Quality Foils (India) Ltd Directors Report

Dear Members,

Your Directors are happy to present the 35^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March 2025.

1. PERFORMANCE

For FY 2024-25, your company recorded a revenue of ^ 3,482.22 million as compared to ^ 2,923.05 million in the previous year which in terms of growth is 19.1%, over previous year. The EBIDTA for FY 2024-25 is 36.2% as compared to 33.4% of the previous year.

Financial performance of the Company for the year ended 31^st March 2025 is summarized below:

(^ in millions)

Sl. No.	Particulars	Year ended March 31, 2025	Year ended March 31, 2024
I	Total Income	3,482.22	2,923.05
	i) Expenses other than Finance costs and Depreciation	2,220.33	1,945.56
	ii) Finance costs	19.00	21.01
	iii) Depreciation	352.89	331.44
II	Total Expenses (i+ii+iii)	2,592.22	2,298.01
	PBT (I-II) - Before Exceptional Items	890.00	625.04
	Less: Exceptional Items	-	-
III	PBT- After Exceptional Items	890.00	625.04
IV	Tax Expense	222.45	136.93
V	PAT (IM-IV)	667.55	488.11
VI	Profit/(Loss) for the period from discontinued operations	5.87	(78.02)
VII	PAT from continued & discontinued operations (V+VI)	673.42	410.09
VIII	Other comprehensive (loss) / income	(0.37)	(2.33)
IX	Total Comprehensive income for the year (VII+VIII)	673.05	407.76

2. MANAGEMENT DISCUSSION AND ANALYSIS Macro Economy Global Economy

In 2025, the global economy remains marked by heightened uncertainty, despite signs of stabilization seen through 2024. While inflation was gradually aligning with central bank targets through the last year, it continues to display regional disparities. Labour markets, though showing early signs of normalization, are yet to fully stabilise. Against this backdrop, overall global growth has remained subdued, averaging around 3%. The recent imposition of wide-ranging tariffs, primarily by the United States, has disrupted established trade flows, triggered volatility in financial markets, and rekindled protectionist sentiments, all of which are contributing to a more fragile and cautious global economic environment.

The pace of economic activity has also weakened in recent months. Retail sales and industrial production data reflect

a slowdown, with hiring momentum easing and layoffs becoming more frequent across various economies. In the United States, optimism among consumers and businesses has been replaced by growing caution, coinciding with a wave of new trade measures. Inflation remains above central bank targets in many countries, driven by persistent services inflation and a recent uptick in core goods prices. While trade volumes experienced a brief boost from inventory build-ups in anticipation of new tariffs in late 2024, they are now expected to soften as the full effects of the trade restrictions take hold.

There is a notable divergence in economic performance across major economies.

• The United States, which previously saw robust domestic consumption, is beginning to show signs of a cyclical slowdown.

• Europe continues to grapple with subdued demand, high energy costs, and sluggish industrial activity.

• Chinas domestic demand remains under pressure

due to prolonged weakness in the real estate sector and ongoing deflationary trends, despite supportive policy measures.

The services sector will lead growth through exports in business services, education, and healthcare whereas agriculture is expected to perform well, especially with strong rabi (winter) sowing of wheat and pulses.

These country-specific challenges are further compounded by long-standing structural issues, including falling labor productivity and aging populations in several advanced and emerging economies.

Against this backdrop, policy options are increasingly constrained. Several governments have limited fiscal space following extensive support measures during the pandemic and the recent energy crisis. Elevated interest rates are pushing up debt servicing costs, particularly in highly indebted economies. With inflation expectations rising once again, central banks are left with less room to manoeuvre without compromising their credibility.

Outlook

Looking ahead, the global growth forecast has been revised downward by the International Monetary Fund, with output expected to slow to 2.8% in 2025, before edging up to 3.0% in 2026. This outlook reflects the immediate drag from new tariff measures, supply chain disruptions, and broader geopolitical tensions. The baseline scenario is accompanied by significant uncertainty, with alternate paths depending on the evolution of trade policies. The United States and China are projected to be most directly impacted, though the ripple effects will be felt worldwide. Additionally, fiscal tightening in advanced economies and fluctuations in commodity prices may continue to weigh on growth.

(Source: IMF_WEO_April_2025 (GLOBAL PROSPECTS AND POLICIES))

Urban infrastructure investment is set to rise, supported by a new $1.17 billion government fund. While global uncertainties may temper private investment in the near term, improvements are expected with lower borrowing costs and pro-investment reforms.

Outlook

Indias economic outlook remains broadly positive despite external headwinds, on the back of strong fundamentals, proactive policies, and a favourable investment climate. While global risks such as rising U.S. tariffs on Indian exports and potential commodity price surges pose challenges, the countrys stable macroeconomic framework and ongoing structural reforms are expected to mitigate their impact and support sustained medium-term growth.

(Source: Asian Development Bank_ Outlook Apr 2025)

Indian Economy

Industry Overview

India has shown its resilience amid global headwinds with governments sustained focus on infrastructure development and job creation. Regulatory reforms are expected to strengthen manufacturing, while the services and agriculture sectors remain robust. New tax incentives for the middle class are also set to drive economic activity.

The Asian Development Bank (ADB) projects Indias GDP to grow by 6.7% in FY26, driven by strong domestic demand, rising rural incomes, a resilient services sector, and moderating inflation, boosting consumer confidence. Growth is expected to rise further to 6.8% in FY27, supported by accommodative monetary and fiscal policies.

Private consumption will remain a key growth engine, backed by higher rural incomes and urban middle-class spending, aided by personal income tax cuts. Inflation is projected to moderate to 4.3% in FY2025 and 4.0% in FY2026, potentially allowing monetary easing.

Contract Research Organisation Global

The global Contract Research Organization (CRO) market is projected to grow from an estimated USD 69.56 billion in 2025 to approximately USD 126.17 billion by 2034, registering a CAGR of 6.85% over the forecast period. In North America, the CRO market exceeded USD 28.63 billion in 2024 and is expected to expand at a CAGR of 6.88% throughout the same timeframe. This growth trajectory underscores the increasing reliance of pharmaceutical and biotechnology companies on CROs to streamline drug development processes and enhance operational efficiency.^

• Drug Discovery services

The global drug discovery services market is projected to reach USD 24.26 billion in 2025, up from USD 21.26 billion in 2024, and is expected to grow at a CAGR of 14.13%, reaching approximately USD 79.71 billion by 2034.

Small-molecule drugs continue to lead the market due to their simpler chemical structures and well-established regulatory pathways. In contrast, biologics represent the fastest-growing segment, driven by rising demand for targeted therapies and the increasing complexity of disease biology.

Given the stringent approval process for biologics and the complexity of demonstrating bioequivalence is an excellent opportunity for CROs to expand their capabilities to support biologic drug discovery (NBE) and advanced testing services.

The high cost and complexity of in-house drug development are driving pharmaceutical companies to increasingly outsource discovery and development to CROs, leveraging their expertise, scalability, and cost efficiency.

Surging R&D investments in the pharmaceutical and biopharmaceutical sectors are fueling demand for nonclinical and preclinical testing services, particularly toxicology, which contributes to nearly 50% of preclinical drug failures. Evolving regulatory requirements in the U.S. and Europe are further accelerating the need for specialized contract research organization (CRO) services.

(Source: Precedence Research)

Towards Preclinical CRO Market Size 2023 to 2034 (USD Billion)

The global preclinical CRO set to grow from USD 6.25 billion in 2024 to USD 14.34 billion by 2034, representing a CAGR of 8.73%. In 2024, North America held the largest share of the preclinical CRO market at 48%, while the Asia Pacific region is expected to experience the fastest growth through 2034. The importance of preclinical CROs has grown significantly alongside the increasing complexity of drug development. Todays biopharmaceutical landscape is marked by the rise of specialized and advanced therapies, such as biologics, gene therapies, and personalized medicine, all of which require highly specialized preclinical testing protocols to assess their safety and therapeutic potential. As R&D budgets for drug development continue to rise, there is a greater demand for preclinical CRO services, driving market growth. Additionally, the surge in preclinical trials involving large molecules, coupled with

the pressure to reduce R&D costs, is expected to further amplify the need for high-quality preclinical CRO support over the forecast period.

The toxicology testing business dominated the preclinical CRO market in 2024, driven by its critical role and the advanced capabilities CROs offer in this area. As companies increasingly outsource noncore preclinical work, demand for toxicology services continues to rise, boosted by the value-added offerings of CROs. Notably, about 50% of preclinical trials fail due to toxicology issues, underscoring its importance and fueling further growth for preclinical CRO services.

Bioanalysis and DMPK studies business is expected to register the fastest CAGR of 9.3%. This growth is fuelled by the increasing demand for pharmacokinetic services, which play a crucial role in supporting toxicology testing during IND-enabling studies. Furthermore, bioanalysis and DMPK research are essential throughout the entire drug formulation process, not just in the preclinical stage. The broad need for these services across multiple phases of drug development is driving the expansion.

(Source: Towards Healthcare, Grandview research)

Non-Clinical testing:

The non-clinical testing market for agrochemicals and specialty chemicals is gaining traction due to increasing regulatory scrutiny, environmental safety concerns, and the growing demand for sustainable and safe chemical use across industries. These tests—covering toxicology, ecotoxicology, environmental fate, and residue studies— are essential to meet global compliance standards such as OECD, EPA, REACH, and BPR. The global nonclinical testing market for agrochemicals is expected to grow steadily, with CAGR estimates ranging from 6% to 8% through 2030.

Rising environmental and health concerns are pushing companies to develop safer, more eco-friendly formulations, requiring detailed toxicological and environmental safety testing. New pesticide formulations, biologicals, and precision ag-tech inputs require rigorous non-clinical validation before commercialization.

Increasing R&D complexity and cost pressures are encouraging agrochemical and specialty chemical companies to outsource non-clinical testing to contract research organizations (CROs).

(Source: Magna Intelligence)

Bioanalytical testing and bioavailability/bioequivalence (BA/BE)

Bioanalytical testing and bioavailability/ bioequivalence (BA/BE) studies are essential to the drug development process particularly for generics, biosimilars, and complex formulations. These services,

conducted under stringent GxP compliance, support pharmacokinetics (PK), toxicokinetics (TK), and drug metabolism assessments critical for regulatory approvals. As drug development grows more complex and cost- sensitive, pharmaceutical and biotech companies are increasingly outsourcing bioanalytical and BA/BE services to contract research organizations (CROs) and specialized labs. This shift enables faster timelines, cost efficiency, and access to cutting-edge analytical technologies.

The global bioanalytical testing market is projected to expand from USD 4.5 billion in 2023 to over USD 8 billion by 2030, growing at a CAGR of 8-10%. The BA/BE service is expected to see steady growth, fuelled by rising demand for generics, biosimilars, and complex dosage forms across both mature and emerging markets.

Regulatory mandates requiring proof of therapeutic equivalence continue to drive BA/BE demand, particularly in cost-sensitive regions such as India, China, and Latin America. India, in particular, has established itself as a global hub for BA/BE studies, thanks to its cost advantages, regulatory maturity (DCGI, CDSCO), and growing CRO infrastructure.

Additionally, the rise of modified-release formulations and biologics/biosimilars is increasing the need for tailored bioanalytical methods and specialized assay capabilities, presenting significant growth opportunities for CROs with expertise in large molecule analysis and custom study designs.

(Source: Grand View Research)

Growth drivers:

Several key factors are driving the expansion of the CRO market. Notably, the surge in biopharmaceutical research and development activities has heightened the demand for specialized services offered by CROs. These organizations provide comprehensive support across various stages of drug development, regulatory consulting, laboratory services, etc. Additionally, the growing complexities and the need for regulatory compliance have further amplified the demand for CRO expertise.

Geographical growth:

• North America leads the CRO market, contributing approximately 40% of the global market share.

• The United States, in particular, stands out as a significant contributor, driven by its advanced healthcare infrastructure, substantial pharmaceutical industry, and favourable regulatory environment.

• Other regions, including Europe and Asia, are also witnessing notable growth, attributed to increasing investments in healthcare and research initiatives.

Market outlook:

The CRO market is poised for continued growth, driven by advancements in biopharmaceutical research, the complexity of clinical trials, and the strategic outsourcing of drug development processes. Companies operating in this sector are well-positioned to capitalize on these trends by offering specialized services that cater to the evolving needs of the pharmaceutical and biotechnology industries.

(Source: Precedence Research, PR Newswire, Technavio)

India

The Indian Contract Research Organization (CRO) market has demonstrated robust growth, with its valuation increasing from USD 0.69 billion in 2023 to an anticipated USD 1.32 billion by 2032, reflecting a CAGR of 7.23%. This expansion is primarily driven by Indias strategic positioning as a cost-effective hub for clinical trials, bolstered by a large and diverse patient population, skilled workforce, and an evolving regulatory landscape that facilitates accelerated drug development processes.

• Drug Discovery Outsourcing:

The Indian drug discovery outsourcing market is experiencing robust growth, projected to expand at a CAGR of 10.6% from 2025 to 2030. This growth is driven by Indias competitive advantages, including cost- effective research and development (R&D) services, a skilled workforce, and adherence to international quality standards. Additionally, supportive government initiatives and investments in R&D infrastructure are further bolstering the sectors expansion. The markets evolution reflects Indias increasing prominence as a global hub for pharmaceutical innovation and outsourcing. (Source: Grand View Research)

• Pre-Clinical Services:

The Indian preclinical Contract Research Organization (CRO) market is experiencing significant growth, projected to reach USD 393.6 million by 2030, with a CAGR of 11.4% from 2024 to 2030. This expansion is driven by several factors, including Indias cost-effective research environment, a skilled workforce, and increasing global outsourcing of research and development (R&D) activities. Key services within the market encompass toxicology testing, bioanalysis, and drug metabolism and pharmacokinetics (DMPK) studies, with toxicology testing leading in revenue share and bioanalysis and DMPK studies exhibiting the fastest growth. The biopharmaceutical sector is the primary end-user, accounting for a significant portion of the market share, due to the demand for rigorous safety and efficacy testing in drug development. Technological advancements, such as high-throughput screening and advanced imaging techniques, have further enhanced the capabilities of preclinical CROs in India, making the country a preferred destination for preclinical research outsourcing.

(Source: Grand View Research, MarkNtel, GIIResearch)

• Bioanalytical testing and bioavailability/bioequivalence (BA/BE)

India has become a prominent global centre for Bioavailability/Bioequivalence (BA/BE) studies, thanks to its cost-efficient research environment and a vast pool of skilled professionals. Numerous Contract Research Organizations (CROs) and pharmaceutical companies in the country actively conduct BA/BE studies, playing a vital role in the global supply of generic medications.

The rising demand for BA/BE studies in India is fuelled by:

• Expansion of the generic pharmaceutical market

• Regulatory mandates from key regions including the US, Europe, and others

• Indias strategic role as a major exporter of generic drugs

The bioequivalence studies market in India is projected to reach

a revenue of USD 42.6 million by 2030, growing at a CAGR of 9%

between 2024 and 2030.

(Source: Credevo, Grand View Research)

Growth drivers:

Several factors contribute to the markets growth trajectory.

• The globalization of clinical trials has led to increased outsourcing of research and development activities to India, owing to its competitive advantages in terms of cost and efficiency.

• Additionally, the adoption of digital technologies, such as real-time data analytics, has enhanced the speed and accuracy of clinical research.

• Furthermore, the Indian governments initiatives, including the National Biopharma Mission and tax incentives for R&D activities, have fostered a conducive environment for innovation and investment in the pharmaceutical sector.

Trends in the Indian CRO market:

• Oncology has emerged as a dominant therapeutic area within the Indian CRO market, driven by the increasing incidence of cancer and the demand for novel therapeutic solutions.

• The pharmaceutical and biopharmaceutical sectors are the primary end-users of CRO services, capitalizing on Indias capabilities to conduct large-scale clinical trials at reduced costs compared to Western counterparts.

• This trend is further supported by collaborations between Indian CROs and global pharmaceutical companies, aiming to expedite the development and commercialization of new therapies.

Market outlook:

The Indian CRO market is poised for continued growth, boosted by advancements in digital health technologies, a supportive regulatory framework, and an expanding pipeline of innovative therapies. As global pharmaceutical companies increasingly seek efficient and cost-effective solutions for drug development, Indias CRO sector is well-positioned to play a pivotal role in the global healthcare ecosystem.

India CRO Market

2018 2019 2020 2021 2022 2023 2024 2025 2026 2030 2031 2032

(Source: MarketResearchFuture)

Pharmaceutical Analytical Testing Global

The pharmaceutical analytical testing market is experiencing significant growth, projected to increase from USD 9.74 billion in 2025 to USD 14.58 billion by 2030, reflecting a CAGR of 8.41% during the forecast period. This expansion is primarily driven by the increasing number of clinical trials, the rising focus on analytical testing services for biologics and biosimilars, and the growing trend of outsourcing laboratory testing services.

The GMP analytical testing services market is poised for sustained growth, driven by regulatory imperatives, the rise of complex generics, biologics, biosimilars and peptides. Companies offering advanced analytical capabilities are well- positioned to capitalize on the growing demand for high- quality, compliant pharmaceutical products. Global Regulatory mandate rigorous testing and validation processes for drug development, making GMP analytical services essential for ensuring product safety and quality.

The increasing demand for complex generics, biologics, biosimilars and peptides necessitates detailed analysis for characterisation, potency, purity, impurity analysis and stability, thereby driving the need for specialized GMP analytical services. The adoption of advanced analytical technologies, such as mass spectrometry, high-performance liquid chromatography (HPLC), and next-generation sequencing (NGS), is transforming the GMP analytical services market by providing more accurate and efficient testing solutions

The rise of complex products, biologics and combination products and growing adoption of single-use components in pharmaceutical manufacturing has heightened the importance of Extractables & Leachables to detect potential contaminants

from packaging and delivery systems and prevent them from affecting product quality. The detection of carcinogenic nitrosamines in medications has heightened awareness and demand for rigorous testing to prevent contamination and ensure patient safety. Agencies such as the EMA and FDA have implemented strict guidelines to control nitrosamine impurities and ensure the safety of pharmaceutical products. Innovations in analytical methods, such as high-resolution mass spectrometry, have enhanced the detection and quantification of trace impurities, bolstering the capabilities of testing services.

Maintaining GMP compliance requires significant investment in infrastructure, equipment, and skilled personnel, which can be a barrier for small and medium-sized enterprises.

(Source: Imarc Group)

Growth drivers:

Key factors contributing to market growth include:

• the heightened emphasis on analytical assessments of biosimilars and biologics, which are critical for regulatory approvals

• Initiatives by health regulatory bodies, such as the World Health Organizations efforts to enhance clinical trial infrastructure in various therapeutic areas, are expected to propel the growth of the pharmaceutical analytical testing services market

• Pharmaceutical companies are increasingly outsourcing analytical testing to specialized contract research organizations (CROs) to reduce operational costs, gain access to advanced technologies, and expedite drug development.

These initiatives facilitate the ethics and regulatory approval processes, thereby fostering an environment conducive to the adoption of pharmaceutical analytical services.

Geographic distribution:

• North America currently holds the largest market share in the pharmaceutical analytical testing market, driven by substantial investments in research and development

• Asia Pacific is anticipated to be the fastest-growing market during the forecast period, attributed to the increasing number of clinical trials and the expansion of pharmaceutical research activities in the region

Market outlook:

The pharmaceutical analytical testing market is poised for continued growth, underpinned by advancements in analytical methodologies, supportive regulatory frameworks, and an expanding pipeline of pharmaceutical products. As the industry increasingly focuses on ensuring the safety, efficacy, and quality of new drugs, the demand for comprehensive analytical testing services is expected to rise, positioning the market for sustained expansion in the coming years.

(Source: Morder Intelligence)

India

The India Pharmaceutical Analytical Testing Outsourcing market is poised for significant growth, with projections indicating a rise to USD 308.7 million by 2030, reflecting a CAGR of 10.7% during the forecast period.

Market Segmentation and Trends:

• Service Segments:

• Other Testing Services: This segment was the largest revenue contributor in 2023, accounting for approximately 40.12% of the market share.

• Bioanalytical Testing: Identified as the fastest-growing segment, it is expected to experience significant growth throughout the forecast period.

• End Users:

• The market serves pharmaceutical companies, biopharmaceutical companies, and contract research organizations, each contributing to the demand for outsourced analytical testing services.

In the Asia Pacific region, India is anticipated to register the highest CAGR from 2024 to 2030, underscoring its emerging prominence in the pharmaceutical analytical testing outsourcing sector.

Key Market Drivers:

• Cost Efficiency: Outsourcing analytical testing services allows pharmaceutical companies to reduce operational costs associated with in-house testing facilities.

• Regulatory Compliance: The need to adhere to stringent regulatory standards drives companies to seek specialized external testing services.

• Focus on Core Competencies: By outsourcing, companies can concentrate on their primary areas of expertise, such as drug discovery and development.

• Technological Advancements: The adoption of advanced analytical techniques and technologies by outsourcing firms enhances the quality and reliability of testing services.

Outlook:

The Indian pharmaceutical analytical testing outsourcing market is on an upward trajectory, driven by increasing demand for high-quality testing services, cost-effective solutions, and adherence to stringent regulatory standards. India is set to become a key player in the global pharmaceutical analytical testing outsourcing landscape.

(Source: Grand View Research, Grand view Research Asia)

Testing, Inspection & Certification Market

Global

The global Testing, Inspection, and Certification (TIC) market is projected to grow from USD 239.48 billion in 2025 to USD 282.76 billion by 2030, reflecting a CAGR of 3.4%. This steady growth trajectory highlights the sectors resilience and its critical role across multiple industries.

Several macroeconomic and industry-specific factors are contributing to this expansion:

• Strengthening regulatory compliance requirements are driving demand for standardized and independent quality assurance services.

(Source: MarketsAndMarkets)

Indian

TIC services are essential for ensuring product quality, safety, and regulatory compliance across various industries. As India strengthens its product standards and seeks to meet global export requirements, the TIC market is expected to grow steadily. Indias Testing, Inspection, and Certification (TIC) market is projected to reach USD 23,457.5 million by 2030, with a CAGR of 5.4% from 2025 to 2030.

In 2024, testing was the largest revenue-generating service in Indias TIC market, while certification emerged as the fastest- growing and most lucrative business during the forecast period. India accounted for 4.3% of the global TIC market revenue in 2024. However, China is expected to lead the global TIC market by revenue in 2030, with India following closely in the Asia Pacific region. China is also forecasted to be the fastest-growing market in the region, reaching USD 69,089.4 million by 2030.

• Increased consumer awareness regarding product quality, safety, and sustainability is encouraging manufacturers and service providers to prioritize third-party certifications.

• Technological advancements, including the digitalization of TIC services through automation and AI-enabled inspection systems, are enhancing service delivery and market scalability.

Key sectors fuelling growth include industrial manufacturing, consumer goods, food safety, and energy. In addition, the rise of electric vehicles (EVs) and the global shift toward renewable energy are opening new avenues for specialized TIC services.

Global regulatory bodies continue to adopt more stringent quality and safety standards, reinforcing the critical role of TIC services in ensuring compliance and risk mitigation. Simultaneously, the globalization of supply chains and the expansion of international trade are further amplifying the need for reliable testing and certification.

In alignment with these trends, our strategic investments in digital capabilities and sector diversification position us well to capitalize on emerging opportunities and sustain long-term value creation for our stakeholders.

Factors driving growth in Indias TIC market

The growth of Indias TIC market is driven by several factors, including stringent regulatory compliance enforced by bodies such as the Bureau of Indian Standards (BIS) and the Food Safety and Standards Authority of India (FSSAI), particularly across food, electronics, and healthcare industries. Additionally, infrastructure initiatives such as "Make in India" and the "Smart Cities Mission" are fuelling the demand for construction material testing and inspection. The expanding pharmaceutical sector, including APIs and generic drugs, also requires comprehensive TIC processes to meet both domestic and international health standards.

Challenges

However, the market faces challenges related to quality assurance and compliance, as ensuring adherence to stringent regulations across industries is critical. The demand for qualified professionals and advanced testing equipment is also increasing, requiring continuous investment in these areas. Additionally, raising awareness about the importance of TIC services in enhancing consumer confidence and facilitating international trade remains essential for sustained market growth.

Market outlook

Indias TIC market is poised for significant expansion, supported by regulatory demands, infrastructure development, and the growth of key industries. To fully capitalize on this growth, addressing challenges related to compliance, skilled workforce availability, and awareness will be crucial for the markets continued success.

(Source: Grand View Research, 6Wresearch)

Food Testing Industry Global

The global food safety testing market is poised for significant growth, with projections indicating an increase from USD 25.33 billion in 2025 to USD 36.25 billion by 2030, reflecting a compound annual growth rate (CAGR) of 7.43% during the forecast period. This expansion is driven by heightened consumer awareness of food quality, stringent regulatory standards, and the globalization of food supply chains, necessitating rigorous testing protocols to ensure food safety and compliance.

Growth drivers:

• Technological advancements are playing a pivotal role in transforming the food safety testing landscape.

• The integration of artificial intelligence (AI), machine learning (ML), and blockchain technologies is enhancing diagnostic capabilities, enabling more accurate and efficient detection of contaminants.

• Innovations such as food fingerprinting, which utilizes spectroscopic and spectrometric data, are emerging as powerful tools for food authentication and safety verification.

Geographical distribution:

• The Asia Pacific region is anticipated to witness the fastest growth in the food safety testing market, driven by the expansion of the food processing sector and the enforcement of stringent food safety regulations in countries such as India and China.

• The increasing demand for processed foods and the rising awareness of foodborne illnesses are further propelling the need for comprehensive testing solutions in the region.

Source : Mordor Intelligence Nit

(Source: Mordar Intelligence, IMARC, Precedence Research, Allied Market Research)

India

The India Food Safety Testing Market was valued at approximately USD 831.6 million in 2024 and is projected to reach USD 1,799.4 million by 2033, reflecting a compound annual growth rate (CAGR) of 8.92% during the forecast period from 2025 to 2033. This growth is primarily driven by increasing consumer awareness regarding foodborne illnesses and the rising demand for safe and quality food products. The markets expansion underscores the critical importance of food safety in Indias evolving food industry.

Growth Drivers:

Several factors contribute to the robust growth of the food safety testing market in India.

• There is a significant rise in consumer awareness about foodborne illnesses, leading to a heightened demand for stringent safety measures.

• Additionally, the implementation of stringent regulatory frameworks has necessitated rigorous testing and compliance, further driving the demand for food safety testing services.

These factors collectively underscore the critical role of food safety testing in ensuring public health and maintaining consumer confidence in food products.

Trends:

• The market is witnessing significant advancements in testing technologies, enhancing the efficiency and accuracy of food safety assessments.

• Techniques such as Polymerase Chain Reaction (PCR)-based assays, immunoassay-based methods, and agar culturing are increasingly being employed to detect contaminants and pathogens in food products. These innovations are pivotal in addressing emerging food safety challenges and ensuring compliance with evolving regulatory standards. The Indian government, through the Food Safety and Standards Authority of India (FSSAI), has established comprehensive regulations to ensure food safety across the country. These regulations mandate rigorous testing and compliance, prompting food producers and processors to adopt advanced testing methodologies.

The stringent regulatory environment not only safeguards public health but also fosters a culture of quality assurance within the food industry, thereby driving the demand for food safety testing services.

(Source: IMARC, astuteanalvfica. Precedence Research)

Electrical and Electronics Testing

Global

The EMC and EMI testing services market encompasses various testing types, including emissions testing, immunity testing, and electrostatic discharge (ESD) testing. These services are vital across multiple industries, including automotive, aerospace, telecommunications, healthcare, and consumer electronics, to ensure compliance with international standards and regulatory requirements.

The global Electromagnetic Compatibility (EMC) and Electromagnetic Interference (EMI) testing services market is experiencing significant growth, driven by the increasing complexity of electronic devices and stringent regulatory standards. Valued at approximately USD 2.55 billion in 2023, the market is projected to reach USD 3.99 billion by 2030, reflecting a CAGR of 5.8% during the forecast period from 2024 to 2030.

Growth drivers:

• The growth is primarily attributed to the proliferation of smart devices, the Internet of Things (IoT), and advancements in wireless communication technologies such as 5G.

• As electronic systems become more integrated and operate at higher frequencies, ensuring their electromagnetic compatibility is crucial to prevent interference that could lead to device malfunction or failure.

Geographical distribution:

• Asia-Pacific region is anticipated to witness substantial growth in the EMC testing services market, owing to rapid

industrialization and the expansion of the electronics manufacturing sector in countries like China, Japan, and South Korea.

• The increasing adoption of electric vehicles (EVs) and renewable energy systems further contributes to the demand for EMC testing services in this region.

The EMC and EMI testing services market is poised for continued expansion, driven by technological advancements, stringent regulatory standards, and the growing demand for reliable and interference-free electronic devices across various industries.

(Source: Dataintelo, Verified Market Research)

India

The Electromagnetic Compatibility (EMC) and Electromagnetic Interference (EMI) testing market in India is witnessing robust growth, fuelled by the increasing use of electronic devices across sectors such as telecommunications, automotive, medical equipment, and consumer electronics.

Growth drivers:

As compliance with global and domestic regulatory standards becomes essential, industries are prioritizing EMC and EMI testing to ensure product performance, reliability, and safety. The rollout of 5G and expansion of the IT and telecom sectors further drive this demand. Additionally, government initiatives such as "Make in India" and the adoption of Industry 4.0 practices are supporting local manufacturing, enhancing the need for standardized testing to meet international benchmarks.

Challenges and outlook:

The market, however, faces challenges such as the requirement for advanced testing infrastructure and specialized technical know-how. Rapid technological changes demand continuous updates in testing methodologies and equipment. The pandemic disrupted operations temporarily, causing project delays, though recovery has been strong with the shift towards digitalization. EMI testing, a critical subset of EMC testing, is increasingly vital in minimizing interference between devices, especially in dense electronic environments like data centres and industrial automation settings.

(Source: 6WResearch, Premium Market Insights)

Environment Testing Industry

Global

The global environmental testing market is anticipated to grow from USD 7.43 billion in 2025 to USD 9.32 billion by 2030, reflecting a compound annual growth rate (CAGR) of 4.6% over the forecast period. This expansion is driven by the implementation of more stringent pollution control regulations, a heightened focus on sustainability, and increasing public health concerns.

Rising levels of air, water, and soil contamination have significantly elevated the demand for accurate and efficient

environmental testing solutions. Technological advancements such as automation, Al-powered analytics, and high-precision sensor technologies are enhancing the speed, accuracy, and reliability of testing processes.

Furthermore, rapid industrialization, urbanization, and infrastructure development particularly in emerging economies continue to bolster the need for comprehensive environmental testing services.

(Source: Market and Markets)

India

The Indian environmental testing market is projected to reach USD 460.8 million by 2030, registering a compound annual growth rate (CAGR) of 8.1% during the period from 2024 to 2030. This surge is driven by heightened awareness of environmental degradation, enforcement of stricter regulations, and increasing demand across sectors like pharmaceuticals, consumer goods, and manufacturing. Government initiatives such as the BioE3 policy, along with programs promoting "Net Zero" and a circular bioeconomy, are further encouraging the uptake of environmental testing services, aligning with the nations broader sustainable development goals.

Growth drivers:

• India faces escalating air, water, and soil pollution, with over two-thirds of its population exposed to air quality worse than national standards. This environmental strain is prompting industries to adopt testing services to meet compliance norms and mitigate reputational risks.

• Public concern over environmental health is also growing, adding pressure on businesses to demonstrate accountability. Regulatory vigilance is intensifying, reinforcing the demand for frequent and reliable environmental monitoring. Technological advancements such as portable kits, remote sensing, and AI-based analytics are making environmental testing faster and more accessible. These innovations are being adopted swiftly, especially in industries driven by environmental compliance.

• The agriculture sector, too, is fuelling demand through increased soil testing, aided by government-backed schemes like the Soil Health Card. As farmers seek to optimize yield and ensure sustainable practices, soil diagnostics are becoming a key growth area.

Challenges and outlook:

Key challenges include limited awareness of environmental testing and the high cost of advanced equipment, which limits adoption in smaller labs. Despite this, water and soil testing are expanding rapidly due to rising health and sustainability concerns. Maharashtra, leading in urbanization and industrial activity, exemplifies regional growth, backed by progressive environmental policies and infrastructure. The outsourcing of testing services is also on the rise, allowing industries to ensure compliance while focusing on core operations.

(Source: Industrvarc. Research and Markets)

2.1 COMPANY OUTLOOK

Your Company is positive about its growth prospects in clinical, pre-clinical, non-clinical, biopharmaceutical, pharma analytical, and electronics & electrical contract testing and research, all of which have a strong positive outlook despite the current global economic uncertainties, large competition, and stricter regulatory compliance requirements. The Company has a strong customer base, and promising pipelines, which give it good visibility of growth over the medium term. Over the long term, the Company expects it will strategically look at acquisition opportunities or alliances or partnerships to enhance its market reach, capabilities and service portfolio, to gain further market share. The trend in growth of the overseas market for the Company is positive going forward. The domestic market continues to hold immense potential led by economic growth in the country. However, inflationary pressures in terms of cost of manpower, technology and material, and pricing pressures due to proliferation of laboratories in the country could be a risk to watch out for. VIMTA continues to maintain its dominance in the domestic food testing and contract research services to biopharmaceuticals industry. Doubling of the EMC chamber capacity would help the company to meet the growing demand. The Companys track record in the domestic market and overseas market should help it sustain or better its growth.

2.2 STRENGTHS & STRATEGIES

Your Companys strengths have been its human resources, processes, partnerships, and unparalleled laboratory infrastructure. VIMTA provides services to its customers through processes and procedures that are oriented to deliver strong compliance with regulatory requirements, thereby maintaining the integrity of data and the reports, and minimizing risks to the customers. VIMTA has a track record of strong science and quality over a 40-year history, earning it a reputation as a leading, high-quality, sophisticated contract research and testing organization. Over the years, it has developed a wide range of capabilities and offers high-value, advanced testing services to support product research and development. VIMTA believes it is amongst the leaders in the domestic market for GMP analytical services and GLP nonclinical services. The GMP, GLP and GCP compliant services have been successfully audited 175 times during the year by customers, regulatory agencies, accrediting and certifying bodies.

Similarly, in the food testing business, VIMTA is recognized as the leader not only in its testing expertise, technologies,

and quality, but also in its scale. VIMTA has the largest pan- India network of full-fledged laboratories, positioning it to take more market share within the industry and continue to grow. It is counted as a center of excellence for the country by government organizations as well.

In both food and above-mentioned product development services for biopharmaceutical companies, the broad spectrum of our services, cutting edge instrumentation and facilities with large footprint allows VIMTA to offer a comprehensive set of scientific laboratory services. Further, the scale of services enables us to continuously develop and refine our expertise and enhance our ability to bend the cost and time curve of services to our customers.

Emtac Laboratories Pvt. Ltd., the 100% owned subsidiary of Vimta, stands merged through an NCLT Order dated January 23, 2025, thereby consolidating its presence in the Electronics and Electrical testing. This will help Vimta to serve the defense, industrial, telecom, and medical devices sectors more efficiently and increase its reach in the market.

The environmental monitoring and testing services are strengthened with advanced analytical technologies such as Dioxin Analyzers to serve various segments of our economy.

Your Company has embarked on a strategy of end-to-end digitization to improve productivity and eliminate data integrity risks, and this process is expected to be completed in two years.

Across all its business units, the company believes that the technical and scientific expertise of its dedicated employees provides it with a competitive advantage. With a large pool of scientists holding advanced, masters or equivalent degrees, including PhDs, VIMTA has an edge due to the varied-scientific talent pool. The cross pollination of scientific domain expertise is leveraged often to create innovative as well as comprehensive solutions for customers across industries.

VIMTA has strategically developed and oriented its research and testing laboratory services towards the lucratively growing industries and their outsourcing needs, to position itself to win high value-add business. The service model is focused on providing customers with both stand-alone services as well as a mix of full-service contracts. VIMTA leverages its experience in managing laboratory operations for over 40+ years, to create efficient processes delivering quality outputs that help in maintaining long-term stable customer relationships. Furthermore, your company is focused on continuous operational improvements and prudent cost management. Your company believes that its strong financial profile demonstrates the quality and efficiency of the business model and positions it for continued growth.

2.3 KEY FINANCIAL RATIOS

In accordance with SEBI (Listing Obligations and Disclosure Requirements), Regulations as amended in 2018, following are the details of key financial ratios and significant changes (changes of 25% or more as compared to the immediately previous financial year) in key sector specific financial ratio.

Ratio	Financial Year 2024-25	Financial Year 2023-24
Days, Sales Outstanding	103	106
Days, Inventory Outstanding	128	150
Interest Coverage Ratio	57.39	38.36
Current Ratio	2.92	2.91
Debt Equity Ratio	0.02	0.06
Operating Profit Margin*	26.43%	22.39%
Net Profit Margin**	19.41%	16.91%
Price Earnings Ratio	33.46	20.14
Return on Capital Employed	22.73%	18.7%

Note: The Above Ratios are computed for continuing operations only and previous year ratios were regrouped accordingly.

Brief reasons for significant change in the ratios when compared to previous year are as under:

Days, Inventory Outstanding: Days, Inventory, Outstanding is improved due to increased material consumption, which is in line with the increased operating revenue.

Interest Coverage Ratio: The Interest Coverage ratio increased with increased EBIT.

Price Earnings Ratio: Price Earnings ratio increased with an increase in market price.

Return on Capital Employed: ROCE improved due to increase in EBIT.

*Operating Profit Margin: Operating EBTDA to Revenue from Operations.

**Net Profit Margin: Net Profit to Revenue from Operations.

2.4 MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

Vimta has highly talented workforce of 1315 employees out of which 52% are scientists.

During the year, with the commitment to upskill and retain talent, the company continued to provide various trainings as well as other employee engagement activities. We are focused on increasing productivity of our employees and engaging them well for achieving greater connect to

business goals and objectives using various initiatives. The company is using technology effectively to drive some of these employee centric initiatives.

2.5 INFRASTRUCTURE

Vimta is one of Indias largest Contract Research & Testing Organisations, headquartered in Hyderabad. Vimta has a network of 7 laboratories, including labs related to various divisions located at the headquarters, 1 Electricals & Electronics lab and 6 Food branch labs in India as on 31^st March, 2025. The total built up area of the labs is ~ 6,00,000 sq.ft.

2.6 INVESTMENTS

Your company has consistently been committed to adding and improving its capabilities and service offerings. The broad range of industries that it serves and likewise its wide spectrum of services, are leveraged to stay resilient and pursue long term strategic objectives for growth. Company believes that the contract research and testing industry is constantly evolving, giving rise to newer opportunities. VIMTA is adept at evaluating opportunities in a disciplined manner that is both capital intelligent and growth oriented.

Your company firmly believes that it is on a strong growth path and has made the right investments with a capex outgo to the tune of ^ 791 Mns including infrastructure expansion at Vimta Life Sciences facility, Genome Valley, Hyderabad, India during the year. The significant investments are a strong reflection of the companys confidence on the market opportunities and its growth strategies.

2.7 FORAY INTO BIOLOGICS

Your company has decided to venture into the niche segment of contract research and development of Biologics and Peptides. The Global biologics segment is expected to reach $730 billion by 2030 with a CAGR of 8.2% from 2023. The global outsourced CRAM market stands at around $139.9 billion in 2024.

Indian Biologics market is expected to grow up to $24.6 billion by 2033. India has the highest biosimilar approvals on the globe.

Your company will offer the services such as turnkey biologics projects from clone development to drug product, Clone development & RCB preparation, Development and optimization of upstream, downstream and formulation processes, Titer improvement & impurity control studies, establishment of structure-function relationship, process characterization studies, scale-down model development and qualification, comparability & biosimilarity assessment studies and Stability studies under NBEs, Biosimilar and Peptide services.

2.8 RISKS & CONCERNS

Risks are inherent to any business. They are managed by the Company through a risk management process of risk identification and risk mitigation, through risk reduction strategies & plans and continuous monitoring of the effectiveness of the risk mitigation measures to control them.

The Board has formulated a Risk Management Policy for dealing with different kinds of risks attributable to the operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures and this is reviewed periodically by the Audit Committee and the Board. The Company has adequate internal control systems and procedures to combat risks.

Vimta continues to strive to stay ahead on the competition curve through creation of new service opportunities, operational excellence and uncompromising commitment to quality, regulatory compliance, and customer service. However, there may be certain risk factors that could adversely impact business.

Quality related risks: Poor performance in regulatory audits and accreditation body audits could adversely impact our business. Maintaining quality and compliance is part of every activity in the organization. The management leads the quality culture, understanding very well that this is critical for business success and survival. However, unforeseen poor or inadequate performance by employees could lead to regulatory risks. There are adequate built in controls and checks to mitigate this risk. Nevertheless, these risks cannot be ruled out.

IT related risks: Our ability to serve customers effectively depends on the reliability of our data & information management and communication systems. We leverage computerized technologies and IT tools to perform many business critical activities hence we depend on the efficient and uninterrupted operation of our data & information management and communication systems, including systems we use in the laboratory, data management systems, systems used to deliver services to our customers, and failures in, breach of, or unauthorized access to or use of these systems or data contained therein may materially limit our operations and result in significant harm to our business. IT risk management is a part of our quality management system and thus the security and operation of our data management systems and communication systems, including data management systems and communication systems. Cyber-attacks could lead to disruption in operations. These are addressed through adequate back-up mechanisms and Disaster recovery process. A dedicated team is set up to constantly

keep upgrading the IT Assets and implement the latest technologies to keep the environment safe and secure. It is decided to begin the walk on zero trust security architecture path. Despite the extensive risk mitigation measures in place, the risk of disruption to our operations and business cannot be completely ruled out.

Service failure related risks: We are a scientific services organization and quality of service to the customers is critical for growth of our business. Quality of service is related to our ability to deliver reports and projects with scientifically reliable and accurate information; compliance to contractual requirements, regulations, standards, guidelines as applicable; and service customers with professional and ethical conduct. If we fail to perform our services per these expectations, we could lose confidence of our customers who may choose not to award further work to us or make claims against us for breach of our contractual obligations. Any such action could have a material adverse effect on our reputation, business, results of operations, financial condition and/ or cash flows. Our mitigation strategy is directed towards continuously strengthening our capabilities and learning and implementing best practices. Further, stringent review systems and suitable preventive actions are in place. Financial risks: Vimta makes continuous investments in capacity expansion, market reach and new business streams. These investments are based on good business judgement through market study, backed by strong planning and risk mitigation measures. However, time factors and market dynamics could delay results and/ or create risks in obtaining returns on such investment. Other financial risks include bad debts from customers for various reasons; and liquidity risks as a result of any poor cash flows that could further lead to non-servicing of loans. Your company has dedicated groups for customer relations management and credit control. There are adequate checks to identify risky customer accounts and control business with them to minimize risks. Nevertheless, these risks cannot be completely ruled out.

Data risks: As a third-party provider of services, we often get into various service agreements, with customers including requirements on data confidentiality, data security and IP protection. Given the large scale of human resources involved in our organization, and the inherent vulnerability of IT solutions deployed, we may be at risk as a result of unintentional violations of customer contracts and agreements, which could further lead to significant legal risks for the business. This is mitigated through strong physical security and electronic security systems; trainings to employees, business continuity processes such as electronic data disaster recovery systems; confidentiality oaths from employees; well-propagated whistle blower policies etc. Nevertheless, these risks cannot be completely ruled out.

Growth and personnel related risks: Growth if not managed well places a strain on human, operational and financial resources. To manage our growth, we must continue to attract and retain talented staff across the business operations. Management pays strong attention to continuously building and improving operating and administrative systems to enhance productivity of personnel and processes and also to have a stronger administrative control on the businesses spread at various locations across the country. Given the dependency of business on quality of personnel there are inherent risks associated with personnels abilities and ethical conduct, which may impact adversely customer satisfaction. Thus, if we are unable to manage our growth effectively, we could lose business from our customers. Further, if we are unable to recruit, retain and motivate key personnel, our business could be adversely affected. Our success depends on the collective performance, contribution and expertise of our senior management team and other key personnel throughout our businesses, including qualified management, professional, operational, scientific, technical, and business development personnel. There is significant competition for qualified personnel in all the industries that we operate in, particularly personnel with significant experience and expertise. The loss of any key executive, or our inability to continue to recruit, retain and motivate key personnel in a timely fashion, may adversely impact our ability to compete effectively and grow our business and negatively affect our ability to meet our short and long-term business and financial goals. Company takes several steps to maintain a motivated and engaged team. Initiatives such as ESOPs to attract & retain talent, rewards and recognition programs, personnel competency enlargement programs etc., are among the many best practices followed by the company. Nevertheless, the risks related to growth and personnel cannot be completely ruled out.

Other risks: A few more such risks and concerns are, change in regulations and regulatory environment; downturn in economies that our business operates in; steep drop-in service prices from competition; increase in prices of input material; changes in laws such as tax laws etc. External risks also include foreign exchange risks; interest rate risks; risks from terrorism etc. Further there are also risks of critical equipment breakdowns, power breakouts, short supply of any input material or consumable, fire, and other natural calamities. These are handled through a robust business continuity plan where adequate backups are created and tested from time to time for their effectiveness, nevertheless, these risks cannot be completely ruled out.

It is possible that the above list of risks does not cover all risks exhaustively. However, being an experienced organization, the mitigation measures are in-built into the organization, its strategy and processes, which have so far

helped the organization go through, and grow through, various phases of business and the market situations. It will be managements continuous endeavour to develop strategies that would help the organization de-risk its business & grow with opportunities.

3 DIVIDEND

Your directors have recommended a dividend of ^ 2/- per equity share of ^ 2/- each, for FY 2024-25, subject to approval of members.

4 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Members may please note that as per the provisions of Sections 124 & 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred to the Investor Education & Protection Fund.

Details of the unclaimed dividends and the due dates on which those are liable to be transferred to the Investor Education & Protection Fund are given below:

Year of Dividend - Final	No. of Shareholders who have not claimed	Unclaimed Amount (Rs.)	Date of Declaration	Date of transfer to unpaid account	Last date of transfer to IEPF
2017-18	617	3,41,280	25.08.2018	30.09.2018	29.09.2025
2018-19	495	3,11,536	27.07.2019	01.09.2019	31.08.2026
2019-20	Dividend Not Declared
2020-21	2,301	5,96,166	05.07.2021	10.08.2021	09.08.2028
2021-22	656	2,92,546	25.06.2022	31.07.2022	30.07.2029
2022-23	961	3,16,410	28.06.2023	03.08.2023	02.08.2030
2023-24	1,683	3,66,951	18.07.2024	22.08.2024	21.08.2031

5 TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves.

6 CORPORATE GOVERNANCE REPORT

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary on its compliance, forms an integral part of this Boards Report.

7 ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is uploaded on the website of the Company, which can be accessed at httos://vimta. com/wp-content/uploads/2Q24-25-Annual-Returns.pdf

8 CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company has spent a total sum of R 1,16,21,028/- (One Crore Sixteen Lakh Twenty-One Thousand Twenty-Eight Rupees) on CSR activities as approved by the CSR Committee. Disclosures as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure I to this report.

9 MEETINGS OF THE BOARD

During the year under review, five Meetings of the Board were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the limits prescribed under the Companies Act, 2013.

10 SHARE CAPITAL

As at the end of the year, following is the status of share capital:

1. *Authorised share capital: R 11,99,99,500 (Rupees Eleven crore ninety-nine lakh ninety-nine thousand five hundred only) divided into 5,99,99,750 equity share of ^ 2/- each.

2. Paid up capital: ^ 4,44,69,024 (Rupees Four crore forty-four lakh sixty-nine thousand twenty-four only) divided into 2,22,34,512 equity shares of R 2/- each.

3. ESOPs allotted during the year under review: 63,929 equity shares of ^ 2/- each to the Employees upon exercise of Employee Stock Options under "Vimta Labs Employee Stock Option Plan 2021". Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

*Note:- Upon approval of the merger of the wholly owned subsidiary with the Company, by the Honble NCLT, Hyderabad, the authorised share capital has revised to R 11,99,99,500.

11 ISSUE OF SHARES

During the year under review, the Company has not:

i) Issued any shares with differential voting rights pursuant to provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

ii) Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

The Board of Directors at their meeting held on 28^th April 2025, has recommended to the shareholders for their approval to issue bonus equity shares in the proportion of 1 : 1, i.e., 1 (One) bonus equity share of ^ 2/- each for every 1 (One) fully paid-up equity share held as on the record date. The record date for reckoning eligible shareholders entitled to receive bonus shares will be decided by the Board of Directors post approval of Bonus Issue by the Shareholders.

12 FINANCING THE PURCHASE OF SHARES OF THE COMPANY

During the year under review, the company has not given, either directly or indirectly, nor by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the company in violation of the provisions of Section 67 of the Companies Act, 2013.

13 EMPLOYEE STOCK OPTION PLAN

The members of the Company at their 31^st Annual General Meeting held on 5^th July 2021, had granted approval for "Vimta Labs Employee Stock Option Plan 2021" and grant of stock options to the Eligible Employees of the Company under the scheme. The Company has obtained In-principle approval from Stock Exchanges for Vimta Labs Employee Stock Option Plan 2021 for issue of 6,63,234 Options. Out of which Nomination and Remuneration Committee at its meeting granted Options at various stages as mentioned below:

S. No.	Tranche No.	No. of Options Granted	Grant Date
1	I	5,07,769	19th September 2022
2	II	17,961	11th May 2022
3	III	35,702	26th October 2022
4	IV	11,872	30th October 2023
5	V	85,532	17th July 2024
6	VI	9,609	8th November 2024
7	VII	61,174	24th January 2025

Further, during the year under review, the company allotted 63,929 equity shares of ^ 2/- each to the Employees upon exercise of Employee Stock Options under "Vimta Labs

Employee Stock Option Plan 2021."

The details of "Vimta Labs Employee Stock Option Plan 2021" form part of the Notes to Accounts of the Financial Statements in this Annual Report.

The disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 can be accessed at https://vimta.com/wD-content/uploads/Disclosures- pursuant-to-Reaulation-14-of-the-Securities-and- Exchanae-Board-of-India-Share-Based-Emplovee-Benefits- Reaulattons-2Q14-2.pdf and the same are enclosed as Annexure II to this report together with a certificate obtained from the Secretarial Auditors confirming compliance with the Companies Act, 2013 and the SEBI (SBEB) Regulations, which is enclosed as Annexure III to this report.

14 CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

15 CHANGES IN MEMORANDUM OF ASSOCIATION

The Board of Directors at their meeting held on 28^th April 2025, has approved a proposal to foray into the Biologics Contract Research and Development (CDMO) segment, subject to shareholders approval. This strategic initiative aligns with the Companys long-term vision of expanding its service offerings in the biopharmaceutical sector. The proposed business activity encompasses contract development, analytical testing, and other R&D services related to biologics and peptide-based drug development and manufacturing support. This move is expected to open a new revenue stream and enhance long-term shareholder value by leveraging the Companys existing expertise and capitalizing on the growth momentum in the biologics sector. In order to legally undertake this activity, the Company proposes to amend the Object Clause (Clause III - A) of its Memorandum of Association by inserting a clause/(clauses) authorizing engagement in biologics CDMO services.

The resolutions related to the above is being placed at the Annual General Meeting along with the necessary details.

16 PARTICULARS OF DEPOSITS

During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, there is no non-compliance with the requirements of Chapter V of the Companies Act.

17 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Scheme of Amalgamation under Section 230 to 232 and other applicable provisions

of the Companies Act, 2013 of EMTAC Laboratories Private Limited, (wholly owned subsidiary) with Vimta Labs Limited (Holding Company) and their respective Shareholders and Creditors was approved by the Honble National Company Law Tribunal (NCLT), Hyderabad Bench vide its order dated 23^rd January 2025.Pursuant to said order EMTAC Laboratories Private Limited got merged with Vimta Labs Limited - w.e.f., 01^st April 2024.

Copy of the said order can be accessed at httos://vimta. com/wo-content/uoloads/2.NCLT-Qrder. pdf.

Statement containing the salient features of the financial statements of the wholly owned subsidiary as per subsection (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable to the Company.

During the year, no other company has become or ceased to be a subsidiary or joint venture or associate company of this company.

18 PARTICULARS OF LOANS AND GUARANTEE GIVEN, SECURITY PROVIDED AND INVESTMENT MADE

As required under Section 186(4) of the Act, Particulars of Loans, Guarantee given and security provided and investment made details are shown in Annexure IV and Notes to the Financial Statements (Refer note no. 44 of Financial Statements).

19 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V to this Report.

If any Member is interested in obtaining information pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such Member may write to the Company Secretary at the Registered Office in this regard.

20 AUDITORS

a) Independent Auditors Report

During the year under review, the Companys auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company and there were no instances of frauds reported by the auditors under Section 143(12) of the Companies Act, 2013.

b) Statutory Auditors

Pursuant to the provisions of sections 139,142 and other applicable provisions of the Act read with the rules made thereunder, M/s Gattamaneni & Co., Chartered Accountants (Firm Reg. No. 009303S) were appointed as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the 32^nd Annual General Meeting (AGM) held on 25^th June 2022 on a remuneration mutually agreed by the Board of Directors and the Auditors. They hold office until the conclusion of the 37^th Annual General Meeting to be held in the calendar year 2027. The auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and are eligible to continue to hold the office for rest of their tenure.

c) Internal Auditors

Pursuant to the provisions of Section 138 of the Act and based on the recommendations of Audit Committee, the Board of Directors at their meeting held on 28^th April 2025, have reappointed M/s Chaitanya V & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2025-26. M/s Chaitanya V & Associates, Chartered Accountants, have confirmed their willingness to be reappointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning periodicity and methodology for conducting the Internal Audit.

d) Cost Auditors

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 28^th April 2025, reappointed M/s Lavanya & Associates Cost Accountants (Firm Registration No. 101257) as Cost Auditors of the Company for the financial year 2025-26. A resolution seeking ratification of remuneration payable to the Cost Auditors to conduct cost audit for the financial year 202526 has been included in the notice convening 35^th AGM of the Company. The necessary consent letter and certificate of eligibility was received from the cost auditors confirming their eligibility to be re- appointed as the Cost Auditors of the Company.

e) Maintenance of cost records

The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

f) Secretarial Auditors

Pursuant to the provisions of regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 28^th April 2025 has appointed M/s D Hanumanta Raju & Co., Practicing Company Secretaries as Secretarial Auditors on a remuneration mutually agreed by the Board

of Directors and the Secretarial Auditors for a term of five consecutive years (subject to the approval of Members at the ensuing Annual General Meeting) from the conclusion of the 35^th Annual General Meeting until the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2030. The auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India and the consent letter and certificate of eligibility was received from M/s D Hanumanta Raju & Co., confirming their eligibility for the appointment.

The Secretarial Auditors Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year 2024-25 in the prescribed form MR-3 is enclosed with this Report as Annexure VI.

g) Annual Secretarial Compliance Report

Secretarial Compliance Report for the financial year ended 31^st March 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s D Hanumanta Raju & Co., Practicing Company Secretaries and submitted to both the stock exchanges.

h) Disclosure as per Section 143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any offence of fraud committed by the Companys officers or employees under Section 143(12) of the Act to the Central Government or to the Audit Committee.

21 AUDIT COMMITTEE

The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

22 COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to Board Meetings and General Meetings.

23 POSTAL BALLOT

During the financial year under review, no Postal Ballot notices were issued

24 DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement as required under Section 134 (5) of the Companies Act, 2013 (the Act),

Directors of your Company hereby state and confirm that:

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

ii. They had selected such accounting policies as mentioned in the notes to the financial statements 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 at 31^st March 2025 and of the profit and loss of the Company for the year ended on that date;

iii. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. They had prepared the annual accounts on a going concern basis;

v. They had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25 DIRECTORS AND KEY MANGERIAL PERSONNEL

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors.

a) Directors retiring by rotation

As per the provisions of the Companies Act and the Articles of Association of the Company, Mr. Satya Sreenivas Neerukonda (DIN: 00269814), Executive Director, retires by rotation and being eligible, offered himself for reappointment. The proposal for the re-appointment of Mr. Satya Sreenivas Neerukonda is being placed at the AGM along with the necessary details. Subject to his reappointment as Director, Mr. Satya Sreenivas Neerukonda will continue to be the Executive Director for the balance period of his tenure.

b) Changes in Directorship/Committee Position

During the year under review, there is no change in composition of Board.

Currently, the Board has five committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate

Social Responsibility Committee and Risk Management Committee. Composition of the committees is given below.

Audit Committee	Position
Mr. G Purnachandra Rao	Chairman
Ms. Y Prameela Rani	Member
Mr. Sanjay Dave	Member

 

Stakeholders Relationship Committee	Position
Mr. G Purnachandra Rao (w.e.f., 9th November 2024)	Chairman
Ms. Y Prameela Rani (upto 8th November 2024)	Chairperson
Mr. Sanjay Dave	Member
Mr. Satya Sreenivas Neerukonda (w.e.f., 9th November 2024)	Member

 

Nomination and Remuneration Committee	Position
Mr. Sanjay Dave	Chairman
Mr. G Purnachandra Rao	Member
Ms. Y Prameela Rani	Member

 

Corporate Social Responsibility Committee	Position
Ms. Harita Vasireddi	Chairperson
Mr Harriman Vungal	Member
Mr. Sanjay Dave	Member

 

Risk Management Committee	Position
Mr. Satya Sreenivas Neerukonda	Chairman
Mr. Sanjay Dave	Member
Ms. Harita Vasireddi	Member
Mr. Harriman Vungal	Member
Dr. Upendra Bhatnagar	Member
Mr. Srinivas Prathipati	Member
Mr. Siva Rama Krishna Kambhampati	Member

Disclosure by Directors

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Directors have made necessary disclosures to this effect as required under the Companies Act, 2013. Further, the Company has obtained Certificate pursuant to Regulation 34(3) and Schedule of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from M/s D Hanumanta Raju & Co., Practicing Company Secretaries, Secretarial Auditors and attached

the same to this report.

c) Appointment/ Re-appointment

The Board of Directors in their meeting held on 28^th April 2025, on recommendation of Nomination and Remuneration Committee has re-appointed Dr. Yadagiri R Pendri (DIN:01966100) as an independent director not liable to retire by rotation, for the second and final term of five years commencing from 10^th August 2025 to 09^th August 2030, subject to the approval of the shareholders in ensuring Annual General Meeting.

d) Changes in the Key Managerial Personnel and their terms and conditions of appointment

Dr. S P Vasireddi, Executive Chairman, Ms. Harita Vasireddi, Managing Director, Mr. Harriman Vungal, Executive Director - Operations, Mr. Satya Sreenivas Neerukonda, Executive Director, Mr. Siva Rama Krishna Kambhampati, Chief Financial Officer and Ms. Sujani Vasireddi, Company Secretary are Key Managerial Personnel of the Company within the meaning of Section(s) 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Rama Narahai Naidu Dodda resigned from the position of Chief Financial Officer w.e.f., 10^th December 2024 and Mr. Siva Rama Krishna Kambhampati was appointed as Chief Financial Officer w.e.f., 06^th March 2025.

The Board of Directors on recommendation of Nomination and Remuneration Committee and Audit Committee at their meeting held on 28^th April 2025, has approved revision in remuneration of Executive Directors i.e., Managing Director and Whole-time Directors (excluding Executive Chairperson) subject to the approval of the shareholders at the ensuing Annual General Meeting. The resolutions related to the revision in remuneration are being placed at the AGM along with the necessary details.

Apart from the aforementioned appointment, resignation and revision in remuneration, there have been no other changes in the Key Managerial Personnel during the financial year under review.

e) Declaration by Independent Directors

As per the requirement of Section 149(7) of the Act, all the Independent Directors of the Company have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f) All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

g) It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Company has imparted necessary familiarization programme to the independent director.

h) During the year under review, no new Independent Director was appointed.

26 POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors approved and adopted a Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act.

The Nomination and Remuneration Policy and Board Diversity Policy is set out as Annexure VII, and the same can be accessed at https://vimta.com/wD-content/uploads/ Nomination-Remuneration-Policv.pdf and httos://vimta. com/wp-content/uploads/Board-Diversitv-Pol icv.pdf

27 HUMAN RESOURCES

Our success depends on the collective performance, contribution and expertise of our senior management team and several key personnel throughout our organization, including scientific, technical, administrative, and other business enabling functions such as business development. With an employee base of 1,315, the company leverages the diverse and abundant skills and domain expertise to build a scientifically strong and quality driven organization. Vimta believes that its Human Resources is the key to achieve business growth. Thus, to ensure employee satisfaction, the Company offers a safe, conducive, and productive environment. Endeavours are continuous to attract new talent and ensure the retention of existing employees. To establish a strong, connect with employees, several employee engagement initiatives are undertaken. Training and skill development programs are continuously delivered to promote a learning culture. Special skill development and training programs are conducted for identified special talent pool. Keeping pace with technological advancements, more and more HR processes are digitalised with substantial investments. The employees are sufficiently empowered and company believes that such work environment propels the team to achieve higher levels of performance. The unflinching commitment of its employees is the driving force behind the Companys profitable growth. Your Company appreciates the spirit and the contributions of its dedicated employees.

28 PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and at arms length basis. The particulars of such contracts or arrangements with related parties, pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as Annexure VIII to this report.

The policy on materiality of related party transactions and on dealing with the related party transactions is uploaded on the website of the Company, which can be accessed at httos://vimta.com/wp-content/uoloads/4.Related-Partv- Transaction-Policv-V2.pdf

All the related party transactions are placed before the Audit Committee and also before the Board for their respective approval. Omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which can be foreseen and are repetitive in nature. The Company has developed a Policy on Related Party Transactions including the latest amendments thereof for the purpose of identification and monitoring of such transactions.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is enclosed as Annexure IX to this report.

30 RISK MANAGEMENT POLICY

During the year under review, the Risk Management Committee was constituted by the Board of Directors at its meeting held on 24^th January 2025. The Committee is responsible for overseeing the implementation and effectiveness of the Companys Risk Management Policy, including the identification of key risks, assessment of their potential impact and the formulation of appropriate mitigation strategies. The Board and management support this framework, ensuring that significant risks are regularly reviewed and addressed. Details of the identified risks and the corresponding management perceptions are provided in the Management Discussion and Analysis Report.

31 ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own, that of its committees and individual directors.

A structured evaluation is performed covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance aspects.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. All the evaluations had satisfactory outcomes.

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Company has a comprehensive Code of Conduct (the Code) in place pursuant to Regulation 17(5) of Listing Regulations, applicable to all the senior management personnel and Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code covers duties of Independent Directors and also gives guidance needed for ethical conduct of business and compliance of law. Further, a policy on obligation of Directors and senior management personnel for disclosure of committee positions and commercial transitions pursuant to Regulation 26(2), (5) and (6) of Listing Regulation is in place. All the Directors and senior management confirmed the compliance to the code of conduct. Declaration on compliance with Code of Conduct is annexed as Annexure X to the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has adopted and complied to the Code of Internal Procedures and Conduct for Regulating, monitoring and reporting of trading by designated persons and their immediate relatives along with Code of Fair Disclosures.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company formed a committee to attend to the complaints and monitor implementation of the above Act. During the financial year ended 31^st March 2025, the company has not received any complaints from employees regarding sexual harassment. The number of complaints filed, disposed of and pending as of the financial year under review is zero (0).

35 VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy in place, framed to deal with instances of fraud and mismanagement, if any in the Company. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company, which can be accessed at https://vimta.com/wD-content/uploads/ Whistle-Blower-Policv.pdf

36 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

A robust internal control mechanism is a prerequisite to ensure that an organisation functions ethically, complies with all legal and regulatory requirements and observes the generally accepted principles of good governance.

Your Company has adequate internal control systems for business processes, efficiency in its operations, and compliance with all the applicable laws and regulations. Regular internal checks and audits ensure that the responsibilities are being effectively executed. In-depth review of internal controls, accounting procedures and policies of Company is conducted. Your Company has adopted adequate internal controls and audit system commensurate with its size and nature of business. Internal financial control with reference to financial statement is adhered.

Internal audit is carried on a quarterly basis. The Internal Audit report directly to the Audit Committee of the Board, which ensures process independence. The Audit Committee reviews the adequacy and efficacy of the internal controls, as well as the effectiveness of the risk management process across the Company. After reviewing the findings and suggestions, the Audit Committee directs the respective departments through Board to implement the same.

37 CASH FLOW STATEMENT

In due compliance of the Listing Regulations and in accordance with the requirements prescribed by SEBI, the cash flow statement prepared and is appended to this Annual Report.

38 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has adequate internal financial controls with reference to the financial statements in place and the same were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees,

25

including the Audit Committee, the Board believes that the Companys internal financial controls with reference to the financial statements were adequate and effective during the year ended 31^st March 2025.

39 PROCEEDINGS UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year, the company has not made any applications under the Insolvency and Bankruptcy Code, 2016, nor any proceeding is pending under the said code.

40 BORROWINGS

During the year under review, the company has not approached its Bankers/Financial Institutions for one time settlement in respect of its borrowings. Accordingly, no valuation was done during the year under review.

41 BUSINESS TRANSFER AGREEMENT

During the year under review, your company has entered into Business Transfer Agreement ("BTA") on 30^th August 2024 with Thyrocare Technologies Limited ("Thyrocare") for transferring and selling diagnostic and pathological services business as a going concern basis. The said transaction was completed on 11^th October 2024 and the Company cease to render diagnostic and pathological services w.e.f., 11^th October 2024.

42 MATERIAL CHANGES

No material changes have occurred subsequent to the end of the financial year of the Company to which the financial statements relate and till the date of the report, that have an impact on the financial position of the Company.

43 PARTICULARS OF SIGNIFICANT/MATERIAL ORDERS PASSED, IF ANY

During the year under review, there were no significant and material orders passed by any Regulator or Court or Tribunals which would impact the going concern status of the Companys operations in future.

44 GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Members who have not yet registered their email addresses are requested to register the same with their Depositories in case the shares are held by them in electronic form and with Companys Registrars and Transfer Agents, CIL Securities Limited, in case the shares are held by them in physical form.

45 ACKNOWLEDGEMENTS

The Directors record their deep appreciation for the contributions made by the employees at all levels, for their sincerity, hard work, solidarity, and dedicated support to the Company during the year. The Directors also wish to place on record their gratitude to shareholders, customers, vendors, consultants, bankers, and all other stakeholders for their continued support to the Company.

Date: 28th April 2025	For and on behalf of the Board Dr. Sivalinga Prasad Vasireddi
Place: Hyderabad	Executive Chairman
	(DIN:00242288)