointed Mr. Piyush P Sutrariya & Co., Chartered Accountant as internal auditor for the Financial Year 2025-26.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure - G to the Directors Report.

38. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

39. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure H.

41. ACKNOWLEDGMENT:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the customers, employees, banks, Government authorities, vendors, consultants and members during the year under review.

By Order of the Board of Directors,
For, Infinium Pharmachem limited
Sanjaykumar Viththalbhai Patel	Pravin Madhani
DIN - 00370715
Managing Director	D I N : 00370791
Place: Anand Date: 21st August ,2025	Director