OneSource Specialty Pharma Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors of the Company, it gives us pleasure in presenting the 18 th Boards Report, along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2025.

1. Financial performance

Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended March 31, 2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 ( "Act" ).

Key highlights

(In million except per share data)

Particulars		Consolidated
	FY25	FY24	Proforma FY24*
Revenue	14,449	1,719	11,082
EBITDA	4,665	(882)	2,287
EBITDA margin	32.3%	NM	20.6%
Adjusted PAT	936	(3,657)	(2,326)
Adjusted EPS	21.4	(88.0)	(8.3)

*Proforma FY24 refers to management-certified, unaudited numbers. These are calculated on a like-to-like basis, as the FY24 audited results are pre-OneSource formation and therefore not comparable.

Adjusted PAT excludes exceptional one-time scheme-related expenses (FY25: 1,108 million).

Adjusted EPS excludes exceptional items, scheme amortisation and discontinued operations.

NM - Not material.

2. Companys performance

We are pleased to present a brief overview of the Companys performance following its successful listing on the stock exchanges effective January 24, 2025.

Scheme of Arrangement: The Scheme of Arrangement, involving Demerger as detailed in Para 4(b) below, became effective on November 27, 2024, with April 01, 2024, being the Appointed Date under the Scheme.

Pursuant to this, the equity shares of the Company commenced trading on the National Stock Exchange of India and BSE Limited.

The results reported for FY25 and outlined below is of the combined businesses pursuant to the demerger. The financial performance has been derived using the audited financial statements for FY25 and proforma FY24 on consolidated basis, excluding exceptional items. Proforma FY24 refers to management-certified, unaudited numbers. These are calculated on a like- to-like basis, as the FY24 audited results are pre- OneSource formation and therefore not comparable.

Financial and operational highlights for the year:

i. Robust Financial Performance:

?€? Recorded a YoY revenue growth of 30% to 14,449 million.

?€? EBITDA grew by 104% reaching 4,665 million and EBITDA margin expanded by 1,165 bps to 32%.

?€? Recorded first profitable year for the company with adjusted PAT at 936 million.

ii. Business Growth & Execution:

?€? Strengthened our position in the Specialty Pharma CDMO segment with successful execution of high-value projects across Biologics, Injectables, and Oral Technologies.

?€? Onboarded 15 new customers, including marquee global players.

?€? Enhanced manufacturing capacity through de-bottlenecking and delivered consistent compliance with global quality standards.

iii. Strategic Milestones:

?€? Successfully listed as OneSource Specialty Pharma Limited, establishing a focused identity in the CDMO space.

?€? Completed integration of demerged business units and aligned operational processes for scale and agility.

?€? Strong investor interest and confidence reflected through active participation in postlisting engagements.

Managements Discussion and Analysis Report, which forms part of the Boards Report details the Companys operational and financial performance for the year.

3. Transfer to Reserves

Movement in Reserves and Surplus during the financial year ended March 31, 2025, is provided in the Statement of Changes in Equity included in the Consolidated and Standalone Financial Statements (Refer to Note 11B in the Consolidated as well as the Standalone Financial Statements).

4. Update on Corporate Actions

During the year under review, your Company has initiated/undertaken the following key corporate actions:

a. Issuance and allotment of 20,000 secured, rated, listed, redeemable and non-convertible debentures of face value of 100,000/- each.

b. Scheme of Arrangement amongst Strides Pharma Science Limited, Steriscience Specialties Private Limited (Steriscience) and OneSource Specialty Pharma Limited.

Scheme of Arrangement and Listing Update

i. Background of the Scheme:

A Scheme of Arrangement was entered into amongst:

?€? Strides Pharma Science Limited (Strides)

?€? Steriscience Specialties Private Limited (Steriscience)

?€? OneSource Specialty Pharma Limited

The Scheme was undertaken pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder. The appointed date under the Scheme is April 01, 2024.

ii. Business Consolidation:

Under the Scheme, the following businesses were combined to create a unified CDMO platform, referred to as "OneSource":

?€? CDMO business of Soft Gelatin Capsules of Strides

?€? CDMO business of Complex and Specialty Injectables of Steriscience

?€? CDMO business of Biologics Products of OneSource

Collectively, these businesses are referred to as the Identified CDMO Business.

iii. NCLT Approval and Effective Date:

The Scheme was approved by the Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated November 11, 2024 and became effective from November 27, 2024.

iv. Stock Exchange Approvals:

The Company received in-principle approvals for listing of its equity shares National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), vide letters dated January 16, 2025.

v. SEBI Exemption under SCRR:

The Company was granted an exemption from Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 (SCRR) vide SEBI letter no. SEBI/HO/CFD/CFD-RAC-DCR-1/P/ OW/2025/1884/1 dated January 17, 2025.

vi. Final Listing and Commencement of Trading:

?€? The Company received listing approval from NSE and BSE on January 22, 2025.

?€? The equity shares of the Company were listed and commenced trading on NSE and BSE on January 24, 2025, thereby unlocking the value of the consolidated CDMO business.

c. Fund raising of 8,010 million (USD 95 million) through private placement basis to marquee investors at a pre-money equity valuation of USD 1.65 Bn

OneSource Specialty Pharma has successfully completed the private placement of 6,277,909 fully paid-up equity shares at 1,276 each (inclusive of 1,275 premium) to marquee domestic and international investors. The total consideration of 8,010 million (~USD 95 million) was received, reflecting a pre-money equity valuation of USD 1.65 billion.

The fundraise was led by HBM Healthcare Investments, with participation from WhiteOak Capital, Param Capital, Motilal Oswal, Enam Holdings and SBI Life Insurance.

This funding milestone reinforces our strong positioning as Indias first specialty pharma CDMO and readiness for robust growth ahead and the proceeds will be used to accelerate growth plans, right-size our debt book and support significant new capex across our platforms.

5. Dividend

The Company has reported a profit on a standalone basis during the year, recovering from previous losses. However, in view of ongoing expansion plans and future capital requirements, the Board has not recommended any dividend for the financial year ended March 31, 2025.

Dividend distribution policy is available on below link:

6. Composition of the Board

Company is in compliance with the provisions of the Act and the SEBI Listing Regulations with regard to composition of the Board of Directors.

As at March 31, 2025, the Board of OneSource comprises seven directors viz., One Executive Director, Two Non-Executive Directors and Four Independent Directors.

As on the date of this report, the Board comprises eight directors following the appointment of one Independent Director "Colin Bond (dIN: 10982819). The current composition includes One Executive Director, Two NonExecutive Directors, and Five Independent Directors.

The details of the Board members as on March 31, 2025:

#	Name of the Director	DIN	Designation	Date of Appointment
1.	Arun Kumar	00084845	Chairperson, Non-Executive Director	April 07, 2021
2.	Debarati Sen	07521172	Independent Director	February 27, 2025
3.	Dr. Claudio Albrecht	10109819	Independent Director	February 27, 2025
4.	Dr. Rashmi Barbhaiya	10593871	Independent Director	May 17, 2024
5.	Vijay Karwal	10905781	Independent Director	February 27, 2025
6.	Bharat Shah	00136969	Non-Executive Director	July 26, 2024
7.	Neeraj Sharma	09402652	Managing Director	March 01, 2024

Appointments during FY25 and as on date of this

report:

?€? Dr. Rashmi H. Barbhaiya [DIN: 10593871] as an Independent Director for a term of five years, effective from May 17, 2024.

?€? Bharat Dhirajlal Shah [DIN: 00136969], as a NonExecutive Director, effective from July 26, 2024.

?€? Debarati Sen [DIN: DIN:07521172], Dr. Claudio Albrecht [DIN:10109819], Vijay Paul Karwal [DIN: 10905781], were appointed as Independent Directors effective from February 27, 2025 for a period of five years, subject to shareholders approval.

?€? Colin Bond (DIN: 10982819) has been appointed as an Independent Director effective June 23, 2025 and was appointed as Audit Committee Chairperson effective from the said date.

Resignations during FY25:

The following Directors resigned during the FY25:

?€? Dr. Gopakumar Gopalan Nair, Independent Director, with effect from February 27, 2025, due to pre-occupation.

?€? Rajshri Santosh Kumar Ojha, Independent Director, with effect from February 27, 2025, due to pre-occupation.

?€? Mahadevan Narayanamoni, Non-Executive Director, (representing TPG Growth) with effect from February 27, 2025, due to other professional commitments.

?€? Bhushan Sudhir Bopardikar, Non-Executive Director, representing TPG Growth) with effect from February 27, 2025, due to other professional commitments.

Key Managerial Personnel (KMP):

In-terms of provisions of Section 2(51) and 203 of the Companies Act, 2013, the Company has the following Key Managerial Personnel as at March 31, 2025 and as on date of this report:

#	Name	Designation	Date of Appointment
1.	Neeraj Sharma	Managing Director	March 01, 2024
2.	Anurag Bhagania	Chief Financial July 04, 2024 Officer
3.	Trisha Allada	Company Secretary	March 14, 2023

During the financial year under review, P R Kannan resigned as Executive Director and Chief Financial Officer of the Company (KMP), with effect from close of business working hours on June 17, 2024.

Board Committees:

Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee.

Board has constituted the following Statutory Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Corporate Social Responsibility Committee

5) Risk Management Committee

Number of meetings of the Board and its Committees during FY25

Details of meetings of Board and its Committees held during FY25 along with information relating to attendance of each director/committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.

7. Share Capital

Authorized Share Capital

During the year under review, the existing authorized share capital of 5 crore, divided into 5 crore equity shares of 1 each, was increased by 10 crore, divided into 10 crore equity shares of 1 each, resulting the authorized share capital of 15 crore, divided into 15 crore equity shares of 1 each, as on March 31, 2025.

Authorized Share Capital of the Company as at March 31, 2025 is 15,00,00,000 divided into 15,00,00,000 equity shares of 1 each.

Movement in Issued, Subscribed and Paid-up Share Capital of the Company during the year is as under:

Particulars	Number of Shares	Amount ( )
As on April 01, 2024	4,15,46,510 equity shares of face value of 1/-each	4,15,46,510/-
Additions during the year:
November 21, 2024	2,272,687 equity shares of face value of 1/- each issued and allotted pursuant to private placement;	2,272,687/-
November 22, 2024	4,005,222 equity shares of face value of 1/- each issued and allotted pursuant to private placement;	4,005,222/-
December 10, 2024	77,700,922 equity shares of face value of 1/- each allotted due to Demerger	77,700,922/-
December 10, 2024	Cancellation of 11089320 equity shares held by Strides Pharma Science Limited pursuant to the Scheme of Arrangement	(11,089,320)
As on March 31, 2025	11,44,26,021 equity shares of face value of 1/- each	11,44,36,021/-

8. Subsidiary, Joint Ventures and Associate Companies

The Company has the following subsidiaries, joint ventures and associate entities as at March 31, 2025:

S. No. Nature of Relationship	India	Overseas	Total
1 Wholly Owned Subsidiary	2	4	6
2 Step - Down Subsidiary	-	2	2
3 Associate	-	-	-
4 Joint Venture	-	-	-
Total	2	6	8

List of Wholly Owned Subsidiaries:

?€? Stelis Pte. Ltd, Singapore

?€? Biolexis Private Limited, India

?€? Stelis Biopharma UK Private Limited, UK

?€? OneSource Specialty Pharma Inc, USA

?€? OneSource Specialty Pte. Limited, Singapore

?€? Strides Pharma Services Private Limited, India

Step-down wholly-owned Subsidiaries:

?€? Biolexis Pte. Ltd, Singapore

?€? OneSource Softgels Pte. Ltd., Singapore (formerly known as Strides Softgels Pte. Ltd.)

The companies which became or cease to be its subsidiaries, joint ventures or associate companies during the year:

During the year under review, following companies became wholly owned subsidiaries (WOS) and step- down subsidiaries of the company pursuant to approval of the Scheme of arrangement amongst "Strides Pharma Science Limited, Steriscience Specialties Private Limited (Steriscience) and OneSource Specialty Pharma Limited" effective from November 27, 2024.

#	Name of entity	Status
1	Strides Pharma Services	Wholly owned
	Private Limited	subsidiary
2	OneSource Specialty Pte. Ltd.
3	OneSource Softgels Pte. Ltd	Step-down subsidiary

9. Accounts of Subsidiaries

In accordance with Section 129 (3) of the Act, the Company has prepared a consolidated financial statement.

A statement containing salient features of the financial statements of the Companys subsidiaries, as required in Form AOC 1 is enclosed as Annexure- 1 to this Report.

10. Corporate Governance Report

As per the SEBI Listing Regulations, the Corporate Governance Report, along with a certificate from Vijayalakshmi K., Practicing Company Secretary, Bengaluru, for the FY25, forms part of this Annual Report.

11. Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management Discussion and Analysis Report for FY25 forms part of this Annual Report.

12. Business Responsibility and Sustainability Report

As per SEBI Listing Regulations, the Business Responsibility and Sustainability Report of the Company for FY25 forms part of this Annual Report.

13. Employee Stock Option Scheme

The Company has Stock Option Plan viz., OneSource Specialty Pharma Limited: Employee Stock Option Scheme 2021 (ESOP Scheme).

A detailed statement on stock options granted to Employees under the ESOP Plan as required under Section 62 of the Act, read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is enclosed as Annexure- 2 to this Report and the scheme is also available at website of the Company:

14. Particulars of Employees and Remuneration

The percentage increase in remuneration, ratio of remuneration of directors and key managerial personnel (KMP) (as required under the Act) to the median of employees remuneration forms part of this report and is appended herewith as Annexure- 3 to this report.

Further, as per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees employed throughout the year and in receipt of remuneration of 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of 8.50 lakh or more per month is to be provided.

However, in terms of the first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto.

The said information is available for inspection at the registered office of the Company up to the date of ensuing AGM. Shareholders interested in obtaining a copy may request the same by writing to the Company Secretary.

15. Corporate Social Responsibility (CSR)

The Company is not required to spend on CSR activities pursuant to the provisions of Section 135 of the Companies Act, 2013.

However, as per the sanction conditions under the Karnataka Industrial Areas Development Rules (KIADB) guidelines for OneSource: Unit 2, the Company is required to spend at least 1% of the project cost on CSR activities spread over the period of project.

Accordingly, the Board has constituted a CSR Committee to monitor the aforesaid spend under KIADB guidelines.

Based on the recommendation of the said Committee, the Board has adopted a CSR policy that provides guiding principles for selection, implementation and monitoring of CSR activities and formulation of the annual action plan.

During the year, the Committee monitored the CSR activities undertaken by the Company including the expenditure incurred thereon as well as implementation and adherence to the CSR policy.

16. Particulars of Loans given, Investments made, Guarantees given or Security provided by the Company

Details of loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the financial statements provided in this Annual Report.

17. Contracts or Arrangements with Related Parties

AH contracts/arrangements/transactions entered into by the Company during FY25 with related parties were in ordinary course of business and at arms length basis.

There are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure- 4 to this Report.

All transactions with related parties are disclosed in Note no. 33 to the Standalone Financial Statements in this Annual Report.

OneSource Policy for Governance of Related Party Transactions is available on the Companys website and web link to access the same is provided in Page 130 of the Annual Report.

18. Auditors and Audit Reports

a. Statutory Auditors

M/s Deloitte Haskins & Sells, were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on July 06, 2021 for a term of 5 years from the conclusion of the Fourteenth AGM till the conclusion of the Nineteenth AGM of the Company.

The Auditors Report given by M/s Deloitte Haskins & Sells (Firm Registration Number 008072S) for the financial year ended March 31, 2025, is enclosed along with the financial statements.

The Auditors Report for the year ended March 31, 2025, does not contain any qualifications, observations or adverse remarks.

b. Secretarial Auditors

M/s. D V & Associates, Practicing Company Secretaries (Certificate of Practice No. 11036), Ernakulam, India, is appointed as the Secretarial Auditor of the Company for the FY25.

Secretarial Audit for FY25, inter alia, included audit of compliance with the Act and the Rules made thereunder, SEBI Listing Regulations and other applicable Regulations prescribed by SEBI, amongst others.

Secretarial Audit Report in the Form No. MR-3 does not contain any qualifications, observations, reservations or adverse remarks. The said Report is enclosed as Annexure-5 to this report.

Further, in compliance with Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor, will be submitted to the stock exchanges within the statutory timelines.

During the review period, the Company received a clarification request from NSE regarding the composition of the Nomination and Remuneration Committee (NRC) under Regulation 19 of SEBI LODR, 2015, which requires an Independent Director as Chairperson. The Company promptly addressed this by reconstituting the NRC on May 09, 2025, and appointing an Independent Director as Chairperson. A formal response has been submitted to both NSE and BSE.

c. Internal Auditors

M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN: AAA-7677) are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

d. Cost Auditors

Pursuant to Section 148(1) of the Act, Company is required to maintain cost records and accordingly such accounts and records are made and maintained.

Pursuant to Section 148(3) of the Act and the Companies (Cost Records and Audit) Rules, 2014, Ashok Kumar, Cost Accountant (Registration No. 102240), has been appointed as Cost Auditors of the Company for FY25.

The Cost audit report (CRA 4) of FY24 was filed within the stipulated timeline i.e. within 30 days of the Company receiving the Cost Audit Report from the auditor.

A proposal relating to remuneration of Cost Auditors for FY26 is placed before the Shareholders for approval in the ensuing AGM.

19. Internal Financial Controls

Company has in place adequate framework for Internal Financial Controls as required under Section 134(5)(e) of the Act.

During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.

20. Risk Management

Risk Management has always been an integral aspect of our organizational activities and control systems. OneSource Risk management process covers all functions and operating locations globally at the enterprise level. The Company had an Audit and Risk Management Committee till December 10, 2024.

The Board of Directors at their meeting held on December 10, 2024, approved the dissolution of the Audit & Risk Management Committee and separate

Audit Committee and Risk Management Committee was constituted in compliance with the Listing Regulations.

Further, the Company has in place Enterprise Risk Management Policy which outlines risk management process and framework for identification and management of risks.

Terms of reference of the Committee and composition thereof including details of meetings held during FY25 forms part of the Corporate Governance Report Page 116 and additional details relating to Risk Management is provided in Page 120 of the Annual Report.

21. Other Disclosures

a. Nature of Business of the Company

During the year under review, there has been no change in the nature of business of the company. The company had entered into a scheme of arrangement and pursuant to the same, the equity shares of the company were listed on the stock exchanges during the year.

As per the Scheme, the CDMO (Contract Development and Manufacturing Organisation) business of Steriscience Specialities Private Limited and the Oral Soft Gelatin business of Strides Pharma Science Limited were demerged into the Company to form a focused specialty pharmaceutical platform.

The said restructuring has resulted in the Company emerging as a pure-play Specialty Pharma CDMO, covering biologics, complex injectables, and oral technologies.

Pursuant to the Scheme sanctioned by the Honble National Company Law Tribunal, Mumbai Bench and the listing of the Companys equity shares, the business model has evolved into a globally oriented CDMO operation, with renewed strategic focus and operational independence.

b. Deposits

During the year under review, Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and Rules framed thereunder.

Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

c. Vigil Mechanism/Whistle Blower policy

Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company, which is in conformity with the provisions of the Act and SEBI Listing Regulations.

The said Policy provides appropriate avenues to the directors, employees and stakeholders of

the Company to make protected disclosures in relation to matters concerning the Company.

The Policy aims to:

?€? allow and encourage stakeholders to bring to the managements notice concerns about unethical behavior;

?€? ensure timely and consistent organisational response;

?€? build and strengthen a culture of transparency and trust; and

?€? provide protection against victimization.

The said Policy also establishes adequate mechanism to enable employees to report instances of leak or suspected leak of unpublished price sensitive information.

Audit Committee of the Company oversees implementation of the Whistle Blower Policy.

Every director/employee of the Company has been provided access to the Audit Committee Chairperson/Whistle Officer through email or correspondence address or by calling designated toll-free number, should they desire to avail the vigil mechanism.

During the review period, none of the personnel of the Company has been denied access to the Audit Committee.

During the year, Company has not received any protected disclosure.

OneSource Whistle Blower Policy is available on the Companys website and web link to access the same is provided in Page 130 of the Annual Report.

d. Policy on Directors Appointment and Remuneration (OneSource Nomination and Remuneration Policy)

Company has formulated a Nomination and Remuneration Policy for the Board of Directors including Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and other employees of the Company.

The said Policy inter-alia covers criteria for appointment and remuneration of Directors, KMP and SMP including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Act.

OneSource Nomination and Remuneration Policy is available on Companys website and web link to access the same is provided in Page 130 of the Annual Report.

e. Disclosure on compliance with Secretarial Standards

Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

f. Reporting of Fraud

No frauds were reported by Auditors of the Company as specified under Section 143 of the Act for FY25.

g. Significant and material orders passed by Regulators or Courts

There were no significant and material orders passed by Regulators/Courts that would impact the going concern status of the Company and its future operations.

h. Annual Return of the Company

Pursuant to Section 92 of the Act and Rules made thereunder, draft Annual Returns has been uploaded on the website of the Company and can be accessed at .

i. Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo

Details of Energy Conservation, R&D, Technology Absorption and Foreign Exchange Earnings/Outgo is enclosed as Annexure- 6 to this Report.

j. General

a. During the year, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (IBC). Further, there are no proceedings admitted against the Company under IBC.

b. During the year, there was no one-time settlement done with the Banks or Financial Institutions.

Therefore, the requirement to disclose details of difference between amount of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

22. Declaration by Independent Directors

In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, Independent Directors of the Company have confirmed that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

Independent Directors of the Company have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields and fulfil the conditions specified in the SEBI Listing Regulations and are independent of management.

Further, all Independent Directors have confirmed that they are registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

23. Board Evaluation

Evaluation of all Directors, and the Board as a whole was conducted for the year.

Evaluation process has been explained in Page 113 of this Annual Report.

24. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between end of the Financial Year to which this financial statement relates and the date of this report.

25. Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Act with respect to the Directors Responsibility Statement, Board of Directors of your Company state that:

(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) directors have selected such accounting policies and applied them consistently and made judgements 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 financial year and of the profit and loss of the Company for that period;

(c) directors have taken proper and sufficient care 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;

(d) directors have prepared the annual accounts of the Company on a going concern basis;

(e) directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

26. Disclosure of compliance with other statutory

laws

a. Prevention of Sexual Harassment at workplace (POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules framed thereunder. OneSource has adopted a gender-neutral policy.

POSH Act, Company has constituted Internal Complaints Committee (ICC) to redress complaints received on sexual harassment. Adequate trainings and awareness programmes against sexual harassment are conducted across the organisation to sensitize employees to uphold dignity of their colleagues and prevention of sexual harassment.

Disclosure relating to POSH complaints during the year is provided in Corporate Governance report on Page 127 of this Annual report.

In terms of POSH Act, Company has constituted Internal Complaints Committee (ICC) to redress complaints received on sexual harassment. Adequate trainings and awareness programmes against sexual harassment are conducted across the organisation to sensitize employees to uphold dignity of their colleagues and prevention of sexual harassment.

Details of POSH complaints during the year are as follows:

i. Number of Sexual Harassment Complaints received

ii. Number of Sexual Harassment Nil

Complaints disposed off

iii. Number of Sexual Harassment Complaints pending beyond 90 days

b. Compliance with the Maternity Benefit Act, 1961

During the year under review, the company has duly complied with provisions of the Maternity Benefit Act, 1961 and all the facilities and support systems are in place to ensure a safe, secure, and inclusive working environment for women employees, in line with the requirements prescribed under the Act and relevant rules thereunder.

c. Number of employees as on the financial year ended March 31, 2025

i. Female	186
ii. Male	1,110
iii. Transgender	0

27. Acknowledgement

Your directors take this opportunity to express their sincere gratitude to all employees, customers and suppliers who have contributed to OneSource success over years. Their hard work, dedication and support have been instrumental in achieving our goals and driving our business forward.

We would also like to thank our shareholders for their continued trust and investment in the Company.

We are committed to build strong relationships with all our stakeholders, and we value their feedback and inputs as we strive to improve and grow our business.

We look forward to your continued support in the years ahead.

	For and on behalf of the Board of Directors
	Arun Kumar	Neeraj Sharma
Date: August 04, 2025	Chairperson, Non-Executive Director	Managing Director
Place: Bengaluru	DIN: 00084845	DIN: 09402652