Vaishali Pharma Ltd Directors Report

To,

The Members

Vaishali Pharma Limited,

The Board of Directors of your Company take great pleasure in presenting the 18th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

Particulars	Current year	Previous year
	2024-25	2023-24
Income from Business Operations	9902.56	8627.97
Other Income	320.54	203.36
Total Income	10223.10	8831.33
Less: Expenses	10100.53	8378.72
Profit/(loss)Before Tax	122.57	92.61
Less: Current Tax	41.75	24.68
Less: Adjustment Of Prior Periods Tax	--	--
Less: Deferred Tax (Credit)/ Charge	(0.91)	(3.96)
Net profit/(Loss) after Tax	81.73	71.89
Other Comprehensive Income/(Loss)	0.29	2.17
Total Comprehensive Income for the Year	82.02	74.06

2. FINANCIAL PERFORMANCE:

During the year under review, total revenue earned by the Company was Rs. 10223.10 Lakhs as compared toRs. 8831.33 Lakhs in previous year. The expenditure incurred during the year was Rs. 10100.53 Lakhs as against the amount of Rs. 8378.72 Lakhs after tax of Rs. duringtheprevious year. The Company recorded a Net Profit 81.73 Lakhs as compared to the previous year of Rs. 71.89 Lakhs and it recorded Increase by 10.75%. Your directors are optimistic of future growth.

3. NATURE OF BUSINESS:

The Company is into pharmaceutical business, mainly dealing in Active Pharmaceutical Ingredient, pharmaceutical formulations, surgical products, veterinary supplements operating in domestic and export markets.

The success of the Company depends significantly on ability to commercialize new pharmaceutical products in India and across various markets around the world.

4. DIVIDEND:

Your Company is committed towards enhancing shareholder value for its investors. The Company has considered it prudent not to recommend the dividend for F.Y. 2024 - 2025 in order to maintain its liquidity position.

5. LISTING OF EQUITY SHARES:

The equity shares of the Company are listed on the trading platform of National Stock Exchange of India Limited (NSE), a recognized stock exchange having nationwide trading terminal.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves during the year ended March 31, 2025.

7. DEPOSITS:

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2025 in terms of Section 76 of the Companies Act, 2013.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

9. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year under review.

10. INTERNAL FINANCIAL CONTROLS:

The Company has well placed, proper and adequate internal financial control system that commensurate with the size, scale and complexity of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigation action on continuing basis. These are routinely tested by Internal Auditors. The Audit observations on internal financial controls are periodically reported to the Audit Committee.

11. SHARE CAPITAL:

As on March 31, 2025, the paid-up Equity Share Capital of the Company stood at 26,09,24,260, comprising 13,04,62,130 equity shares of 2/- each.

During the year under review, the Authorized Share Capital of the Company was increased from 22,00,00,000 (Rupees Twenty-Two Crore) divided into 2,20,00,000 (Two Crore Twenty Lakh) equity shares of 10/- each to 27,00,00,000 (Rupees Twenty-Seven Crore) divided into 13,50,00,000 (Thirteen Crore Fifty Lakh) equity shares of 2/- each, ranking pari passu in all respects with the existing equity shares.

During the year under review, there were changes in the paid-up share capital of the Company, which are summarized below:

Date	Particular	Face Value	Issue Price Rs.	Number of Shares
		Rs.
Opening Balance		10	-	1,07,19,213
October 15, 2024	One fully paid-up equity share of the Company of Rs.10 each was sub-divided into five fully paid-up equity shares of Rs. 2 each.	2	NA	5,35,96,065 (Post-split)
October 17, 2024	Bonus shares were issue at par in proportion of 1 new equity shares of Rs. 2 each for every one existing fully paid-up equity share of Rs. 2 each	2	NA	10,71,92,130
-	Conversion of Warrants in Multiple Tranches During the Year	2	24.364	*1,16,35,000 (Comparing split)
-	Bonus shares on equity shares allotted upon conversion of warrants.	2	NA	*1,16,35,000
Closing Balance		2	-	13,04,62,130

* The Company has converted 11,635,000 Share Warrants into 11,635,000 Equity Shares. However, as of the date of filing report, listing approval for these shares has not yet been received. Furthermore, the proportionate Bonus Issue of 11,635,000 Equity Shares (on a 1:1 basis) is also pending for the same, resulting in a total of 23,270,000 Equity Shares awaiting listing approval.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There is no material change and commitment affecting the financial position of the Company that have occurred after closure of the financial year of the Company to which the financial statements relate and the date of thereport.

13. RELATED PARTY TRANSACTIONS:

During the period under review, the transactions entered into with related parties during the financial year wereon pricing basis and in the ordinary course of business and do not attract the provisions of Section 188 of the Act. There were no transactions with related parties during the financial year which were in conflict with the interest of the materially significant Company. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, is disclosed in Form AOC-2 as shown in ANNEXURE – A.

All Related Party Transactions are periodically placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The policy on Related Party Transactions as approved by the Board is available on website of the Company visa: https://www. vaishalipharma.com/investors/Company-policy.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As of the date of this Report, the Company has invested in Kesar Pharma Limited on 5 May 2025, acquiring an 11.3% equity stake. Apart from this investment, the Company has no Subsidiary, Joint Venture, or any other Associate Company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have 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 as on March 31, 2025 and of the profitand loss of the Company for that period ended on that date; c) The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis; and e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. BOARD OF DIRECTORS:

The Board of Directors of the Company comprise of 6 (Six) Directors with combination of 3 (Six) Independent Directors and 3 (Three) Executive Directors as on March 31, 2025.

The composition of the Board of Directors and Key Managerial Personnel is as under:

Name	Designation
Mr. Atul Arvind Vasani	Managing Director & Chairperson
Mrs. Jagruti Atul Vasani	Whole-time director
Mr. Dewansh Ajay Vasani	Executive Director & CFO
Mr. Manish Bhagwandas Ved	Non-executive & Independent Director
Mr. Pratik Vikram Jakhelia	Non-executive & Independent Director
Mr. Bhaveshkumar Popatlal Upadhyay	Non-executive & Independent Director
Mr. Hemant Damodar Pathak	Chief Executive Officer
Ms. Vishwa Bipinbhai Mekhia	Company Secretary cum Compliance Officer

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year and as on date of this report, following were the changes in Director/ Key Managerial Personnel:

1. Mr. Bhaveshkumar Upadhyay (DIN: 08384922) was appointed as a Non-Executive Independent Director of the Company in the Board meeting held on January 28, 2025. His appointment was subsequently regularized through Postal Ballot for a term of five consecutive years, upto January 27, 2030.

2. Re-appointment of Mr. Manish Bhagwandas Ved as an Independent Director of the Company through Postal Ballot for a Second term of five consecutive years, upto 30th December, 2029.

3. Mr. Ratnesh Singh, the Chief Financial Officer of the Company, resigned from the position with effect from 28, 2025 due to personal reason and other Occupancies.

4. Mr. Dewansh Ajay Vasani, was appointed as the Chief Financial Officerof the Company, with effect from May 24, 2025.

5. Mr. Ashvin Jamnadas Ganatra (DIN: 08653815), Non-Executive Independent Director of the Company, retired upon the successful completion of his second five-year term as a Non-Executive Independent Director, with effect from January 24, 2025.

B. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152(6) and other applicable provisions of the Act, Mr. Dewansh Vasani (DIN: 08111804) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment and will continue as Executive Director of the Company. The Board recommends his re-appointment.

17. KEY MANAGERIAL PERSONNEL:

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

Name	Designation
Hemant Damodar Pathak	Chief Executive Officer
Dewansh Ajay Vasani	Chief Financial Officer
Vishwa Bipinbhai Mekhia	Company Secretary Cum Compliance Officer

18. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the Section 149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

19. FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The policy undertaken by the Company in this respect has been disclosed on the website of the Company at https://www.vaishalipharma.com/investors/ Company-policy.

20. VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, Vigil Mechanism for Directors and employees to report genuine concern and grievances has been established. The said mechanism is governed by the Audit Committee. The details of the policy is available on the website of the Company at https://www.vaishalipharma.com/investors/Company-policy.

21. BOARD AND DIRECTORS 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 Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations"). The performance of the Board was evaluated by the Board Members 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 a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

22. REMUNERATION POLICY:

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

The policy of the Company on directors appointment and remuneration is uploaded on to the Companys website and available at https://www.vaishalipharma.com/investors/Company-policy/.

23. MEETINGS OF THE BOARD:

Total Sixteen (16) Board Meetings were held during the financialyear 2024 - 2025. For details of the meeting of the Board please refer to the Corporate Governance Report which is a part of this report.

24. CONSTITUTION OF COMMITTEES:

In compliance of SEBI Listing Regulations and provisions of Companies Act, 2013, the Board of Directors constituted three Committees to comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee.

25. AUDIT COMMITTEE:

Total Eight (8) Audit Committee Meetings were and held during the financial year 2024 - 2025. For details of the meeting and the composition of the Committee, kindly refer the Corporate Governance Report, which is apart of this report.

26. NOMINATION AND REMUNERATION COMMITTEE:

Total Three (3) Nomination and Remuneration Committee Meeting was held during the financial year 2024 - 2025. For the meeting and the composition of the Committee, kindly refer the Corporate Governance Report, which is a part of this report. In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules, the Company has formulated "Nomination and Remuneration Policy" containing criteria for determining qualifications,positive attributes, independence of a director and other matters provided under section 178 of Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees. The said policy is available on the Companys website and the web link thereto ishttps://www.vaishalipharma.com/investors/Company-policy.

27. STAKEHOLDER RELATIONSHIP COMMITTEE:

Total Two (2) Stakeholder Relationship Committee Meetings were and held during the financial year 2024 - 2025. For details of the meeting and the composition of the Committee kindly refer the Corporate Governance Report, which is a part of this report.

28. AUDITORS: a. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Raman S. Shah & Associates, Chartered Accountants, having Firm Registration No.: 119891W has been appointed as Statutory Auditors of the Company by the members their 15th Annual General Meeting held on September 30, 2022 to hold office for second term of fiveconsecutive years i.e. till the conclusion of Annual General Meeting for the financial year 2026-2027.

There being no qualification or adverse remark in the Auditors Report and hence, the report is self- explanatory. b. INTERNAL AUDITOR: M/S. Yogesh J Walavalkar, Chartered Accountants has been appointed as internal Auditor for the Financial Year 2025-2026.

The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and Independence. The scope and authority of the Internal Audit function is defined by Audit Committee. c. SECRETARIAL AUDITOR: In compliance with the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulation, as amended, the Board of Directors has, on the recommendation of Audit Committee considered Appointment of M/s. HD and Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for conducting Secretarial Audit for financial year 2025 - 2026. The Secretarial Auditors Report for Financial Year 2024-25 is annexed herewith as ANNEXURE – B.

29. MAINTENANCE OF COST RECORDS:

The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of the Section 148 of the Act in respect of the activities carried on by the Company.

30. SECRETARIAL STANDARDS:

The Directors declared that applicable Secretarial Standards relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively, has been duly followed.

31. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of corporate governance. We believe in adherence to good corporate practices, implement policies and guidelines and develop a culture of the best management practices and compliance with the law coupled with the highest standards of integrity, transparency, accountability and ethics in all business matters to enhance and retain investor trust, long-term shareholder value and respect minority rights in all our business decisions. The Corporate Governance Report of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI Listing Regulations forms part of the Annual Report.

Corporate Governance Compliance issued by Secretarial Auditor is enclosed inThe Certificate ANNEXURE – C.

32. CORPORATE SOCIAL RESPONSIBILITY:

As the provisions of section 135 of Companies Act, 2013 dealing with Corporate Social Responsibility are applicable to the Company during the financial year, the Corporate Social Responsibility Policy of the Company is available on the website of the Company at www.vaishalipharma.com/investors/company-policy/ Further, the Corporate Social Report activities carried out for FY 24-25 forms part of the Annual Report, enclosed at ANNEXURE -D.

33. PARTICULARS OF EMPLOYEES:

No employee was employed by the Company receiving remuneration prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) and the rules framed thereunder.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5 (1) of the Rules have been appended as ANNEXURE - E to this report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year 2024 - 2025, as stipulated under Regulation 34(2)(e) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI LODR"), is presented in a separate section forming part of the Annual Report as ANNEXURE - F .

35. DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS:

Equity Shares and Share warrants of the Company are in dematerialized form with Depositories viz. NSDL and CDSL. The Equity ISIN No. allotted is INE972X01022.

The Share Warrant ISIN No. allotted is INE972X13019.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. We highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other.

The Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace. No complaints or grievances were noticed under the aforesaid policy during the period under review.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As on the date of this report, the constitution of the Internal Complaints Committee is as under:

Sr.	Name of the Member	Post of the Committee members	Designation
No.
1	Presiding Officer	Mrs. Jagruti Vasani	Whole Time Director
2	Member	Mr. Atul Vasani	Chairman & Managing Director
3	Member	Ms. Priyanka Vasani	Chief Operating Officer

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: Considering the nature of activities undertaken by the Company, above clauses of Section 134 of the Companies Act, 2013 pertaining to the Conservation of Energy, Technology absorption are not applicable to the Company. b) FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year there were foreign exchange inflow of Rs. 2991.19 lakhs (PY: Rs. 1843.44 lakhs) on account of export of goods on FOB basis and foreign outflow as follows: -

Expenditure in Foreign Currency	Current Year	Previous Year
	( in Lakhs)	( in Lakhs)
Import of Goods (on CIF basis)	433.57	182.27
Foreign Travelling	19.94	18.41
Registration Charges	22.28	2.69
Inspection Charges	0	0
Gross Total	475.79	203.37

38. INSURANCE & RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure. Your Company also faces some such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

39. MATERNITY BENEFITS:

Your Company is committed to upholding the rights and welfare of its women employees. During the year under review, the Company continued to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace environment to ensure the health, safety, and dignity of women employees during and after maternity.

40. PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

During the last three years, there were no instances of non-compliance by the Company on any matters related to the capital markets or penalties or strictures imposed by the Stock Exchange, SEBI, or any other statutory authority, except for a penalty under Schedule XIX Para (2) of the SEBI (ICDR) Regulations, 2018, amounting to 21,24,000 (including GST), and a penalty of 15,33,600 imposed by NSE for delay in the bonus issue due to the pendency of the warrant application, with the record date of 15th October 2024.

41. ACKNOWLEDGEMENTS:

The Directors thank the Companys employees, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your directors are thankful to the Vendors, Customers, Bankers, and Government together with their departments and the local authorities, Employees, Stakeholders for their valuable support and co-operation.

		For and on behalf of the Board of Directors
		Vaishali Pharma Limited
	Sd/-	Sd/-
	Atul Vasani	Jagruti Atul Vasani
	Chairman & Managing Director	Whole-time Director
	DIN:- 02107085	DIN: 02107094
Date: 11th August, 2025
Place: Mumbai