Ishita Drugs & Industries Ltd Directors Report

Dear Shareholders,

We have pleasure in presenting the Thirty-Second (32 ) Annual Report together with the Audited Financial

Statement for the Financial Year ended 31 March,2025.

FINANCIAL RESULTS

The nancial performance of the Company for the nancial year ended 31 March, 2025 is summarized below:

in Lacs

	For the year ended 31.03.2025	For the year ended 31.03.2024
Turnover & other incomes	1533.30	1546.78
Operating gross pro t	133.72	118.88
Financial Charges	(7.22)	(8.98)
Depreciation	(10.98)	(11.17)
Pro t before tax & after	115.51	98.73
exceptional items
Provision for Income Tax	(29.50)	(24.00)
Provision for Deferred Tax	0.79	0.12
Net pro t / loss (-)	86.81	74.85

REVIEW OF BUSINESS OPERATIONS & FINANCIAL

PERFORMANCE

In line with the general trends in the Indian economy, the total revenue of the Company decreased marginally from 1546.78 lakh in previous year to 1533.30 lakh during the year under review, a decrease of about 0.87%. Despite the slight dip in total revenues, the operating pro ts of the Company increased by nearly 12.47% from 118.88 lakh in the previous year to 133.71 lakh during the year under review, largely on account of subdued raw material prices.

The increased operating pro ts have led to higher net pro ts for the company at 86.81 Lakh in the year under review compared to 74.85 lakh in the previous year, an increase of about 15.98%. The Board is pleased to report that this is the highest ever net pro t earned by the Company.

FUTURE OUTLOOK

The Indian pharmaceutical industry, especially the SME sector, faces a major challenge to upgrade and comply with the Revised Schedule M, as noti ed by the Govt. of India. During the year under review, the Govt. had extended the timeline to comply with Revised Schedule M to December 31, 2025, subject to ling an online application for the extension. Your company has led the requisite application in the current year.

During the year under review, the Company appointed an experienced consultancy rm to advise on the technical aspects of the planning and implementation of this upgradation. With the guidance and advice of the consultancy rm, the Company nalized the design and layout of the upgraded facility, which has also been approved by the concerned regulatory authority, during the year under review.

The implementation work has already been started by the Company, as per the approved plan, in the current year. This will involve dismantling of some old production areas, construction of new buildings, purchase and installation of many new equipment, utilities etc. Due to this, there may be some disruption to production during the current year.

The Company may have to raise debt to partially fund this major upgradation project. However, the Company has adequate built-up reserves and liquidity for its operational needs.

Once the facility is upgraded, the Company would be able to introduce newer products as also start exporting to semi-regulated / regulated markets. This would provide a great impetus to its growth, both in revenues as well as pro ts.

SHARE CAPITAL

There is no change in the share capital of the Company. During the year under review, the Authorised Share Capital of the Company is 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty lakhs) Equity Shares of 10/- (Rupees Ten) each.

st

The Paid-up Capital of the Company as on 31 March, 2025 remains the same at 2,99,03,000/- (Rupees Two Crores Ninety-Nine Lakhs Three Thousand Only) divided in to 29,90,300(Twenty-Nine lakh Ninety Thousand Three hundred) Equity share of 10/- (Rupees Ten Only) each.

DIVIDEND

Keeping in view the need of funds for the upgradation of the

manufacturing facility as per Revised Schedule M, the Board

st

has not recommended any dividend for the year ended 31

March, 2025.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS

The Company has adequate and effective internal controls to provide reasonable assurance on achievement of its operational, compliance and reporting objectives. The Internal Financial Controls of the Company encompasses the policies, standard operating procedure manuals, and risk & control measures adopted by the Company for ensuring the orderly and ef cient conduct of its business and support functions, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record.

DETAILS OF SUBSIDIARY/JOINT VENTURES

/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Joint Venture or Associate Company.

DEPOSITS

During the year ended March 31, 2025, the Company has not accepted any public deposits and as such, no amounts on account of principal or interest on public deposits were outstanding as on the date of the Balance Sheet.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT 9 shall form part of the Boards report and is set out as Annexure A to this Report.

DISCLOSURES RELATING TO MANAGERIAL

REMUNERATION

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure B to this report. Company does not have any employee, who was in receipt of remuneration in excess of limits speci ed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any amendments if any thereof, Company proposes to appoint, M/s Jaymin Shah & Associates, Chartered Accountants (FRN: 129406W) as Statutory Auditors of the

Company, for the period of one year i.e., from the conclusion nd rd of this (32 ) AGM till the conclusion of next (33 ) AGM of the Company.

The Auditors Report on the nancial statements for the nancial year 2024-25 does not contain any quali cation, reservation, or adverse remarks. The remarks made in the Auditors report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to the provision of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Meenu Maheshwari & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company.

Secretarial Audit Report given by Ms. Meenu Maheshwari, Practicing Company Secretary [COP No. 8953] is set out as Annexure C and Certi cate of Non disquali cation of Directors as Annexure D to this Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark or disclaimer.

In terms of Regulation 24A of SEBI Listing regulations, the Company proposes to appoint Ms. Meenu Maheshwari & Associates, (Peer Reviewed Certi cate No: 1086/2021) Company Secretary in Practice (COP No. 8953 FCS No.

7087), as the Secretarial Auditor of the Company to hold of cefor a period of Five consecutive years from the conclusion of this 32 Annual General Meeting (AGM) until the 37 AGM of the Company. The Board of Directors recommends the appointment of M/s. Meenu Maheshwari & Associates as the Secretarial Auditor of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards speci ed by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

NUMBER OF BOARD MEETINGS CONDUCTED

DURING THE YEAR

During the year under review, 4 (Four) meetings of the Board of Directors were held. Details on Composition of the Board and its Committees, including the dates and terms of reference is provided in the Corporate Governance Report which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There are no such material changes and commitments, affecting the nancial position of the Company which has occurred between the end of the nancial year ended March 31, 2025 and the date of report.

PARTICULARS OF EMPLOYEE

There are no employees employed by the Company throughout the nancial year or for a part of the nancial year who were drawing remuneration above the limits provided in section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore there are no details required to be given in the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a. M Abha Agrawal [DIN: 01589479]:In accordance with the provisions of Section 152 of the Act, M Abha Agrawal, Non -executive Director, retires by rotation, and being eligible, has offered herself for reappointment. The Board has recommended her reappointment. b. Mr. Arvind Vilasrao Sapkal [DIN: 08607096]:On the basis of the recommendation of Nomination and Remuneration Committee, Board of Directors of the Company have approved the re-appointment of Mr. Arvind Sapkal, as a Non- Executive Independent

Director for a Second term of Five Consecutive years,

w.e.f 01 October, 2025 to 30 September, 2030 subject to the approval of the members of the Company. c. During the current year Mr. Govind Gupta [DIN: 00052690] had resigned from the position of Non-Executive Independent Director, with effect from the th

close of business hours on 12 November, 2024, due to his pre-occupation and other professional commitments. The director con rmed that there are no material reasons for the resignation other than those mentioned in the resignation letter. The Board at its meeting held on 12 November, 2024 accepted his resignation and appreciated his contribution and guidance to the Company during his tenure.

Declaration by an Independent Director(s):

All Independent Directors have submitted requisite declarations con rming that they: i. Continue to meet the criteria of independence as prescribed under section 149(6) and 149(7) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI Listing regulations; and there has been no change in the circumstances affecting their status as an independent director of the Company. ii. Are not barred from holding the of ce of director by SEBI order or any other authoritative body.

iii. Are compliant of the code of conduct laid down under Schedule IV of the Act.

Additionally, all directors of the Company have con rmed that there are no disquali cations against them for appointment as directors, in accordance with Section 164 of the Companies Act, 2013.

The composition of Board of Directors of the Company is in compliance with the requirements prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS UNDER SECTION 186

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the nancial statements.

P A R T I C U L A R S O F C O N T R A C T S O R

ARRANGEMENTS WITH RELATED PARTIES

All the contracts/agreements/transactions entered into with Related Parties as per the Act and Regulation 23 of the SEBI Listing Regulations during the year were in the ordinary course of business and on arms length basis and do not attract the provision of Section 188 of the Companies Act, 2013.The required statements and disclosures with respect to the related party transactions are placed before the Audit Committee for the prior approval.The particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

However, Company has not entered in any transaction attracting provision of Section 188 of Companies Act, 2013. Hence AOC-2 is not required to be attached.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act, with respect to Directors responsibility Statement, it is hereby con rmed that:

i. In the preparation of annual accounts for the year ended 31 March, 2025, the applicable accounting standards have been followed and there are no material departures for the same. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the nancial year ended 31 March, 2025 and of the pro t of the Company for the nancial year ended 31 March, 2025; iii. The Directors had taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis. v. They have laid down internal nancial controls, which are adequate and are operating effectively; vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identi cation therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the Company.

The Board of Directors has duly developed and implemented a risk management policy for the Company. The Policy mandates the ways in which respective risks are expected to be mitigated and monitored. The risk management framework is reviewed periodically by the Board.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company ("Code"). All the Board Members and Senior Management Personnel have af rmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

FOR DIRECTORS AND EMPLOYEES

In accordance with the Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated the Vigil Mechanism and whistle blower policy for Directors and employees to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Of cer. The mechanism provides ethical code of conduct of the highest degree of transparency, integrity, accountability and responsibility.

The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the con dentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director.

To promote awareness and understanding about the POSH, the Company encourages its employees to attend workshops/seminar organised by different organisations.

Re ective of the efforts taken by the Company, it is noteworthy that during the year under review, there were no complaint received from the employees and hence no complaint is outstanding as on 31.03.2025 for redressal.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY

THE REGULATORS OR COURTS

There are no signi cant/material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status of your Company and its operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013, read With Rule 8(3) of the Companies (Accounts) Rules, 2014 [Chapter IX] is annexed herewith as Annexure E.

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

Management Discussion and Analysis, for the year under review, as stipulated in SEBI (LODR), 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Provisions of Regulation 27 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015, relating to Corporate Governance are not applicable to the Company. However, with a view to increase investors trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the aforesaid regulations. A separate Report on Corporate Governance forms part of this Annual Report.

ACKNOWLEDGMENT

The Directors place on record deep appreciation and gratitude for the co-operation and assistance received by the Company from the staff and employees. The Board further thanks bankers, business associates, regulatory and government authorities for their continued support to the Company.