Oxygenta Pharmaceutical Ltd Directors Report

To the Members,

The Directors have pleasure in presenting before you the 32nd Boards Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rs. In Lakhs)

Particulars	Amounts
	2024-25	2023-24
Revenue from operations	10929.86	3964.21
Other income	130.91	4.24
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(868.56)	(965.41)
Less: Depreciation/ Amortization/ Impairment	178.16	159.39
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(1046.72)	(1124.8)
Less: Finance Costs	361.42	266.07
Profit /loss before Exceptional items and Tax Expense	(1408.14)	(1390.87)
Add/(less): Exceptional items	27.00	(3.70)
Profit /loss before Tax Expense	(1435.14)	(1387.17)
Less: Tax Expense (Current & Deferred)	(405.31)	(1,039.24)
Profit /loss for the year (1)	(1029.83)	(347.93)
Total Comprehensive Income/loss (2)	(1040.56)	(340.82)
Total (1+2)	(2070.39)	(688.75)

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs. 11060.77 Lakhs as against total revenue of Rs. 3968.45 Lakhs for the previous financial year. The company incurred a net loss of Rs. 1,029.83 Lakhs for the financial year 2024-25 as against the net loss of Rs. 347.93 Lakhs for the previous year.

3. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS:

The information on Companys affairs and/ or the operational performance have with the related aspects if any, is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report. The Management Discussion and Analysis report is attached herewith as Annexure - V

2. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve for the financial year ended March 31st, 2025.

4. DIVIDEND:

Based on Companys performance the directors of the Company have decided not to recommend any dividend for the year 2024-25 and also had not declared any dividend during the period under the review.

3. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in the nature of Business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS:

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company and date of this report, except as disclosed elsewhere in report.

6. CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under the review the Company does not have any Subsidiaries / Associates/ Joint Ventures. However, Virupaksha Organics Limited has become the Holding Company of the Company w.e.f. 20.06.2025 by virtue of an open offer after complying with the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2015.

7. FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the period under the review the since the Company does not have any Subsidiaries / Associates/ Joint Ventures this is will not be applicable.

8. SHARE CAPITAL:

During the period under the review there were following changes that took place in the Authorised Share capital and Paid-up Share Capital of the Company:

Authorised Share Capital:

The authorised share capital of the Company increased from Rs. 35,00,00,000/- (Rupees Thirty-Five Crore Only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.37,50,00,000/- (Rupees Thirty-Seven Crores Fifty Lakhs Only) divided into 3,75,00,000 (Three Crore Seventy-Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Paid-up Share Capital:

The issued, subscribed and paid-up share capital of the Company has increased from Rs. 33,48,35,000/- (Rupees Thirty-Three Crores Forty-Eight Lakhs Thirty-Five Thousand Only) divided into 3,34,83,500 (Three Crores Thirty-Four Lakhs Eighty-Three Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 36,98,35,000/- (Rupees Thirty-Six Crores Ninety-Eight Lakhs Thirty-Five Thousand Only) divided into 3,69,83,500 (Three Crores Sixty-Nine Lakhs Eighty-Three Thousand Five-Hundred Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The share capital was increased pursuant to allotment of equity shares on preferential basis as detailed below:

• The Company issued and allotted 20,00,000 (Twenty Lakhs Only) Equity Shares at the issue price of Rs.16/- (Rupees Sixteen Only) per share including a premium of Rs.6/- (Rupees Six Only) per share on preferential basis in the Board meeting dated 21st May, 2024.

• The Company allotted 10,00,000 (Ten Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 15/- (Rupees Fifteen Only) (including premium of Rs.5/- per share) upon conversion of convertible warrants on receipt of the requisite pending amount in the Board meeting dated 16th October, 2024.

• The Company further allotted 5,00,000 (Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each at a price of Rs. 15/- (Rupees Fifteen Only) each (including a premium of Rs.5/-) upon conversion of convertible warrants on receipt of the requisite pending amount in the Board meeting dated 18th October, 2024.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review and as on the date of this annual report following are the changes in the directors and key managerial personnels as detailed below:

Appointments:

• Mrs. Aakanksha Sachin Dubey (DIN: 08792778) was appointed as an Additional Director (Independent Category) of the Company w.e.f. 05.09.2024;

• Mr. Balasubba Reddy Mamilla (DIN: 01998852) was appointed as an Additional Director (Executive Category) of the Company w.e.f. 20.06.2025;

• Mr. Chandra Mouliswar Reddy Gangavaram (DIN: 00046845) was appointed as an Additional Director (Executive Category) of the Company w.e.f. 20.06.2025;

• Mr. Sidda Reddy Kanuparthi (DIN: 07156289) was appointed as an Additional Director (Independent Category) of the Company w.e.f. 20.06.2025;

• Mrs. Vedavathi Gangavaram (DIN: 02870966) was appointed as an Additional Director (Non-Independent Category) of the Company w.e.f. 20.06.2025;

• Mr. Veera Reddy Arava (DIN: 10832178) was appointed as an Additional Director (Independent Category) of the Company w.e.f. 20.06.2025;

• Mrs. Sharvari Swapnil Shinde (DIN: 11149764) was appointed as an Additional Director (Independent Category) of the Company w.e.f. 20.06.2025;

• Ms. Kumkum Bajaj appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 14.08.2025.

Resignation:

• Mr. Vidya Sagar Devabhaktuni (DIN: 05317783) retired and resigned from his position as an Independent - Non-Executive Director owing to the completion of his tenure of two (2) terms of Five (5) consecutive years as an independent director in the Company w.e.f. 01.10.2024;

• Mrs. Padmaja Surapureddy (DIN: 05358127) resigned from his position as an Independent - NonExecutive Director of the Company w.e.f. 20.06.2025;

• Mr. Bharath Reddy Guntuku (DIN: 09737242) resigned from his position as an Independent - NonExecutive Director of the Company w.e.f. 20.06.2025;

• Mrs. Aakanksha Sachin Dubey (DIN: 08792778) resigned from her position as an Independent - NonExecutive Director of the Company w.e.f. 20.06.2025;

• Mr. Raghavender Rao Kanuganti (DIN: 08766586) resigned from his position as an Executive Director of the Company w.e.f. 20.06.2025;

• Mr. Sunil Vishram Chawda (DIN: 02369151) resigned from his position as an Executive Director of the Company w.e.f. 20.06.2025;

• Mrs. Sravani Reddy Gantla (DIN: 08809876) resigned from her position as an Executive Director of the Company w.e.f. 20.06.2025.

• Ms. Dolly Mandhan resigned from her position as the Company Secretary & Compliance Officer of the Company w.e.f. 14.08.2025

• Mr. Vankineni Sai Sudhakar resigned from his position as Managing Director and Chief Financial Officer of the Company w.e.f. 18.08.2025.

• Mr. Sanagari Kondal Reddy resigned from his position as an Independent Director of the Company w.e.f. 18.08.2025.

10. OPEN OFFER:

During the period under the review and as on the date of the report the public shareholders of the Company have received Two (2) open offers as detailed below:

Open Offer by Mr. M V S Prasad Reddy (Acquirer):

In terms of the Share Purchase Agreement dated 08th April, 2024 entered into between Mr. K Raghavender Rao (One of the “Promoter” of the Company) and Mr. M V S Prasad Reddy (“Acquirer”) it was agreed by the Promoter to sell 8,00,000 shares with 2.16% voting rights in the Company and similarly based on the Memorandum of Understanding (MoU) dated 08th April, 2024 it was agreed by the non-promoters i.e. Qemiq Pharma Private Limited and Mrs. Vustala Puspalatha (“Non-Promoters” of the Company) to sell the Acquirer 39,52,600 equity shares with 10.69% of voting rights and 30,00,000 equity shares with 8.11% of voting rights and a separate allotment issue and allotment of 17,00,000 equity shares directly from the Company total aggregating 94,52,600 equity shares with 25.26% of voting rights triggering the limit to the open offer under SAST Regulations.

Accordingly, the Acquirer had decided and announced an open offer to acquire upto 96,16,000 equity shares having face value of Rs.10/- (Rupees Ten Only) each at a price of Rs.16/- (Rupees Sixteen Only) which represented 26% of the merging voting capital aggregating to a total consideration of Rs. 15,38,56,000/- (Rupees Fifteen Crores Thirty-Six Lakhs Fifty-Six Thousand Only). Following which the complete proceeds of the takeover was complied by issuing a detailed public statement on 18th April, 2024 then a Draft Letter of Offer dated 25th April, 2024 then the final letter of offer dated 01st August, 2024 and the Pre offer Advertisement and post offer advertisements all within the statutory timelines. Hence, the offer was completed with the post offer public announcement dated 06th September, 2024 which resulted in the following changes in the Company/ Target Company:

Promoters Prior to this Open Offer	Promoters Post to this Open Offer
Sai Sudhakar Vankineni	Sai Sudhakar Vankineni
Snigdha Vankineni	Snigdha Vankineni
Sumanth Simha Vankineni	Sumanth Simha Vankineni
Jhansi Rani vankineni	Jhansi Rani Vankineni
Sadasiva Reddy Devagudi	Sadasiva Reddy Devagudi
Sunil Vishram Chawda	Sunil Vishram Chawda
Manoj Sunil Chawda	Manoj Sunil Chawda
Aakanksha M Chawda	Aakanksha M Chawda
K. Raghavender Rao	K. Raghavender Rao
--	M V S Prasad Reddy
--	Amigos Molecular Solutions Private Limited
--	Rachamallu Aparna

Open offer by M/s. Virupaksha Organics Limited (Acquirer):

In terms of the Share Purchase Agreement dated 30th September, 2024 entered into between the Promoters and the Virupaksha Organics Limited (the “Acquirer”) and Chandra Mouliswar Reddy Gangavaram, Balasubba Reddy Mamilla, Chandrasekhar Reddy Gangavaram and Vedavathi Gangavaram ( the Deemed PACs”) it was agreed by the Promoter(s)/ Promoter Group to sell 1,56,41,400 shares with 42.29% voting rights in the Company and similarly based on the Memorandum of Understanding (MoU) dated 30th September, 2024 it was agreed by the non-promoters i.e. Mr. Sandeep Kumar Reddy Kommidi, Mrs. Sravani Reddy and Mrs. Anantapurguggilla Ravindranath Reddy (“Non-Promoters” of the Company) to sell the Acquirer(s) 48,35,840 equity shares with 13.08% of voting rights total aggregating 2,04,77,240 equity shares with 55.37% of voting rights triggering the limit to the open offer under SAST Regulations.

Accordingly, the Acquirer had decided and announced an open offer to acquire upto 96,16,000 equity shares having face value of Rs.10/- (Rupees Ten Only) each at a price of Rs.40/- (Rupees Forty Only) which represented 26% of the merging voting capital. Following which the complete proceeds of the takeover was complied by issuing a detailed public statement on 08th October, 2024 then a Draft Letter of Offer dated 15th October, 2024 then the final letter of offer dated 31st January, 2025 and the Pre offer Advertisement and post offer advertisements all within the statutory timelines. Hence, the offer was completed with the post offer public announcement dated 08th March, 2025 which resulted in the following changes in the Company/ Target Company:

Promoters Prior to this Open Offer	Promoters Post to this Open Offer
Sai Sudhakar Vankineni	Virupaksha Organics Limited
Snigdha Vankineni	Sai Sudhakar Vankineni
Sumanth Simha Vankineni	Snigdha Vankineni
Jhansi Rani Vankineni	Sumanth Simha Vankineni
Sunil Vishram Chawda	Jhansi Rani Vankineni
Manoj Sunil Chawda	--
Aakanksha M Chawda	--
M V S Prasad Reddy	--
Amigos Molecular Solutions Private Limited	--
Rachamallu Aparna	--
Sadasiva Reddy Devagudi	--
Kanuganti Raghavender Rao	--

11. BOARD MEETINGS:

The Board of Directors duly met Nine (9) times on 08.04.2024, 30.05.2024, 14.08.2024, 05.09.2024, 27.09.2024, 16.10.2024, 18.10.2024, 14.11.2024 and 14.02.2025 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Further, The Company is in compliance with all the applicable secretarial standards.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by theIndependent Directors after undertaking due assessment of the veracity of the same.

13. BOARD EVALUATION:

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 14th February 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

14. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www.oxygentapharma.com/ .

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) The Directors had 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 of the profit and 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 had prepared the annual accounts on a going concern basis; and

(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.

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

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure - V and forms part of this Report.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behavior and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://www.oxygentapharma.com/ .

18. DETAILS OF DEPOSITS:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there has been no non-compliance with the requirements of the Act. Also, the Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

19. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company https://www.oxygentapharma.com/ .

20. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment

B. Research & Development and Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology absorption are not applicable to the Company.

1. Research and Development (R&D): NA

2. Technology absorption, adoption and innovation: NA

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Rs. 14.34 Lakhs

2. Foreign Exchange Outgo: Rs. 807.16 Lakhs

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under the review, the Company has not given any loan, guarantees or made any investments attracting the provisions as prescribed in Section 186 of the Companies Act, 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant related party transactions made by the Company (other than the one mentioned below) with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III to this report.

23. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure -I to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and (3) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure -II to this report.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of remuneration of Mr. Said Sudhakar Vakeneni, Managing Director and Chief Financial Officer (CFO) of the Company to the median Remuneration of the employees is 4.13.

25. AUDITORS:

During the year under the review the Company had and/ or appointed following auditors based on the applicability under the provisions of Companies Act, 2013 and SEBI Regulations:

I. STATUTORY AUDITORS AND STATUTORY AUDIT REPORT:

The Shareholders of the Company at the 30th Annual General Meeting held on 30.09.2023 approved the appointment of M/s. A.M. Reddy & D.R. Reddy, Charted Accountants as Statutory Auditors of the Company for a period of Five (5) years until the conclusion of 35th Annual General Meeting to be held in the year 202728.

The Auditors Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for on basis of audited financial results of the Company for the Financial Year ended March 31,2025 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

II. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed N Vanitha, Practicing Company Secretary as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by N Vanitha, Practicing Company Secretary for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure- IV and forms integral part of this Report.

The observations in the Secretarial Audit Report are self-explanatory and do not require any comments thereon.

III. INTERNAL AUDITORS AND INTERNAL AUDIT REPORT:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. S Siva Parvathi & Associates, Chartered Accountants., the Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

IV. COST AUDITORS AND COST AUDIT REPORT:

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board has re-appointed by M/s PCR & Associates, Chartered Accountants, Hyderabad as Cost Auditors for the Financial Year 2024-25 and the same was ratified in the previous Annual General Meeting (AGM).

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors u/s 143(12).

27. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 30.05.2025, was given by V Vanitha, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

28. INTERNAL AUDIT AND FINANCIAL CONTROLS:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

29. COMMITTEES:

I. AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

II. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The Company has constituted Corporate Social Responsibility Committee of the Company in line with the provisions of Section 135 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report

V. RISK MANAGEMENT COMMITTEE: Since is Company is not in the list of top 1000 Companies based on the market capitalization as on 31st March, 2025 issued by BSE it is not required for the Company to constitute a Risk Management Committee.

30. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

During the year under the review, the Company did not attract the provisions of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 hence the company did not have to spend any amount towards Corporate Social Responsibility.

32. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

33. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

No compensation was paid to the Independent and Non-Executive Directors.

34. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

35. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (https://www.oxygentapharma.com/ ).

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee (IC) has been duly constituted as mentioned below:

During the year 2024-25, there were no complaints received by the Company.

37. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

38. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

39. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, all corporate actions done by the Company were duly implemented.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under the review there are no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

43. AGREEMENTS/MOU, ID ANY ENTERED BY THE COMPANY:

The Company has entered into an MoU with Mr. Sandeep Kumar Reddy Kommidi, Mr. Mallu Venkata Siva Prasad Reddy, Mr. Sunil V. Chawda, Mr. Manoj S. Chawda, Mrs. Aakanksha M Chawda, Mr. Sai Sudhakar Vankineni, Mrs. Snigdha Vankineni, Mrs. Rachamallu Aparna, Mrs. Sravani Reddy Gantla, Mr. Anantapurguggilla Ravindranath Reddy, M/s. Amigos Molecular Solutions Private Limited and M/s. Virupaksha Organics Limited,

There are no major agreements / MoUs entered by the company except for the above mentioned MoUs.

44. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

45. CEO/ CFO CERTIFICATION:

The Chief Financial Officer Certification on the financial statements under regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-2025 is annexed in this Annual Report.

46. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular No. SEBI/ HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that the Company is not defined as a “Large Corporate” as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

47. CREDIT RATINGS:

Since the Company, as on date of this report does not have any Debt Instruments or Fixed Deposit Programme, therefore company has not obtained any Credit Ratings during the Financial Year.

48. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www.oxygentapharma.com/

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: During the year under the review the Company allotted shares on preferential basis as detailed above in point no. 10 of this Boards Report.

51. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public. However, Company has raised funds through Preferential Allotments and conversion of warrants into equity shares of the Company during the year and there are no deviations observed on funds raised.

52. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure - V for information of the Members.

53. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure - VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

54. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under section l64(2) of the Companies Act, 2013, as on March 31,2025.

55. DECLARATION FROM DIRECTORS:

None of the Directors of the Company are disqualified from being appointed as Directors as specified under section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India (“SEBI”), Ministry of Corporate Affairs (“MCA”) or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2024-25. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

56. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

57. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Banks, RBI etc. for their continued support for the growth of the Company.

	FOR AND ON BEHALF OF THE BOARD OF
	OXYGENTA PHARMACUTICAL LIMITED
	Sd/-	Sd/-
	CHANDRA MOULISWAR REDDY	BALASUBBA REDDY MAMILLA
	GANGAVARAM	WHOLE-TIME DIRECTOR
PLACE: HYDERABAD	WHOLE-TIME DIRECTOR	(DIN: 01998852)
DATE: 25.08.2025	(DIN: 00046845)