Sotac Pharmaceuticals Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 11th Annual Report on the business and operations of the Company ("the Company"), together with the Standalone & Consolidated Audited Financial Statements, for the Financial Year ended on March 31, 2026 ("FY 2025-26/ FY26").

FINANCIAL HIGHLIGHTS

The Audited Standalone and Consolidated Financial Statements of your Company as on March 31, 2026, have been prepared in accordance with the 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").

The Key highlights of standalone & consolidated financial performance for the year ended March 31, 2026, are summarized below:

(Rs. in Lakh)

Particulars	Standalone-Year Ended 31/03/2026	Standalone-Year Ended 31/03/2025	Consolidated-Year Ended 31/03/2026	Consolidated-Year Ended 31/03/2025
Revenue From Operations	7,187.95	6238.42	10,123.93	9973.69
Other Income	209.84	237.50	34.70	114.65
Total Income	7,397.79	6475.92	10,158.63	10,088.34
Earnings before interest, tax, depreciation and amortization (EBITDA)	1122.09	1005.56	1823.20	1753.40
Less: Depreciation	250.14	247.40	540.52	383.52
Less: Finance Cost	179.28	116.71	412.83	257.87
Profit Before Prior Period Items and Tax	692.67	641.45	869.85	1112.01
Prior Period Items	(0.22)	(0.04)	(0.22)	(0.04)
Tax Expense:
Less: Current Tax	187.80	171.47	192.56	171.85
Less: Deferred tax Liability (Asset)	(1.89)	(7.23)	32.28	12.58
Less: Income Tax Prior period	14.72	-	15.46	-
Profit After Tax	491.82	477.17	629.33	927.54
Earnings Per Share (Basic & Diluted)	4.45	4.32	5.22	7.26

BUSINESS OVERVIEW AND FINANCIAL PERFORMANCE

Financial Performance on Standalone Basis

The total income of your Company for the year ended March 31, 2026 was Rs. 7,397.79 Lakh as compared to total income of Rs. 6475.92 Lakh for the previous year ended March 31, 2025. The Total Income of the company was increased by 14.23% over previous financial year.

During the Financial year 2025-26, the Revenue from Operation stood at Rs. 7,187.95 Lakh as compared to Rs. 6238.42 Lakh in previous year, reflecting an increase of 15.22% over the previous year.

During the year under review, the Company earned a Net Profit after Tax of Rs. 491.82 lakh as compared to Rs. 477.17 lakh in the previous financial year, reflecting an increase of 3.07%. The improvement in profitability was primarily driven by higher 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

Accordingly, the consolidated financial performance of the Company reflects the financial results of the Company together with its aforesaid subsidiaries.

Consolidated Financial Statements

The Consolidated financial statements of your Company for the financial year 2025-26 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. 10,123.93 Lakh as against Rs. 9973.69 Lakh in the previous financial year, registering an increase of 1.51%.

The Consolidated Total Income stood at Rs. 10,158.63 Lakh as compared to Rs. 10,088.34 Lakh in the previous year, reflecting an increase of 0.70%.

The Company has earned a Consolidated Net Profit after Tax of Rs. 629.33 Lakh for the year ended March 31, 2026 as compared to Rs. 927.53 Lakhs in the previous financial year, representing a decline of approximately 32.15%. The decline in net profit was despite a marginal increase in revenue from operations and may be attributed to higher operating costs, finance costs, depreciation, or other expenses during the year.

DIVIDEND AND RESERVES

Transfer to General Reserve

During the year, your Company has not transferred any amount to General reserve. The entire profit for the year has been retained in under the head " Reserves & Surplus ", as reflected 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. 0.20/- (Rupees Twenty paisa only) per Equity share of face value Rs.10/- per equity share (i.e. 2 % of the face value) for the financial year ended on March 31, 2026. The proposed dividend is subject to the approval of members at the ensuing 11th Annual General Meeting.

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

Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the applicable IEPF Rules, dividends remaining unpaid or unclaimed for seven consecutive years are required to be transferred to the Investor Education and Protection Fund ("IEPF"). The corresponding Equity Shares are also liable to be transferred to the demat account of the IEPF Authority.

The Company has paid all the dividend declared to its shareholders within the prescribed timelines. Accordingly, there is no amount lying unpaid or unclaimed in respect of dividend and, hence, no amount is required to be transferred to the Investor Education and Protection Fund (IEPF).

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. The Company continues to carry on its business in accordance with its main objects as set out in the Memorandum of Association.

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, 2026, 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, 2026, 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 Designation	Date of Original Appointment	Date of Appointment at Current Term & Designation	Total Director Ships in other co.2	No. of Committee1 in which Director is Members	No. of Committee1 in which Director is Chairman	No. of Shares held as on March 31, 2026
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	29/09/2025	2	-	-	14,31,500
Mr. Chetankumar Bachubhai Patel	Executive Director	18/12/2015	29/09/2025	2	-	-	10,69,250
Mr. Bhavinkumar Prafullbhai 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*	Non-Executive Independent Director	24/05/2025	29/09/2025	-	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. Dimpal Dhebarbhai Patel (DIN: 11122579) was appointed as an Additional (Non-Executive Independent) Director w.e.f. May 24, 2025, and regularized as a Non-Executive Independent Director at the 10th AGM held on September 29, 2025.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 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 2025-26 and up to the date of this report is furnished below:

a) Appointment & Regularization:

- During the financial year 2025-26, Ms. Dimpal Dhebarbhai Patel (DIN: 11122579), was appointed as Additional Director (Non-Executive Independent) of the company w.e.f. May 24, 2025. Her appointment was subsequently approved by the members at 10th AGM held on September 29, 2025 and she was appointed as a Non-Executive Independent Director of the company for a term of 5 (five) consecutive years, not liable to retire by rotation.

b) Retirement by rotation and subsequent re-appointment:

Mr. Sharadkumar Dashrathbhai Patel (DIN: 07252252), Managing 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 has 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 2025-26, there were no changes in the Key Managerial Personnel of the Company.

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 Directors meets at regular intervals to consider and deliberate on various business matters, including the Companys operations, strategies, policies, and other significant affairs. Additional meetings of the Board are convened, whenever required, to consider specific business matters and ensure the effective governance of the Company.

During the year under review, Board of Directors of your Company met 7 times as on April 03, 2025; May 22, 2025; May 28, 2025; August 30, 2025; November 12, 2025; February 05, 2026; March 27, 2026.

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	-	7	7
Mr. Dineshkumar Babulal Gelot	18/12/2015	-	7	7
Mr. Vishalkumar Patel	18/12/2015	-	7	7
Mr. Chetankumar Bachubhai Patel	18/12/2015	-	7	7
Mr. Bhavinkumar Prafullbhai Joshi	28/08/2024	-	7	7
Mr. Ketankumar Arvindbhai Modi	29/08/2024	-	7	7
Ms. Dimpalben Dhebarbhai Patel	24/05/2025	-	5	5

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 29, 2025

DISCLOSURE BY DIRECTORS

All the Directors on the board have submitted the requisite disclosures and declarations as prescribed under the Companies Act, 2013. The Company has received disclosure of interest in Form MBP-1 pursuant to Section 184(1), declaration of non-disqualification in Form DIR-8 pursuant to Section 164(2), and declarations confirming compliance with the Companys Code of Conduct. The Board has taken note of the said disclosures and declarations.

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 the requisite declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 confirming 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, maintained in accordance with the applicable provisions of the Act.

A separate meeting of Independent Directors was held on March 27, 2026 to review the performance of Non-Independent Directors and Board as whole and 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 under review, the Registered Office of the Company was shifted pursuant to the approval of the Board of Directors at its meeting held on May 22, 2025. Accordingly, the Registered Office of the Company was changed from Plot No. PF-21, Nr. Acme Pharma, Opp. Teva Pharma, Sanand GIDC-II, Sanand, Ahmedabad – 382110, Gujarat, India to Plot No. PF-21 & 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, 2026, 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, 2026 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. The Audit Committee generally meets to review and recommend the quarterly, half-yearly, and annual financial results of the Company. In addition, the Committee convenes meetings, as and when required, to review specific matters falling within its terms of reference.

During the year under review, Audit Committee met 5 (Five) times viz on May 22, 2025; May 28, 2025; August 30, 2025; November 12, 2025 and March 27, 2026.

At the beginning of the financial year 2025-26, the Audit Committee comprised the following members:

Name	DIN	Category	Designation
Bhavinkumar Prafullbhai 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

During the year under review, certain changes took place in the composition of the Board of Directors, resulting in the reconstitution of the Audit Committee from time to time. Pursuant to the appointment of Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director with effect from May 24, 2025, the Audit Committee was accordingly reconstituted.

The composition of the Audit Committee as on March 31, 2026, and as on the date of this Report, along with the attendance of the members at the meetings held during the Financial Year 2025-26, is as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2025-26 Eligible to Attend	Number of Meetings During the Financial Year 2025-26 Attended
Bhavinkumar Prafullbhai Joshi	10236029	Non-Executive Independent Director	Chairperson	5	5
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member	5	5
Sharadkumar Dashrathbhai Patel	07252252	Chairman and Managing Director	Member	5	5
Dimpal Dhebarbhai Patel#	11122579	Non-Executive Independent Director	Member	4	4

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

The Statutory Auditors of the Company are invited to attend the meetings of the Audit Committee, whenever required. The Company Secretary and the Chief Financial Officer of the Company are regular invitees to the meetings of the Committee.

Vigil Mechanism

Your Company has established a Vigil Mechanism in accordance with the applicable provisions of the Companies Act, 2013, and has adopted a Whistle Blower Policy. The Policy provides a mechanism for directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any violation of the Companys Code of Conduct.

Further, the Vigil Mechanism adopted by your Company encourages whistle blowers to report genuine concerns or grievances in good faith and provides adequate safeguards against victimisation of whistle blowers. The mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate and 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-Mechanism-Whistle-Blower-Policy.pdf

B. Stakeholders Relationship Committee

Your Company has constituted Stakeholders Relationship Committee primarily to oversee and ensure the effective redressal of Shareholders / Investors Grievances, if any, relating to matters such as transfer/transmission of shares, dematerialisation of shares, issue of duplicate share certificates, non-receipt of Annual Reports, dividend warrants, and other related matters. The Committee also monitors investor services and ensures timely resolution of stakeholders concerns. Further, the Stakeholders Relationship Committee reports to the Board on a quarterly basis regarding the status of redressal of complaints, if any, received from the shareholders of the Company.

During the year under review, Stakeholders Relationship Committee met 4 (Four) time viz on May 28, 2025, August 30, 2025, November 12, 2025 and February 5, 2026.

At the beginning of the Financial Year 2025-26, the Stakeholders Relationship Committee comprised the following members:

Name	DIN	Category	Designation
Bhavinkumar Prafullbhai 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

During the year under review, certain changes took place in the composition of the Board, resulting in the reconstitution of the Stakeholders Relationship Committee from time to time. Pursuant to the appointment of Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director with effect from May 24, 2025, the Stakeholders Relationship Committee was accordingly reconstituted.

The composition of the Stakeholders Relationship Committee as on March 31, 2026, and as on the date of this Report, along with the attendance of the members at the meetings held during the Financial Year 2025-26, is as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2025-26 Eligible to Attend	Number of Meetings During the Financial Year 2025-26 Attended
Bhavinkumar Prafullbhai Joshi	10236029	Non-Executive Independent Director	Chairperson	4	4
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member	4	4
Dimpal Dhebarbhai Patel#	11122579	Non-Executive Independent Director	Member	4	4

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

The Company Secretary of the Company acted as the Secretary to the Committee and was present at all the meetings of the Stakeholders Relationship Committee held during the year.

During the Financial Year 2025-26, the Company did not receive any complaints from the shareholders. Accordingly, no complaint was pending for redressal as on March 31, 2026.

C. Nomination and Remuneration Committee

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

The Nomination and Remuneration Committee is primarily responsible for identifying the persons who are qualified to become Directors and who may be appointed to the senior management recommending their appointment and removal, evaluating the performance of Directors, and formulating the criteria for determining qualifications, positive attributes, independence of Directors, and the remuneration policy of the Company.

During the year under review, Nomination and Remuneration Committee met 2 (two) times, viz on May 22, 2025 and August 30, 2025.

At the commencement of the financial year 2025-26, the Nomination and Remuneration Committee comprised the following members:

Name	DIN	Category	Designation
Bhavinkumar Prafullbhai 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

During the year under review, certain changes took place in the composition of the Board, resulting in the reconstitution of the Nomination and Remuneration Committee from time to time. Pursuant to the appointment of Ms. Dimpal Dhebarbhai Patel (DIN: 11122579) as an Additional (Non-Executive Independent) Director with effect from May 24, 2025, the Nomination and Remuneration Committee was reconstituted.

The composition of the Nomination and Remuneration Committee as on March 31, 2026, and as on the date of this Report, along with the attendance of the members at the meetings held during the Financial Year 2025-26, is as follows:

Name	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25 Eligible to Attend	Number of Meetings During the Financial Year 2024-25 Attended
Bhavinkumar Prafullbhai Joshi	10236029	Non-Executive Independent Director	Chairperson	2	2
Ketankumar Arvindbhai Modi	10758060	Non-Executive Independent Director	Member	2	2
Dimpal Dhebarbhai Patel#	11122579	Non-Executive Independent Director	Member	1	1

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

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company has been formulated in accordance with the provisions of the Companies Act, 2013 to attract, retain and motivate qualified personnel while ensuring that the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is fair, reasonable and aligned with the Companys long-term objectives. The Company provides remuneration by way of salary, allowances, benefits and perquisites, and annual increments are recommended by the Nomination and Remuneration Committee within the approved remuneration framework, effective from April 1 of each financial year.

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

Remuneration of Director

The details of remuneration paid to the Directors of the Company during the Financial Year 2025–26 are provided in Form MGT-7, which is available on the website of the Company at https://sotacpharma.com/annual-reports/

PUBLIC DEPOSIT

During the year under review, your Company has not accepted or invited any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the provisions of the said Sections and the Rules made thereunder are not applicable to the Company.

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 disclosed in the notes forming part of the Financial Statements.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at 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, 2026 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 Companies 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 2025-26.

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 unit has been thoughtfully planned and designed to meet high standards of safety, quality and operational efficiency. The facility is equipped with appropriate isolation and segregation of processes and operational areas to minimize the risk of cross-contamination while ensuring compliance with applicable safety, environmental and regulatory standards.
2	Sotac Lifesciences Private Limited	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: Unit I: The Company has entered into a Manufacturing Agreement (Loan Licence Contract) with Kerry Ingredients India Private Limited ("Kerry") for the exclusive manufacture of agreed quantities of ready-mix materials used for coating pharmaceutical tablets for a period of 10 years. This long-term arrangement is expected to provide a stable source of revenue and contribute to the Companys profitability. Kerry Ingredients India Private Limited is a part of Kerry Group P.L.C. Tralee, County Kerry, Ireland a global leader in taste and nutrition solutions for the food, beverage and pharmaceutical industries. Unit II: The Company has established a state-of-the-art pharmaceutical formulation manufacturing facility for the production of allopathic, nutraceutical, healthcare and ayurvedic products. The facility is designed to cater to regulated as well as emerging markets and is equipped with modern technology for manufacturing immediate-release and modified-release formulations, suspensions and other dosage forms. At full capacity utilization, the facility has an installed capacity of 1,200 lakh tablets, 300 lakh capsules, 1,200 lakh syrup bottles and 600 kg of sachets per month.
3	Sotac Research Private Limited	Plot No. PF-21, Nr. Acme Pharma, Opp. Teva Pharma Sanand GIDC-II, Sanand Ahmedabad - 382110	• State-of-the-art Research & Development Centre for formulation development.
			• Dedicated team of 10+ qualified scientists.
			• Advanced infrastructure and modern analytical instruments for the development of oral solid, oral liquid and external formulations.
			• Access to high-end analytical equipment through strategic collaborations, including Differential Scanning Calorimeter (DSC), Zeta Sizer, X-Ray Diffraction (XRD), Atomic Force Microscope (AFM), LC/MS/MS and Particle Size Analyzer.

In accordance with the provisions of 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 under review, the Board of Directors periodically reviewed the affairs and performance of the subsidiarys companies. The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the relevant Indian Accounting Standards (Ind AS), and form part of this Annual Report.

Further, Your Company does not have any Associate Companies and Joint Ventures as on March 31, 2026.

TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The details of the related party transactions for the Financial Year 2025-26, are given in the notes of the Financial Statements, which are part of the 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-Party-Transaction-Policy.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a safe, respectful and positive workplace environment free from harassment of any kind, the Company has institutionalised an Anti-Sexual Harassment Initiative (ASHI) framework for the prevention, prohibition and redressal of complaints of sexual harassment across all its workplaces. The Policy ensures confidentiality throughout the complaint redressal process and provides protection against any form of retaliation or victimisation of complainants. The Company follows a gender-neutral approach in addressing complaints of sexual harassment and remains compliant with the applicable laws governing the jurisdictions in which it operates. An Internal Complaints Committee (ICC) has been constituted in accordance with the applicable legal requirements to receive, investigate and redress complaints of sexual harassment.

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 as required under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is annexed as Annexure-C of this report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI

The Company has devised adequate systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These systems are operating effectively. And during the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

While the various risks associated with the business cannot be completely eliminated, the Company has established adequate internal financial control systems to identify, monitor and mitigate such risks. These controls are designed to ensure efficient operations, safeguarding of assets, compliance with applicable laws, accuracy of financial reporting and optimum utilisation of resources. The Company also has a well-defined internal audit mechanism, conducted by a reputed firm of Chartered Accountants, to independently evaluate and strengthen the effectiveness of its internal controls. The internal audit is carried out based on an annual audit plan approved by the Audit Committee and focuses on reviewing the adequacy of internal controls and risk management processes.

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 periodically reviews the reports submitted by the management, internal auditors and Statutory Auditors. The Committee considers their observations and recommendations, monitors the implementation of corrective actions, and regularly interacts with the Statutory Auditors to evaluate the adequacy and effectiveness of the Companys internal financial control systems. Based on its evaluation in terms of the provisions of Section 177 of the Companies Act, 2013, the Audit Committee is of the opinion that the Companys internal financial controls were adequate and operating effectively as on March 31, 2026.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance and believes that integrity, transparency, accountability and ethical business practices are fundamental to enhancing stakeholder confidence and creating sustainable long-term value. The Board of Directors continues to discharge its fiduciary responsibilities in a fair, transparent and responsible manner while ensuring that the interests of all stakeholders, including minority shareholders, are adequately protected.

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 of the SEBI Listing Regulations are not applicable to the company. Accordingly, 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, 2026, the net profit of your Company (computed in accordance with the provisions of 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. Accordingly, the Company is not required to constitute a 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-Responsibility-Policy.pdf

During the financial year 2025-26, the Company spent a total of Rs13,42,260/- (Rupees Thirteen Lakh Forty-Two Thousand Two Hundred Sixty 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.

During the Financial Year 2025–26, the Company made CSR contributions to the following implementing agencies/projects:

Name of the Implementing Agency/Project	Amount (Rs)
Gujarat CSR Authority Projects Fund	8,50,000
Tennis For Life Foundation	1,42,260
Sotac Charitable Foundation	3,50,000
Total	13,42,260

The Companys CSR Policy Statement and the Annual Report on CSR activities undertaken during the Financial Year 2025–26, prepared in accordance with Section 135 of the Companies Act, 2013 ("the Act") and the Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, are annexed to this Report as Annexure D.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, providing a review of the Companys performance during the year under review, is presented in a separate section and forms part of this Annual Report as Annexure-E.

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 8th Annual General Meeting till conclusion of the 12th 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 on the financial statements for the Financial Year 2025–26 forms part of this Annual Report. There has been no qualification, reservation, adverse remark, disclaimer of opinion or, emphasis of matter in their Report.

REPORTING OF FRAUD

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

INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, read with the applicable rules made thereunder, the Company appointed M/s. GBP & Associate, Chartered Accountant (FRN: 141678W), Ahmedabad, as an Internal Auditor of the Company for the Financial year 2025-26.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("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 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed to this Report as Annexure –F.

The Secretarial Audit Report for the Financial Year 2025–26 does not contain any qualification, reservation, adverse remark or disclaimer.

MAINTENANCE OF COST RECORD

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of your Company has appointed M/s. Suthar Haresh & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 002124), as the Cost Auditors of the Company to audit the cost records of the Company for the Financial Year 2025–26.

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 30, 2025, based 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 2025-26, 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 Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is subject to ratification by the Members at the ensuing Annual General 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 Authorities or Quasi-Judicial Authorities that would impact the going concern status of the Company or its future operations.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which form 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 2025-26, 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 obligation 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, the Code includes the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which is available on the Companys website at www.sotacpharma.com, employees are required to undergo mandatory training/certification on the Code to enhance their awareness and ensure compliance with the applicable regulatory requirements.

WEBSITE

Your Company maintained a fully functional website www.sotacpharma.com which has been designed to provide comprehensive information about the Company. The website hosts 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 along with other information of interest to investors and stakeholders, are made available on the Companys website.

GENERAL DISCLOSURE

Your Directors state that the Company has made all disclosures required under 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) No Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) No Issue of shares, including sweat equity shares, to employees of the Company under any scheme, other than the Employee Stock Option Scheme (ESOS);

(iii) No Revision of the Boards Report or the Financial Statements; and

(iv) No significant or material orders were passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company or its future operations.

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 also places on record its appreciation for the support and cooperation extended by the Companys 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 strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.