Sandu Pharmaceuticals Ltd Management Discussions

: Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Directors wish to report as follows: i. Industry Structure & Development:

e Ayurvedic medicines industry has remained a highly fragmented industry with many cottage industry players. A large part of the medicine manufacture process has been passed on through traditions. e propagation of the industry has been without any significant governmental support for a long time.

e economic policies of the Government and political situation in the country are quite favorable to the present business of your Company. e launch of the National Ayush Mission in the current year can be expected to boost awareness and usage of Ayurvedic medicines in the country.

As one of the first companies to have instituted scientific methods to establish large scale manufacturing practices, Sandu Pharmaceuticals is well poised to take advantage of these developments. ere is also a gradual shi_ towards Ayurveda and more and more people are opting for Ayurvedic medicines. is is expected to benefit your Company in the long run.

ii. Opportunities and reats:

ere are opportunities in the Ayurvedic Industry to develop new products through proper research and development and there is no doubt that the industry will thrive. At Sandu Pharmaceuticals Limited, we have been at the forefront of establishing scientific product development, resulting in superior product quality and e_cacy.

Your Company also has good opportunities in the export markets. Your Company has been making concerted efforts to reach out to the export markets through active participation in Exports Industry Trade Shows. e results of these efforts are now beginning to bear fruit, and we expect more success in the coming years.

e industry continues to be plagued by low quality, unorganized players who continue to sell their medicines without quality standards. e lack of minimum quality standards has affected the perception of Ayurveda as a viable healthcare product.

Another challenge is the continuous increase in the raw material input costs which increases the pressure on the profitability of your Company. As a result, we are forced to increase price of our products although the price increases are not as high as the cost increases, resulting in greater pressures for process efficiency on your Company.

iii. Segment wise performance:

Segment wise analysis of performance is not applicable to your Company under Accounting Standards 17 because there is only one segment i.e. Pharmaceutical. iv. Outlook:

e outlook for the industry and consequently for your Company during the current financial year is reasonably good subject however to the effects of government policies, inflationary pressure and general global slowdown which is bound to affect your company.

v. GST (Goods and Service Tax)

e Government of India introduced a new law Goods and Service Tax, thereby repealing Central Excise Law & also the Sales Tax and all other Indirect Tax Laws. In this long run the company expects a favorable response from the trade but, in the immediate short run a lot of apprehension are is exposed by various channel partners.

e Company expects that the input credits which it was not getting in the earlier Central Excise Law and also various set offs in the Sales Tax and Central Sales Tax will be available thereby this will be a cash flow reduction and will helps the company in the long run.

vi. Bio-Diversity Act

e Central Government has promulgated a Bio Diversity vested all the State Bio-Diversity Boards with the Task of collecting the access benefits sharing from the Companys which are buying their natural resources from the forest or forest producers. e Company feels that this is an Act whereby unnecessary tax is being levied on the Companys and the guise of access benefit sharing (ABS). e industry with their Association is in the process of protecting the interest of Member Companies to represent before the Government and even take appropriate steps to file proceedings before higher judiciary.

vii. Risk and concerns:

Domestic and international market conditions would be the only risk which may be faced by your Company apart from input costs which are causing adverse impact on your Companys profitability. Other risks and concerns related to finance, production, stocks, insurance etc. are being managed adequately and efficiently by your Company.

viii. Internal Control Systems and their adequacy:

Your Company has put effective internal control systems into operation and has an adequate Internal Audit mechanism to monitor and review the same under the overall control and supervision of the Internal Auditor and the Audit Committee of the Independent Directors. Continuous improvements as suggested by our Internal Auditors are being implemented. ix. Discussion of Financial performance with respect to operational Performance:

e financial performance with respect to the operational performance during the year under review was satisfactory. Your Company was successful in maintaining the profit level only because of the higher volumes and higher sales realization in spite of increased raw material prices. x. Material Development in Human Resource / Industrial Relations:

Your Company is constantly endeavoring to introduce Human Resource Development activities for the overall improvement of its team and the induction of professional manpower. Your Company has good industrial relations. Your Company has continued to maintain good relationships with all employees at all levels which also resulted in achieving higher production and sales xi. Material Financial and Commercial Transaction:

ere are no material significant financial and commercial transactions with related parties viz. Promoters, Directors or the Management, their companies / firms or relatives conflicting with the interest of your Company. e promoters and the Directors are not dealing in the shares of your Company.

xii Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore including)

Debtors turnover	Current Year 13.76 as compared to Previous Year 13.96
Inventory turnover	Current year 2.56 as well to Previous year 2.43
Interest Coverage Ratio	NIL
Current Ratio	Current Year 2.43 as compared to Previous Year 2.18
Debt Equity Ratio	NIL
Operating Profit Margin	Current Year 6.09% as compared to Previous Year 5.18%
Net Profit Ratio Margin(%) or sector specific equivalent ratios as applicable	Current year as 2.53% compared to Previous year 2.31%

xiii Return on Net Worth CY 5.01% as compared to LY 4.63% as Net Profit after Tax for the FY 2025-26 have increased due to increase in Sales & reduction of Expenses as compared to FY 2024-25, as compared to marginal increase in Net Worth for the FY 2025-26 as compared to FY 2024-25.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED

31 ST MARCH, 2026

[Pursuant to section 204(1) of the Companies Act, 2013And Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Issued Under ICSI UDIN:A034739H001000220 e Members, Sandu Pharmaceuticals Limited, Pilerne industrial Estate, Marra, Bardez, Goa – 403511.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sandu Pharmaceuticals Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2026 (hereinafter referred as to the "Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereina_er: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2026 according to the applicable provisions of: (i) e Companies Act, 2013 (‘the Act) and the rules made thereunder; (ii) e Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) e Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings – Provisions not applicable to the Company as there was no reportable event during the Audit Period;

(v) e following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): (a) e Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) e Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) e Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 Provisions not applicable to the Company as there was no reportable event during the Audit Period;

(d) e Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021; Provisions not applicable to the Company as there was no reportable event during the Audit Period;

(e) e Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021:

Provisions not applicable to the Company as there was no reportable event during the Audit Period;

(f) e Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client –

Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the Audit Period;

(g) e Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (with effect from 10th June, 2021) –

Provisions not applicable to the Company as there was no reportable event during the Audit Period;

(h) e Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 – Provisions not applicable to the Company as there was no reportable event during the Audit Period; and

(i) e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(vi) e following Laws and Regulations applicable specifically to the Company (as per the representations made by the Company) Viz.,

• Drugs and Cosmetics Act, 1940

• Drugs (Prices Control Order 2013)

• e Narcotic Drugs and Psychotropic Substances Act, 1985 and the rules made thereunder;

• Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954

• Food Safety and Standards Act, 2006 and the rules made thereunder.

• e Medicinal and Toilet Preparations (Excise Duties) Act, 1955 Other Laws covered in the Scope of Audit

• Biological Diversity Act, 2002

• e Indian Copyright Act, 1957

• e Environment (Protection) Act, 1986;

• e Water (Prevention and Control of Pollution) Act, 1974;

• e Air (Prevention and Control of Pollution) Act, 1981;

• e Electricity Act, 2003;

• e Legal Metrology Act, 2009 and Rules made thereunder;

• Indian Boilers Act 1923

• Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act 2013

• Employees Pension Provident Fund and Miscellaneous Provisions Act 1952

• Employees State Insurance Act 1948

• Factories Act_1948

• Labour Relations Act 2002

• e Apprentices Act 1961

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by e Institute of Company Secretaries of India with respect to Board and General Meetings.

• e Listing Agreements entered into by the Company with BSE Limited

During the Audit period, based on our inspection and as per the explanations and clarifications given to us and the representations made by the Management, the listed entity has generally complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder except in respect of matters specified below:

• Compliance under Section 203 of the Act: e Company has a full time Company secretary and a Chief Financial Officer duly appointed as required under the Act.

e Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. ere were no changes in the composition of the Board of Directors during the Audit period. Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be. We further report that as per the explanations given to us and the representations made by the Management and relied upon by us, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	For Swapnil J Dixit & Associates,
	Company Secretaries
	ICSI Unique Code No: S2017GO544800
	CS Swapnil Jayant Dixit
	Proprietor
	M. No. A 34739 / C. P. No. 12942
	ICSI Peer Review Cert. No.: 1499/2021
Place: Bicholim - Goa
Date: 18thDay of July, 2026
Issued Under ICSI UDIN: A034739H001000220