Lyka Labs Ltd Directors Report

The Members,

Lyka Labs Limited

Your Directors are pleased to present the Forty-Sixth Annual Report, together with the Audited Financial

Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

Standalone

(Rs. in Lakhs)

Particulars	For the financial year ended 31st March 2025	For the financial year ended 31st March 2024
Total Revenue	13,704.09	10,804.35
Profit / (Loss) before Exceptional items	1,147.47	(87.74)
Exceptional Items	0.00	5.51
Profit/(Loss) beforetax	1,147.47	(93.25)
Less: Tax Expenses	324.75	133.65
Profit/(Loss) after tax	822.72	(226.89)
Add: Other Comprehensive Income	18.22	6. 17
Profit/(Loss) for the year	840.94	(220.72)

Consolidated

(Rs. in Lakhs)

Particulars	For the financial year ended 31st March 2025	For the financial year ended31st March 2024
Total Revenue	14,072.71	11,264.93
Profit / (Loss) before Exceptional items	1,112.49	(52.32)
Exceptional Items	-	41.06
Profit/(Loss) beforetax	1,112.49	(93.38)
Less: Tax Expenses	319.17	168.67
Profit/(Loss) after tax	793.32	(262.05)
Add: Other Comprehensive Income	18.08	10.54
Profit/(Loss) for the year	811.40	(251.51)

DIVIDEND

The Board of Directors does not recommend any dividend for the financial year ended on 31st March 2025.

TRANSFER TO RESERVES

The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.

OPERATIONS

During the year under review, the total consolidated revenue earned by the Company was Rs. 14,072.71 Lakhs as against total revenue of Rs.11,264.93 Lakhs in the previous financial year. The Company has reported consolidated net Profit of Rs.811.40 Lakhs as against net loss of Rs.251.51 Lakhs of the previous financial year ended on 31st March 2024.

During the financial year under report, the Company has invested in building brands in the domestic human and veterinary business. The export business did not meet expectations, as international Government tenders had exhausted their budgets. Certain markets also experienced foreign exchange fluctuations and political uncertainty due to which the purchases were delayed.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two Subsidiaries, i.e. Lyka BDR International Limited and Lyka Exports Limited. There are no Associate nor joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the Act).

During the year, the Board of Directors reviewed the affairs of the Subsidiaries Company. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries are set out in the prescribed Form No. AOC-1, which forms part of the Annual Report.

To comply with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Board of Directors of the Company has approved and adopted a Policy for determination of Material Subsidiary and Governance of Subsidiaries. None of the subsidiaries were a material subsidiary of the Company in terms of the said Policy. The said policy is available on the Companys website at www.lykalabs.com.

KEY FEATURES

The Company continues to maintain high quality GMP/GLP standards in manufacturing and testing of its pharmaceutical products.

The Company manufactures pharmaceutical products such as Dry Powder, Liquid, Lyophilised Injections and External Preparations for several International Markets and the Domestic Market.

The Companys R&D is engaged in development of new formulations and has successfully developed several products in the following categories: lnjectables: Lyophilised Injection, Liquid Injections & Dry Powder Injections Topical Preparation: Ointment /Creams and Lotions.

Companys Core competencies

Lyophilisation - Formulations/Bulk Sterile APis

New Product Development including Novel Drug Delivery Systems

FUTURE OUTLOOK

The Company continues to pursue growth by expanding into new international markets through collaborations with reputed partners and introducing new products in existing markets. It also aims to strengthen its domestic presence by building a robust marketing and distribution network within India.

To cater to rising global demand, the Company is upgrading and expanding its lyophilisation capacity by 50%, with the project expected to be completed in financial year 2026. This enhancement will support the Companys entry into regulated markets such as Europe and the UK. Simultaneously, the Company is laying the ground work for its branded business in both veterinary and human critical care segments.

Additionally, the Company has ventured into Gynaecology and Assisted Reproductive Technology (ART) through its new division, FertiNova. This division will focus on advanced IVF solutions and womens health therapies, targeting a strong market presence over the next three years through innovation and strategic partnerships.

REGISTRATIONS

During the year under review, the Company has submitted 29 new applications for registration of its products. It has received registration of 11 products and the renewal of 26 products. The registration for 16 products is expected in the upcoming financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

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

SHARE CAPITAL

During the year under review, there was no change in the Authorized Share Capital the Company. As on 31st March, 2025, the Authorized Share Capital stood at Rs 4,800 Lakhs, comprising Rs 4,800 Lakhs equity shares of Rs 10 each.

However, the Company allotted 26,00,000 equity shares of 10 each to lpca Laboratories Limited, an entity forming part of the Promoter Group, upon conversion of 26,00,000 warrants into equity shares. Consequently, the Issued, Subscribed, and Paid-up Equity Share Capital increased from Rs 3,309 Lakhs (comprising 330.90 Lakhs equity shares of Rs 10 each) to Rs 3,569 Lakhs (comprising 356.90 Lakhs equity shares of Rs10 each)

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and as such, no amount of principal or interest in deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Mr. Prashant Godha, Non- Executive Director, retires by rotation in compliance with Section 152 of the Act, at the ensuing 46^th Annual General Meeting (the AGM) of the Company and being eligible, offers himself for re- appointment. The Board of Directors are also of the opinion that Mr. Prashant Godha fulfills all the conditions as mentioned in the Act.

The Board of Directors of the Company at its meeting held on 26th May, 2025 based on the recommendation of Nomination and Remuneration Committee has recommended to re- appointment of Mr. Yogesh B Shah,

Chief Financial Officer of the Company as a Whole- time Director for a period of three years with effect from the conclusion of Forty-Sixth Annual General Meeting till the conclusion of Forty -Ninth and appointment of Mrs. Archana S Yadav as an Additional Director of the Company in the category of Independent Director with effect from 26th May, 2025 under Section 161 (1) of the Act, for a period of five

26th May, 2025 upto 25th May, 2030 (both days inclusive), not liable to retire by rotation.

The resolutions seeking Members approval for the re-appointment and appointment forms part of the Notice. The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the

SEBI the Listing Regulations and that they are not disqualified to become directors under the Act. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (‘IICA).

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder: i. Mr. Kunal Gandhi, Managing Director & CEO; ii. Mr. Yogesh B Shah, Whole -time Director & CFO, iii. Mr. Kishor Shah Company Secretary ( upto 18th September, 2024) iv. Mr. Shekhar R Singh (w.e.f. 12th November, 2024) The Board had placed on record its appreciation for the services rendered by Mr. Kishore Shah during his tenure as a KMP of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Director, pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the

Boards functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year under review, Six Board meetings were held. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-

Independent Directors and Members of management.

During the year under review, Independent Directors met separately on 4th February, 2025, inter- alia, for: Evalution performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

Evaluation performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

Evalution of the quality, content and time line of flow of information between the management and the

Board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointments for Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report. The Nomination and Remuneration Policy is also available on the Companys website on https://www.lykalabs.com/nomination-and-remuneration-policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme are given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure I and form part of this Report. Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the aforesaid Rules, the Boards Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules. Any member interested in obtaining a copy of the said statement may write to the Company at companysecretary@lykalabs.com up to the date of AGM.

AUDITORS AND AUDITORS REPORT i. STATUTORY AUDITORS

Messer D Kothary & Co. Chartered Accountants, Mumbai (ICAI Firm Registration No. 105335W) were appointed as the Statutory Auditors of the Company in the 45th General Meeting held on 9th August, 2024 for the second term of five consecutive i.e. from the conclusion of the conclusion of 50th Annual General Meeting to be held for the financial year 2028-2029.

The Statutory Auditors have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2025 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report. No frauds have been reported by the Auditors under Section 143(12) of the Act. ii. COST AUDITORS

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, appointed Messrs Rajaram Madhav Walavalakar & Co., Cost Accountants (Firm Registration No. 003584), as the Cost Auditors of the Company for the financial plus applicable taxes and reimbursement of out-of-pocket expenses at actuals. Messrs Rajaram Madhav

Walavalakar & Co, being eligible, consented to act as the Cost Auditors of the Company for the financial year 2024-25. Messrs Rajaram Madhav Walavalakar & Co. were appointed in place of Messrs Sarvottam Rege & Associates.

In terms of the provisions of Section 148(3) of the Act read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified

Members of the Company.

The resolution seeking Members approval for ratification for the remuneration payable to the Cost Auditor part of the accompanying Notice of the AGM. forfinancialyear2024-25andfinancial The Company has filed the Cost Audit Report for the financial year ended 31st March 2023 submitted by

Messrs Sarvottam Rege & Associates, Cost Auditor on 3rd September, 2024. iii. SECRETARIAL AUDITOR

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Audit Committee and the Board of Directors have approved and recommended the appointment of Messrs Kaushal Doshi & Associates, Practicing Company Secretary, a proprietorship firm led by Mr. Kaushal Doshi (FCS No.: 10609; COP No.: 13143) as Secretarial Auditor of to hold office for a first term of five consecutive yearscommencing from the finanacial year 2025-26 to the financial year 2029-30.

The resolution seeking Members approval for the appointment Messrs Kaushal Doshi & Associates, Practicing Company Secretary as Secretarial Auditors of the Company, forms part of the Notice. The details of Messrs Kaushal Doshi & Associates being recommended for an appointment are contained in the accompanying Notice of the AGM.

Messrs Kaushal Doshi & Associates have given their consent to act as Secretarial Auditors of the Company

(if made) would be within the prescribed limits under the andconfirmed

Act & Rules made thereunder and the SEBI Listing Regulations. They have alsoconfirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and the SEBI Listing Regulations.

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II, which forms part of this Report. The Report does not contain any qualifications, reservations, adverse remarks or .

FRAUD REPORTING

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit

Committee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board and (SS-1) and General Meetings (SS-2)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34 of the SEBI Listing Regulations is attached, which forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the SEBI Listing Regulations. A separate report on Corporate Governance along with the requisite

Auditors Certificate is annexed, which forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, and the SEBI Listing Regulations, on the basis of information placed before them, the Directors state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and the profit of the Company for the said period; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis; v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no transactions during the year which would require to be reported in related party transactions made by the Company with FormNo.AOC-2.Therearenomateriallysignificant

Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large during the year that would have required Members approval under the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is available on the Companys website on https://www.lykalabs.com/related-party-transactions-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is explained in the Corporate Governance Report and is also available on the Companys website on https://www.lykalabs.com/whistle- blower-policy.pdf

ANNUAL RETURN

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is available on the website of the Company. The web link of the same is www.lykalabs.com.

STOCK EXCHANGE

The Companys equity shares are listed on BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fees for the year 2025-2026 have been paid to both Exchanges.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-II.

		(Rs. in Lakhs)
Foreign Exchange Transactions	2024-2025	2023-2024
Foreign Exchange Earnings	3,405.32	3,687.65
Foreign Exchange Outgo	839.25	323.17

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Act, the requirement to undertake Corporate Social Responsibility

(CSR) activities applies to companies that, during the immediately preceding financial year ( i.e. as on 31st

March, 2024 for the year under review), have a net worth of Rs 500/- Crore or more, or turnover 1,000 or more, or a net profit Rs 5 Crore or more.

In the case of the Company, none of these criteria were met as on 31st March, 2024. Accordingly, the Company is not required to constitute a CSR Committee or incur any expenditure towards CSR activities for the financial year 2024-25.

However, as a measure of good corporate governance, the Company continues to retain the CSR Committee already in place. The details of the Committee and its terms of reference are provided in the Corporate Governance Report, which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year underreview,nosignificantand material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

However, the Scheme of Amalgamation between Lyka Exports Limited and the Company was initially filed with the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench, on 8th August, 2022. Pursuant to the Tribunals order dated 24th September, 2024, the applicant companies submitted a fresh application on 25th October, 2024.

Subsequently, by an order dated 23rd January, 2025, the Honble NCLT directed the applicant companies to convene meetings of their Equity Shareholders and Creditors. These meetings were duly held on 4th March, 2025, and the Scheme was approved by the requisite majority.

A petition seeking final approval of the Scheme was filed on 12th March, 2025. By its order dated 26th March, 2025, the Tribunal fixed the final hearing on 15th May, 2025, and directed the applicant companies to serve notices of the hearing to the concerned Statutory Authorities. Accordingly, the petitioner companies served the notices on 9th April, 2025, and filed the Affidavit of Service in respect thereof on 17th April, 2025. Further, the Honble Tribunal has now rescheduled the final hearing to 12th June, 2025.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is part of this Report.

RISK ASSESSMENT AND MANAGEMENT

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, there was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (THE CODE )

During the year under review, the Company has not made or received any application under the Insolvency and Bankruptcy Code and there is no proceeding pending under the said Code.

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

During the year under review, the Company has not undergone any one-time settlement and therefore, the disclosure in this regard in not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

	For and on behalf of the Board of Directors
	Neeraj Golas
	Chairman
	DIN: 06566069
Mumbai, 26th May, 2025