Parmax Pharma Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present Thirty First Annual Report along with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial performance of the Company on standalone basis for the year ended March 31, 2025 is summarized below:

(Rs. in lacs except per share data)

Particulars	2024-25	2023-24
Net Total Income	2820.39	1110.12
Less: Operating and Admin. Exps.	2511.18	1504.54
Profit before depreciation and Taxes	-136.40	-394.42
Less: Depreciation	103.16	171.17
Less: Extraordinary/Exceptional Items	0.00	0.00
Net Profit/(Loss) on sale of Fixed Assets	0.00	0.00
Profit before Tax (PBT)	-239.51	-565.59
Less: Taxes (including deferred tax and fringe benefit tax)	30.10	9.46
Profit after Tax (PAT)	-209.40	-575.05
Balance Available for appropriation	-643.98	-434.58
Which the Directors propose to appropriate as under:
(i) Proposed Dividend	0.00	0.00
(ii) Corporate Dividend Tax	0.00	0.00
Balance carried to Balance Sheet as Retained Earnings	-643.98	-575.05
Earnings per Share (Rs.)	-5.60	-15.37

FINANCIAL REVIEW AND HIGHLIGHTS

REVENUE FROM OPERATIONS:

In FY 2025, your Company recorded total revenue from operations of Rs. 2820.39 lacs as against Rs. 1105.30 lacs lacs in FY 2024.

REPORTED NET PROFIT AFTER TAX / (LOSS) Reported PAT was Rs. (209.40) lacs in FY 2024 as against Rs. (575.05) lacs in FY 2024.

DIVIDEND

In absence of profit, the Board of Directors of the Company has not declared any dividend for the year ended March 31, 2025.

CAPITAL STRUCTURE

As on March 31, 2025, the companys authorised share capital was Rs.6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 (Sixty lacs only) equity shares of Rs.10/- (Rupees Ten only) each.

The Companys paid up capital is Rs.3,74,13,000/- (Rupees Three Crore Seventy four lacs thirteen thousand Only) divided into 37,41,300 (Thirty Seven Lacs forty one thousand and three hundred only) equity shares of Rs.10/- (Rupees ten only) each.

There is no change in share capital of the Company during the year.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As on 31^st March, 2025, Your Company has Nil Subsidiary/Joint Venture/ Associate Company

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans, Guarantees or made Investments as at 31^st March, 2025.

LIQUIDITY

The Company has cash and cash equivalents of Rs.9.03 Lacs as on March 31, 2025 to meet the liquidity requirement.

TERM DEBT

During the FY 2024-25, the Company has availed any fund-based credit facilities of Rs. 840 Lacs and having outstanding liability of Rs.770.35 Lacs as on 31^st March, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Umang Alkesh Gosalia is liable to retire by rotation at the ensuing AGM in compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment. The Independent Directors of Company are not liable to retire by rotation as per provisions of section 149(13) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with rules issued there under as well as Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force). The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The details of policy on Directors Appointment, its remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178; and performance evaluation has been described in detail in the report on Corporate Governance of the Company which forms and integral part of the report.

NUMBERS OF MEETINGS OF BOARD

The Board met six times during financial year 2024-25, the details of which are provided in the Corporate Governance Report. The gap between any two meetings was within the period prescribed by the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2025:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

In terms of the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, an annual performance evaluation is undertaken. The details of the evaluation process, parameters etc. are set out in the Corporate Governance Report which forms a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors, based on the information and representations received from the Management of the Company, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

b) they 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 March 31, 2025 and of the Profit of the company for that period;

c) they have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2025; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively throughout the financial year ended March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, outlook, operational performance and state of affairs of your Company.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Auditors on its compliance forms an integral part of this report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. B A Shah S R Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 128796W) ("Existing Auditors") were appointed as statutory auditors of the Company at Twenty ninth AGM to hold office upto Thirty fourth AGM of the Company to audit the financial statement from FY 2022-23 to FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Reports for the financial year ended March 31, 2025 on the financial statements (Standalone and consolidated) of the Company is a part of Annual Report. The auditors report contain following qualification.

i) The investments made by the Company, during the year, are not prejudicial to its interest, except Company has invested sum of Rs. 40 lakhs during the year with Aditya Birla Sun life Mutual Fund. Investment is in the name of Managing Director Umang A. Gosalia which is nominated to Namrata U. Gosalia which is in contravene of section 187 (1) of Companies Act, 2013.

The Management is in procedure of transferring this investment in the Companys name after following all necessary procedures.

ii) The company has accepted deposits of Rs. 25 lakhs from Relative of Directors and Hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of deposit) Rules, 2015 with regard to the deposits accepted from the relative of Director is contravening. According to information and explanations provided to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

The Management is in procedure of complying with the provisions of the Companies Act, 2013.

Secretarial Auditors

The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - B. The said Secretarial Audit Report does not contains following qualification:

i) The investments made by the Company, during the year, are not prejudicial to its interest, except Company has invested sum of Rs. 40 lakhs during the year with Aditya Birla Sun life Mutual Fund. Investment is in the name of Managing Director Umang A. Gosalia which is nominated to Namrata U. Gosalia which is in contravene of section 187 (1) of Companies Act, 2013.

The Management is in procedure of transferring this investment in the Companys name after following all necessary procedures.

ii) The company has accepted deposits of Rs. 25 lakhs from Relative of Directors and Hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of deposit) Rules, 2015 with regard to the deposits accepted from the relative of Director is contravening. According to information and explanations provided to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

The Management is in procedure of complying with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of Mr. Samsad Alam Khan (Membership No. F13629, CP No.13972), a peer reviewed Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Company is not required to get its cost records audited for the financial year 2024-25.

The Board has appointed M/s B A Shah Associates as Internal Auditors of the Company for the period of two years up to FY 24-25 under Section 138 of the Companies Act, 2013 as per the scope provided by the Board.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the financial year 2024-25 were on arms length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is set out in Annexure-A. Further, there is no material transaction with any related party during the year under review. The Company complies with the policy on related party transactions while identification and monitoring it.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

All related party transactions are placed before the Audit Committee as also to the Board for review and approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are reviewed by Audit Committee and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review on a quarterly basis. The Company regularly makes necessary modifications to the said policy in line with the amendments as introduced in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.

ANNUAL RETURN

The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Boards Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://parmaxpharma.com/annualreports.aspx

EMPLOYEE AND RELATED DISCLOSURES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

As per the provisions of Section 136(1) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-C.

CORPORATE SOCIAL RESPONSIBILITY

This clause is not applicable.

MATERIAL CHANGES:

There was a fire incident in the factory during FY 2023-24 which caused significant damage in the manufacturing plant. However, the company has already started the process for filing the insurance claim to cover the said damage. There are no other material changes and commitments that would affect the financial position of the company from the end of the financial year of the company to which the financial statements relate and the date of the directors report.

CORPORATE GOVERNANCE:

The Company is dedicated to enhancing stakeholder value through the rigorous application of good Corporate Governance principles, in accordance with legal requirements and the stipulations outlined in the Listing Regulations. Our objective, shared by the management and employees, is to manufacture and market our products in a manner that generates long-term, sustainable value for consumers, shareholders, employees, business partners, and the broader national economy. In support of this commitment, we have obtained a certificate from the Companys auditors confirming compliance with the Corporate Governance conditions set forth in the Listing Regulations. This certificate is enclosed for your review.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Internal Rules/ Code of Conduct of the Company. The details of the same have been described in more depth in Corporate Governance Report.

The Company has established system for reporting, investigation and suitable action in line with the whistle blower policy. The whistle blower Policy is also available on Companys website at weblink: https://parmaxpharma.com/annualreports.aspx

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2025 are annexed to this report as Annexure-D.

SECRETARIAL STANDARDS OF ICSI

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

INDIAN ACCOUNTING STANDARDS

The Company adopted Indian Accounting Standards (Ind AS) from April 1, 2017. Accordingly, the financial statements have been prepared in compliance with Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. In the preparation of financial statements, no treatment which is different from that prescribed in an Accounting Standard has been followed.

OTHER DISCLOSURES

Few statutory disclosures the Company is required to do are as under:

? The Board of Director of the Company has not proposed any amount for transfer to the reserve for the financial year ended March 31, 2025.

? The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

? The Managing Director of the Company has not received any remuneration or commission from any of Companys subsidiaries.

? There has been no instance of any revision in the Boards Report or the financial statement under Section 131(1) of the Act.

? During the year under review, there were no complaints/ cases filed/ pending/ disposed-off pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of Internal Complaints Committee and other provisions under the said Act.

? The Company has complied with the Maternity Benefit Act, 1961 and all eligible women employees are granted paid maternity leave as per the Act.

? No application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2025.

? No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

? There have been no material changes/ commitments, affecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of the report. There has been no changes in nature of business of the Company.

? All the recommendations made by the Audit Committee were accepted by the Board of Directors.

? The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

? 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 Not Applicable

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to dealers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of

Parmax Pharma Limited

Umang Gosalia

Managing Director

DIN: 05153830

Place: Rajkot

Date: August 14, 2025