Pharmaids Pharmaceuticals Ltd Directors Report

Dear Shareholders,

The Board of Directors ("Board") presents the 36^th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY OF YOUR COMPANY:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Companys Standalone and Consolidated Financial results for the year ended March 31, 2025, is summarised below:

Particulars	Standalone For the year ended March 31		Consolidated For the year ended March 31
	2025	2024	2025	2024
Total revenue	335.98	82.27	1,955.14	1,599.03
Total expenses	1,194.68	690.95	3,673.29	3079.36
Profit before exceptional items and tax	(858.70)	(608.67)	(1,718.15)	(1480.33)
Exceptional items	-	-	(9.78)	(81.81)
Profit before tax and share of profits of associates	(858.70)	(608.67)	-	-
Prior period share of profit/interest form Associate	-	-	-	-
Profit before tax	(858.70)	(608.67)	(1,727.93)	(1,562.14)
Tax expenses	(130.78)	(113.69)	(377.41)	(377.82)
Net profit for the year	(727.92)	(494.98)	(1,350.51)	(1,184.31)
Net profit attributable to the Shareholders of the Company	-	-	(1,077.66)	(796.80)
Net profit attributable to the non-controlling interest	-	-	(272.85)	(387.51)
Other comprehensive income	0.70	-	2.05	(32.00)
Total comprehensive income for the year	(727.22)	(494.98)	(1,348.47)	(1,216.31)
Total comprehensive income attributable to the Shareholders of the Company	-	-	(1,075.62)	(808.75)
Total comprehensive income attributable to the non-controlling interest	-	-	(272.84)	(407.55)
Basic and diluted EPS (in Rs)	(2.06)	(2.18)	(3.05)	(3.56)

1. The figures for the previous periods have been regrouped / reclassified wherever considered necessary to correspond with the current years classification/disclosure.

2. There has been no change in nature of business of your Company.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

On a Standalone basis, your Companys revenue from operations stood at Rs. 335.98 Lakhs in the financial year 2024-25, as against Rs. 82.27 Lakhs in the corresponding previous period.

On a Consolidated basis, your Companys revenue from operationsRs. 1,955.14 Lakhs in the financial year 2024-25, as against Rs. 1,599.03 Lakhs in the corresponding previous period.

Highlights of Companys performance are covered in detail in the Management Discussion and Analysis Report (MD&A), included in this Annual Report as required under Schedule V of the Listing Regulations, 2015.

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on the equity shares of the Company for the financial year ended March31, 2025.

TRANSFER TO RESERVES

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2024-25 and the date of this report.

DEPOSITS

During the year under review, the 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) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SHARE CAPITAL

During the year under review, pursuant to approval of the Shareholders through postal ballot passed on March 24, 2025, the authorised share capital of the Company was increased from Rs. 45,00,00,000/- (Rupees Forty Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty ) Equity Shares of Rs. 10/- (Rupee Ten Only) each to Rs.1,01,00,00,000/- (Rupees One Hundred and One Crores Only) divided into 10,10,00,000 (Ten Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupee Ten Only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.35,26,78,120/- (Rupees Thirty Five Crore Twenty Six Lakh Seventy Eight Thousand One Hundred Twenty Only) comprising 3,52,67,812 equity shares of 10/- each.

There were no changes carried out in the capital structure of the company during the year under review.

DETAILS OF MATERIAL EVENTS DURING THE YEAR

a) Strategic Reassessment and Proposed Divestment of Land Assets:

As part of its long-term organic growth strategy, your Company had purchased 3.45 Acres of land situated at Manchakalkuppe Village, Urdagere Hobli, Tumkur Taluk, Tumkur District vide approval of the Board dated May 22, 2023 and February 12, 2024 with the intent to establish Pharmaceuticals Manufacturing, Biopharma, Research & Development Unit and Contract Research and Manufacturing Services (CRAMS) Facilities.

However, due to financial prudence and evolving market dynamics that have led to delays in project execution, the Company has reassessed its priorities to maintain liquidity and operational efficiency. In light of this, the Board has proposed the monetization of the said land parcel throughits sale for a consideration of Rs.16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh only) to Dr. S. N. Vinaya Babu, Chairman and Non-Executive & Non-Independent Director of the Company.

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations, andapplicable rules, shareholders approval for the transaction was obtained through Postal Ballot on March 24, 2025.

As on the date of this Report, the ownership of the land parcels continues to remain with the Company. The proposed transaction is being carefully phased out to align with the Companys cash flow management strategy and to ensure value optimization in the best interests of all stakeholders.

b) Change in Management Control Open Offerupdates:

Dr. S. N. Vinaya Babu, Chairman and Non-Executive & Non-Independent Director of the Company (‘Acquirer), has entered into the Share Purchase Agreement (‘SPA) with two existing public shareholders of the Company (‘Sellers), for the purchase of 3,27,085 equity shares representing 0.93% of the total paid-up share capital of the Company.

Consequent to execution of the SPA, the Acquirer along with Tumkur Trade Center Private Limited (‘Person Acting inConcert) (‘PAC) has given an open offer to the public shareholders of ourCompany in terms of Regulation 5 of SEBI (Substantial Takeovers) Regulations, Acquisition . 2011 of The open offer started on August 04, 2025 and was completed on August 18, 2025.

Upon completion of the open offer, the Acquirer, along with the PAC, will be classified Promoter/Promoter Group of the Company and few existing members ofPromoter and Promoter group will be classifiedintoPublic category, in terms of the Regulation31A(10)ofListingRegulations, 2015. Thus, the Acquirer will acquire control over the management and affairs of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review is presented as a separate section forming part of the Annual Report. The Audit Committee has reviewed the said Management Discussion and Analysis Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provision of the section 186 of the Act during the year under review. The details of loans given, guarantees provided and investments made, as required under the said section, are disclosed in the Notes to the Financial Statements.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company has following subsidiaries as on March 31, 2025:

Adita Bio Sys Private Limited¹

Anugraha Chemicals ("Partnership Firm") Siri Labvivo Diet Private Limited² Spring Labs ("Partnership Firm")²

1Material unlisted subsidiary of the Company as per Listing Regulations, 2015.

2Siri Labvivo Diet Private Limited and Spring Labs are the subsidiaries of Adita Bio Sys Private Limited.

During the year under review, the Company acquired an additional 12.5% partnership interest in Anugraha Chemicals (‘Firm), thereby increasing its total partnership interest to 66.50%.

On July 10, 2025, the Company entered into an enabling agreement to sell its entirepartnership stake in Anugraha Chemicals for a consideration ofRs. 10,50,00,000/- (Rupee Ten Crore Fifty Lakh Only) to Mr. Sourabh Hadimani ("existing partner of the firm") or his nominee. The consideration is subject to customary adjustments for loans, capital contributions, interest, and employee dues. The Company has obtained shareholders approval for the said transaction through postal ballot passed on August 14, 2025. Upon completion of the transaction, Anugraha Chemicals will cease to be a material subsidiary, and the Company shall no longer have any rights, obligations, or involvement in the Firms affairs.

Our Company in accordance with Section 129(3) of the Act prepared Consolidated Financial Statements of the Company and all its subsidiaries which forms part of the Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report, as Annexure ‘A.

In terms of the requirement of Section 136 of the Act, the Financial Statements of each of the subsidiary companies are available on the Companys website www.pharmaids.com. The physical copies of annual Financial Statements will be made available to the Members of the Company upon request.

The Company does not have any Joint-Venture or Associate Companies nor ceased to be joint venture Companies Act, 2013. orassociateCompanywithinthemeaningof During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

The Policy for determining material subsidiaries is available on the Companys website i.e. http://www.pharmaids.com/policies.html

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

Information as required to be given under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out hereunder:

a. Conservation of Energy

Steps taken or impact on conservation of energy

We recognize that sustainable practices are essential for creating long-term value for our stakeholders and clients. While no major steps have been taken during the year specifically towards conservation of energy, the Company continues to remain conscious of energy usage in its operations. Basic measures such as regular maintenance of equipment and creating awareness among employees towards responsible energy consumption are being followed. The Company remains committed to identifying and implementing energy conservation initiatives as it scalesits operations.

Step taken by the Company for utilising alternate source of energy

At present, c initiatives towards the use of alternate specifi the Company has not undertaken any sources of energy. Your Company is committed to generate a positive environmental impactwhile delivering lasting value to our investors. The Company remains open to exploring various available promote environmental sustainability and reduce dependency on conventional energy sources.

Capital Investment on energy Conservation equipment:

No specific investments have been made during the year in equipment dedicated to energy conservation, the Company continues to promote sustainable practices and foster energy-conscious behaviour among employees. Efforts remain ongoing to conserve energy and minimize the environmental footprint through operational awareness and efficient resource management.

b. Technology Absorption

The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution.

At present, the Company has not undertaken relation to technology any significant activities in absorption. Consequently, no specific benefits in terms of product improvement, cost reduction, product development, or import substitution have been realized during the year. However, the Company remains committed to exploring and adopting relevant technological advancements in the future, in line with industry developments and operational requirements.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

The Company has not imported any technology during last three years.

The expenditure incurred on Research and Development

The Company has not incurred any expenditure on Research and Development during the year under review.

c. Foreign Exchange Earnings and Outgo

Particulars	2025	2024
Foreign exchange earnings	-	-
Foreign exchange outgo	-	-

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company place on record their deep appreciation for the contribution made by the employees of the Company at all levels. A Note on Human Resources is provided in the Management Discussion and Analysis ("MD&A") Report, which forms part of this Report.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure ‘C.

The statement showing the names of the top ten employees in terms of remuneration drawn for the year ended March 31, 2025, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as annexed with this report as Annexure ‘D

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and Rules made thereunder, the Company has in place a policy which mandates amounting to sexual harassment of women at no tolerance against any conduct workplace. The Company hasconstituted"InternalComplaintsCommittee" to redress and resolve any complaints arising at respectable workplace.

Following are the details of the complaints received by your Company during FY 2024-25.

Particulars
Number of complaints of sexual harassment received in the year;	Nil
Number of Complaints disposed off during the year	Nil
Number of cases pending for more than 90 days	Nil

PreventionThe Policy on Non-discrimination and of Sexual Harassment (POSH) is available on the Companys website at http://www.pharmaids.com/policies.html

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

As on the March 31, 2025, our Companys Board has seven (7)memberscomprisingoftwoExecutive

Directors including one Woman Director, two Non-Executive & Non-Independent Directors and three Independent Directors. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act and the Articles of Association,Dr. S N Vinaya Babu (DIN: 01373832), Non-executive and Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, has offered himself for re-appointment.

The Board recommends hisre-appointment.Thebriefparticulars and expertise of Dr. S N Vinaya Babu who is seeking re-appointment together with Directorships and Committee memberships held by him in other companies have been given in the annexure to the Notice of the AGM.

The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Companies Act, 2013 and are placed on the website of the Company www.pharmaids.com

The following appointments, re-appointments and resignations were made in the Board of Directors, Key Managerial Personnel and Senior Management of the Company:

a. Re-appointment to the Board

During the year, the Members approved the Re-appointment of Mr. Venu Madhava Kaparthy (DIN: 00021699) and Ms. Mini Manikantan (DIN: 09663184) as a Wholetime Director s designated as an Executive Directors for a second consecutive term of three years from May 21, 2025 and July 09, 2025 respectively.

b. Independent Directors

Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members is being sought by way of a Special Resolution at the ensuing Annual General Meeting for the continuation of Mr. P. N. Vijay asan Independent Director beyond July 17, 2026, as he will be attaining the age of 75 years.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act, that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objectiveof an independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

c. Key Managerial Personnel

As on date of this report following are the Key Managerial Personnel of your Company, in terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Venu MadhavaKaparthy-Whole-time Director

Ms.MiniManikantan-Whole-time Director

Mr. Balagangadhara B C - Chief Financial Officer

Mr. Prasanna Subramanya Bhat - Company Secretary and Compliance Officer

Changes in the Key Managerial Personnel during the FY 2024-25 and up to the date of this report are outlined below: icer Mr.KaushikKumarresignedfromthe positionasCompanySecretary,ComplianceOff and Key ecteff ManagerialPersonneloftheCompanywith at the close of business hours on August 14, 2024. Mr. KaushikKumarhasstatedinhisLetter of Resignation dated August 05, 2024, that he is resigning from the said position due to personnel reasons and that there are no other material reasons for his resignation.

The Board based on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Prasanna Subramanya Bhat as Company Secretary, Compliance Officerand Key Managerial Personnel of the Company, with effect from August 14, 2024.

Dr. S Prasad resigned from the position asChief Executive Officerand Key Managerial Personnel of the Company with effectat the close of business hours on August 07, 2025, due to his personal reasons. The Board expressed its sincere appreciation for his contributions made to the Company.

d. Senior Management Personnel (‘SMP)

In terms Regulations, theof the Listing Nomination and RemunerationCommittee has identified the following officers asSenior Management Personnel:

Sl. No Name	Designation
1 Mr. Balagangadhara B C	Chief Financial Officer
2 Mr. Prasanna Subramanya Bhat*	Company Secretary and Compliance Officer
3 Dr. Sidde Gowda**	Vice President Operations
4 Dr. Jagadeesh M**	Vice President Discovery Services
5 Mr. Shivananda Murthy**	Chief Information Officer

Note: Dr. S Prasadresignedfromtheposition as Chief Executive Officer of the Company with effectat the close of business hours on August 07, 2025. Mr. Kaushik Kumar resigned from position as the Company Secretary and Compliance Officer of the Company with effectat the close of business hours on August 14, 2024.

*Appointed as Company Secretary and Compliance Officer w.e.f August 14, 2024.

**Appointed and Designated as SMP by the Board and Nomination and Remuneration Committee w.e.f August 07, 2025.

Other than the above, there were no appointment, re-appointments or resignations in the Board, Key Managerial Personnel and Senior Management of the Company for the year ended March 31, 2025 and up to the date of this report.

Code of Conduct

The Company has laid down a Code of Conduct for all Board members and senior management personnel.

All the Board members and senior management personnel have confirmed compliance with the code. A declaration to that effect signed by the Whole-timeDirector of your Company for the year ended March 31, 2025, forms part of this Annual Report.

Board and Committee Constitution

The current policy is to have an appropriate mix of Executive and Non-Executive Directors to maintain the Independence of the Board and separate its functions of governance and management.

The details of the constitution of the Board and the Committees, the terms of reference, meetings held and the attendance of each Directors etc., are detailed in the Corporate Governance Report which forms part of this Annual Report.

Meeting of the Board/ Committees

The Board met 05 (Five) times during the year under review. Only in case of special and urgent business, if the need arises, the Boards / Committees approval is obtained by passing resolutions through circulation as permitted by law. All the Board Meetings and Committee Meetings were held in accordance with the guidelines issued by the Ministry of Corporate Affairs (‘MCA) and by Securities Exchange and Board of India (‘SEBI) and details of the same are provided in the Corporate Governance Report.

The intervening gap between any two meetings is within the period prescribed by the Act read with Listing Regulations.

Board Diversity

Your Company values each stakeholder and appreciates their unique differences. The Board Diversity Policy, aligned with legal requirements, emphasizes inclusion of women director besides recognizing other forms of diversity, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge, networking, value representation of stakeholders. The Nomination & RemunerationCommittee has formulated a separate policy on Board Diversity.

The policy on Board diversity is available on the Companys website at www.pharmaids.com

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual Directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.); and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based onhe Guidance Note on Board t Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committeereviewed the performance of individual Directors on the basis of 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 within and outside the meetings, etc. Performance evaluation of Independent Directors was done by the entire Board,

Succession Plan

The Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committeeimplements this mechanism in concurrence with the Board.

Company Policy on Boards Appointment & Remuneration

The Nomination and Remuneration Committee (‘NRC) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.

The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on http://www.pharmaids.com/policies.html

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel and Other Employees, pursuant to the provisions of the Act and the Listing Regulations.

The salient features of the Policy are:

To enable the Company to provide a well-balanced and performance-related compensati on package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.;

To ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values, and long-term interests of the company and will be consistent with the "pay-for performance" principle.

To ensure that remuneration to directors, KMP and senior management employees of the Company involves a balance between fixed and incentive pay reflecting short- and long term performance objectives appropriate to the working of the Company and its goals.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the company, the Board of Directors, to the best of its knowledge confirms that:

In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 companyas at March 31, 2025 and of the profit and loss of the company for that period;

15

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 otherirregularities;

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

The directors have laid down internal financial controls to be followed by the company and that were operating effectively suchinternal ; and

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records andtimelypreparationofreliablefinancial disclosures.

The Whole- and Chief Financial Officer Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies to the Audit Committee and rectify the same.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), mandated by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

RISK MANAGEMENT

Risk management is embedded in the Company believes that risk resilience is the key to achieve long term sustainable growth. Business Risk Evaluation and Management is an ongoing process within the Organization. In Compliance with the provisions of the Companies Act, 2013 and Listing Regulations, your Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. The Audit Committee has additional oversight in the area of financial risks and controls.

At present, identified any element of risk which may threaten the existence of the Company has not the Company.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, Further as per

2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during the Financial Year under review.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for Directors and Employee to report genuine concerns in compliance of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Company Believes in promoting fair, transparent, ethical, and professional work environment. The company has adopted the code of conduct which provides an environment that promotes responsible and protected whistle blowing. All the employees including Directors and External Parties such as consultants, vendors, suppliers, dealers, customers and contractors working for and/ or on behalf of any of the Group entities are covered under the Whistle-blower policy.

The details of complaints received / disposed/ pending during the year ended March 31, 2025.

Particulars
No of Complaints of received in the year	Nil
No of Complaints disposed off during the year	Nil
No of cases pending as on March 31, 2025	Nil

The Vigil Mechanism and Whistle-blower policy is available on the Companys website and can be accessed at http://www.pharmaids.com/policies.html

CODE OF PREVENTION OF INSIDER TRADING

In accordance with Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements and in line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website at http://www.pharmaids.com/policies.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The Policy can be accessed on the Companys website at http://www.pharmaids.com/policies.html

During the year under review, all related party transactions entered into by the Company and its subsidiaries, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Further, the details of the actual transactions entered into by the Company against such approval, is placed before the Audit Committee, periodically. For the year ended March 31, 2025, the Company has taken shareholders prior approval for entering into existing as well as new material related party transactions.

Further, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed Annexure ‘B.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report. The Company has not entered into any materially significant related party transactions with its Directors, or Management, or relatives, etc. that may have potential conflict with the Company at large.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Companies Act, 2013 read with the IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. Our Company does not have any funds lying unpaid and 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).

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2025, in the prescribed format is available on the Companys website at www.pharmaids.com

AUDITORS AND AUDITORS REPORT

Statutory Auditor - M/s. PPKG & Co., Chartered Accountants

M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S), who have been reappointed at the 34^th Annual General Meeting of the Company held on 22 ^nd September 2023 to hold office for a term of 5 years i.e.,till the conclusion of the 39 ^th Annual General Meeting of the Company.

M/s PPKG & Co, Chartered Accountants has confirmed their eligibility and provided consent for their continuance as the Statutory Auditor of the Company and also in terms of the Listing Regulations, the Statutory Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Internal Auditor - T N Raghavendra, Practicing Chartered Accountant.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, havere-appointed Mr. T N Raghavendra, Practicing Chartered Accountant as an Internal Auditor of the Company on such terms and conditions as mutually agreed upon between Mr. T N Raghavendra, Chartered Accountant and the Company, to carry out the internal audit function forfinancial year 2025-26.

Secretarial Auditor Mr. Kashinath Sahu, Sole Proprietor of M/s Kashinath Sahu & Co., Practicing Company Secretary.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co., Practising, Company Secretaries (Certificate of Practice No. 4807; FCS No. 4790), to undertake the Secretarial Audit of your Company for the financial year 2024-25. In terms of Section 204 of the Act and the Report given by the Secretarial Auditor in the prescribed Form MR-3 forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to your approval being sought at the ensuing AGM, Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co., Practising, Company Secretaries (Certificate of Practice No. 4807 ; Peer reviewed certificate no. 2957/2023) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of the Company for a term of five (5) consecutive financial years from 2025-26 to 2029-30. Secretarial Auditor have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor ofthe Company.

Cost Auditor

The provisions relating to appointment of cost auditor and maintenance of Cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

ESOP/ESPS DISCLOSURES:

During the year under review, the Company obtained shareholders approval through a postal ballot dated March 24, 2025, to extend the benefits of the "Pharmaids Pharmaceuticals Limited - Employee Stock Option Scheme 2024" and the "Pharmaids Pharmaceuticals Limited - Employee Stock Purchase Scheme 2024" ("Schemes") to eligible employees (existing or future) of its Subsidiary(ies) and/or Associate(s) (existing or future).There has been no change to either schemes during the financial year.

A statement giving complete details as at the year ended March 31, 2025, under the provisions of the Companies Act, 2013 and the Rules made thereunder and in terms of regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SBEB Regulations) is provided on the website of the Company http://www.pharmaids.com.

The said schemes are in compliance with the SBEB Regulations and there were no material changes in the schemes during the year. The same can be accessed at http://www.pharmaids.com

The grants under the Schemes are further subject to necessary statutory approvals and would be made in conformity with the applicable laws. No shares/options were awarded to employees under the said scheme during the FY 2024-25.

M/s Kashinath Sahu & Co., Practicing Company Secretaries, Secretarial Auditor of the Company for FY 2024-25, has issued a certificate confirming that theSchemes has been implemented in accordance with the SBEB Regulations and the shareholders resolution. A copy of the certificate will be available for electronic inspection by the members during the 36^th AGM of the Company.

OTHER DISCLOSURES AND AFFIRMATIONS:

The following disclosures are made to the extent applicable to the Company for the year ended March 31, 2025:

The recommendations made by all the Committees of the Board including Audit Committee and which requires the Board approval and adoption were duly adopted and approved by the Board.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, during the financial year.

The financial results for the year ended March 31, 2025 do not contain any false or misleading statement or figures and do not omit any material statements which may make the statements or figures contained therein misleading.

Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

There was no instance of one-time settlement with any bank or financial institution.

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

The Company has formulated a policy on maintaining and preserving timely and accurate records uploaded on the website of the Company. The same is available on the website of the Company at www.pharmaids.com

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciationfortheassistanceandco-operationreceivedfromthefinancialinstitutions, banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review and look forward to their continued support in the future.