Kabra Drugs Ltd Directors Report

Dear Shareholders,

Your directors hereby present the 37th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2026.

STATE OF AFFAIRS/OPERATIONS REVIEW:

Particulars	2025-2026	2024-2025
Revenue from Operations	9,274.00	-
Other Income	49.27	64.02
Total Revenue	9,323.27	64.02
Total Expenses	8,751.20	172.53
Profit Before Tax	572.07	(108.51)
Tax Expenses	76.09	0.05
Profit after Tax	495.98	(108.56)
EPS	2.09	(0.99)

DIVIDEND:

The Company has not declared any dividend during the financial year under review.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Book closure shall be from 24th September 2026 to 30th September 2026 (Both inclusive)

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves during the financial year under review.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

No amount to be transferred to Investor Education and Protection Fund.

SHARE CAPITAL:

The issued, subscribed and paid-up capital of the Company is Rs.23,70,78,500/- divided into 2,37,07,850 equity shares of Rs 10/- each. The company has not raised any equity shares during the financial year under review.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.

CHANGE IN THE NAME OF THE COMPANY:

The company was incorporated with the former name Kabra Drugs Limited, and the company had changed its name to Aanjaay Industries Limited vide certificate of incorporation issued by the registrar of companies pursuant to the change in the name of the company on 06th July 2026.

DEPOSIT:

The 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.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

Loans:

There were no loans made by the Company under Section 186 of the Companies Act, 2013 during the financial under review.

Guarantees:

There were no Guarantees made by the Company under Section 186 of the Companies Act, 2013 during the financial under review.

Investments:

There were no investments made by the Company under Section 186 of the Companies Act, 2013 during the financial under review.

RELATED PARTY TRANSACTIONS:

All related party transactions 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. Hence, disclosure in AOC- 2 is not applicable to the Company.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS, IMPACTING GOING CONCERN AND COMPANYS OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.

BOARD DIVERSITY:

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. The Board considers that its diversity, including gender diversity, is a vital asset to the business.

The Board has adopted a Board diversity policy which sets out the approach to diversity of the Board of Directors.

POLICIES:

The Company has adopted all policies as mandated under the applicable laws and the same are made available in the website of the Company http://www.kabradrugs.com/

DISCLOSURE AS PER POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder which has been made available on the Companys website (www.kabradrugs.com). 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.

Your directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year:

Number of complaints pending at the beginning of the year	Nil
No. of complaints received in the year	Nil
No. of complaints disposed off in the year	Nil
Number of cases pending for more than ninety days	Nil
Number of complaints pending at the end of the financial year	Nil

We hereby confirm that the Company has complied with the provisions relating to the Maternity Benefit Act 1961

HUMAN RESOURCES:

The Company believes that human capital is its biggest asset and immensely values its human resources. The Company acknowledges that employee participation and involvement is the key to sustained growth and hence encourages various measures to promote the same. The Company is of the opinion that motivated employees are very crucial to the growth of the organization and hence puts a lot of emphasis on promoting employee engagement at all levels.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy. The policy identifies the threat of such events as "Risks", which if occurred will adversely affect value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the way the Company operates and reputation. Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures annually.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating systems and procedures. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigilant mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were changes in the directors & key managerial personnel during the financial year under review;

Appointment:

Ms. Nikita Sinha & Ms. Ritu Tiwari was appointed as an Additional Director of the Company with effect from 08th October 2025 to hold office up to conclusion of the ensuing annual general meeting.

The Board recommends to the shareholders, appointment of Ms. Nikita Sinha & Ms. Ritu Tiwari as Director of the Company, at the Extra- Ordinary General Meeting held at 26th December 2025.

Ms. Moonam Kapoor was appointed as an Additional Director of the Company with effect from 21st April 2026 to hold office up to conclusion of the ensuing annual general meeting.

The Board recommends to the shareholders, appointment of Ms. Moonam Kapoor as Director of the Company, at this ensuing Annual General Meeting.

Mr. Pavanasam was appointed as an Chief Financial Officer of the Company with effect from 08th October 2025

Resignation:

Mr. Bangalore Venkatakrishnappa Ananth Kumar has resigned as an Whole Time Director & Chief Financial Officer of the Company with effect from 08th October 2025.

Mrs. Ananthkumar Shilpa has resigned as an Independent Director of the Company with effect from 08th October 2025.

Mrs. Anand Anitha has resigned as an Independent Director of the Company with effect from 12th August 2026.

Retires by rotation:

Mr. Kuniamuthur Nanjappan Anand retire at the conclusion of this ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

During the year under review, there have been no circumstances affecting their status as independent directors of the Company. No Director of the Company is disqualified under any law to act as a director.

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, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Considering the above changes, following is the composition of the Board of the Company.

Sl. No Name of the Directors	Designation	Date of Appointment	Date of Cessation
1 Mr. Nanjappan Aravind	Managing Director	14-August-2024	-
2 Mr. Kuniamuthur Nanjappan Anand	Executive Director	09-June-2022	-
3 Mrs. Anand Anitha	Independent Woman Director	14-July-2022	12-August-2026
4 Mr. Bangalore Venkatakrishnappa Ananth Kumar	Whole Time Director & Chief Financial Officer	29-January-2024	08-October-2025
5 Mrs. Ananthkumar Shilpa	Independent Woman Director	19-February-2020	08-October-2025
6 Ms. Ritu Tiwari	Independent Woman Director	08-October-2025	-
7 Ms. Nikita Sinha	Independent Woman Director	08-October-2025	-
8 Ms. Moonam Kapoor	Additional Director	21-April-2026	-
9 Mr. Pavanasam	Chief Financial Officer	08-October-2025	-
10 Ms. Monika Nishant Gattani	Company Secretary & Compliance Officer	14-July-2022	-

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 13th February 2026 without the attendance of Non- Independent Directors and members of Management.

NUMBER OF MEETINGS OF THE BOARD:

During the financial Year 2025- 2026, the Board met Eleven (11) times. The details of the number of meetings of the Board held during the Financial Year 2025- 2026 and the attendance of the Directors are enshrined below:

Sl. No	Date of the Board Meeting	Number of Directors present
1	30th May 2025	5
2	18th June 2025	5
3	06th August 2025	5
4	14th August 2025	5
5	02nd September 2025	5
6	08th October 2025	5
7	13th November 2025	5
8	28th November 2025	5
9	01st January 2026	5
10	13th February 2026	5
11	07th March 2026	5

1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

The Audit Committee of the Company constituted comprises of Four Directors being Mr. Kuniamuthur Nanjappan Anand, Mrs. Anand Anitha and Ms. Nikita Sinha & Mrs. Ananthkumar Shilpa and During the year, the audit committee met 5 times. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided below:

Sl. No	Date of the Audit Committee Meeting
1	30th May 2025
2	14th August 2025
3	02nd September 2025
4	13th November 2025
5	13th February 2026

Name of the Members	No of meetings attended (Held)	No of meetings attended (Attended)
Mr. K N Anand	5	5
Mrs. Anand Anitha	5	5
Mrs. Ananthkumar Shilpa	3	3
Ms. Nikita Sinha	2	2

Nomination and Remuneration Committee constituted comprises of Five Directors being Mr. Kuniamuthur Nanjappan Anand, Mrs. Anand Anitha, Ms. Nikita Sinha and Mrs. Ananthkumar Shilpa & Ms. Ritu Tiwari and During the year, the nomination and remuneration committee met 5 times. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided below:

Sl. No	Date of the Nomination and Remuneration Committee Meeting
1	30th May 2025
2	14th August 2025
3	02nd September 2025
4	13th November 2025
5	13th February 2026

 

Name of the Members	No of meetings attended (Held)	No of meetings attended (Attended)
Mr. Kuniamuthur Nanjappan Anand	3	3
Mrs. Anand Anitha	5	5
Mrs. Ananthkumar Shilpa	3	3
Ms. Nikita Sinha	2	2
Ms. Ritu Tiwari	2	2

Stakeholders Relationship Committee constituted comprises of Five Directors being Mr. Nanjappan Aravind, Mrs. Anand Anitha, Ms. Nikita Sinha and Mrs. Ananthkumar Shilpa & Ms. Ritu Tiwari and During the year, the stakeholders relationship committee met 2 times. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided below:

Sl. No	Date of the Stakeholders Relationship Committee Meeting
1	02nd September 2025
2	13th February 2026

Name of the Members	No of meetings attended (Held)	No of meetings attended (Attended)
Mr. Nanjappan Aravind	1	1
Mrs. Anand Anitha	2	2
Mrs. Ananthkumar Shilpa	1	1
Ms. Nikita Sinha	1	1
Ms. Ritu Tiwari	1	1

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole.

AUDITORS AND AUDITORS REPORT:

M/s PPN and Company Chartered Accountants, (FRN:0136235) appointed as the Statutory Auditors of the Company for a term of five consecutive years and who shall hold office from the conclusion of this 35th Annual General Meeting till the conclusion of 40th Annual General Meeting to be held in the financial year 2028- 2029 at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee.

The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Tanuj Jain Susilkumar, Practicing Company Secretary (Membership No. 63663, Cop No. 23826) tendered their resignation w.e.f. 27.11.2025. The Company has appointed Mrs. Twinkle Agarwal, Practicing Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR- 3 is annexed herewith.

ANNUAL RETURN:

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return for the financial year 2025- 2026 will be made available on the Companys website once filed with Registrar of Companies and can be viewed at the below mentioned link: https://www.aanjaayind.com

REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the Practicing Company Secretary of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director & Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31st March 2026. Further, applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with. The Management Discussion and Analysis Report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

The Certificate of the Practicing Company Secretary of Mrs. Twinkle Agarwal, Practicing Company Secretary with regard to compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code aims to prevent any wrongdoing and promote ethical conduct at the Board and by employees. The Compliance Officer is responsible for ensuring adherence to the Code by all concerned and is available on the Companys website.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandate to disclose in the Boards Report the ratio of the remuneration of each director to the permanent employees remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2025- 2026, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2025- 2026, the Company has neither taken any loan nor done any settlement with its Bankers.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the reporting period, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

DIRECTORSRESPONSIBILITYSTATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub- section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures.

b) 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 and of the profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) 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.

e) Directors have prepared the accounts on a "going concern basis".

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.

ACKNOWLEDGMENT:

Your directors would like to express their sincere appreciation for the assistance and co- operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For AANJAAY INDUSTRIES LIMITED (FORMERLY KNOWN AS KABRA DRUGS LIMITED)

Sd/- NANJAPPAN ARAVIND MANAGING DIRECTOR DIN:01895602 PLACE:CHENNAI DATE:02ND SEPTEMBER 2026

Sd/- K N ANAND DIRECTOR DIN:03230186