Phaarmasia Ltd Directors Report

To

The Members,

Phaarmasia Limited

Dear Members,

Your directors present their 44^th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The performance of the Company during the year ended 31^st March 2025 has been as under:

(Amounts in Lakhs)

Particulars	Current Year 31st March, 2025	Previous Year 31st March, 2024
Revenue from Operations	2436.88	3059.33
Other Income	74.63	66.15
Total Income	2511.51	3125.49
Expenses	2639.76	3145.69
Depreciation	32.02	34.39
Total Expenses	2671.78	3180.08
Profit / (loss) Before exceptional and extraordinary items	-160.27	-54.59
Less: exceptional and extraordinary items	0	0
Profit/ (Loss) Before Taxation	-160.27	-54.59
Less: - Current Tax	0	0
- Deferred Tax	1.33	2.77
Profit / (loss) After Tax	-158.94	-51.82

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS:

During the year under review, the gross revenue of the Company reduced to Rs. 2436.88 Lakhs as against the revenue of Rs. 3059.33 Lakhs in the previous year. The Company recorded a net loss of Rs. 158.94 Lakhs for the year, compared to a net loss of Rs. 51.82 Lakhs in the previous year.

Phaarmasia Limited is a manufacturing unit dedicated in manufacturing facility of Hormonal (Oral contraceptive tablets) and Combipack with Iron Tablet.

3.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year.

4. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2024-2025.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments after the closure of the financial year, which will affect the financial position of the Company.

There are no material changes and commitments affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

6. DIVIDEND:

To conserve the resources in the Expansion of the business operations, your directors did not recommend any dividend during the Financial Year under review.

7. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31^st March 2025.

8. MEETINGS OF THE MEMBERS:

The Last i.e. the 43^rd Annual General Meeting of the Company for the financial year 2023-2024 was held on 24/09/2024 through video conferencing mode at the Registered Office of the Company

9. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

There was no Extra Ordinary General Meeting held during the year under consideration.

10. SHARE CAPITAL:

During the year the Company has not allotted any shares.

The authorised capital of the company stands unchanged from previous year at Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) equity shares of Rs. 10/- (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Capital of the Company as on March 31, 2025 is Rs.6,82,69,600/- (Rupees Six Crores Eighty-Two Lakhs Sixty-Nine Thousand and Six Hundred) divided into 68,26,960 (Sixty-Eight Lakhs Twenty-Six Thousand Nine Hundred and Sixty) equity shares of Rs.10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the period under review there was no Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees Stock Options Schemes.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31^st MARCH, 2025 AND DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company is duly constituted. The Board consists of Six Directors comprising of One Executive Director, Three Non-Executive Directors, and Two Independent Directors. The company has maintained an optimum combination of Executive and Non-Executive Directors.

The Board is efficient and the directors have requisite knowledge and exposure to provide requisite insights and direction to the Management of the Company.

The Directions provided to the management are actually implemented and executed through the Whole Time Director and other Directors of the company.

This structure ensures that the Board remains independent from the management in decision-making and provides valuable insights into external factors that internal employees may not have access to.

Your directors are committed to fostering a culture of leadership within the Board, with a focus on long-term vision and policy development to enhance governance quality. All actions and decisions taken by the Board are in line with the best interests of the Company.

The composition of the Board, Category, and DIN of Directors are as follows:

Board of Directors:

S. No.	Name of the Director	Designation	DIN
1.	Mr. Naga Bhaskara Rao Yallapragada	Whole-time Director	00019052
2.	Mr. Maneesh Ramakant Sapte	Director	00020450
3.	Mr. Vinay Ramakant Sapte	Director	00135085
4.	Mrs. Rashmi Vinay Sapte	Director	00334247
5.	Mr. Pravin Mohandas Hegde	Independent Director	01404954
6.	Mr. Ajit Gopal Jamkhandikar	Independent Director	08196191

Key Managerial Personnel (KMP):

S. No.	Name of the KMP	Designation
1.	Mr. Naga Bhaskara Rao Yallapragada	Whole-time Director
2.	Mr. Eswara Prasad Rao Nagineni	Chief Financial Officer
3.	Ms. Urvashi Bhatia	Company Secretary

Change in directors / Key Managerial Personnel during the year:

• The members of the Company at the Annual General meeting held on 24^th of September, 2024 have re-appointed Mr. Naga Bhaskara Rao Yallapragada (DIN: 00019052)), as Whole-Time Director of the company for a further period of 5 years commencing from 14^th August, 2024.

• The members of the Company at the Annual General meeting held on 24th of September, 2024 have re-appointed Mr. Maneesh Ramakant Sapte (DIN: 00020450), who retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment.

Proposed appointments / re-appointments in the 44^th annual general meeting

• Approval of the shareholders is being sought for the appointment of Naga Bhaskarrao Yallapragada (DIN: 00019052) Whole time Director of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company.

12. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors duly met 4 (Four) times on 25.05.2024, 12.08.2024, 05.11.2024, 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.

The intervening gap between the meetings was not more than 120 days as prescribed under the Companies Act, 2013.

Name of Director	Number of Meetings attended
Vinay Ramakant Sapte	4
Rashmi Vinay Sapte	4
Naga Bhaskarrao Yallapragada	4
Maneesh Ramakant Sapte	4
Ajit Gopal Jamkhandikar	4
Pravin Mohandas Hegde	4

13. DECLARATION BY INDEPENDENT DIRECTOR(S)

A declaration has been received from all the Independent Directors of the Company that they meet 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.

As per regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Independent Directors meeting, which was attended by the Independent Directors for the evaluation of the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board?

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company through its Senior Managerial personnel familiarised the Independent Directors with the strategy, operations, and functions of the Company and new regulations of criteria of independent director eligibility. The Independent Directors were also familiarised with their roles, rights and responsibilities, orientation, eligibility criteria on Statutory Compliances as a Board Member. Independent directors are also requested to complete their independent director registration process to be eligible to continue as independent director in any company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

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

a) 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;

b) The Directors have 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;

c) The Directors have prepared the annual accounts on a going concern basis;

d) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

16. SELECTION OF INDEPENDENT DIRECTORS:

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Companys business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Companys Policy for Selection of Directors and determining Directors independence. The Board considers the Committees recommendation and takes appropriate decision.

17. PARTICULARS OF EMPLOYEES:

Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - I and forms part of this Report.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has framed policy on Directors appointment and remuneration and other matters as provided in section 178(3) of the Act and is referred to while taking decisions under its purview.

19. FORMAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman also evaluated the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the chairman was evaluated, taking into account the views of Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the independent Director being evaluated.

The overall performance of the Non-Executive Directors of the company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

20. AUDIT COMMITTEE:

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act, 2013.

(i) Recommended for appointment, remuneration and terms of appointment of auditors of the company;

(ii) Reviewed and monitored the auditors independence and performance, and effectiveness of audit process;

(iii) Examination of the financial statement and the auditors report thereon;

(iv) Approval or any subsequent modification of transactions of the company with related parties;

(v) Scrutiny of inter-corporate loans and investments; if any

(vi) Valuation of undertakings or assets of the company, wherever it is necessary;

(vii) Evaluation of internal financial controls and risk management systems;

(viii) Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee consists of a combination of Executive Director and Non-Executive Independent Directors and assists the Board in fulfilling its overall responsibilities.

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. The members of Audit Committee are:

Directors	Chairman/Member	Category
Mr. Pravin Mohandas Hegde	Chairman	Independent Director
Mr. Ajit Jamkhandikar	Member	Independent Director
Mr. Naga Bhaskarrao Yallapragada	Member	Whole-time Director

Audit Committee Meetings:

Sl. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1.	25.05.2024	03	03
2.	12.08.2024	03	03
3.	05.11.2024	03	03
4.	14.02.2025	03	03

The intervening gap between the meetings was not more than 120 days as prescribed under Regulation 18(2)(a) of SEBI (LODR) Reg. 2015.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted the Nomination and Remuneration Committee under section 178 of the Companies Act, 2013 as follows:

Directors	Chairman/Member	Category
Mr. Pravin Mohandas Hegde	Chairman	Independent Director
Mr. Ajit Jamkhandikar	Member	Independent Director
Mr. Vinay Ramakant Sapte	Member	Non-Independent & Non-Executive Director

Nomination and Remuneration Committee Meetings:

S. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1.	25.05.2024	03	03
2.	12.08.2024	03	03
3.	05.11.2024	03	03
4.	14.02.2025	03	03

Selection and Evaluation of Directors:

The Board has on the basis of the recommendations of the Nomination and Remuneration Committee, laid down following policies.

1. Policy for Determining qualifications, Positive Attributes and Independence of a Director.

2. Policy for Board & Independent Directors Evaluation

22. MEETING OF THE INDEPENDENT DIRECTORS

S. No.	Date of meeting	Total No of Members as on the date of meeting	Number of Members attended
1	25.05.2024	02	02

23. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The Company believes in a formal evaluation of the Board and of the individual Directors, on an annual basis, is a potentially effective way to respond to the demand for greater Board accountability and effectiveness. For the Company, evaluation provides an ongoing means for Directors to assess their individual and collective performance and effectiveness. In addition to greater Board accountability, evaluation of Board members helps in:

a) More effective Board processes

b) Better collaboration and communication

c) Greater clarity with regard to members roles and responsibilities

The evaluation process covers the following aspects:

• Self-evaluation of Directors

• Evaluation of the performance and effectiveness of the Board

• Evaluation of the performance and effectiveness of the committees

• Feedback from the non-executive Directors to the Chairman

• Feedback on management support to the Board.

24. RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively take care of the internal and external risks of the Company and ensures smooth business operations.

The Companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Companys business growth and financial stability are assured. The Board of Directors decide the policies and ensure their implementation to ensure protection of Company from any type of risks.

25. STATUTORY AUDITORS:

M/s Sathuluri & Co., Chartered Accountants, were appointed as Statutory Auditors for 5 years at the 41^st Annual General Meeting held on 27^th of September, 2022 and shall hold office from the conclusion of the 41^st Annual General Meeting till the conclusion of 45 ^th Annual General Meeting.

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

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report is self-explanatory and do not call for any further comments.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure -II to this report.

There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company.

28. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary (Membership No. A5868 and COP No.: 2886) has been appointed as Secretarial Auditor of the Company for the financial year under review.

Secretarial Audit Report as provided by Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary is enclosed as Annexure III to this report.

The following are the Comments of Secretarial Auditor and Management response to the same:

S No.	Comments from Secretarial Auditor	Management response
1.	Regulation 46 of SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 Company shall maintain a functional website containing the basic information about the listed entity. However, the company has not updated its website.	The company recognizes the importance of maintaining an updated website as per Regulation 46 (Listing obligation and Disclosure Requirements) Regulation, 2015. We are currently in the process of updating the website to ensure it meets all regulatory requirements and reflects the most current information.
2.	During the period under review, the company has delayed submission of Disclosure of encumbered shares as per the provisions of Regulation 31(4) of SEBI (SAST) Regulations, 2011.	We acknowledge the delay in the submission of disclosure of encumbered shares as per the provisions of Regulation 31(4) of SEBI (SAST) Regulations, 2011, we will try to ensure timely filings from next year.
3.	During the period under review, the company received a few discrepancies from the stock exchange, and revised filings were submitted accordingly.	The company has addressed the discrepancies received from the stock exchange and has submitted the revised filings as required. We are working to strengthen our internal review processes to minimize such issues going forward.

29. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards.

30. COST AUDITORS:

The provisions of Section 148 of the Companies Act, 2013 do not apply to the Company. Hence, the company has not appointed Cost Auditors for Financial Year 2024-25.

31. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

32. PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the companys shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Manager is responsible for implementation of the code along with the management of the Company.

Members of the Board have confirmed compliance with the code.

33. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. It is designed to ensure that the

Financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

During the year, the Company has implemented the suggestions and recommendations of the internal auditor to improve the control environment. Their scope of work included review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. In the Board meeting held on 25.05.2024, company has re-appointed M/s. Oruganti & Associates, Chartered Accountant, as Internal Auditor of the Company for the F.Y. 2024-25.

34. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the Regulation 22 of the SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine

grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. http://phaarmasia.in/

35. ANNUAL RETURN:

The Ministry of Corporate Affairs vide its notification of the Companies (Management and Administration) Amendment Rules 2021, dated 05th March, 2021 (‘Amendment notification 2021) has amended Rule 12 of the Companies (Management and Administration) Rules, 2014 (MGT Rules) thereby doing away with the requirement of annexing MGT-9 to the Boards Report.

As per Section 92(3) of the Companies Act, 2013 every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report.

The Annual Return in Form MGT-7 of the Company as on March 31, 2025 is available on the Companys website and will be accessed at the given web-link http://phaarmasia.in/.

36. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given loans, guarantees or made investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

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

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

38. SUBSIDIARY & ASSOCIATES / JOINT VENTURES:

Company does not have any subsidiary and Joint Venture Company.

However, the following two companies holds more than 20% shareholding in our Company:

S. No.	Name of the company	CIN/FCRN	Holding/ Associate/ Subsidiary	% of shares held
1.	Maneesh Pharmaceuticals Limited	U24230MH1985PLC036952	Associate	44.22
2.	Svizera Labs Private Limited	U74999MH1997PTC107389	Associate	29.30

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and same is attached as Annexure

40. CORPORATE GOVERNANCE REPORT:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to corporate governance are not applicable to your company and therefore there is no separate report on corporate governance.

However, in pursuance of Schedule V of SEBI (LODR) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana Rao, Practicing Company Secretary, in compliance with (i) of Point (10) of Para C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed as Annexure-V and forms part of this Report.

41. BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORT (BRSR):

Securities Exchange Board of India (SEBI) by notification no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122 12^th July 2023 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") has mandated the inclusion of BRSR as part of the Annual Report for the top 150 listed entities based on their market capitalization on BSE and NSE as at 31st March 2025. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

42. 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

• No. of complaints received : NIL

• No. of complaints disposed off : NIL

43. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering no activities have been undertaken by the company during the year under review.

B. Technology absorption

(i)	the efforts made towards technology absorption	The Company has neither absorbed nor adopted any new technology. The Company has also not made any innovation in technology other than the R&D.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	No benefits derived in the year under review.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	No new technology is imported during the last three years.
	(a) the details of technology imported	-
	(b) the year of import;	-
	(c) whether the technology been fully absorbed	-
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	No expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outflow

Foreign Exchange Inflows	: Nil
Foreign Exchange Outflows	: Nil

44. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility are not applicable to the Company for the time being.

45. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

46. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUN:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

47. LISTING WITH STOCK EXCHANGES:

The shares of the company are listed on the BSE Limited. All dues to the exchange have been paid in full.

48. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is required as mentioned below:

S No.	Particulars	Yes / No
(a)	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	No
(b)	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	No
(c)	Number of shareholders to whom shares were transferred from suspense account during the year;	No
(d)	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;	No
(e)	That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.	No

49. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

50. 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:

During the period under review, there was no one time settlement with Bank.

51. INDUSTRY RELATIONS:

The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

52. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

53. CORPORATE GOVERNANCE CERTIFICATE :

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to corporate governance are not applicable to your company and therefore, no separate report on corporate governance is required.

However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, that none of the directors on board has been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure-III and forms part of this Report.

54. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Clause (f) of sub regulation (2) of regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time has mandated the inclusion of BRSR as part of the Annual Report for the top 1000 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as on the end of financial year. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

55. DATA PRIVACY. DATA PROTECTION. AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

56. LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

57. MATERNITY BENEFIT AFFIRMATIONS

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

58. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation of the contribution made by the stakeholders, of the Company for their continued support.

		the order of the Board of Directors
		PHAARMASIA LIMITED
Date: 11/08/2025	Sd/-	Sd/-
Place: Hyderabad	Maneesh Ramakant Sapte	Naga Bhaskara Rao Yallapragada
	Director	Whole-time Director
	DIN:00020450	DIN: 00019052