Pharmaids Pharmaceuticals Ltd Directors Report

Dear Shareholders,

The Board of Directors presents the 37^th Annual Report of Pharmaids Pharmaceuticals Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026. It outlines Companys commitment to stakeholder value creation and defines the actions it takes and outcome it achieved for its stakeholders.

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31, 2026, 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 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Companys Standalone and Consolidated Financial results for the year ended March 31, 2026, is summarised below:

	Standalone	Consolidated
Particulars	For the year ended March 31	For the year ended March 31
	2026	2025	2026	2025
Total revenue	1,126.29	335.98	2,817.12	1,955.14
Total expenses	2,832.67	1,194.68	4,693.86	3,673.29
Profit before exceptional items and tax	(1,706.38)	(858.70)	(1,876.74)	(1,718.15)
Exceptional items	311.04	-	246.46	(9.78)
Profit before tax and share of profits of associates	(1,395.34)	(858.70)	-	-
Prior period share of profit/interest form Associate	-	-	-	-
Profit before tax	(1,395.34)	(858.70)	(1,630.28)	(1,727.93)
Tax expenses	(351.62)	(130.78)	(473.09)	(377.41)
Net profit for the year	(1,043.72)	(727.92)	(1,157.19)	(1,350.51)
Net profit attributable to the Shareholders of the Company	-	-	(1,171.69)	(1,077.66)
Net profit attributable to the non-controlling interest	-	-	14.51	(272.85)
Other comprehensive income	2.88	0.70	5.08	2.05
Total comprehensive income for the year	(1,040.84)	(727.22)	(1,152.11)	(1,348.47)
Total comprehensive income attributable to the Shareholders of the Company	-	-	(1,166.68)	(1,075.62)
Total comprehensive income attributable to the non-controlling interest	-	-	14.58	(272.84)
Basic and diluted EPS (in Rs)	(2.95)	(2.06)	(3.31)	(3.05)

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.

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

On a Standalone basis, your Companys revenue from operations stood at Rs. 1,060.25 Lakhs in the financial year 2025-26, as against Rs. 234.09 Lakhs in the corresponding previous period.

On a Consolidated basis, your Companys revenue from operations stood at Rs. 2,788.24 Lakhs in the financial year 2025-26, as against Rs. 1,944.74 Lakhs in the corresponding previous period.

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

3. 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 March 31, 2026.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves for the year ended March 31, 2026.

5. 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 2025-26 and the date of this report.

6. 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.

7. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The share capital as on March 31, 2026 is as follows:

Particulars	No. of shares	Amount
Authorized equity share capital (Equity Shares of Rs 10/- each)	10,10,00,000 (Ten crore ten lakhs) shares	Rs. 1,01,00,00,000 (Rupees One hundred and one crore only)
Paid up Equity Share Capital (Equity Shares of Rs 10/- each)	3,52,67,812 (Three crore Fifty two lakhs sixty seven thousand eight hundred and twelve) shares	Rs. 35,26,78,120 (Rupees Thirty five crore twenty six lakhs seventy eight thousand one hundred and twenty only)

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

8. DETAILS OF MATERIAL EVENTS DURING THE YEAR

During the financial year under review, the following material events occurred:

a. Disinvestment of Siri Labvivo Diet Private Limited, a step-down subsidiary of the Company

During the year under review, Siri Labvivo Diet Private Limited ("Siri") ceased to be a subsidiary of Adita Bio Sys Private Limited ("Adita"), material subsidiary of the Company and accordingly also ceased to be the step-down subsidiary of the Company, with effect from March 27, 2026.

Following the execution of the Share Purchase Agreement (SPA) dated March 27, 2026, Aditas entire equity shareholding in Siri was transferred in favour of an unrelated party, who was not part of the promoter or promoter group of the Company.

b. Accreditation by the American Association For Laboratory Accreditation (A2LA) For Testing of Medical Devices in Biological Field.

Adita Bio Sys Private Limited, material subsidiary of the Company, received an accreditation by the American Association for Laboratory Accreditation (A2LA) for testing of medical devices in biological field as per International Standard ISO/IEC 17025:2017 General requirements for the Competence of Testing and Calibration Laboratories and as per requirements of A2LA R256 Specific Program Requirements with U.S. FDA Good Laboratory Practice (GLP) Regulations per 21 CFR Part 58.

ISO/IEC 17025:2017 (A2LA) Accreditation demonstrates that Aditas laboratory is internationally recognized as technically competent to perform biological testing of medical devices. It validates the reliability of its test results, compliance with global quality standards, and enhances credibility with customers, regulators, and international markets. The accreditation is valid until 29 February 2028.

c. Execution of an Exit /Reconstitution Deed ("Exit Deed") for sale of the entire partnership stake in Anugraha Chemicals

Pursuant to the approval of the Board of Directors at its meeting held on July 4, 2025 and the special resolution passed by the shareholders through postal ballot on August 14, 2025, the Company executed an Exit/Reconstitution Deed ("Exit Deed") on September 18, 2025, transferring its entire 66.50% partnership interest in Anugraha Chemicals ("the Firm") for a cash consideration of 6.65 lakh attributable to the partnership stake. The overall value of the disinvestment and settlement arrangement was 1,023.65 Lakhs, comprising the consideration for the partnership stake and settlement/recovery of the Companys capital and current-account balances, loans, accrued interest and other agreed dues. Consequently, the Company ceased to be a partner in the Firm and the Firm ceased to be a material subsidiary of the Company.

The buyer did not belong to the promoter/ promoter group /group companies of the Company and the transaction did not fall within the ambit of related party transactions.

Further, the sale of partnership interest in the firm, attracted the terms of Regulation 37A of the Listing Regulations, as it constituted an undertaking or substantially the whole of the undertaking for the Company, under Section 180(1)(a) of the Companies Act, 2013. Hence, shareholders approval by means of passing special resolution under Section 180(1)(a) and 188 of the Companies Act, 2013 was obtained through postal ballot on August 14, 2025.

The Parties also executed a Termination Agreement to terminate, with immediate effect, the Investment Agreement dated January 25, 2023, executed between the Company, the firm and the partner, for acquisition of its stake in the Firm.

d. Sale of Land Properties by the Company

The Board of Directors at its meeting on February 12, 2025 and the shareholders of the Company through postal ballot on March 24, 2025, approved the sale of below mentioned immovable properties, comprising certain pieces and parcels of land ("the land parcels") to Dr. S. N. Vinaya Babu, ("buyer"), the then Chairman and Non-Executive & Non Independent Director of the Company:

Land admeasuring 4040.00 sq.mtrs situated at Plot No 47-P2 of Hirehalli Industrial Area, situated in Sy. No. Parts 52 and 53 of Manchkalkuppe Village, Uradegere Hobli, Tumkur Taluk and District.

Land admeasuring 5901 sq.mtrs situated at Plot No.47 of Sy.No.53, situated at Manchakalkuppe Village, Urdagere Hobli, Tumkur Taluk, Tumkur District.

Land admeasuring 4034.00 sq.mtrs. (approx.) situated at plot No. 46 of Hirehalli Industrial Area, situated in Sy. No. parts of 52 and 53 of Manchakalkuppe Village, Urdagere Hobli, Tumkur Taluk, Tumkur District.

As no business operations of the Company were carried out on the said land parcels being sold, the said sale did not have any impact on the business operations of the Company. Further the sale of the said land parcels constituted as an undertaking in terms of Section 180(1)(a) of the Companies Act, 2013 and Regulation 37A of Listing Regulations, hence shareholders approval was duly obtained through postal ballot on March 24, 2025.

The Company entered in sale deed with the buyer on August 29, 2025 and sale was completed on September 06, 2025, for a consideration of Rs. 19,35,85,063 (Rupees nineteen crores thirty five lakhs eighty five thousand and sixty three only).

Dr. S. N. Vinaya Babu, the buyer, was serving as the Chairman and a Non-Executive, Non-Independent Director of the Company at the time of the transaction and was therefore a related party of the Company by virtue of his directorship. Subsequently, upon completion of the Open Offer on September 17, 2025, he was classified as a Promoter of the Company. Accordingly, the transaction constituted a related party transaction. The consideration for the transaction was determined on an arms-length basis.

9. 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.

10. 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. Pursuant to Section 186 of the Act, the particulars of loans, guarantees and investments have been disclosed in the Notes to the Financial Statements.

11. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company has following subsidiaries as on March 31, 2026:

Name of the Subsidiary	Type of Subsidiary	% shares held by the Company
1. Adita Bio Sys Private Limited	Material unlisted subsidiary	99.86%
2. Spring Labs ("Partnership Firm")	Step down subsidiary (subsidiary of Adita Bio Sys Private Limited)	89.87%

Note:

1. Anugraha Chemicals ceased to be material unlisted subsidiary of the Company w.e.f. 18.09.2025 pursuant to execution of reconstitution deed for sale of entire partnership stake.

2. Siri Labvivo Diet Private Limited ceased to be step down subsidiary w.e.f. 27.03.2026 due to its disinvestment.

Apart from the above, no other changes have taken place in the subsidiaries during the year under review.

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 or associate Company within the meaning of Section 2(6) of the Companies Act, 2013. 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. www.pharmaids.com/policies.html

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy and technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is mentioned below.

12.1 Conservation of Energy

12.1.1 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 scales its operations.

12.1.2 Step taken by the Company for utilising alternate source of energy

At present, the Company has not undertaken any specific initiatives towards the use of alternate sources of energy. Your Company is committed to generate a positive environmental impact while delivering lasting value to our investors. However, the Company remains open to exploring various available options in the future with an aim to promote environmental sustainability and reduce dependency on conventional energy sources.

12.1.3 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.

12.2 Technology Absorption

12.2.1 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 any significant activities in relation to technology 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.

12.2.2 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.

12.2.3 The expenditure incurred on Research and Development

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

12.3 Foreign Exchange Earnings and Outgo

Particulars	2026	2025
Foreign exchange earnings	Rs 58,96,800	-
Foreign exchange outgo	-	-

13. 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.

13.1 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, 2026, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as annexed with this report as Annexure ‘D.

13.2 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 no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted "Internal Complaints Committee" to redress and resolve any complaints arising at the workplace.

Following are the details of the complaints received by your Company during FY 2025-26.

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

The Policy on Non-discrimination and Prevention Of Sexual Harassment (POSH) is available on the Companys website at www.pharmaids.com/policies.html

14. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

As on March 31, 2026, the Companys Board has seven (7) members comprising of two Executive 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.

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:

14.1 Appointment/Cessation/Change in Designation of Directors

Changes during the financial year under review and till the date of approval of this Boards Report:

During the year under review, the members approved the appointment of Mr. Yogananda Moolemath (DIN: 02870387) as Independent Director of the Company for a period of 5 years with effect from January 01, 2026, to hold office up to December 31, 2030 (both days inclusive) through Postal Ballot for which the results were declared on January 02, 2026.

Mr. Mopperthy Sudheer (DIN: 00404917) ceased to act as an Independent Director of the Company with effect from January 05, 2026, due to retirement pursuant to completion of his second consecutive term of 5 (five) years. The Board of Directors vide circular resolution no. 02/2025-26 dated January 02, 2026, considered and took note of the same.

Dr. Shankarappa Nagaraja Vinaya Babu, Chairman and Non-Executive, Non-Independent Director of the Company had expressed his intentions to step down from the position of Chairman of the Board and consented to take up the role of Vice-Chairman, while continuing to serve as a Non-Executive and Non-Independent Director of the Company, w.e.f. closure of business hours on December 05, 2025. Consequently, the Nomination and Remuneration Committee, through circular resolution no. 01/2025-26 dated November 26, 2025 and the Board of Directors through circular resolution no. 01/2025-26 dated November 27, 2025 approved the same.

Mr. Pattamadai Natarajasarma Vijay, Independent Director of the Company was appointed as the Chairman of the Board w.e.f. December 05, 2025, pursuant to the recommendations of the Nomination and Remuneration Committee, through circular resolution no. 01/2025-26 dated November 26, 2025 and subsequent approval of the Board of Directors through Circular resolution no. 01/2025-26 dated November 27, 2025.

14.2 Re-appointment to the Board

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Mini Manikantan (DIN: 09663184), Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

14.3 Declaration by Independent Directors

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 and comply with the Code for Independent Directors as specified under Schedule IV of the Act. In terms of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, the Independent Directors of the Company have enrolled their names in the online databank of Independent Directors maintained by the Government.

The Independent Directors have also confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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 objective 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.

None of the Directors of your Company are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

13

14.4 Key Managerial Personnel

The Key Managerial Personnel of the Company as on 31^st March 2026, pursuant to 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 Madhava Kaparthy Whole-time Director

Ms. Mini Manikantan Whole-time Director

Mr. Balagangadhara B C - Chief Financial Officer

Mr. Prasanna Subramanya Bhat - Company Secretary and Compliance Officer

Changes during the financial year under review and till the date of approval of this Boards Report:

Dr. S Prasad resigned from the position of Chief Executive Officer and Key Managerial Personnel of the Company with effect from 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.

14.5 Senior Management Personnel

In terms of the Listing Regulations, the Nomination and Remuneration Committee has identified the following officers as Senior Management Personnel:

NAME	DESIGNATION
1. Dr. S Prasad	Chief Executive Officer (resigned w.e.f. August 07, 2025)
2. Mr. Balagangadhara B C	Chief Financial Officer
3. Mr. Prasanna Subramanya	Company Secretary and Compliance Officer
Bhat
4. Dr. Sidde Gowda*	Vice President Operations (resigned w.e.f. December 10, 2025)
5. Dr. Jagadeesh M N*	Vice President Discovery Services (resigned w.e.f. June 25, 2026)
6. Mr. Shivananda Murthy*	Chief Information Officer

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

Note:

1. Dr. S Prasad resigned from the position of Chief Executive Officer of the Company with effect from the closure of business hours on August 07, 2025. The resignation was due to personal commitments and there were no material reasons which may affect the Company.

2. Dr. Sidde Gowda, vide his letter dated December 10, 2025, tendered his resignation as Vice President Operations of the Company. The resignation was due to personal commitments and there were no material reasons which may affect the Company.

3. Dr. Jagadeesh M N, vide his letter dated June 25, 2026, tendered his resignation as Vice President Discovery Services. The resignation was due to personal commitments and there were no material reasons which may affect the Company.

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, 2026 and up to the date of this report.

15. CODE OF CONDUCT

The Company has laid down a Code of Conduct for all Board members and Senior Management Personnel.

The annual declaration affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the year ended March 31, 2026, forms part of this Annual Report.

16. BOARD AND COMMITTEES

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 detailed composition of the Board and mandatory Board Committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, their terms of reference, meetings held and the attendance of each Directors etc, are given in the Corporate Governance Report which forms part of this Annual Report.

16.1 Meeting of the Board/ Committees

The Board met 06 (Six) times during the year under review. Only in case of special and urgent business, if the need arises, the Boards / Committees approval is taken 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 MCA and by the 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.

16.2 Audit Committee (AC)*

Mr. Pattamadai Natarajasarma Vijay was appointed as a member and the Chairman of the Audit Committee. The other members of the Audit Committee are Mr. Venu Madhava Kaparthy, Mr. Methuku Nagesh and Dr. Yogananda Moolemath. All the recommendations made by the Audit Committee were accepted by the Board.

16.3 Nomination and Remuneration Committee (NRC)*

Mr. Methuku Nagesh was appointed as a member and the Chairman of the Nomination and Remuneration Committee. The other members of the NRC are Mr. Pattamadai Natarajasarma Vijay and Dr. Yogananda Moolemath. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

16.4 Stakeholders Relationship Committee (SRC)

Mr. Methuku Nagesh was appointed as a member and the Chairman of the Stakeholders Relationship Committee. The other members of the SRC are Mr. Venu Madhava Kaparthy and Ms. Mini Manikantan. All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

*Mr. Mopperthy Sudheer ceased to act as an Independent Director of the Company upon completion of his second term on January 05, 2026. Consequent to the above, he also ceased to be a member of the Audit Committee and Nomination and Remuneration Committee.

17. 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 addition and representation of stakeholders. The NRC has formulated a separate policy on Board Diversity.

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

18. BOARD EVALUATION

In accordance with relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Guidance Note on Board Evaluation, the Board has carried out an annual performance evaluation of its own performance and of the individual directors, as well as the evaluation of the working of its various Committees for the year under consideration.

The evaluation process was initiated by putting in place, a structured questionnaire after seeking inputs from all the Directors covering various aspects 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); effectiveness of board processes, information 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 performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated in a separate meeting of Independent Directors, after taking into account the views of the Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed 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, excluding the Independent Director being evaluated. The Directors expressed overall satisfaction with the evaluation process.

19. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The details of familiarization programmes are disclosed on the Companys website, www.pharmaids.com/disclosure.html

20. 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 Committee implements this mechanism in concurrence with the Board.

21. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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, on the basis of 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 Company has formulated and adopted a comprehensive policy on "Directors Appointment and Remuneration", including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, in terms of relevant provisions of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on www.pharmaids.com/policies.html

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors and forms part of the Policy.

The salient features of the Policy are:

To enable the Company to provide a well-balanced and performance-related compensation 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 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.

22. 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, 2026, 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 company as on March 31, 2026 and of the profit and loss of the company for that period;

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;

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 such internal financial controls are adequate and were operating effectively; 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.

23. 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 Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Whole-Time Director 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.

24. 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.

25. RISK MANAGEMENT

Risk management is embedded in the company with the belief 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 SEBI Listing Regulations, the Company has a robust Risk Management Framework to identify, monitor and minimize risks and also to identify business opportunities. The Audit Committee has additional oversight in the area of financial risks and controls.

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

Further, formation of Risk Management Committee in accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company during the Financial Year under review.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for Directors and Employees 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, 2026:

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, 2026	Nil

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

27. CODE OF PREVENTION OF INSIDER TRADING

In accordance with amended SEBI (Prohibition of Insider Trading) Regulations, 2015, 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. 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 www.pharmaids.com/policies.html

28. 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 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, on a quarterly basis. For the year ended March 31, 2026, the Company had taken shareholders approval for entering into material related party transactions.

Further, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed as 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 interests of the Company at large.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Companies Act, 2013 read with the IEPF Rules state 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).

30. ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2026, in the prescribed format is available on the Companys website at www.pharmaids.com

31. AUDITORS AND AUDITORS REPORT

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

The Shareholders at the 34^th Annual General Meeting ("AGM") held on 22^nd September 2023, approved the reappointment M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S), Hyderabad for a period of five (5) years as Statutory Auditors of the Company from the conclusion of 34^th AGM till the conclusion of 39^th AGM.

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As per the requirement of the Companies Act, 2013, M/s PPKG & Co, Chartered Accountants, Hyderabad have confirmed that their appointment is within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S), Hyderabad have confirmed that they hold a valid certificate issued by the Peer Review Board of 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.

31.2 Internal Auditor

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

In the financial year 2026-27, the Board of Directors have appointed M/s. V Mahendra & Associates, Practicing Chartered Accountant as an Internal Auditor of the Company on terms and conditions as mutually agreed between the auditor and the Company, to carry out the internal audit function for the financial year 2026-27.

31.3 Secretarial Auditor Mr. Kashinath Sahu, sole proprietor of M/s Kashinath Sahu & Co., Practicing Company Secretaries

The Members of the Company at the 36^th AGM of the Company held on September 23, 2025 had approved the appointment of Mr. Kashinath Sahu, sole proprietor of M/s Kashinath Sahu & Co., Practicing Company Secretaries (Certificate of Practice No. 4807; FCS: 4790), Hyderabad, a Peer Reviewed Practicing Company Secretary (Peer reviewed certificate no. 2957/2023) as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 to FY 2029-30 to conduct the Secretarial Audit of the Company

Secretarial Auditor has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

The Secretarial Audit Report as per Section 204 of the Act, for FY 2025-26 is annexed to this report as ‘Annexure E. The Audit Report issued by the Secretarial Auditors for the said financial year forms an integral part of this Report which is self-explanatory.

The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the Secretarial Audit report of Adita Bio Sys Private Limited, the Companys material unlisted subsidiary for FY 2025-26, is annexed to this Report as ‘Annexure F.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the Company has obtained Annual Secretarial Compliance Report, certified by CS Kashinath Sahu, sole proprietor of M/s Kashinath Sahu & Co for Financial Year ended March 31, 2026, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same was submitted with the Stock Exchanges.

31.4 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.

32. ESOP/ESPS DISCLOSURES:

During the FY 2024-25, the Company had 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) including its subsidiary(ies) and/or associate(s) (existing or future).

A statement giving complete details under the provisions of the Companies Act, 2013 and the Rules made thereunder and in terms of Regulation 14 of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SBEB Regulations) is provided on the website of the Company www.pharmaids.com

A certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is annexed as ‘Annexure G to this report.

There has been no change to either schemes during the financial year.

The grants under the Schemes are further subjected 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 2025-26.

33. OTHER DISCLOSURES AND AFFIRMATIONS:

The following disclosures are made to the extent applicable to the Company for the year ended March 31, 2026:

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, 2026 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 Companies Act, 2013.

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 appreciation for the assistance and co-operation received from the financial institutions, 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.

	Sd/-
	MR. PATTAMADAI NATARAJASARMA VIJAY
Bengaluru	CHAIRMAN
August 12, 2026	DIN: 00049992