Onyx Biotec Ltd Directors Report

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Onyx Biotec Ltd Share Price directors Report

TO,

THE MEMBERS,

ONYX BIOTEC LIMITED

Directors are pleased to submit the 21 st Annual Report on the business and operations of your Company ( Onyx Biotec Limited ), along with the audited financial statements, for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2026 and the corresponding figure for the previous year are as under: ( in Lakhs except EPS)

Fiscal
Particulars 2025-26 2024-25
Revenue from Operations 6,946.94 6,195.37
Other Income 44.46 116.51
Total Income 6,991.40 6,311.88
Total Expenditure 7,033.57 5,664.06
Profit before tax (42.16)
647.82
Current Tax 5.42 106.40
Income tax Adjustment 34.88 3.06
Deferred Tax Adjustment (61.02) 42.93
Profit after Tax (21.44) 495.42
Basic Earnings per share (in ) (0.12) 3.31

2. TRANSFER TO RESERVES

In view of the financial position of the Company, the Board has not proposed any transfer to the General Reserve for the financial year under review.

3. DIVIDEND

With a view to conserving resources to strengthen the Companys financial position and support its working capital requirements, the Board of Directors has not recommended any dividend for the financial year 2025 26.

4. STATE OF COMPANY S AFFAIRS

Your Directors present the operational and financial performance of the Company for FY2026.The key highlights of FY2026 are as follows:

Revenue from operations on a standalone basis increased to 6,946.94 lakhs in FY2026 from 6,195.37 lakhs in FY2025, registering a growth of 12.13%.

The Company reported a loss after tax of 21.44 lakh during FY 2025-26 as against an operating profit of 495.42 lakhs in FY 2024-25. The loss during the year was primarily attributable to the provision for doubtful debts amounting to 150.00 lakhs made by the Company during the financial year.

The Company remains focused on improving operational efficiencies and profitability and is well positioned to achieve stronger operational and financial performance in FY2027.

5. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business and operations of the Company.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

There was no change in the name and / or status of the Company during FY2026.

7. DEMATERIALISATION OF SHARES

As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0WVU01018. M/s. MAS Services

Limited is the Registrar and Share Transfer Agent of the Company and handles investor s related matters under the supervision of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

Pursuant to the applicable provisions of the Companies Act, 2013, the Board confirms that no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this Report.

9. SHARE CAPITAL

a. Authorised Share Capital

During the Financial Year under review, there was no change in the Authorized Share Capital or the Issued, Subscribed, and Paid-up Equity Share Capital of the Company.

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs. 20,00,00,000 (Rupees Twenty Crores only), divided into 2,00,00,000 Equity Shares of Rs. 10/- each.

b. Issued, Subscribed, and Paid-up Share Capital

The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2026, stood at 18,13,22,000 (Eighteen crore thirteen lakh twenty-two thousand.), comprising 1,81,32,200 equity shares of 10 each., fully paid up.

During the Financial Year 2025-26, the Company has neither issued any equity shares with differential voting rights nor granted any stock options, sweat equity shares, or warrants. The Company has not bought back any of its securities and there was no forfeiture or cancellation of shares during the year.

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

The Memorandum of Association and the Articles of Association of the Company remained unchanged during the financial year under review, and no alteration or amendment was carried out thereto.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, there are 8 (Eight) Directors in your Company. The detail is as under:

DIN Name Designation Appointment date
02214242 Sanjay Jain* Managing Dircetor May 27,2008
09793917 Harsh Mahajan Whole-time Director November 1, 2022
02214241 Naresh Kumar Whole-time Director May 27, 2008
08569677 Parmjeet Kaur Director December 1, 2019
08295419 Vineet Singh Independent Director July 26, 2024
10257604 Nitesh Garg Independent Director July 26, 2024
10716928 Prince Preet Singh Independent Director July 26, 2024

*Mr. Sanjay Jain (DIN: 02214242), as Managing Director, and Mr. Lakshya Jain (DIN: 09377707), as Whole-time Director, resigned from their respective positions with effect from May 26, 2026.

None of the directors are disqualified under section 164 of Companies Act, 2013. During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

PAN Name Designation Appointment/ Cessation date
09793917 Harsh Mahajan CFO, CEO July 23, 2024
AOKPC1056L Ruchi Chowdhury Company Secretary March 29, 2025

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Harsh Mahajan (DIN: 09793917), Whole-Time Director is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing annual general meeting. Mr. Harsh Mahajan is not disqualified under Section 164 of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the Annexure to the Notice of AGM forming part of the Annual Report.

12. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in SSection 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board s Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

14. BOARD MEETING

During the year under review Board met on 28-05-2025, 01-09-2025, 13-11-2025, 19-01-2026 and 26-03-2026. There were 5 (Five) board meetings held during FY 2025-26, in accordance with the provisions of Companies Act, 2013.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

15. MEETING OF THE INDEPENDENT DIRECTORS

During FY2026, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 26-03-2026. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

16. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors Category
Mr. Vineet Singh Independent Director Chairperman
Mr. Prince Preet Singh Independent Director
Mr. Nitesh Garg Independent Director
Mr. Harsh Mahajan Whole-time Director

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors Category
Mr. Nitesh Garg Independent Director Chairperson
Mr. Prince Preet Singh Independent Director
Ms. Parmjeet Kaur Non-Executive Non-Independent Director

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors Category
Mr. Nitesh Garg Independent Director Chairperson
Mr. Vineet Singh Independent Director
Mr.Harsh Mahajan Whole-Time Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

17. VIGIL MECHANISM

To meet the requirements under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company s website at www.onyxbiotec.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2026.

18. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report. The Company s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www.onyxbiotec.com.

19. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year 2025-26, the Company incurred a loss of (21.44) lakhs. However, in accordance with the provisions of Section 135 of the Companies Act, 2013, the applicability of Corporate Social Responsibility (CSR) is determined based on the criteria prescribed under the Act, including the net profit of the immediately preceding financial year. Since the Companys net profit for FY 2024-25 exceeded 5 Crores, the provisions relating to CSR became applicable to the Company with effect from April 1, 2025. Accordingly, the Company has constituted a CSR Committee and adopted a CSR Policy in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, Annexure 1 .

The Corporate Social responsibility Committee of the Board comprises of:

Name of Directors Category
Mr. Harsh Mahajan Whole-Time Director- Chairman
Mr. Nitesh Garg Independent Director
Mr. Vineet Singh Independent Director

20. RISK MANAGEMENT POLICY

The Company s Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage.

21. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company did not have any subsidiary, associate or joint venture company during the financial year under review and, accordingly, no entity was required to be consolidated with the Company as at March 31, 2026.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

Pursuant to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, as amended, read with the relevant notifications issued by the Ministry of Corporate Affairs from time to time, companies whose equity shares are listed on the SME Exchange are exempt from the mandatory adoption of Indian Accounting Standards (Ind AS).

Since the equity shares of the Company are listed on the NSE EMERGE, the Company is covered under the aforesaid exemption. Accordingly, the financial statements of the Company have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, and are not required to be prepared in accordance with Ind AS.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, no significant or material orders were passed by any regulatory authority, court, or tribunal that would have an impact on the Companys going concern status or materially affect its future operations.

24. CORPORATE GOVERNANCE

The Company is listed on the NSE EMERGE platform. In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations), the provisions of Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paragraphs C, D and E of Schedule V of the SEBI (LODR) Regulations are not applicable to the Company.

As the Companys Equity Shares are listed on NSE EMERGE platform, the provisions of the Companies Act, 2013 relating to Corporate Governance are complied. Further, the corporate governance provisions under the SEBI (LODR) Regulations are also complied by the Company as it is committed to maintain high standards of corporate governance and has voluntarily adopted appropriate governance practices.

The Company has, inter alia, constituted an Audit Committee a Nomination and Remuneration Committee, and CSR Committee and has appointed Independent Directors, on its Board in accordance with the applicable provisions of the Companies Act, 2013. The Board of Directors functions either directly or through its duly constituted committees to oversee specific areas of the Companys operations and governance, ensuring transparency, accountability and effective decision-making.

25. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company had appointed M/s. R C A and Co LLP, (FRN: 011602N/N500350), Chartered Accountants as Statutory Auditors for a term of 5 (five) consecutive financial years from 2024-25 to 2028-29.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. A21427 CP No.15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2025-26. He is having more than 19 years of the experience in the corporate law compliances, legal due diligence and audit, litigations. The Secretarial Audit Report submitted by him, for FY2025-26 is annexed herewith marked as Annexure 2 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee. M/s. Kishore & Kishore, Chartered Accountants (FRN No. 007351N), was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

D. COST AUDITORS AND THEIR AUDIT REPORT

M/s. K K Sinha & Associates, Cost Accountants, (Firm Registration No. 100279) were appointed as the Cost Auditors to conduct the audit of the Company s cost records for the financial year ending 31st March, 2026.

The Cost Audit Report for FY 2025-26 will filed with the Central Government within the prescribed statutory timelines. The Company maintains cost records in accordance with the provisions of Section 148(1) of the Act.

In accordance with the provisions of Section 148(3) of the Act, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting the cost audit of the Company for the Financial Year 2025-26, as recommended by the Audit Committee and approved by the Board of Directors, are required to be ratified by the Members of the Company. Accordingly, the same is being placed before the Members for ratification and forms part of the Notice of the AGM.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. Further, the observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

27. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee. The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Company s website at www.onyxbiotec.com

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes of the Financial Statements for the financial year ended March 31, 2026.

32. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March 2026.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm s length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2026, is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website: www.onyxbiotec.com

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

The details of conservation of energy and technology absorption as required by the Company along with, the foreign exchange earnings and outgo for the financial year ended March 31, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as Annexure 3 and forms part of this report.

35. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under 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, is provided in a separate Annexure-4 forming part of this report.

36. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the 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 are not applicable.

38. DIRECTOR S RESPONSIBILITY STATEMENT

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

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and statement of the profit & loss of the Company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.

The Code is displayed on the Company s website at www.onyxbiotec.com

40. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. The Committee met once during the FY2026.

There was no complaint pending at the beginning and at the end of FY2025-26. No complaints have been received by the Committee during the FY2025-26.

41. MATERNITY BENEFIT ACT

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.

42. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a Management Discussion and Analysis Report are set out as a separate section in this Annual Report which forms an integral part of this report.

43. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( the IEPF Rules ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

44. MATERNITY BENEFIT ACT, 1961

The Company continues to uphold its commitment to the well-being of its employees, with a special focus on creating an inclusive and supportive workplace. In accordance with the Maternity Benefit Act, 1961, the Company has ensured full compliance with all applicable provisions, including paid maternity leave, work-from-home flexibility, and creche facilities (wherever applicable).

45. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with this objective in place, we have drawn a comprehensive human resource strategy which addresses all key aspects of human resource development including:

(i) Adoption of fair business practices;

(ii) Promoting workforce diversity, evolution of performance-based compensation packages to attract and retain the talent;

(iii) Rewards & recognition and several best-in-class employee initiatives; and

(iv) Delivery of training programs to improve technical, functional and managerial competence..

The belief Cultivating talent, driving growth has been at the core of the Company s approach to its people.

46. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

47. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, we have strengthened our recycling initiatives across all departments, encouraging the reuse and proper segregation of materials to minimize landfill waste. We have adopted a multi-faceted approach to reducing our ecological footprint, starting with the transition to paperless operations through the use of digital communication channels to send electronic copy of the Notice of the 21st Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company s website at www.onyxbiotec.com.

48. ACKNOWLDGEMENTS

Your directors take this opportunity to express their sincere thanks to our dedicated employees, partners, and stakeholders whose contributions have been vital in advancing our strategic objectives. Your directors also wish to express their appreciation to the Government of India, Financial Institutions, Bankers and Customers for their co-operation and assistance extended. The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received For and on behalf of the Board of Directors

ONYX BIOTEC LIMITED

Harsh Mahajan Naresh Kumar
Date: May 14, 2026 (Whole-time director & CFO) (Whole-time director)
Place: Solan DIN: 09793917 DIN: 02214241

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.