Kimia Biosciences Ltd Directors Report

Dear Shareholders,

Kimia Biosciences Limited

The Directors have the pleasure of presenting the Thirty-Third (33rd) Annual Report together with the Audited Financial Statement and Auditors Report of your Company for the year ended 31st March, 2026.

FINANCIAL OUTLOOK

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Particulars	Year ended March 31,2026	Year ended March 31, 2025
Net Sales/ Income from operation	11,488.38	11,892.08
Total Income	11,650.55	120,24.11
Expenses	10,804.54	10,660.69
Profit before Tax	846.01	1,363.42
Less: Tax Expenses	102.64	402.18
Profit After Tax	743.37	961.24
Other comprehensive income for the year	32.07	2.27
Total Comprehensive income for the year	32.07	2.27
Earnings per Share (Basic)	1.64	2.04
Earnings per Share (Diluted)	1.64	2.04

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The financial year 2025-26 has been very successful for the Company, with substantial growth in both revenue and profitability. This achievement can be attributed to its focussed marketing efforts, innovative digital initiatives, supported by robustly growing economy and consumer sentiments. Companys revenue from operations was Rs. 11,488.38 Lakhs and Profit for the year was 743.37 Lakhs.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

SHARE CAPITAL

The Share Capital structure of the company is as follows:

i. Authorized share capital:

Particulars	Amount (Rs.)
Equity Shares 7,73,31,680 of face value of Re. 1/- each	7,73,31,680
Compulsory Convertible Preference Share 65,18,320 of Re. 1/-each	65,18,320
0.1% Redeemable Non-Convertible Cumulative Preference Share 80,00,000 of Rs. 10/-each	80,000,000
Total Authorized Share Capital	163,850,000

ii. Issued, Subscribed and Paid-up Share capital

Particulars	Amount (Rs.)
4,73,12,741 Equity Shares of Re. 1/- each	4,73,12,741
80,00,000,0.1% Redeemable Non-Convertible Cumulative Preference Share of Rs. 10/- each	0
Total Paid-up Share Capital	4,73,12,741

REDEMPTION OF PREFERENCE SHARES

During the financial year 2025-26, the Company redeemed 80,00,000 (Eighty Lakh) 0.1% Redeemable Non-Convertible Cumulative Preference Shares, in accordance with the applicable provisions of the Companies Act, 2013. Consequent upon the redemption, the Preference Share Capital of the Company was reduced to the extent of the aforesaid preference shares.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review company has no subsidiary, holding or Associate company.

DIVIDEND

The Directors of the Company didnt recommend any dividend during the financial year under review.

Further, there were no amounts of unclaimed dividend to be transferred to Investor Education & Protection Fund (IEPF) as per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

TRANSFER TO RESERVES

The Company has transferred profit of Rs. 743.37/- Lakh to the Reserves.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company is in compliance with the provisions of Section 186 of the Companies Act, 2013 read with rules framed there under.

BUSINESS OUTLOOK

STATE OF COMPANYS AFFAIRS

The company has achieved turnover of Rs.11,650.55 Lakhs during the financial year.

The Company has been consistently practicing prudent finance and working capital management. The strong focus on working capital and liquidity management has helped timely generation of sufficient internal cash flow to invest in long term strategic objectives of the Company.

The Company has revamped its Plant in accordance with Good Manufacturing Practice (GMP) Standards for pharmaceutical productions in past & got certification from State FDA, Haryana and continuously upgrading it to meet the international regulatory requirements.

• The Company has Research & Development (R&D) at its plant located at Village Bhondsi, Tehsil Sohna, Distt. Gurgaon, Haryana-122102.

There has been no change in nature of business activity of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed during the period under review.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company. Your Company continuously invests in strengthening the internal control processes and systems. The internal control process and systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, processes and standards have been put in place covering all activities.

Implementations of recommendations from various audit reports are regularly monitored by the senior management. Internal and statutory audit reports and findings, including comments by the management, if any, are periodically placed before the Audit Committee of the Board of Directors.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

The ISIN of the Equity Shares is INE285U01025.

LISTING

The Equity Shares of your Company are listed on BSE Limited having Scrip Code 530313.

The Company has timely paid the Annual Listing Fees to BSE Limited for the financial year ended on 31st March 2026.

PROCEEDINGS UNDER INSOLVENCY AND BANCRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in the Composition of the Board during the Financial Year ended 31 March 2026

During the financial year under review, Mr. Vipul Goel and Mr. V.S. Reddy Kaku resigned from the office of Director of the Company with effect from 31 December 2025 and 19 February 2026, respectively. The tenure of Mr. Jagdeep Dhawan, Independent Director of the Company, came to an end upon completion of his term on 28 March 2026. Further, Mr. Sameer Goel was re-appointed as the Managing Director of the Company with effect from 29 March 2026.

The Board places on record its appreciation for the valuable contribution, guidance and support extended by the Directors who ceased to be associated with the Company during the financial year

Composition of the Board of Directors as at 31st March, 2026

S. No.	Name of Director	DIN	Designation	Category	Date of Appointment
1.	Mr. Sameer Goel	00161786	Managing Director	Executive Director	29 March 2026
2.	Ms. Richa Gupta	07481646	Independent Director	Non-Executive & Independent Woman Director

Changes in the Composition of the Board Subsequent to the Close of the Financial Year

Subsequent to the close of the financial year ended 31 March 2026, there were certain changes in the composition of the Board of Directors of the Company. Mr. Avinash Prabhat and Ms. Reema Goyal were appointed as Independent Director and Independent Woman Director, respectively, with effect from 4 April 2026. Ms. Richa Gupta, who was a Director of the Company as on 31 March 2026, resigned from the office of Director with effect from 14 April 2026. Further, Mr. Amulya Kumar Nayak was appointed as a Non-Executive Director with effect from 18 April 2026.

Composition of the Board of Directors as on the Date of this Report

S. No.	Name of Director	DIN	Designation	Category	Date of Appointment
1.	Mr. Sameer Goel	00161786	Managing Director	Executive Director	29 March 2026
2.	Mr. Amulya Kumar Nayak	11667557	Additional Director	Non-Executive Director	18 April 2026
3.	Mr. Avinash Prabhat	10997441	Independent Director	Non-Executive & Independent Director	4 April 2026
4.	Ms. Reema Goyal	11266730	Independent Woman Director	Non-Executive & Independent Director	4 April 2026

KEY MANAGERIAL PERSONNEL (KMP)

Changes in Key Managerial Personnel during the Financial Year ended 31 March 2026

During the financial year under review, there were certain changes in the Key Managerial Personnel of the Company. Mr. Rakesh Chetani, Chief Financial Officer, resigned from the office of Chief Financial Officer with effect from 11 May 2025. Subsequently, Mr. Pradip Sharma was appointed as the Chief Financial Officer of the Company with effect from 14 August 2025 and ceased to hold the office of Chief Financial Officer with effect from 6 January 2026. Thereafter, Mr. Naveen Sharma was appointed as the Chief Financial Officer of the Company with effect from 7 January 2026 and subsequently resigned from the office of Chief Financial Officer with effect from 2 February 2026.

Composition of Key Managerial Personnel as at 31 March 2026

As at 31 March 2026, the Key Managerial Personnel of the Company comprised the following:

S. No.	Name of KMP	Designation	Date of Appointment
1.	Mr. Sameer Goel	Chief Executive Officer	30 May 2022
2.	Ms. Pallavi Garg	Company Secretary	9 November 2024

Changes in Key Managerial Personnel Subsequent to the Close of the Financial Year

Subsequent to the close of the financial year ended 31 March 2026, there were changes in the Key Managerial Personnel of the Company. Ms. Pallavi Garg, Company Secretary, ceased to hold the office of Company Secretary with effect from 3 April 2026. Thereafter, Mr. Abhishek Kumar Pandey was appointed as the Company Secretary and Compliance Officer of the Company with effect from 4 April 2026.Further, Mr. Mani Jain was appointed as the Chief Financial Officer of the Company with effect from 27 April 2026.

Key Managerial Personnel as on the date of this Report

As on the date of this Report, the Key Managerial Personnel of the Company are as under:

S. No.	Name of KMP	Designation	Date of Appointment
1.	Sameer Goel	Chief Executive Officer	30 May 2022
2.	Abhishek Kumar Pandey	Company Secretary & Compliance Officer	04 April 2026
3.	Mani Jain	Chief Financial Officer	27 April 2026

The Board of Directors (“Board”) comprises of optimum number of Executive, Non-Executive, and Independent Directors as required under applicable legislations. As on date of this Report, the Board consists of four (4) Directors comprising one (1) Executive Managing Director and one (1) Non-Executive Director and two (2) Independent Directors including one (1) Independent Woman Director as required under Section 149 of the Companies Act, 2013 & rules made thereunder and Regulation 17 of the Listing Regulations.

BOARD MEETINGS

During the year, 13 Board Meetings were held on 23.04.2025, 05.05.2025, 26.05.2025, 25.06.2025, 22.07.2025,

14.08.2025, 29.08.2025, 14.11.2025, 02.12.2025, 29.12.2025, 07.01.2026, 14.02.2026 and 27.03.2026

Name of Director	Designation/Category 1	Number of other Board Committees of which member/ chairperson	Number of Board Meetings held during the tenure	Board Meetings attended	Attendance at the last AGM
Mr. Sameer Goel	Managing Director & Chief Executive Officer	1	13	13	Yes
Mr. Jagdeep Dhawan	Independent Director	3	13	13	Yes
Mrs. Richa Gupta	Independent Director	2	13	13	Yes
Mr. Vipul Goel	Director	2	10	10	Yes
Mr. Kaku Vijay Shekhar	Additional Director (executive)	N.A.	1	1	No

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet withthe criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015.

COMMITTEES OF BOARD

AUDIT COMMITTEE

The constitution of the Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013. During the year under review, six meetings of the Audit Committee were held on 26.05.2025, 14.08.2025, 29.08.2025 14.11.2025, 14.02.2026 and 27.03.2026.

The composition of the Committee, during the year under review, is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Sameer Goel	Member	Managing Director

The Chairman of the Committee attended the last AGM of the Company. The Company Secretary acted as the Secretary to the Committee. The Statutory Auditors, Internal Auditors, Secretarial Auditors and other related functional executives ofthe Company also attended the meeting when required. Further, the Board has accepted all the recommendation of Audit Committee during the period.

Further composition of the Audit Committee as on date is given below in table:

Name & Designation	Designation	Category of Directorship
Mr. Avinash Prabhat	Chairman	Independent Director
Mrs. Reema Goyal	Member	Independent Director
Mr. Sameer Goel	Member	Managing Director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors other than Independent Directors. During the year under review, four (4) meeting of the Committee were held on 14.08.2025, 29.08.2025, 07.01.2026 and 14.02.2026.

The composition of the Committee, during the year under review. is given below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Director

Further composition of the Nomination & Remuneration Committee as on date is given below in table:

Name & Designation	Designation	Category of Directorship
Mr. Avinash Prabhat	Chairman	Independent Director
Mrs. Reema Goyal	Member	Independent Director
Mr. Amulya Kumar Nayak	Member	Director

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178(3) of the Act, the Board framed a “Nomination, Remuneration and Evaluation Policy” on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. Your Directors ensures that the Company follows a Policy on

Remuneration of Directors and Senior Management Employees. The main objective of the said policy is to ensure that the l evel and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

The policy of the Company on Directors appointment and remuneration is uploaded on to the Companys website and the same is available at www.kimiabiosciences.com at the following path: https://www.kimiabiosciences.com/policies- and-codes/

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Securities T ransfer & Stakeholders Relationship Committee considers and oversees resolution of grievances of security holders and investors of the Company.

During the year, the Committee met Ten (10) times on 23.04.2025, 26.05.2025, 25.06.2025, 14.08.2025, 29.08.2025, 29.09.2025, 03.10.2025, 02.12.2025, 30.01.2026 and 11.03.2026. Company effectuated all requests for transfer of shares, consolidation and issue of duplicate share certificate, within prescribed time limits.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Jagdeep Dhawan	Chairman	Independent Director
Mrs. Richa Gupta	Member	Independent Director
Mr. Vipul Goel	Member	Non- Executive Director

Further composition of the Stakeholders Relationship Committee as on date is given below in table:

Name & Designation	Designation	Category of Directorship
Mr. Avinash Prabhat	Chairman	Independent Director
Mrs. Reema Goyal	Member	Independent Director
Mr. Sameer Goel	Member	Director

The Company Secretary is a Secretary of the Committee.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

In compliance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of Listing Regulations, Company formulated a vigil Mechanism for Directors and employees to report concerns including any unethical behavior, actual or suspected frauds taking place in the Companyfor appropriate action thereon.

The Whistleblower policy has been hosted on Companys website viz. www.kimiabiosciences.com.

During the year under review, the status of the concerns or complaints reported stands as follows.

No. of concerns or complaints outstanding as at April 1, 2025	Nil
No. of concerns or complaints received during the year	Nil
No. of concerns or complaints resolved during the year	Nil
No. of concerns or complaints outstanding as at March 31,2026	Nil

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviewed the same periodically. The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Companys Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

The common risks faced by the Company include Raw Material Procurement Risk, Environment & Safety Risk, Market

Risk, Technology risk, Business Operational Risk, Reputation Risk, Regulatory & Compliance Risk, Human Resource Risk Working Capital and Business Continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedialmeasures are being undertaken immediately.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS-

The Independent Directors of the Company have been updated with their roles, rights and responsibilities in the company to enable them to familiarize with Companys procedures and practices.

The Company endeavors to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having significant impact on the operations of company andthe Pharmaceutical Industry as a whole.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the year were on arms length basis and in the ordinary course of business. Summarized particulars of contracts or arrangements entered into by the company with related parties are disclosed in Notes to Financial Statements for the year.

All related party transactions were placed before the Audit committee and thus been reviewed and approved by the boardof Directors. The policy on Related Party T ransactions, as approved by the Board of Directors has been uploaded on the website of the Company www.kimiabiosciences.com.

The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure-I to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) That in preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures, if any;

b) That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of thefinancial year ended March 31,2026 and the profits of the Company for the year under review;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts for the year ended March 31, 2026, have been prepared on a going concern basis.

e) That proper internal financial control was in place and that such internal financial controls are adequate and were operating effectively.

f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systemswere adequate and operating effectively.

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

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Companyto create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual

harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regardfor the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Policies on Code of Conduct and Prevention of Workplace Harassment is displayed on companys website viz. www.kimiabiosciences.com. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) CONSERVATION OF ENERGY-
(i) the steps taken or impact on conservation of energy	Kimia Biosciences limited recognises energy as the most precious resource and has been the precursor of the Indian Pharmaceutical Industry in energy conservation efforts. Following are the major energy conservation efforts implemented by the company in FY 2025-26:
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment
	1) Replacement of DG sets to increase the efficiency 2) Replaced conventional equipment by latest one for energy saving
	3) Power factor improved by installation of New capacitor and maintained the factor around 0.99. 4) All chiller lines insulated for prevention of energy losses.
	5) New efficient vacuum pumps replaced with old pumps for power saving.
	6) Retrofitting of MCC panel for minimization of friction and Energy losses.
	7) New Boiler system installed with High efficiency
	8) Heat losses arrested by implementation of insulation all around the plant
	9) Optimization of Solvent Recovery Plant by modification of Steam supply line
	10) Primary, secondary and Tertiary condensers installation on reactors to optimize and maximize the solvent recovery

(B) TECHNOLOGY ABSORPTION-

(i) the efforts made towards technology absorption	The Company is engaged in the process of updating latest Technology (ies).
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
	Processes developed for APIs:
	Key raw materials made In-House:
	Processes developed for APIs:
	Brivaracetam	Anticonvulsant
	Dapagliflozin propane diol	anti-diabetic
	Delafloxacin meglumin	Antibiotic
	Rivaroxaban	Anticoagulant
	Bilastine	antihistamine
	Apixaban	Anti- coagulant
	Benfotiamine	Vitamin- B1
	Citocoline Sodium	Central stimulant
	Teneligliptin HBr	Anti- diabetic
	Sitagliptin phosphate Monohydrate	Anti- diabetic
	Obeticholic Acid	Gastrointestinal Agent
	Fimasartan Trihydrate Potassium	Anti-Hypertensive

 

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Cost Improvements:
	Benidipine HCl	calcium channel blocker
(a) the details of technology imported;	Vildagliptin	anti-diabetic
(b) the year of import;	Luliconazole	Antifungal
(c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Bempedoic Acid Hypercholesterolemia Bilastine Antihistamine Citicoline Sodium Central stimulant Gliclazide Anti- Diabetic Key raw materials ma	de In-
	House:
	INB-Acetoacetate (Azelnidipine)
	OBI-6-Ene acid (Obeticholic acid)
	Prucalopride KSM-2 (Prucalopride)
	Bilastine KSM [Bil oxo] Bilastine
	Fima KSM [PYRIMIDINE AMIDE] Fimasartan
	Glycidyl phthalimide (Rivaroxaban)
	TPI-BOC (Tenligliptin) , 3-Hydroxy acetophenone [Lab] (Phenylephrine), Ethyl 2-Aminothiazole-4-carboxylate (Acotiamide)

 

(iv) the expenditure incurred on Research and Development	Revenue Expenditure	262.66 (In Lakhs)
	Capital Expenditure	235.65 (In Lakhs)

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

The total foreign exchange used and the total foreign exchange earned during the year as compared to the previous financial year has been provided hereunder:

Foreign Exchange Earnings & Outgo	Current Year (2025-26)	Previous Year (2024-25)
Inflow	2306.41	1729.26
Outflow	2524.77	3030.83

HUMAN RESOURCES

Your Company firmly believes that human resources are invaluable assets of the Company. Over the time, the Company has changed to adapt and evolve with the changing economic landscape, while keeping its core value firmly entrenched. The Human Resource Department of the organization has strategic and functional responsibilities for all of the Human Resource disciplines in the changing scenario.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on Board and General Meetings. The Company has complied with all the applicable provisions of the Secretarial Standards (SS-1 and SS-2).

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 were applicable to the Company as the net profit as on 31st March, 2025 was reported as Rs.961.24 Lakhs as compared to Rs.743.37 in the current year as on 31st March, 2026. The Board has duly constituted CSR Committee to recommend and formulation of policy and action plan of the CSR spending. However, CSR Amount to be spent for the financial year 2025-2026 was nil. Detail pertaining to CSR Policy and composition of CSR Committee can be accessed from the Companys website www.kimiabiosciences.com.

The composition of the Committee is given in the table below:

Name & Designation	Designation	Category of Directorship
Mr. Sameer Goel	Chairman	Executive Director
Mr. Avinash Prabhat	Member	Independent Director
Mrs. Reema Goyal	Member	Independent Director

PARTICULARS OF EMPLOYEES

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company forms partof this report as Annexure-II

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The copy of Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded onthe website of the Company www.kimiabiosciences.com.

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management.The Declaration is appended to this Report as Annexure III.

NON APPLICABILITY OF CORPORATE GOVERNANCE REPORT

The provisions relating to Corporate Governance as specified under Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), are not applicable to the Company to the extent provided under Regulation 15(2)(a) of the SEBI LODR Regulations.

The paid-up equity share capital of the Company has remained below ?10/- crore and the net worth has remained below ?25 crore during the relevant preceding financial years, and as at 31st March, 2026, both the paid-up equity share capital and net worth of the Company are below the thresholds prescribed under Regulation 15(2)(a) of the SEBI LODR Regulations.

Accordingly, the requirements relating to Corporate Governance, including the preparation and submission of a separate Corporate Governance Report under Regulation 27(2) of the SEBI LODR Regulations, are not applicable to the Company for the financial year ended 31st March, 2026.

The Company has also submitted the requisite intimation/certificate regarding non-applicability of the Corporate Governance provisions to BSE Limited, being the Stock Exchange on which the equity shares of the Company are listed.

Accordingly, the Company has not prepared a separate Corporate Governance Report for the financial year ended 31st March, 2026.

CEO & CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms. The saidCertificate has been signed by the CEO of the Company. The said certificate forms an integral part of this Annual Report as Annexure IV. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

FINES/ PENALTIES

During the financial year under review, the Company was required to pay certain fines/penalties imposed by BSE Limited for non-compliance with certain applicable listing requirements. The Company has duly paid the applicable fines/penalties and has taken necessary corrective measures to strengthen its compliance processes and ensure timely compliance with the applicable regulatory requirements

MEMBERSHIP IN ASSOCIATIONS

The Company is a member of various forums and associations for actively participating in addressing global environmental concerns in continuation with our journey like previous years.

The list of associations in which Company has membership is mentioned below:

S.no.	Name of Association
1	Pharmaceutical Export Promotion Council of India (PHARMCIL)
2	Haryana Enviromental Management Society (HEMS)
3	Confederation of Indian Industry (CII)
4	Delhi Chamber of Commerce (DCC)
5	Federation of Pharma Entrepreneurs (FOPE)

CODE FOR PREVENTION OF INSIDER TRADING

The Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Further a Code of Fair Disclosureand Prevention of Insider Trading Code under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 have been adopted and displayed on the website of the Company www.kimiabioscences.com.

These Codes lay down guidelines vide which it advises the designated employees and connected people on procedures to be followed and disclosures to be made, while dealing with the shares of the Company and caution them of the consequences of violations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In compliance with Regulation 34(3) read with Schedule V(B) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis, forms part of this report as Annexure-V.

AUDIT AND AUDITORS OUTLOOK

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139 of Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 M/s Neeraj Arora & Associates has been appointed in the 32nd Annual General Meeting of the Company for a period of 5 years i.e. from financial Year 2025-26 to Financial Year 2029-30.

The report of the Statutory Auditors along with Notes on Financial Statements for the year ended March 31, 2026, is enclosed with this report, which is self-explanatory and do not call for any further comments. There is no qualified opinion in the Audit Report.

Further, during the year, the Auditors has not reported any fraud u/s 143(12) of the Companies Act, 2013 and rules made there under.

INTERNAL AUDITOR

Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company had also appointed M/s.M/s Chaudhry and Associates, Chartered Accountants, (FRN No. 033470N) as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

Internal auditor is appointed to ensure, monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies.

SECRETARIAL AUDITORS REPORT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under and upon receiving recommendation from Nomination & Remuneration committee, the Board of Directors has appointed M/s. Maya Sharma & Associates, Practicing Company Secretaries, New Delhi as Secretarial Auditors of the Company for the financial year 2025-26 and 2026-27.

The Secretarial Audit Report for the financial year ended March 31, 2026 was considered and approved in the Board Meeting held on September 03, 2026.

The report of the Secretarial Auditors for the year ended March 31, 2026 is enclosed as Annexure-VI to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which need any explanation or comment of the Board.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Mahesh Singh & Co, Cost Accountants(FRN: 100441), as the Cost Auditors of the Company for the Financial Year 2025-26 under Section 148 of the Companies Act, 2013.

M/s Mahesh Singh & Co, Cost Accountants (FRN:100441), have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Company has also maintained relevant cost accounts and records as specified under Section 148(1) of the Companies Act, 2013.6

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in a General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. Mahesh Singh & Co, Cost Accountants, is included in the notice convening the 33rd AnnualGeneral Meeting.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company is available on the website under InvestorRelations section of the company website i.e. www.kimiabiosciences.com. Investor Relations section of the company website i.e. www.kimiabiosciences.com. and the same can be assessed at the given link.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Your Company has been able to operate efficiently during the year financial year because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth. To them goes the credit for all of the Companys achievements.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

		For and On behalf of the Board
		KIMIA BIOSCIENCES LIMITED
	Sd/-	Sd/-
Place: New Delhi	Sameer Goel	Amulya Kumar Nayak
Date: 03/09/2026	(Chairman & Managing Director & CEO)	(Director)
	DIN: 00161786	DIN:00064274