Parmax Pharma Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present Thirty Second (32^nd) Annual Report along with the audited financial statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company on standalone basis for the year ended March 31, 2026 is summarized below:

(Rs. in lacs except per share data)

Particulars	2025-26	2024-25
Revenue from Operations	1211.16	2820.39
Other Income	4.68	3.96
Total Income	1215.84	2824.35
Operating Costs
Profit Before Depreciation, Interest, Exceptional Items and Tax (PBDIT)	(359.23)	29.41
Depreciation & Amortization Expense	(101.35)	(103.17)
Profit before Interest, Exceptional Items and Tax	(460.58)	(73.76)
Interest	123.99	(58.55)
Exceptional Items	0	(107.19)
Profit before Tax (PBT)	(584.57)	(239.51)
Tax Expense	(168.66)	(30.11)
Profit after Tax (PAT)	(415.91)	(209.40)
Other Comprehensive Income	0	0
Total Comprehensive Income for the period	(415.91)	(209.40)
Earnings per Share (Rs.)	-11.00	-6.00

FINANCIAL REVIEW AND HIGHLIGHTS

During the financial year under review, your Company achieved a Revenue from Operations of 1,211.16 as compared to 2,820.39 recorded in the previous financial year, registering a decline of 57.06% primarily due to prevailing macro-economic headwinds and lower operational activity. Other income stood at 4.68 (previous year: 3.96), bringing the Total Income for FY 2025-26 to 1,215.84 as against 2,824.35 in FY 2024-25.

Reduced top-line realisations severely impacted operating margins, resulting in a Loss Before Depreciation,

Interest, Exceptional Items, and Tax (PBDIT) of (359.23) for the year, compared to an operating profit of 29.41 in the preceding fiscal. Depreciation and Amortization expenses remained consistent at 101.35 (previous year:

103.17). Finance adjustments/interest accounted for 123.99, while no exceptional items were reported during the current period (previous year: 107.19). Consequently, Profit Before Tax (PBT) stood at (584.57) as against

(239.51) in the previous year.

After factoring in a tax adjustment of (168.66), the Net Loss After Tax (PAT) for FY 2025-26 stood at (415.91) compared to a net loss of (209.40) in FY 2024-25, resulting in a Basic and Diluted Earnings Per Share (EPS) of (11.00) per share as against (6.00) per share in the previous year. In view of the losses incurred, your Directors do not recommend any dividend for the year ended March 31, 2026, and no amounts have been transferred to General Reserves. The management remains actively focused on cost-containment measures, streamlining operations, and restoring operational stability in the upcoming fiscal year.

DIVIDEND

Considering its financial performance for the financial year ended March 31, 2026, the Board of Directors has decided not to recommend any dividend on the equity shares of the Company for the said financial year.

The decision has been taken as the Company has not generated sufficient operating profits during the year. The available resources will be retained to support the Companys working capital requirements, ongoing operations, and future business needs. Consequently, no dividend will be payable to the shareholders for the financial year ended March 31, 2026.

CAPITAL STRUCTURE

As on March 31, 2026, 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.

In June, 2026, the Company increased its authorised share capital from 6.00 crore to 10.00 crore, subject to compliance with the applicable provisions of the Companies Act, 2013.

The increase in authorised share capital has been undertaken to facilitate the proposed infusion of funds into the Company by way of equity share capital and to provide the Company with greater flexibility to meet its future funding requirements, business expansion plans, and other corporate needs.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As on 31st March, 2026, Your Company has Nil Subsidiary/Joint Venture/ Associate Company.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or made any investment made or given any guarantee pursuant to section 186 of the Companies Act, 2013.

LIQUIDITY

The Company has cash and cash equivalents of Rs.64.97 Lacs as on March 31, 2026 to meet the liquidity requirement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025 26, there was no change in the composition of the Board of Directors.

In accordance 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, Mr. Umang Gosalia, Director, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"). Being eligible, he has offered himself for re-appointment.

Changes subsequent to the end of the financial year

Subsequent to the close of the financial year, the Company appointed Mr. Pradeep Gosalia and Mrs. Salma Thobhani as Non-Executive Directors with effect from May 27, 2026. Their appointments were approved by the shareholders at the Extra-Ordinary General Meeting held on May 27, 2026.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Dhiren Shah and Mr. Sunil Shah as Non-Executive Directors of the Company, subject to the approval of the shareholders at the ensuing General Meeting. Furthermore Mrs. Salma Thobani have resigned from the company with effect from 14^th August, 2026

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors under 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 prescribed under Section 149(6) of the Companies Act, 2013, read with the rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

The Board is of the opinion that the Independent Directors of the Company possess the requisite expertise, experience and integrity necessary to discharge their duties and responsibilities effectively. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may reasonably be anticipated to impair or impact their ability to discharge their duties.

The policy relating to the appointment of Directors, remuneration, criteria for determining qualifications, positive attributes, independence of a Director and other matters prescribed under Section 178(3) of the Companies Act, 2013, as well as the manner of performance evaluation, has been disclosed in the Corporate Governance Report, which forms an integral part of this Report. There was no change in Directors and Key Managerial Personnel during the year except mentioned above.

NUMBERS OF MEETINGS OF BOARD

The Board met seven times during financial year 2025-26, the details of which are provided below. The gap between any two meetings was within the period prescribed by the Act and the SEBI Listing Regulations.

Date of Board Meeting	Umang Gosalia	Nikhil Uchat	Ami Shah
30-05-2025	Attended	Attended	Attended
01-07-2025	Attended	Attended	Attended
14-08-2025	Attended	Attended	Attended
14-11-2025	Attended	Attended	Attended
17-11-2025 (Rescheduled)	Attended	Attended	Attended
14-02-2026	Attended	Attended	Attended
25-03-2026	Attended	Attended	Attended

All Directors have attended the Annual General Meeting held on 30^th September, 2025

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2026:

a. Audit Committee

The Audit Committee, comprising Three Directors, out of them majority members are of Non-Executive and Independent Directors and all of them have financial and accounting knowledge. The constitution of Audit Committee also meets with the requirements under Section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Reg, 2015. Members are regularly present at the meetings.

The Composition of an Audit Committee as on 31.03.2026 and details of committee meetings attended by members are as under:- Mr. Nikhil Uchat Chairman Mr. Umang A. Gosalia Member Ms. Ami Shah - Member

The Audit Committee met five times during financial year 2025-26the details of which are provided below. The gap between any two meetings was within the period prescribed by the Act and the SEBI Listing Regulations.

Date of Board Meeting	Nikhil Uchat	Umang Gosalia	Ami Shah
30-05-2025	Attended	Attended	Attended
14-08-2025	Attended	Attended	Attended
14-11-2025	Attended	Attended	Attended
17-11-2025 (Rescheduled)	Attended	Attended	Attended
14-02-2026	Attended	Attended	Attended

b. Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on 31.03.2026 and the details of the meetings attended by the Directors are given below:

Mr. Nikhil S. Uchat Chairman Mr. Umang A. Gosalia Member Ms. Ami Shah - Member

The Nomination and Remuneration Committee met two times during financial year 2025-26 the details of which are provided below.

Date of Board Meeting	Nikhil Uchat	Umang Gosalia	Ami Shah
30-05-2025	Attended	Attended	Attended
25-03-2026	Attended	Attended	Attended

c. Stakeholders Relationship Committee

The Composition of Stakeholder Relationship Committee as on 31.03.2026 and details of committee meetings attended by Director are as under:-

Mr. Nikhil S. Uchat Chairman Mr. Umang A. Gosalia Member Ms. Ami Shah - Member

The Meeting of Stakeholder Relationship Committee was held on 25.03.2026 and all the members were present in the meeting.

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, 2026, 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, 2026 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, 2026; 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, 2026.

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.

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, 2026 on the financial statements (Standalone and consolidated) of the Company is a part of Annual Report. The auditors report contains three qualifications, other than this there are no any reservation or adverse remark.

Secretarial Auditors

The Report of the Secretarial Auditor for Financial Year 2025-26 is annexed herewith as Annexure - A. The said Secretarial Audit Report contains three qualifications, other than this there are no any reservation or adverse remark. 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 had appointed Mr. Samsad Alam Khan (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 and shareholders have approved their appointment in last Annual General Meeting.

Considering the financial constraints and the Business size of the Company, The Company has not carried out its Internal Auditors of the Company for the Financial Year 2025-26 under Section 138 of the Companies Act, 2013 as per the scope provided by the Board.

Response to the Qualifications of Auditors:

I. The Company has accepted deposits from an LLP, which are not covered under the prescribed exclusions from the definition of "deposit" under the Companies (Acceptance of Deposits) Rules, 2014, thereby contravening the applicable provisions of Sections 73 to 76 of the Companies Act, 2013 and the Rules made thereunder.

II. It was observed that the Companys funds were invested in mutual fund schemes held in the name of the Managing Director, rather than in the name of the Company, resulting in non-compliance with the provisions of Section 187(1) of the Companies Act, 2013.

III. The Company has not complied with the provisions of Section 138 of the Companies Act, 2013, as the required Internal Audit has not been carried out during the financial year under review.

The Board has considered the observations of the Secretarial Auditor and Statutory Auditor. The identified matters were unintentional and arose from an incorrect interpretation/procedural lapse rather than any intention to circumvent the Companies Act, 2013.

The amount received from the LLP has been/is being repaid with applicable interest, and the Company has strengthened its process for prior legal classification of all proposed borrowings. The mutual fund investment held in the Managing Directors will be transferred, re-registered or redeemed, with the proceeds and benefits belonging exclusively to the Company.

The Board has instituted a compliance calendar, transaction-level legal review and periodic compliance certification. The observations are noted and appropriate corrective and preventive measures have been initiated.

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 2025-26 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-B. 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.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 14 to the Standalone Financial Statements of the Company.

COST RECORD

The Company is not required to get its cost records audited for the financial year 2025-26.

ANNUAL RETURN

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://www.parmaxpharma.com/investor_relations.php

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 said 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

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013, read with the rules made thereunder, are not applicable to the Company for the financial year 2025 26, as the Company does not meet the prescribed thresholds relating to net worth, turnover or net profit.

Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR policy, or incur any expenditure towards CSR activities during the financial year under review.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the provisions relating to Corporate Governance as specified under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the SEBI LODR Regulations are not applicable to the Company. Accordingly, the Company is not required to provide a separate Corporate Governance Report as part of its Annual Report for the financial year 2025-26.

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://www.parmaxpharma.com/policies.php

CREDIT RATING

During the financial year 2025-26, the Company has not obtained any credit rating from any credit rating agency. Accordingly, no credit rating was assigned to the Company during the said financial year.

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, 2026 are annexed to this report as Annexure-D.

RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks help in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors.

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.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

During the year your Company has Constituted Internal Complaints Committee (ICC) in terms of the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further your Company believes in creating an environment for its employees, which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

Particulars	Numbers
1 Complaints received	0
2 Complaints disposed	0
3 Case Pending	0

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961.

The company have ensured adherence to all statutory requirements under the Act, including but not limited to the provision of maternity leave, payment of maternity benefits, nursing breaks, and protection against dismissal during maternity leave. As of the date of this statement, there have been no instances of non-compliance or violations reported in relation to the Maternity Benefit Act, 1961.

Therefore your company hereby confirms that it is in full compliance with the Maternity Benefit Act, 1961, as amended from time to time.

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, 2026.

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

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.

No application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2026.

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

SD/-

Umang Gosalia

Managing Director

DIN: 05153830

Place: Rajkot (Dist. Rajkot)

Date: August 29, 2026