Sandu Pharmaceuticals Ltd Directors Report

TO THE MEMBERS,

e Directors have pleasure in presenting before you the Forty One Annual Report of SANDU PHARMACEUTICALS LIMITED together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2026.

e Board records with profound grief the untimely demise of Late Shri Umesh Sandu, Managing Director of the Company, on 19th June, 2026.

Late Shri Umesh Sandu was associated with the Company for several decades and made an immense contribution towards its growth and development. e Board places on record its sincere appreciation for his invaluable leadership, guidance and dedicated services rendered to the Company.

Consequent to his demise, he ceased to hold office as Managing Director, Director and Key Managerial Personnel of the Company with effect from 19th June, 2026.

e Board extends its heartfelt condolences to the bereaved family and prays for the eternal peace of the departed soul.

FINANCIAL RESULTS:-

Your Company Sandu Pharmaceuticals Limited is engaged in Manufacturing of Ayurvedic Products that promotes healing, prevention and longevity by harnessing the power of Ayurved.

e Companys financial performance, for the year ended March 31, 2026 is summarized below:

(Rs. in Lakhs)

	Standalone
Particulars	2025-26	2024-25
Revenue from Operations (Gross)	6993.45	6719.24
Other Income	44.44	16.75
Total Income	7037.89	6735.99
Total Expenses	6772.34	6520.41
Profit/(loss) before exceptional items and tax	265.56	215.57
Exceptional Items / Prior Period Adjustment	0.00	0.00
Profit/Loss Before Tax	265.56	215.57
Tax Expenses
Current Tax	66.64	58.86
Deferred Tax	10.41	1.83
Short/(excess) tax provision	11.89	0.00
Total Tax Expenses	88.94	60.69
Profit/(Loss) for the Period	176.62	154.89
Total Other Comprehensive Income (Net of Tax)	66.34	64.58
Total Comprehensive Income for the period (Net of Tax)	242.96	219.47
Earnings per equity shares
Basic	1.83	1.60
Diluted	1.83	1.60

REVIEW OF OPERATIONS (Rs. in Lakhs) Standalone (Rs. in Lakhs)

In the financial year 2025-26 the company achieved an Income from operations of Rs 6993.45 as compared to Rs. 6719.24 - in the previous year.

Profit before tax was 265.56 for the year ending 31st March, 2026 as compared to Profit of 215.57 in the previous year.

Profit after tax was Rs 176.61 for the year ended 31st March, 2026 as compared to a Profit of Rs 154.89 in the previous year.

MATERIAL CHANGES AND COMMITMENTS

ere were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors Report.

DETAILS OF SUBSIDIARY,JOINT VENTURE OR ASSOCIATE COMPANIES

As on 31st March 2026, your Company doesnt have any Subsidiary, Joint Venture or Associate Company In accordance with the provisions of Regulation 16(1)(C) of the Listing Regulations pertaining to the threshold for determining Material Subsidiary of the Company, there was no Material Subsidiary of the Company during the financial year.

DECLARATION AND PAYMENT OF DIVIDEND

e Company has a track record of rewarding its shareholders. An Final dividend of Rs. 1.00 rupee per equity share (10%) for the FY 2025-26 recommended by Board of Directors subject to approval of Shareholders. is recommendation is a reflection of the Companys improved financial performance and its commitment to enhancing shareholder value.

SHARE CAPITAL:

As on 31st March 2026, the authorized, issued, subscribed and paid-up Share Capital is as follows:

Authorized Capital	Rs 10,00,00,000 (Ten Crore Only)
Issued, Subscribed	Rs 9,66,09,900 (Nine Crore Sixty
and Paid-up Share	Six Lakhs Nine ousand and
Capital	Nine Hundred Only)

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, no applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 for the Financial Year 2025-26.

RISK MANAGEMENT:

e Board has laid down a clear Risk Management Policy to identify potential business risks and install effective mitigation processes to protect Companys assets and business Risks. Risk Management Policy and the details of this policy are available on the website of the Company under the web link https://sandu.in/image/catalog/ info-pages/Announcement/policies/Risk-Management-Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

e Company has adequate Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. e Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on an ongoing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Whistle Blower. is Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby afirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Whistleblower Policy approved and adopted by the Board of Directors which can be accessed in our website https://sandu.in/image/catalog/info-pages/ Announcement/policies/Whistle-Blower-Policy.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL:-(a) Key Managerial Personnel.

During the year under review, Late Shri Umesh Sandu served as the Managing Director of the Company until his untimely demise on 19th June, 2026, consequent to which he ceased to be the Managing Director, Director and Key Managerial Personnel of the Company with effect from the said date.

e Board places on record its profound grief and heartfelt appreciation for the invaluable leadership, vision and dedicated services rendered by Late Shri Umesh Sandu during his long association with the Company.

Accordingly, the Key Managerial Personnel of the Company during the year under review were as under:

• Late Shri Umesh Sandu – Managing Director (ceased with effect from 19th June, 2026, due to demise)

• Shri Vijay Kajarekar – Chief Financial Officer

• Smt. Pratika Mhambray – Company Secretary Except for the cessation of Late Shri Umesh Sandu as Managing Director and Key Managerial Personnel on account of his demise, there were no other changes in the Key Managerial Personnel of the Company during the year under review. Pursuant to the demise of Shri Umesh B. Sandu, Chairman & Managing Director, on 19 June 2026,

Mr. Balram Viswanathan was appointed as Chairman & Managing Director of the Company with effect from 11 July 2026. e appointment was approved by the Board of Directors and subsequently approved by the shareholders in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Appointment and Reappointment of Directors

In accordance with the provision of the Act and Articles of Association of the Company, Smt Jayshree Sandu (DIN:07480177) Non Executive Non Independent Director of the Company retires by rotation and being eligible offers herself for reappointment .A resolution seeking members approval for her reappointment forms part of the Notice Smt Jayshree Sandu (DIN:07480177) Non Executive Non Independent Director retires by rotation and, being eligible offer herself for Reappointment for shareholders approval.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

BasedontherecommendationoftheNominationand Remuneration Committee, the Board of Directors, at its meeting held on 11 July 2026, appointed

Smt Dr Neeti Madan Kapre as an Additional Director (Non-Executive, Independent) of the Company, subject to the approval of the shareholders. e Company has received the requisite consent to act as a Director, declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration confirming that she is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other authority, and confirmation regarding her inclusion in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, wherever applicable.

In the opinion of the Board, Smt Dr Neeti Madan Kapre possesses the requisite integrity, expertise, experience and pro_ciency required to discharge the duties and responsibilities of an Independent Director. e Board is of the view that her appointment will further strengthen the Boards composition and contribute significantly to the Companys governance framework.

e Members approved her appointment as a Non-Executive Independent Director of the Company for a term of five consecutive years with effect from 11 July 2026, not liable to retire by rotation, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ?Declaration by Independent Director Pursuant to sub section (7) of Section 149 of the Companies Act 2013 read with rules made thereunder and Regulation ) of SEBI(Listing Obligations and Disclosure Requirement Regulation , all the Independent Directors of the Company have given the declaration that they meet criteria of Independence as laid down in subsection (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

e Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act, along with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During FY 2025-26 there has been no change in the circumstances affecting their status as Independent Directors of the Bank. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, skills, and pro_ciency required under all applicable laws and the policies of the Bank.

Independent Directors have complied with the code for Independent Directors prescribed in schedule IV to the Companies Act 2013. e Independent Directors of the Company have been registered and are members of Independent Directors Database maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rule 2014. ey are also in compliance with the requirement of Online Pro_ciency self Assessment Test.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. e manner in which the evaluation has been carried out has been given in the Corporate Governance Report. e Weblink of familiarization Programme undertaken for Independent Director is also available https://sandu.in/wp-content/ uploads/2024/03/Familarisation-programme-for-Independent-Director.pdf e Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. e criteria for Board Evaluation include inter alia, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the Management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members and motivating and providing guidance to the Managing Director/Executive Director. All Directors responded through structured questionnaire giving feedback about the performance of the Board, it committee, individual Directors and the Chairman & Managing Director.

Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

NOMINATION AND REMUNERATION POLICY

e policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matter, as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on our website https://sandu.in/wp-content/ uploads/2025/03/Nomination-and-Remuneration-Policy-13.02.2025.pdf . ere has been no change in the policy since the last fiscal year. We afirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

MEETINGS

During the year 05 (Five) Board Meetings and 04 (Four) Audit Committee Meetings were convened and held. e details of which are given in the Corporate Governance Report. e intervening gap between the Meetings was within the period prescribed under the Companies Act 2013.

AUDIT COMMITTEE

e details of the Composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. e SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all Listed companies. All our Corporate Governance policies are available on our website www.sandu.in. e policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web link
Whistleblower Policy	e Company has adopted the whistleblower mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected frauds, or violation of the Companys code of conduct and ethics. ere has been no change to the Whistleblower Policy adopted by the Company during the fiscal 2016	https://s andu.in/image/ c a t a l o g / i n f o - p a g e s / Announcement/policies/ Whistle-Blower-Policy.pdf
Nomination and Remuneration Policy	ispolicyformulatesthecriteriafordeterminingqualifications, competencies, positive attributes and independence for the appointment of a Director (Executive/Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees.	https://sandu.in/wp- content/uploads/2025/03/ Nomination-and- Remuneration- Policy-13.02.2025.pdf
Related Party Transaction Policy	e policy regulates all transactions between the Company and its related parties	h t t p s : / / s a n d u . i n / w p - content/uploads/2025/04/ policy-on-materiality-and- dealing-with-Related-Party- Transaction-13.02.2025-1.pdf
Insider Trading Policy	e Policy provides framework in dealing with securities of the Company	https://sandu.in/wp-content/ uploads/2024/12/Code-of- Conduct-for-Insider-Trading- with-Forms-revised_.pdf
Policy for determining Materiality of event or Information	is Policy for Determination of Materiality of Events or Information is aimed at providing guidelines to the Management of Sandu Pharmaceuticals Limited, to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s) (as hereinafter defined).	https://sandu.in/wp-content/ uploads/2023/08/POLICY- O N - D I S C L O S U R E - O F - M A T E R I A L - E V E N T S - INFORMATION.pdf
Archival Policy	e Policy deals archival of corporate records of Sandu Pharmaceuticals Limited	https://s andu.in/image/ c a t a l o g / i n f o - p a g e s / Announcement/policies/ Archival_Policy.pdf
Board Diversity Policy	is policy aims to set out the approach to achieve diversity on the Board of Directors ("Board") of Sandu Pharmaceuticals Limited	https://s andu.in/image/ c a t a l o g / i n f o - p a g e s / Announcement/policies/ Policy-on-Board-Diversity.pdf
Risk Management Policy	e Risk management policy of Sandu Pharmaceuticals Limited will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.	https://s andu.in/image/ c a t a l o g / i n f o - p a g e s / Announcement/policies/Risk- Management-Policy.pdf
Material Subsidiary Policy	e Policy for determining ‘Material Subsidiaries (hereina_er referred as "the/this Policy") has been framed in accordance with the requirements of the Regulation 16 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations").	https://sandu.in/wp-content/ uploads/2023/07/POLICY- F O R - D E T E R M I N I N G - MATERIAL-SUBSIDIARIES. pdf

DIRECTORS RESPONSIBILITY STATEMENT:-

In accordance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act 2013, your Directors confirm that: a) In the preparation of annual accounts, for the year ended 31st March 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2026 and of the profit of the Company for the year ended on that date. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) e annual accounts have been prepared on a ‘Going Concern Basis. e) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT_ON DECLARATION FROM INDEPENDENT DIRECTORS:

e Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

e Company complies with the provisions of the Maternity Benefit Act, 1961, and provides maternity benefits to eligible women employees. Adequate facilities and support are provided in line with statutory requirements.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance with corporate governance requirements provided in the aforesaid Regulations are provided in Annexure B forming part of this Board Report.

THE AMOUNT IF ANY WHICH IT PROPOSES TO CARRY TO ANY RESERVE

e Company has not transferred any amount to Reserve and hence it is NIL.

IT SECURITY BREACH & SAFETY:

e Company has implemented comprehensive IT security programs supported by advanced technology and trained manpower to safeguard its employees and assets, at its offices and plant, from IT Security breaches/ cyber-attacks. During the financial year under review, no major security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to changing security scenario. e Company has implemented adequate IT security measures and processes to protect its projects, personnel, information and assets

RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Act and Regulation 23 of the SEBI Listing Regulations, each as amended, during the year under review were on an arms length price basis and in the ordinary course of business. ese have been approved by the Audit Committee. Certain transactions repetitive in nature were approved through an omnibus route by the Audit Committee. e Audit Committee takes into consideration the management representation whilst scrutinizing and approving all related party transactions, from the perspective of fulfilling the criteria of meeting arms length pricing and being transacted in the ordinary course of business e Related Party Contracts entered into between Related Parties, does not fall under the ambit of Section 188(1) of the Act.

Details of transactions with related parties, as specified in Indian Accounting Standards (IND AS 24), have been reported in the Financial Statements. During the year under review, there was no transaction of a material nature with any of the related parties, which conflicted with the interests of the Company All the Related Party Transactions entered during the financial year were at arms length and in the ordinary course of business. In compliance with the provisions of the Companies Act 2013 and Regulation 23(2) of the SEBI Regulation 2015, all Related Party Transactions had been placed before the Audit Committee for prior approval. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to Related Parties are given in Form AOC-2 as Annexure I of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

ere were no significant material orders passed by the Regulators/Courts which could impact the going concern status of the Company and its future operations.

MATERIAL DEVELOPMENT

ere were no material developments / changes / commitments affecting the financial position of the Company which occurred after March 31, 2026 till the date of this Report.

AUDITORS

STATUTORY AUDITORS

M/s Dileep and Prithvi, are the Statutory Auditor of the Company was reappointed for the 02nd Term of 5 years i.e for the Financial Year 2021-2026 as recommended by Members of Audit Committee /Board of Directors and subsequently approved by the Members at the 36th Annual General Meeting.

Pursuant to the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Dave & Dave, Chartered Accountants (Firm Registration No. 102163W and Peer Review Certificate No 020259), as the Statutory Auditors of the Company, in place of M/s Dileep and Prithvi, Chartered Accountants, to hold office for a term of 05 consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Company, subject to the approval of the shareholders. e Company has received consent and eligibility certificate from the proposed auditors confirming that their appointment, if made, shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and applicable Rules framed thereunder.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the LODR Regulations, upon the recommendation of the Audit Committee, the Board of Directors approved and recommended for shareholders approval the appointment of Shri. Swapnil Dixit, Company Secretary in Practice (ACS No:A34739 Certificate of Practice No. 12942) for a term of 5 (five) years beginning from FY 2025-26, to carry out the Secretarial Audit of the Company.

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri. Swapnil Dixit, Company Secretary in practice to undertake the Secretarial Audit of the Company for the Financial Year 2025-26.

e Secretarial Audit report for the financial year 2025- 26 is annexed herewith as "ANNEXURE B".

COST AUDITOR

e Board of Directors has approved the appointment of M/s Shekhar Joshi & Co (membership No:100448 ) Cost Accountants as Cost Auditors for the Financial Year ending March 31, 2026.

In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules 2014, Company is required to maintain Cost Records and accordingly such accounts and records are to be maintained by the Company. Further since the remuneration payable to the Cost Auditors is required to be rati_ed by the Shareholders, the Board recommends the same for approval by members at the ensuing Annual General Meeting.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(POSH)/INTERNAL COMPLAINTS COMMITTEE

e Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

Sr No	Particulars	2025-26	2024-25
1	Number of sexual harassment complaints received	0	0
2	Number of complaints disposed of	0	0
3	Number of cases pending for more than 90 days	0	0
4	Number of cases pending for more than 90 days	0	0

DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• Management Discussion and Analysis is annexed as

"ANNEXURE A" to the report

• Secretarial Audit Report as "ANNEXURE B".

• As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges, a separate section on the Corporate Governance is annexed as "Annexure C"

• Auditors Certificate on Corporate Governance

"Annexure D"

• Certificate from Chief Financial Officer under Regulation 17(8) of SEBI (LODR) Regulation

"Annexure E",

• Declaration from Managing Director "Annexure F"

• Certificate of Non-Disqualification of Director

"Annexure G"

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. A) CONSERVATION OF ENERGY: a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. b) No specific investment has been made in reduction in energy consumption. c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately. d) e required data with regard to conservation of energy as applicable to our company is furnished below:

Particulars	For the year ended 31.03.2026	For the year ended 31.03.2025
1.ELECTRICITY	310094
Purchased (units)		307694
Total Amount Rs	29,26,806	2754243
Rate/Units in Rs	9.44	8.95
FUEL CONSUMED
Quantity-
LSHS (kg)	70340	65794
Diesel (Ltr)	2400	2400
Total amount-
LSHS(kg)	41,79,478	3706257
Diesel (Ltr)	2,11,704	212206
Rate per Ltr-
LSHS	59.41	56.331
Diesel	88.21	88.42

B) TECHNOLOGY ABSORPTION:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. erefore no technology absorption is required. e Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there was no foreign exchange earnings or out flow.

COMPLIANCE WITH SECRETARIAL STANDARDS

e Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company

Secretaries of India.

EXTRACT OF ANNUAL RETURN

e annual return of the company as on 31st March 2026, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the companys website: www.sandu.in As provided under section 92 (3) of the Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure H" which forms part of this report and is also available on the Companies Website at www.sandu. in.

As per the requirement of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management & Administrative) Rule, 2014. e Annual Return in the prescribed form is available on the Companies Site www. sandu.in

STATEMENTOFPARTICULARSOFAPPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

e information required under section 197 of the Act read with Rule 5 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is annexed as "Annexure – H" to this report.

FIXED DEPOSITS:-

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 during the financial year 2025-26.

However, the company has accepted loans from directors/ relatives of directors during the financial year, as mentioned below: (Amount in INR)

Name of Director	Loan taken during the year	Loan remaining at the end of the year
-NA-	-NA-	-NA-

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

e Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. e details of the Investments made by the Company are given in the notes to the financial statements.

PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTY

e Board places the highest emphasis on sound governance practices and on sustaining stakeholder confidence and trust. In line with this commitment and to keep adequate oversight over transactions that may involve potential conflicts of interest, the Company has a well defined Related Party Transactions Policy (the "Policy") and guidelines, and the Audit Committee reviews and monitors the Related Party Transactions on a quarterly basis. During the year under review, the Policy was reviewed by the Audit Committee.

All Related Party Transactions entered into during FY2025-26 were in the ordinary course of business and at arms length. e Audit Committee has reviewed the related party transactions for FY2025-26 and also approved the estimated related party transactions for FY2026-27, as required under the law. ere were no Related Party Transactions that have any conflict of interest.

Details of contracts/ arrangements/ transactions with related parties, as required to be disclosed in Form No. AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, are uploaded on the Companys website at www.sandu.in

DEPOSITORY SYSTEM:

As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2026, 91.89% of the Companys total paid up capital representing 88,76,040 shares are in dematerialized form. Pursuant to the amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities in physical form shall not be processed by the Company. In case of requests for transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, issuances of securities under consolidation of securities certificates/ folios, will be processed only in demat form except for the transfer of securities which were purchased/sold prior to April 1, 2019, whether rejected/returned due to de_ciency in the documents or not, such transfer can be relodged with requisite documents during the special window provided by SEBI vide their circular no. HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated January 30, 2026, from February 5, 2026 till February 4, 2027.

In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical form are advised to avail the facility of dematerialization from either of the

Depositories

DESIGNATED PERSON FOR FURNISHING INFORMATION AND EXTENDING COOPERATION TO REGISTRAR OF COMPANIES (ROC) IN RESPECT OF BENEFICIAL INTEREST IN SHARES OF THE COMPANY:

e Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Companys shares

DISCLOSURE ON ONE-TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

CODE OF CONDUCT:

e Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. e Code of Conduct for Directors https://sandu.in/image/catalog/info-pages/ Announcement/policies/Code-of-Conduct-for-Directors.pdf and for Senior Management https://sandu. in/image/catalog/info-pages/Announcement/policies/ Code-of-Conduct-for-Senior-Management.pdf. has been posted on companies Website.

e Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the designated employees and personnel have confirmed compliance with the Code. e Declaration signed by the Managing Director pursuant to Regulation 26(3) read with Schedule V (Part D) of the SEBI (LODR) Regulation 2015 is published in this report.

PREVENTION OF INSIDER TRADING:

e Company has adopted a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and Designated employees of the Company. e Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. e Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code. Code of Conduct for Prohibition of Insider Trading is available on website of the Company under the web link https://sandu.in/wp-content/uploads/2024/12/Code-of-Conduct-for-Insider- Trading-with-Forms-revised_.pdf.

PARTICULARS OF EMPLOYEES:

e information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

e Statutory Auditors Report and the Secretarial Audit Report for the financial year ended March 31, 2026 do not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment by the Board is required in terms of Section 134(3)(f) of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

Pursuant to Section 143(12) of the Act and circular issued by National Financial Reporting Authority on Statutory Auditors Responsibilities in relation to fraud in a company dated June 26, 2023, there were No instances of fraud committed during FY 2025-26, by the employees of the Company.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of Board of Directors
of Sandu Pharmaceuticals Limited
Sd/-	Sd/-
Shri Balram Viswanathan	Shri Shashank B Sandu
DIN: 10245195	DIN:00678098
Chairman &	Director
Managing Director
Dated:11/08/2026
Place: Mumbai