Trimurthi Ltd Directors Report

DIRECTORS REPORT

To

The Members of Novelix Pharmaceuticals Limited

We have pleasure in presenting the 31^st Directors Report on the business and operations of the Company together with the audited Financial Statements for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHT S:

The performance of the Company during the year has been as under:

	(Rs. in 000 except EPS
Particulars	2024-25	2023-24
Revenue from Operations	307,184.85	42,237.91
Other Income (Including Exceptional Items)	159.58	3,073.92
Total Expenses	306,110.99	45,099.26
Profit Before Tax	1,233.43	212.57
Less: Provision for Taxation	388.23	108.45
Profit/(Loss) After Tax	845.20	104.12
Other Comprehensive Income	0.00	1,492.45
Total Comprehensive Income	845.20	1596.58
Earning per Equity Share
Basic	0.09	0.01
Diluted (in Rs.)	0.09	0.01

2. REVIEW OF OPERATIONS:

The financial year 2024-25 was a year of satisfactory performance by the Company as the first year in venturing into Life Science Research and pharmaceutical bulk and Intermediates business. During the Year under the review, the Company has recorded an Income of Rs. 307,344.43 thousand and profit/Loss of Rs. 845.20 thousand as against the Income of Rs. 45,311.83 thousand 1,492.45 thousand other comprehensive income and profit/loss of Rs.1,596.58 thousand in the previous financial year ending 31.03.2024.

The Novelix Pharmaceuticals Limited (Formerly Known as Trimurthi Limited) have done considerable progress in the company in terms of Business, Investments, Net worth and market capitalization. The companys focuses totally on to Pharmaceutical Research and production/trading of Pharmaceutical Bulk Drugs (Active Pharma Ingredients) and Key Starting Materials/Intermediates.

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

3. DIVIDEND:

The Board of Directors not recommend any Dividend for the F.Y 2024-25 and decides use the surplus in the P&L account for increased working capital needs.

4. UNCLAIMED DIVIDEND

Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) provides that the dividend that has remained unclaimed or unpaid for a period of seven years is to be transferred to Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the IEPF.

In your company there is no outstanding dividend. During the year under review and the Company has not transferred any amount to the IEPF account as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

5. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to general reserves.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review the Company has entered in the business of Manufacturing/Trading of Pharmaceuticals and Pharmaceutical Intermediates (Bulk drugs), and in and in Healthcare Research, Analytics & Technology. The Company has altered the main object clause accordingly and also changed the name from Trimurthi Limited to Novelix Pharmaceuticals Limited.

7. INFORMATION ABOUT SUBSIDIARY/ ASSOCIATE COMPANY:

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies.

8. DEPOSITS:

Company has not accepted any deposits from the public, during the year under review.

9. INDIAN ACCOUNTING STANDARDS:

The annexed financial statements for the Financial Year 2024-25 and corresponding figures for 2023-24 comply in all material aspects with the Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified from time to time.

10. MATERIAL CHANGES AND COMMITMENTS:

During the year under review the Company has been Acquired by the new Promotor Srinidhi-Fine Chemicals LLP and others through open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. There is change in Management also due to the change in Promoters of the Company. There is a change in nature of business as the company has entered in the business of Manufacturing/Trading of Pharmaceuticals and Pharmaceutical Intermediates (Bulk drugs), and in Healthcare Research, Analytics & Technology.

The Company has altered the main object clause accordingly and also changed the name from Trimurthi Limited to Novelix Pharmaceuticals Limited.

11. ANNUAL RETURN

Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on website of the company and can be accessed at www.novelixpharma.com.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement it is confirmed that-

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 2024-25 and of the profit of the company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. That internal financial control were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. SHARE CAPITAL:

The Authorised share Capital of the Company is Rs. 30,00,00,000.00/- Divided into 30,000,000 equity shares of Rs. 10 each and the Paid-up share capital of the company is Rs. 144,800,000.00/- divided into 1,44,80,000 Shares of Rs. 10 each as on the date of report.

During the year under review the Company has allotted through preferential allotment basis 1850000 equity shares and 15,000,000 warrants convertible in equal number of equity shares upon exercise the option to conversion within eighteen months. After Closure of the financial year, the company has allotted 45,30,000 equity shares in conversion of equal Number of warrants out of 15,000,000 warrants.

The Company has only one class of Equity Share having a par value of Rs. 10/ - each holder of share is entitled to one vote per share with same rights.

During the Year 2024-25, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

14. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

15. AUDITORS:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s CVS Balachandra Rao & Co., Chartered Accountants (Firm Registration No. 07507S), were appointed as Statutory Auditors of the Company for a further term of 4 (Four) years to hold office from the conclusion of 30^th Annual General Meeting of the Company held on 27^th September, 2024 until the conclusion of the 34^th Annual General Meeting to be held for the financial year 2027-28.

The Report given by M/s CVS Balachandra Rao & Co., Chartered Accountants (Firm Registration No. 07507S), Statutory Auditors on the financial statement of the Company for the year 2024-2025 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards Report.

The Report of the Statutory Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st March, 2025 are self-explanatory and therefore do not call for any further comments.

b. SECRETARIAL AUDITORS

The Board has appointed M/s A. Someswara Rao & Associates, Practicing Company Secretaries, Hyderabad as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-2025. The Report of the Secretarial Auditor is annexed to the Report as per "Annexure I".

EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Secretarial Audit Report.

Further, pursuant to recent amendments in the Regulation 24A of SEBI LODR Regulations, the Company is required to appoint a Secretarial Auditor for a term of five consecutive years.

The Company has received consent from M/s Khushbu Kanwar & Co., a peer Reviewed Company Secretary firm to act as the Secretarial Auditor of the Company from the FY 2025-26 to 2029-30, along with the certificate confirming his eligibility.

The Board of Directors on the recommendation of the Audit Committee Meeting held on May 27, 2025, subject to the approval of the members, appointed M/s Khushbu Kanwar & Co., Company Secretaries as the Secretarial Auditor of the Company for a period of five years from FY 2025-26 to FY 2029-30.

Accordingly, the board recommends to the members appointment of M/s Khushbu Kanwar & Co., as the Secretarial Auditors of the Company for a term of five consecutive years. A resolution seeking approval of appointment of secretarial auditor forms part of the Notice convening the ensuing Annual General Meeting.

c. Cost Auditor

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the Company for the year 2024-25.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies read with rules made there under, the Board has appointed M/s. PCN & Associates, Chartered Accountants, as Internal Auditors for the financial year 2024-25.

The Company has appointed M/s. V R P S & Co., Chartered Accountants, as Internal Auditors for the financial year 2025-26.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

17. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

18. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2025 consisted of 5 directors out of which 4 were independent directors.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a. Composition of Board of Director as on 31^st March 2025 and changes during the year

The Board of the Company as on March 31, 2025 consists of 5 directors out of which 4 were independent directors, one is Whole Time Director

Re-Appointment of Directors Retiring by Rotation:

The Independent Directors and Whole-Time Director hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Jivamohan Divakar Valluri (DIN: 09218013) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.

Changes in Composition of the Board of Directors

During the year under review:

Board in their Board Meeting held on 02.09.2024 has approved the following appointments and resignations:

S. No.	Name	Designation	Appointment/Resig nation
1.	Ravi Bhangadia	Whole time Director and Chairman	Resignation
2.	Aditya Bhangadia	Managing Director	Resignation
3.	Vani Manda	CFO	Resignation
4.	Natwarlal Ramgopal Modani	Independent Director	Resignation
5.	Sagar Rajendra Karwa	Independent Director	Resignation
6.	Venkateshwarlu Pulluru	Whole time Director	Appointment
7.	Janardhan Das Kabra	Independent Director	Appointment
8.	Mr. Gattu Gnana Prakash	Independent Director	Appointment

Mr. Lakshman Samala (DIN: 10783725) was Appointed as Additional Non-Executive Independent Director of the company w.e.f. 12/02/2025. (Appointed as Non-Executive Independent Director for five years at EGM 09th May, 2025.)

b. Changes in Composition of the Board of Directors after the end of Financial Year:

Mr. Gattu Gnana Prakash (DIN: 00517921) resigned from the designation of Non-Executive Independent Director of the company w.e.f. 12/04/2025.

Mr. Jivamohan Divakar Valluri was appointed as Additional Non-Executive Non-Independent Director of the company w.e.f. 12/04/2025 and regularize as Non-Executive Non-Independent Director at EGM held on 09th May, 2025.

Mr. Gattu Gnana Prakash (DIN: 00517921) was appointed as Additional Non-Executive Non-Independent Director and Ms. Mayuri Baidya (DIN: 11242323) was appointed as Additional Non-Executive Independent Director of the Company as on 14^th August, 2025.

Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other than Board of Directors):

Ms. Vani Manda Resigned from the designation of Chief Financial officer of the Company w.e.f. 02/09/2024.

Ms. Bhoomika Choudhary was appointed as Chief Financial officer of the Company w.e.f. 12/02/2025.

19. COMMITTEE DETAILS

Audit Committee

The Audit Committee comprises of Directors namely Mr. Janardhan Das Kabra (Independent Director and Chairman), Ms. Monam Kapoor (Independent Director) and Mr. Jivamohan Divakar Valluri (Non-Executive Non-Independent Director) as other Members.

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Directors namely Mr. Janardhan Das Kabra (Independent Director and Chairman), Ms. Monam Kapoor (Independent Director) and Mr. Jivamohan Divakar Valluri (Non-Executive NonIndependent Director) as other Members.

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Directors namely Mr. Jivamohan Divakar Valluri (Non-Executive Non-Independent Director and Chairman) Ms. Monam Kapoor (Independent Director) and Mr. Janardhan Das Kabra (Independent Director) as other Members.

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

20. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance misrepresentation of any Financial Statements and Reports.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy:

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

b. Technology Absorption:

The particulars regarding Technology absorption are: NIL

c. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2025	As on 31.03.2024
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure/outgo in foreign exchange (Travelling)	Nil	Nil

22. MEETINGS

During the financial year 2024-25, following meetings were convened:

? Board Meetings

S. No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	28/05/2024	5	5
2.	11/06/2024	5	5
3.	25/06/2024	5	5
4.	08/08/2024	5	5
5.	02/09/2024	5	5
6.	21/10/2024	4	4
7.	13/11/2024	4	4
8.	12/02/2025	4	4

? Audit Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of Members Present
1.	28/05/2024	3	3
2.	08/08/2024	3	3
3.	02/09/2024	3	3
4.	13/11/2024	3	3
5.	12/02/2025	3	3

? Nomination & Remuneration Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	16/05/2024	3	3
2.	23/08/2024	3	3
3.	05/02/2025	3	3

? Independent Directors Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	12/02/2025	3	3

? Stakeholder Relationships Committee Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	02/09/2024	3	3
2.	12/02/2025	3	3

? Members Meeting

S. No.	Type of Meeting	Date of Meeting	Total No. of Members Entitle to Attend	Number of Members Attended
1.	Annual General Meeting	27-09-2024	2538	32
2.	Extra Ordinary General Meeting	18-11-2024	2519	56

23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

During the year under review,

(a) Number of complaints of sexual harassment received: NIL

(b) Number of complaints disposed: NA

(c) Number of cases pending for more than ninety days: NA

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Company is not falling under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility are not applicable on the Company.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions, if any, pursuant to the SEBI LODR Regulations, were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 202425 are detailed in the Notes to Accounts of the Financial Statements. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -II.

29. MANAGERIAL REMUNERATION:

The statement containing particulars in terms of Section v197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure III to the Boards Report.

30. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) OF MANAGERIAL PERSON, RULE, 2014 OF THE COMPANIES ACT, 2013:

None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs. 1,02,00,000/- per annum or in excess of Rs. 8,50,000/- per month.

31. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and senior management personnel of the Company. The committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board, committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration Policy is attached as Annexure IV and is also available on the Companys website at www.novelixpharma.com.

32. MATERNITY BENEFIT

During the period under review, The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.

34. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

37. OTHER DISCLOSURES AND STATUTORY INFORMATION:

a. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:

? Code for Disclosure of Unpublished Price Sensitive Information

? Code of Conduct for Insider Trading

? Policy on Related Party Transactions

? Code of Conduct for Directors and Senior Management Personnel

? Whistle Blower Policy

38. HUMAN RESOURCES MANAGEMENT:

We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

39. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

	By order of the Board
	For Novelix Pharmaceuticals Limited
Date: 14.08.2025
Place: Hyderabad
Sd/-	Sd/-
Venkateshwarlu Pulluru	Jivamohan Divakar Valluri
Whole Time Director	Director
DIN: 02076871	DIN: 09218013