Sotac Pharmaceuticals Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 10^th Annual report on the business and operations of the Company ("the Company"), along with the Standalone & Consolidated Audited Financial Statements, for the Financial Year ended on March 31, 2025 ("FY 2024-25/ FY25").

FINANCIAL HIGHLIGHTS

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

Key highlights of standalone & consolidated financial performance for the year ended March 31, 2025, are summarized as under:

(Rs. in Lakh)

Particulars	Standalone-Year Ended		Consolidated-Year Ended
	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue From Operations	6238.42	6,710.50	9,698.65	10,383.05
Other Income	237.50	131.87	389.68	48.62
Total Income	6475.92	6,842.37	10,088.33	10,431.67
Earnings before interest, tax, depreciation and amortization (EBITDA)	1005.56	1151.34	1753.47	900.16
Less: Depreciation	247.40	251.11	383.52	310.05
Less: Finance Cost	116.71	101.34	257.95	170.34
Profit Before Prior Period Items and Tax	641.45	798.89	1112.00	419.77
Prior Period Items	(0.04)	(23.38)	(0.04)	(23.38)
Tax Expense: Less: Current Tax	171.47	212.64	171.85	212.64
Less: Deferred tax Liability (Asset)	(7.23)	(8.22)	12.58	(170.39)
Less: Income Tax Prior period	-	(3 .79)	-	(3.79)
Profit After Tax	477.17	574.88	927.53	357.93
Earnings Per Share (Basic & Diluted)	4.32	5.24	7.26	3.90

BUSINESS OVERVIEW AND FINANCIAL PERFORMANCE

Financial Performance on Standalone Basis

The total income of your Company for the year ended March 31, 2025 was Rs.6475.92 Lakh as compared to total income of Rs. Lakh for the previous year ended March 31, 2024. The Total Income of the company was decreased by 5.36 % over previous financial year.

During the Financial year 2024-25, the Revenue from Operation stood at Rs. 6238.42 Lakh as compared to Rs. 6710.50 Lakh in previous year, reflecting a decreased of 7.03 %

During the year under review, Company earned a Net Profit after Tax of Rs. 477.17 Lakh as compared to Rs. 574.88 Lakh in the previous financial year, reflecting a decline of around 17%. The decline in profitability was primarily due to a reduction in revenue from operations.

Financial Performance on Consolidate Basis:

The Consolidated Financial Statements presented by your Company include the financial Statements of following Subsidiary Companies:

(a) Sotac Healthcare Private limited;

(b) Sotac Research Private limited;

(c) Sotac Lifesciences Private limited

Consolidated Financial Statements

The Consolidated financial statements of your Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards ("AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

During the year under review, The Consolidated Revenue from Operation of your Company was Rs. 9698.65 Lakh as against Rs. 10383.05 Lakh in the previous financial year.

The Consolidated Total Income stood at Rs. 10,088.33 Lakh as compared to Rs. 10,431.67 Lakh in the previous year, registering a decline of 3.29%.

The Company has earned a Consolidated Net Profit after Tax of Rs. 927.53 Lakh for the year ended March 31, 2025 as compared to Rs. 357.93 Lakhs in the previous financial year. The profit of the Company significantly increased about 159.14% as compared to previous financial year. The Increased in net profit is due to increase in revenue from operations.

DIVIDEND AND RESERVES Transfer to General Reserve

During the year, your Company has not transferred any amount to General reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Dividend

The Board of Directors ("Board"), after considering the relevant circumstances, your company has recommended the final dividend of Rs. 0.10/- (Rupees Ten paisa only) per Equity share having face value of Rs.10/- per equity share (i.e. 1 % of face value) for the financial year ended on March 31, 2025. The dividend is subject to the approval of members at the ensuing 10^th Annual General Meeting.

Pursuant to Finance Act, 2020, Dividend Income is taxable in the hands of the Shareholders w.e.f. April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

Investor Education and Protection Fund (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend. Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund ("IEPF") set up by the Government of India.

CHANGE IN NATURE OF BUSINESS

During the year under review, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

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SHARE CAPITAL Authorized Share Capital

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company as on March 31, 2025, is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh Only) divided into 11500000 (One Crore Fifteen Lakh) Equity Shares of Rs.10.00/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-Up Share Capital

During the year under review, there was no change in the Issued, Subscribed & Paid-Up Share Capital of your Company.

The Issued, Subscribed & Paid-up Share Capital of your Company as on March 31, 2025, is Rs. 11,05,00,000/- (Rupees Eleven Crore Five Lakh Only) divided into 1,10,50,000 (One Crore Ten Lakh Fifty Thousand) Equity Shares of Rs.10.00/- (Rupees Ten Only) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum	Date of Original	Date of	Total Director	No. of Committee1		No. of Shares
	Designation	Appointment	Appointment at current Term & designation	Ships in other co.2	in which Director is Members	in which Director is Chairman	held as on March 31, 2025
Mr. Sharadkumar Dashrathbhai Patel	Chairman & Managing Director	18/12/2015	12/12/2022	4	1	-	14,31,500
Mr. Dineshkumar Babulal Gelot	Whole time Director	18/12/2015	12/12/2022	2	-	-	14,31,500
Mr. Vishalkumar Patel	Executive Director	18/12/2015	18/12/2015	2	-	-	14,31,500
Mr. Chetankumar Bachubhai Patel	Executive Director	18/12/2015	18/12/2015	2	-	-	10,69,250
Ms. Nidhiben Patel*	Non-Executive Independent Director	12/12/2022	19/12/2022	-	-	-	-
Ms. Hetal Umangbhai Shah*	Non-Executive Independent Director	12/12/2022	19/12/2022
Ms. Heena Viral Patel **	Non-Executive Independent Director	12/12/2022	19/12/2022	-	-	-	-
Mr. Bhavinkumar Prafulbhai Joshi***	Non-Executive Independent Director	28/08/2024	27/09/2024	-	2	2	-
Mr. Ketankumar Arvindbhai Modi***	Non-Executive Independent Director	29/08/2024	27/09/2024	-	2	-	-
Ms. Dimpal Dhebarbhai Patel* ** *	Additional Non-Executive Independent Director	24/05/2025	24/05/2025		2

1Committee includes Audit Committee and Shareholders Relationship Committee across all Public Companies including our Company.

2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

*Ms. Nidhiben Patel (DIN: 09820927), and Ms. Hetal Umangbhai Shah (DIN: 09829110) has resigned from the post of Non-Executive Independent Director of the

company w.e.f. August 08, 2024.

** Ms. Heena Viral Patel (DIN: 09829226) has resigned from the post of Non-Executive Independent Director of the company w.e.f. March, 01, 2025 *** The Board appointed Mr. Bhavinkumar Prafulbhai Joshi (DIN: 10236029) and Mr. Ketankumar Arvindbhai Modi (DIN: 10758060) as Additional (Non-Executive Independent) Directors w.e.f. August 28, 2024, and August 29, 2024, respectively. Their appointment for a term of five years was subsequently approved by the shareholders at the 9^th AGM held on September 27, 2024.

**** Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) has been appointed as Additional (Non-Executive Independent) Director of the company w.e.f. May 24, 2025.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulati on 15(2)

of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Information on Directorate

During the year under review, following changes took place in the constitution of the Board of Directors of the Company.

Change in Board Composition

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is furnished below:

a) Cessation:

During the financial year 2024-25;

• Ms. Hetal Umangbhai Shah (DIN: 09829110) tendered her resignation vide letter dated August 8, 2024 from the post of NonExecutive Independent Director of the Company w.e.f. August 8, 2024, due to personal reasons and personal commitment. Further, she informed that there was no other material reason for her resignation.

• Ms. Nidhiben Patel (DIN: 09820927) tendered her resignation vide letter dated August 8, 2024 from the post of Non-Executive Independent Director of the Company w.e.f. August 8, 2024, due to personal reasons and personal commitment. Further, she informed that there was no other material reason for her resignation.

• Ms. Heena Viral Patel (DIN: 09829226) also tendered her resignation vide letter dated February 28, 2025 from the post of NonExecutive Independent Director of the Company w.e.f. March 01, 2025, due to personal reasons and personal commitment. Further, she informed that there was no other material reason for her resignation.

The Board places on record the appreciation for valuable services and guidance provided by the outgoing Director, during their tenure of Directorship.

b) Appointment & Regularization:

• During the financial year 2024-25, Mr. Ketankumar Arvindbhai Modi (DIN:10758060) was appointed as an Additional Director (Non-Executive Independent) w.e.f. August 29, 2024, and his appointment was subsequently approved by the shareholder at 9^th AGM held on September 27, 2024 and regularized as an Independent Director, for a term of 5 years not liable to retire by rotation.

• During the financial year 2024-25, Mr. Bhavinkumar Prafulbhai Joshi (DIN: 10236029) was appointed as an Additional Director (Non-Executive Independent) w.e.f. August 28, 2024, and his appointment was subsequently approved by the shareholder at 9^th AGM held on September 27, 2024 and regularized as an Independent Director, for a term of 5 years not liable to retire by rotation.

• Further, after closure of financial year 2024-25, Ms. Dimpal Dhebarbhai Patel (DIN: 11122579), was appointed as Additional Director (Non-Executive Independent) of the company w.e.f. May 24, 2025 and her appointment as an Independent Director, for a term of five (5) years, is subject to the approval of the shareholders at the ensuing Annual General Meeting.

c) Retirement by rotation and subsequent re-appointment:

Mr. Dineshkumar Babulal Gelot (DIN: 07252132), Whole-time director of the company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Key Managerial Personnel

During the financial year 2024-25, there were no changes in Key Managerial Personnel (KMP) of the Company except Mr. Pankaj Prabhakar Mahabaleshwarkar was appointed as Chief Operating Officer ("COO") of the Company w.e.f. January 28, 2025.

Further, as on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Sharadkumar Dashrathbhai Patel - Chairman & Managing Director of the Company w.e.f. December 12, 2022.

• Mr. Dineshkumar Babulal Gelot - Whole time Director of the Company w.e.f. December 12, 2022.

• Mr. Brijeshkumar Ranchhodbhai Patel - Chief Financial Officer of the Company w.e.f. December 30, 2022.

• Ms. Niyati Dipesh Parikh - Company Secretary & Compliance Officer of the Company w.e.f. August 11, 2023.

• Mr. Pankaj Prabhakar Mahabaleshwarkar - Chief Operating Officer of the Company w.e.f. January 28, 2025.

BOARD MEETING

The Board of your Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of your Company met 13 times as on May 17, 2024; June 12, 2024; August 08, 2024; August 13, 2024; August 28, 2024; September 18, 2024; October 29, 2024; October 30, 2024; January 13, 2025; January 28, 2025; January 31, 2025; March 15, 2025 and March 26, 2025.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment		Date of Cessation	Number of Board Meetings Eligible to attend				Number of Board Meetings attended
Mr. Sharadkumar Dashrathbhai Patel	18/12/2015		-	13				13
Mr. Dineshkumar Babulal Gelot	18/12/2015		-	13				11
Mr. Vishalkumar Patel	18/12/2015		-	13				13
Mr. Chetankumar Bachubhai Patel	18/12/2015		-	13				13
Ms. Nidhiben Patel	19/12/2022		08/08/2024	02				02
Ms. Hetal Umangbhai Shah	19/12/2022		08/08/2024	02				02
Ms. Heena Viral Patel	19/12/2022		01/03/2025	11				11
Mr. Bhavinkumar Prafulbhai Joshi	28/08/2024		-	08				08
Mr. Ketankumar Arvindbhai Modi	29/08/2024	-				08			08

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No.	Type of General Meeting	Date of General Meeting
:1.	Annual General Meeting	September 27, 2024

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR- 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on the date of this report, your Company has Three Non-Promoter Non-Executive Independent Directors in line with the act. Your Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 26, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

CHANGE IN REGISTERED OFFICE

During the year, there was no change in Registered Office of your Company. However, subsequent to the closure of the financial year 2024-25, the Board of Directors, at its meeting held on May 22, 2025, approved the shifting of the Registered Office of the Company from Plot No. PF-21, Nr. Acme Pharma, Opp. Teva Pharma, Sanand GIDC-II, Sanand, Ahmedabad-382110, Gujarat India to Plot No. PF21 & PF-22/A, Charal Industrial Estate, Sanand GIDC-II, Sanand, Ahmedabad- 382110, Gujarat, India.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of Annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee

Your Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the quarterly, half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 5 (Five) times viz on May 17, 2024; August 13, 2024; August 28, 2024; September 18, 2024 and October 29, 2024.

At the commencement of the financial year 2024-25, the Audit Committee comprised the following members:

Name	DIN	Category	Designation
Hetal Umangbhai Shah"	09829110	Non-Executive Independent Director	Chairperson
Heena Viral Patel""	09829226	Non-Executive Independent Director	Member
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member

"Resigned w.e.f August 08, 2024, ""Resigned w.e.f March 01, 2025,

During the year under review, there were certain changes in the composition of the Board, pursuant to which the Audit Committee was also reconstituted from time to time. Ms. Nidhiben Patel and Ms. Hetal Umangbhai Shah resigned from the position of Non-Executive Independent Directors w.e.f. August 08, 2024, due to personal reasons. Thereafter, the Board, at its meeting held on August 28, 2024, appointed Mr. Bhavinkumar Prafulbhai Joshi and Mr. Ketankumar Arvindbhai Modi as Additional (Non-Executive Independent) Directors. Subsequently, Ms. Heena Viral Patel resigned from the position of Non-Executive Independent Director w.e.f. March 01, 2025.

Accordingly, the Audit Committee was reconstituted on August 8, 2024, August 28, 2024 and March 15, 2025.

As on the March 31, 2025, the composition and attendance of the Audit Committee were as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25 Eligible to Attended Attend
Bhavinkumar Prafulbhai Joshi*	10236029	Non-Executive Independent Director	Chairperson	2	2
Ketankumar Arvindbhai Modi*	10758060	Non-Executive Independent Director	Member	2	2
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member	5	5

* Appointed w.e.f. August 28, 2024

Further, after the closure of the financial year, the Board, at its meeting held on May 24, 2025, appointed Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director. Consequently, the Audit Committee was further reconstituted.

After giving effect to the aforesaid changes, the composition of the Audit Committee as on the date of this Report is as under;

Name	DIN	Category	Designation
Bhavinkumar Prafulbhai Joshi	10236029	Non-Executive Independent Director	Chairperson
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member
Dimpal Dhebarbhai Patel#	11122579	Additional (Non-Executive Independent) Director	Member

#Appointed w.e.f. May 24, 2025

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Vigil Mechanism

Your Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by your Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of your Company https://sotacpharma.com/wp-content/uploads/2023/08/Vigil-Mechanisam-Whistle-Blower-Policy.pdf

B. Stakeholders Relationship Committee

Your Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) time viz on May 17, 2024, August 13, 2024, October 29, 2024, January 31, 2025.

At the commencement of the financial year 2024-25, the Stakeholders Relationship Committee comprised the following members:

Name	DIN	Category	Designation
Hetal Umangbhai Shah"	09829110	Non-Executive Independent Director	Chairperson
Heena Viral Patel""	09829226	Non-Executive Independent Director	Member
Nidhiben Pate1"	09820927	Non-Executive Independent Director	Member

" Resigned w.e.f August 08, 2024, "" Resigned w.e.f March 01, 2025,

During the year under review, there were certain changes in the composition of the Board, pursuant to which the Stakeholders Relationship Committee was also reconstituted from time to time. Ms. Nidhiben Patel and Ms. Hetal Umangbhai Shah resigned from the position of Non-Executive Independent Directors w.e.f. August 08, 2024, due to personal reasons. Thereafter, the Board, at its meeting held on August 28, 2024, appointed Mr. Bhavinkumar Prafulbhai Joshi and Mr. Ketankumar Arvindbhai Modi as Additional (NonExecutive Independent) Directors. Subsequently, Ms. Heena Viral Patel resigned from the position of Non-Executive Independent Director w.e.f. March 01, 2025.

Accordingly, the Stakeholders Relationship Committee was reconstituted on August 8, 2024, August 28, 2024, and March 15, 2025.

As on the March 31, 2025, the composition and attendance of the Stakeholders Relationship Committee were as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Bhavinkumar Prafulbhai Joshi*	10236029	Non-Executive Independent Director	Chairperson	2	2
Ketankumar Arvindbhai Modi*	10758060	Non-Executive Independent Director	Member	2	2
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member	3	3

*Appointed w.e.f. August 28, 2024

Further, after the closure of the financial year, the Board, at its meeting held on May 24, 2025, appointed Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director. Consequently, the Stakeholders Relationship Committee was further reconstituted.

After giving effect to the aforesaid changes, the composition of the Stakeholders Relationship Committee as on the date of this Report is as under;

Name	DIN	Category	Designation
Bhavinkumar Prafulbhai Joshi	10236029	Non-Executive Independent Director	Chairperson
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member
Dimpal Dhebarbhai Patel#	11122579	Additional (Non-Executive Independent) Director	Member

#Appointed w.e.f. May 24, 2025

The Company Secretary of the company present in all meetings of Stakeholders Relationship Committee held during the year.

Also, during the year, your Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

C. Nomination and Remuneration Committee

Your Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 2 (two) times, viz on August 28, 2024 and March 26, 2025.

At the commencement of the financial year 2024-25, the Nomination and Remuneration Committee comprised the following members:

Name	DIN	Category	Designation
Hetal Umangbhai Shah"	09829110	Non-Executive Independent Director	Chairperson
Heena Viral Patel""	09829226	Non-Executive Independent Director	Member
Nidhiben Patel"	09820927	Non-Executive Independent Director	Member

" Resigned w.e.f August 08, 2024, ^AA Resigned w.e.f March 01, 2025,

During the year under review, there were certain changes in the composition of the Board, pursuant to which the Nomination and Remuneration Committee was also reconstituted from time to time. Ms. Nidhiben Patel and Ms. Hetal Umangbhai Shah resigned from the position of Non-Executive Independent Directors w.e.f. August 08, 2024, due to personal reasons. Thereafter, the Board, at its meeting held on August 28, 2024, appointed Mr. Bhavinkumar Prafulbhai Joshi and Mr. Ketankumar Arvindbhai Modi as Additional (NonExecutive Independent) Directors. Subsequently, Ms. Heena Viral Patel resigned from the position of Non-Executive Independent Director w.e.f. March 01, 2025.

Accordingly, the Nomination and Remuneration Committee was reconstituted on August 8, 2024, August 28, 2024, and March 15, 2025. As on the March 31, 2025, the composition and attendance of the Nomination and Remuneration Committee were as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Bhavinkumar Prafulbhai Joshi*	10236029	Non-Executive Independent Director	Chairperson	1	1
Ketankumar Arvindbhai Modi*	10758060	Non-Executive Independent Director	Member	1	1
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member	2	2

*Appointed w.e.f. August 28, 2024

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Further, after the closure of the financial year, the Board, at its meeting held on May 24, 2025, appointed Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director. Consequently, the Nomination and Remuneration Committee was further reconstituted.

After giving effect to the aforesaid changes, the composition of the Nomination and Remuneration Committee as on the date of this Report is as under;

Name	DIN	Category	Designation
Bhavinkumar Prafulbhai Joshi	10236029	Non-Executive Independent Director	Chairperson
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member
Dimpal Dhebarbhai Patel*	11122579	Additional (Non-Executive Independent) Director	Member
* Appointed w.e.f. May 24, 2025

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. Your Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sotacpharma.com/wp-content/uploads/2023/08/Nomination-and-Remuneration-Policy.pdf

Remuneration of Director

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7 available at website of the Company, i.e. https://sotacpharma.com/annual-reports/

PUBLIC DEPOSIT

Your company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://sotacpharma.com/annual-reports/

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2025 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Compani es Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your company having following mentioned Subsidiary companies as on the closure of financial year 2024-25.

Sr. No.	Name of company	Address of Registered Office	Nature of Business
1	Sotac Healthcare Private Limited	Plot No PF-20, Sanand GIDC -II, Nr. Acme Pharma, Sanand, Ahmedabad- 382110, Gujarat.	BETA LACTAM UNIT Manufacturing plant is planned and designed aesthetically, operates with highest safety and environment standards ensuring the required isolation and differentiation of processes and sections to minimize chances of cross contamination.
2	Sotac Lifesciences Private	Plot No PF-59, Sotac Lifesciences Private Limited, Sanand GIDC-II, Charal Industrial Estate, Sanand, Ahmedabad, Sanand -382110, Gujarat.	The Company has two Manufacturing Units:
	Limited		Unit I: The Company has entered into a Manufacturing Agreement (Loan License Contract) for production of agreed volume or quantities for ready-mix materials used for coating of pharmaceutical tablets per year for next 10 years at mutually agreed manufacturing unit I exclusively for Kerry Ingredients India Private Limited ("Kerry") which will attribute towards profitability of the Company. Kerry Ingredients India Private Limited is a company under KERRY GROUP P.L.C. Tralee, County Kerry, Ireland. Kerry is the worlds leading taste and nutrition partner for the food, beverage and pharmaceutical markets.
			Unit II: The company has state of art manufacturing facility for various pharmaceutical formulations- allopathic, healthcare, neutraceuticals, ayurvedic products. The said manufacturing facility will be designated to cater the requirement of various regulated and emerging market. It is established to undertake complex generic products like modified released solid oral dosage forms, suspensions and complex and immediate release dosage form. The said manufacturing facility is equipped with all modern sophistaced equipments for product formulations. This project is establishment of pharmaceutical formulation plant with annual capacity of 1200 Lacs Tablet/Month. 300 Lacs Capsules/Month; 1200 Lacs syrup/Month and 600 kg Sachet/Month at full capacity utilization.
3	Sotac Research Private Limited	Plot No. PF-21, Nr. Acme Pharma, Opp. Teva Pharma Sanand GIDC-II, Sanand Ahmedabad -	• State of the art R &D centre for formulations development • Team of 10 + scientists • State of the art instruments for Oral solids, oral liquid,
		382110	external preparations development
			• Collaboration for Availability of high-end equipments like Differential Scanning, Calorimeter, Zeta Sizer, XRD, Atomic Force Microscope, LC/MS/MS, Particle size analyzer.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure -B.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of your Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, Your Company does not have any Associate Companies and Joint Ventures as on March 31, 2025.

TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into by your Company during the financial year were in the Ordinary Course of Business and carried out on an Arms Length Basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

During the year under review, certain material related party transactions (i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements) were undertaken with Promoters, Directors, Key Managerial Personnel (KMPs), and other related parties. While these transactions were conducted in compliance with statutory requirements, they may potentially be considered as having a conflict of interest with the Company at large. Accordingly, the disclosure of such transactions, as required under Section 134(3)(h) of the Companies Act, 2013, is provided in Form AOC-2, which forms part of this Report and is annexed as Annexure - C.

Your Company has a robust internal framework for monitoring and approving related party transactions. A mechanism is in place to obtain prior omnibus approval from the Audit Committee for recurring transactions that are routine in nature and are foreseen. All such transactions entered under omnibus approval are placed before the Audit Committee and the Board of Directors on a quarterly basis for review and noting.

The details of related party transactions for the Financial Year 2024-25 are disclosed in the notes to the standalone and consolidated financial statements, which form an integral part of this Annual Report

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://sotacpharma.com/wp-content/uploads/2023/08/Related-Partv-Transaction-Policv.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

Details of complaints during the financial year under review are as follows:

a) number of complaints of sexual harassment received in the year - NIL

b) number of complaints disposed off during the year - NA

c) number of cases pending for more than ninety days - NA

The Policy on Prevention of Sexual Harassment as approved by the Board of Directors is available on the Companys website at https://sotacpharma.com/wp-content/uploads/2023/08/Anti-Sexual-Harassment-Policy.pdf

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Keyur Shah & Co., Chartered Accountants (FRN: 141173W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure-B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2025, our internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Company upholds the principles of integrity, transparency, and accountability as the foundation of its corporate governance practices, with the objective of safeguarding stakeholder trust and enhancing long-term shareholder value. The Board discharges its fiduciary responsibilities in a fair and ethical manner, while ensuring that business decisions respect the rights of all stakeholders, including minority shareholders.

hxperi in quality

As your company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the audited financial statements as on March 31, 2025, the net profit of your Company (profit as per Section 198 of Companies Act, 2013) is exceeding Rs. 5.00 Crore. As per Section 135(9) of the Companies Act, 2013, where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Therefore, company doesnt require constituting Corporate Social Responsibility Committee. The CSR Policy is available on the website of the company at https://sotacpharma.com/wp- content/uploads/2023/08/Corporate-Social-Responsibilitv-Policv.pdf

During the financial year 2024-25, the Company spent a total of ^13,49,518/- (Rupees Thirteen Lakh Forty-Nine Thousand Five Hundred Eighteen only), representing 2% of the average net profits of the preceding three financial years, thereby fully complying with the requirements of Section 135 of the Act.

The CSR contribution was made to "Sotac Charitable Foundation", which undertook tree plantation activities as part of its initiatives. This program is aimed at promoting environmental sustainability, enhancing biodiversity, improving air quality, and restoring ecological balance. The plantation drive was carried out in identified areas with the objective of increasing green cover and creating a healthier environment for the community.

Our Companys CSR Policy Statement and Annual Report on CSR activities undertaken during the Financial Year 2024-25, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 as per the prescribed format is annexed as an Annexure-E to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-F.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Keyur Shah & Co., Chartered Accountants (FRN: 141173W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on September 11, 2023 to hold office from the conclusion of 8^th Annual General Meeting till conclusion of the 12^th Annual General Meeting to be held in the calendar year 2027.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, your Company had appointed M/s. GBP & Associate, Chartered Accountant (FRN: 141678W), Ahmedabad, as an Internal Auditor of the Company for the Financial year 2024-25.

They have conducted periodic internal audits of various operational and financial functions and submitted their reports to the Audit Committee and the Board. Their observations and recommendations have helped strengthen the internal control systems and ensure compliance.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure -G to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr. No.	Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause)	Deviation s	Observations/ Remarks of the Practicing Company Secretary	Reply by Management
1.	Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 and SEBI Circular No. SEBI/HO/CFD/CFD- PoD2/CIR/P/2024/185 dated December 31, 2024.	Delayed disclosure under Regulatio n 30 regarding receipt of order	It was observed that the Company received the Letter of Acceptance from Rajasthan Medical Services Corporation Limited on June 11, 2024. However, the disclosure in respect of the said event was made to the Stock Exchange only on June 25, 2024, resulting in a delay of 13 days as against the prescribed timeline of 24 hours from the date of occurrence of the event, thereby constituting noncompliance with the applicable provisions.	The delay in making disclosure of the receipt of the Letter of Acceptance was inadvertent and occurred due to certain modifications in the terms of the order and consequent procedural requirements at the internal departmental level, which led to delay in transmission of the information to the Secretarial Department for reporting to the exchange. The management has duly noted the observation and assures that adequate steps are being taken to further streamline internal communication and strengthen monitoring mechanisms so that such disclosures are made strictly within the prescribed timelines in future.
2.	Disclosure under Regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD- 1/P/CIR/2023/123 dated July 13, 2023, SEBI Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 and SEBI Circular No. SEBI/HO/CFD/CFD- PoD2/CIR/P/2024/185 dated December 31, 2024.	Delayed disclosure under Regulatio n 30 regarding entering in agreeme nt by Subsidiar y Company	It was observed that Sotac Lifesciences Private Limited, a subsidiary of the Company, entered into a Manufacturing Agreement with Kerry Ingredients India Private Limited on July 12, 2024. However, the disclosure in respect of the said event was made to the Stock Exchange on July 16, 2024, resulting in a delay of more than three days as against the prescribed	The delay in making disclosure was inadvertent and occurred due to lack of awareness that material events of subsidiary companies are also required to be disclosed by our company (holding company) under Regulation 30 of SEBI (LODR) Regulations, 2015. The management has duly taken note of this observation and has since sensitized the concerned teams about the regulatory requirements. Further, robust internal processes are being implemented to ensure timely identification and reporting of all material events, including those relating to
			timeline of 24 hours under the Listing Regulations, thereby leading to non-compliance with the applicable provisions.	subsidiary companies, within the prescribed timelines going forward.
3.	Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	Improper Flow/ Delay by Company in entering some of UPSI Sharing Entries in software (Structure d Digital Database)	Company has maintained internally Structured Digital Database in Digital Software for FY 2024-25 with adequate internal controls and checks such as time stamping and audit trails to ensure nontampering of the database. *However, there has been a delay by the Company in entering certain UPSI sharing entries into the software.	The recent delay was unintentional and occurred in an effort to meet compliance deadlines. However, the Company acknowledges the importance of timely and accurate entry of sharing information. UPSI Going forward, the management will take all necessary steps to ensure that UPSI is disseminated within the prescribed timeline, while also maintaining a proper and controlled flow of UPSI within the Companys internal processes.
			Based on my verification of the SDD maintained by the Company, I am of the opinion that the SDD can be maintained cum utilized more efficiently and effectively by the Company in accordance with the spirit of the compliance requirement under SEBI PIT Regulations, 2015.

MAINTENANCE OF COST RECORD

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of your Company, have appointed M/s. Suthar Haresh & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 002124) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2024-25.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of your Company, in their meeting held on August 28, 2024, on the recommendation of the Audit Committee, have appointed M/s. Suthar Haresh & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 002124) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2024-25., They have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3) (g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. Further, as per Secti on 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual Genera l Meeting.

Your Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements wh ich forms part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2024-25, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such instances occurred during the financial year.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers Companys obligatio n to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.sotacpharma.com. The employees are required to undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

WEBSITE

Your Company has its fully functional website www.sotacpharma.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture stro ng links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office:	For and on behalf of Board of Directors
Plot No. PF-21 & PF-22/A, Charal Industrial	Sotac Pharmaceuticals Limited
Estate, Sanand GIDC-II, Sanand, Sanand, Ahmedabad, Sanand, Gujarat, India, 382110	CIN:L24230GJ2015PLC085451

 

	Sd/-	Sd/-
	Sharadkumar Dashrathbhai Patel	Dineshkumar Babulal Gelot
Place: Ahmedabad	Chairman & Managing Director	Whole time Director
Date: August 30, 2025	DIN: 07252252	DIN: 07252132