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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

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Directors Report of Pharmaids Pharmaceuticals Ltd.

Mar 31, 2025

The Board of Directors ("Board") presents the 36^th Annual Report of your Company together with the
Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,
2025.

FINANCIAL SUMMARY OF YOUR COMPANY:

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

The Company''s Standalone and Consolidated Financial results for the year ended March 31, 2025, is
summarised below:

	Standalone		Consolidated
Particulars	For the year ended March 31		For the year ended March 31
	2025	2024	2025	2024
Total revenue	335.98	82.27	1,955.14	1,599.03
Total expenses	1,194.68	690.95	3,673.29	3079.36
Profit before exceptional items and tax	(858.70)	(608.67)	(1,718.15)	(1480.33)
Exceptional items	-	-	(9.78)	(81.81)
Profit before tax and share of profits of associates	(858.70)	(608.67)	-	-
Prior period share of profit/interest form Associate
Profit before tax	(858.70)	(608.67)	(1,727.93)	(1,562.14)
Tax expenses	(130.78)	(113.69)	(377.41)	(377.82)
Net profit for the year	(727.92)	(494.98)	(1,350.51)	(1,184.31)
Net profit attributable to the Shareholders of the Company	-	-	(1,077.66)	(796.80)
Net profit attributable to the non-controlling interest	-	-	(272.85)	(387.51)
Other comprehensive income	0.70	-	2.05	(32.00)
Total comprehensive income for the year	(727.22)	(494.98)	(1,348.47)	(1,216.31)
Total comprehensive income attributable to the Shareholders of the Company	-	-	(1,075.62)	(808.75)
Total comprehensive income attributable to the non-controlling interest	-	-	(272.84)	(407.55)
Basic and diluted EPS (in Rs)	(2.06)	(2.18)	(3.05)	(3.56)

1. The figures for the previous periods have been regrouped / reclassified wherever considered necessary to correspond
with the current year''s classification/disclosure.

2. There has been no change in nature of business of your Company.

On a Standalone basis, your Company''s revenue from operations stood at Rs. 335.98 Lakhs in the
financial year 2024-25, as against Rs. 82.27 Lakhs in the corresponding previous period.

On a Consolidated basis, your Company''s revenue from operations stood at Rs. 1,955.14 Lakhs in the
financial year 2024-25, as against Rs. 1,599.03 Lakhs in the corresponding previous period.

Highlights of Company''s performance are covered in detail in the Management Discussion and Analysis
Report (MD&A), included in this Annual Report as required under Schedule V of the Listing Regulations,
2015.

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on the equity shares of
the Company for the financial year ended March 31, 2025.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of your Company
which have occurred between the end of the financial year 2024-25 and the date of this report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force)
from the public or the members and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the Balance Sheet.

SHARE CAPITAL

During the year under review, pursuant to approval of the Shareholders through postal ballot passed
on March 24, 2025, the authorised share capital of the Company was increased from Rs.
45,00,00,000/- (Rupees Forty Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakh) Equity
Shares of Rs. 10/- (Rupee Ten Only) each to Rs.1,01,00,00,000/- (Rupees One Hundred and One Crores
Only) divided into 10,10,00,000 (Ten Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupee Ten Only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs.35,26,78,120/- (Rupees
Thirty Five Crore Twenty Six Lakh Seventy Eight Thousand One Hundred Twenty Only) comprising
3,52,67,812 equity shares of 10/- each.

There were no changes carried out in the capital structure of the company during the year under
review.

DETAILS OF MATERIAL EVENTS DURING THE YEAR

a) Strategic Reassessment and Proposed Divestment of Land Assets:

As part of its long-term organic growth strategy, your Company had purchased 3.45 Acres of land
situated at Manchakalkuppe Village, Urdagere Hobli, Tumkur Taluk, Tumkur District vide approval of
the Board dated May 22, 2023 and February 12, 2024 with the intent to establish Pharmaceuticals
Manufacturing, Biopharma, Research & Development Unit and Contract Research and Manufacturing
Services (CRAMS) Facilities.

However, due to financial prudence and evolving market dynamics that have led to delays in project
execution, the Company has reassessed its priorities to maintain liquidity and operational efficiency.
In light of this, the Board has proposed the monetization of the said land parcel through its sale for a
consideration of Rs.16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh only) to Dr. S. N. Vinaya Babu,
Chairman and Non-Executive & Non-Independent Director of the Company.

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations, and applicable rules,
shareholders'' approval for the transaction was obtained through Postal Ballot on March 24, 2025.

As on the date of this Report, the ownership of the land parcels continues to remain with the Company.
The proposed transaction is being carefully phased out to align with the Company''s cash flow
management strategy and to ensure value optimization in the best interests of all stakeholders.

b) Change in Management Control - Open Offer updates:

Dr. S. N. Vinaya Babu, Chairman and Non-Executive & Non-Independent Director of the Company
(''Acquirer''), has entered into the Share Purchase Agreement (''SPA'') with two existing public
shareholders of the Company (''Sellers''), for the purchase of 3,27,085 equity shares representing 0.93%
of the total paid-up share capital of the Company.

Consequent to execution of the SPA, the Acquirer along with Tumkur Trade Center Private Limited
(''Person Acting in Concert'') (''PAC'') has given an open offer to the public shareholders of our Company
in terms of Regulation 5 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
The open offer started on August 04, 2025 and was completed on August 18, 2025.

Upon completion of the open offer, the Acquirer, along with the PAC, will be classified as the
Promoter/Promoter Group of the Company and few existing members of Promoter and Promoter
group will be classified into Public category, in terms of the Regulation 31A(10) of Listing Regulations,
2015. Thus, the Acquirer will acquire control over the management and affairs of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report
for the year under review is presented as a separate section forming part of the Annual Report. The
Audit Committee has reviewed the said Management Discussion and Analysis Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the applicable provision of the section 186 of the Act during the year
under review. The details of loans given, guarantees provided and investments made, as required
under the said section, are disclosed in the Notes to the Financial Statements.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company has following subsidiaries as on March 31, 2025:

Adita Bio Sys Private Limited¹

Anugraha Chemicals ("Partnership Firm")

Siri Labvivo Diet Private Limited²Spring Labs ("Partnership Firm")²

¹Material unlisted subsidiary of the Company as per Listing Regulations, 2015.

²Siri Labvivo Diet Private Limited and Spring Labs are the subsidiaries of Adita Bio Sys Private Limited.

During the year under review, the Company acquired an additional 12.5% partnership interest in
Anugraha Chemicals (''Firm''), thereby increasing its total partnership interest to 66.50%.

On July 10, 2025, the Company entered into an enabling agreement to sell its entire partnership stake
in Anugraha Chemicals for a consideration of Rs. 10,50,00,000/- (Rupee Ten Crore Fifty Lakh Only) to
Mr. Sourabh Hadimani ("existing partner of the firm") or his nominee. The consideration is subject to
customary adjustments for loans, capital contributions, interest, and employee dues. The Company
has obtained shareholders'' approval for the said transaction through postal ballot passed on August
14, 2025. Upon completion of the transaction, Anugraha Chemicals will cease to be a material
subsidiary, and the Company shall no longer have any rights, obligations, or involvement in the Firm''s
affairs.

Our Company in accordance with Section 129(3) of the Act prepared Consolidated Financial
Statements of the Company and all its subsidiaries which forms part of the Report. Further, the report
on the performance and financial position of each subsidiary and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed to this Report, as Annexure ''A''.

In terms of the requirement of Section 136 of the Act, the Financial Statements of each of the
subsidiary companies are available on the Company''s website www.pharmaids.com. The physical
copies of annual Financial Statements will be made available to the Members of the Company upon
request.

The Company does not have any Joint-Venture or Associate Companies nor ceased to be joint venture
or associate Company within the meaning of Section 2(6) of the Companies Act, 2013. During the year
under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no
material change in the nature of the business of the subsidiaries.

The Policy for determining material subsidiaries is available on the Company''s website i.e.
http://www.pharmaids.com/policies.html

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

Information as required to be given under section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out hereunder:

a. Conservation of Energy

Steps taken or impact on conservation of energy

We recognize that sustainable practices are essential for creating long-term value for our stakeholders
and clients. While no major steps have been taken during the year specifically towards conservation
of energy, the Company continues to remain conscious of energy usage in its operations. Basic

measures such as regular maintenance of equipment and creating awareness among employees
towards responsible energy consumption are being followed. The Company remains committed to
identifying and implementing energy conservation initiatives as it scales its operations.

Step taken by the Company for utilising alternate source of energy

At present, the Company has not undertaken any specific initiatives towards the use of alternate
sources of energy. Your Company is committed to generate a positive environmental impact while
delivering lasting value to our investors. The Company remains open to exploring various available
options in the future with an aim to promote environmental sustainability and reduce dependency on
conventional energy sources.

Capital Investment on energy Conservation equipment:

No specific investments have been made during the year in equipment dedicated to energy
conservation, the Company continues to promote sustainable practices and foster energy-conscious
behaviour among employees. Efforts remain ongoing to conserve energy and minimize the
environmental footprint through operational awareness and efficient resource management.

b. Technology Absorption

The efforts made towards technology absorption and the benefits derived like product
improvement, cost reduction, product development or import substitution.

At present, the Company has not undertaken any significant activities in relation to technology
absorption. Consequently, no specific benefits in terms of product improvement, cost reduction,
product development, or import substitution have been realized during the year. However, the
Company remains committed to exploring and adopting relevant technological advancements in the
future, in line with industry developments and operational requirements.

In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)

The Company has not imported any technology during last three years.

The expenditure incurred on Research and Development

The Company has not incurred any expenditure on Research and Development during the year under
review.

c. Foreign Exchange Earnings and Outgo

Particulars	2025	2024
Foreign exchange earnings	-	-
Foreign exchange outgo	-	-

Your Company place on record their deep appreciation for the contribution made by the employees of
the Company at all levels. A Note on Human Resources is provided in the Management Discussion and
Analysis ("MD&A") Report, which forms part of this Report.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as Annexure ''C''.

The statement showing the names of the top ten employees in terms of remuneration drawn for the
year ended March 31, 2025, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as annexed with this report as Annexure ''D''

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, and Rules made thereunder, the Company has in place a policy
which mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. The Company has constituted "Internal Complaints Committee" to redress and resolve any
complaints arising at respectable workplace.

Following are the details of the complaints received by your Company during FY 2024-25.

Particulars
Number of complaints of sexual harassment received in the year;	Nil
Number of Complaints disposed off during the year	Nil
Number of cases pending for more than 90 days	Nil

The Policy on Non-discrimination and Prevention of Sexual Harassment (POSH) is available on the
Company''s website at http://www.pharmaids.com/policies.html

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

As on the March 31, 2025, our Company''s Board has seven (7) members comprising of two Executive
Directors including one Woman Director, two Non-Executive & Non-Independent Directors and three
Independent Directors. The details of Board and Committee composition, tenure of Directors, and
other details are available in the Corporate Governance Report, which forms part of this Annual
Report.

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Dr. S N
Vinaya Babu (DIN: 01373832), Non-executive and Non-Independent Director, retires by rotation at the
ensuing Annual General Meeting (''AGM'') and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment. The brief particulars and expertise of Dr. S N Vinaya Babu
who is seeking re-appointment together with Directorships and Committee memberships held by him
in other companies have been given in the annexure to the Notice of the AGM.

The terms and conditions of appointment of the Independent Directors are in compliance with the
provisions of the Companies Act, 2013 and are placed on the website of the Company
www.pharmaids.com

The following appointments, re-appointments and resignations were made in the Board of Directors,
Key Managerial Personnel and Senior Management of the Company:

a. Re-appointment to the Board

During the year, the Members approved the Re-appointment of Mr. Venu Madhava Kaparthy (DIN:
00021699) and Ms. Mini Manikantan (DIN: 09663184) as a Wholetime Directors designated as an
Executive Directors for a second consecutive term of three years from May 21, 2025 and July 09, 2025
respectively.

b. Independent Directors

Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, approval of the Members is being sought by way of a Special Resolution at the
ensuing Annual General Meeting for the continuation of Mr. P. N. Vijay as an Independent Director
beyond July 17, 2026, as he will be attaining the age of 75 years.

All the Independent Directors of the Company have given their declarations to the Company under
Section 149(7) of the Act, that they meet the criteria of independence as provided under Section
149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations. There has been no change
in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required to discharge their duties with an objective of
an independent judgment and without any external influence. List of key skills, expertise and core
competencies of the Board, including the Independent Directors, forms a part of the Corporate
Governance Report of this Annual Report.

c. Key Managerial Personnel

As on date of this report following are the Key Managerial Personnel of your Company, in terms of
Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

â¢ Mr. Venu Madhava Kaparthy - Whole-time Director

â¢ Ms. Mini Manikantan - Whole-time Director

â¢ Mr. Balagangadhara B C - Chief Financial Officer

â¢ Mr. Prasanna Subramanya Bhat - Company Secretary and Compliance Officer

Changes in the Key Managerial Personnel during the FY 2024-25 and up to the date of this report are
outlined below:

â¢ Mr. Kaushik Kumar resigned from the position as Company Secretary, Compliance Officer and Key
Managerial Personnel of the Company with effect at the close of business hours on August 14, 2024.
Mr. Kaushik Kumar has stated in his Letter of Resignation dated August 05, 2024, that he is resigning

from the said position due to personnel reasons and that there are no other material reasons for
his resignation.

â¢ The Board based on the recommendations of the Nomination and Remuneration Committee,
appointed Mr. Prasanna Subramanya Bhat as Company Secretary, Compliance Officer and Key
Managerial Personnel of the Company, with effect from August 14, 2024.

â¢ Dr. S Prasad resigned from the position as Chief Executive Officer and Key Managerial Personnel of
the Company with effect at the close of business hours on August 07, 2025, due to his personal
reasons. The Board expressed its sincere appreciation for his contributions made to the Company.

d. Senior Management Personnel (''SMP'')

In terms of the Listing Regulations, the Nomination and Remuneration Committee has identified the

following officers as Senior Management Personnel:

Sl. No	Name	Designation
1	Mr. Balagangadhara B C	Chief Financial Officer
2	Mr. Prasanna Subramanya Bhat*	Company Secretary and Compliance Officer
3	Dr. Sidde Gowda**	Vice President - Operations
4	Dr. Jagadeesh M**	Vice President - Discovery Services
5	Mr. Shivananda Murthy**	Chief Information Officer

Note: Dr. S Prasad resigned from the position as Chief Executive Officer of the Company with effect at
the close of business hours on August 07, 2025. Mr. Kaushik Kumar resigned from the position as
Company Secretary and Compliance Officer of the Company with effect at the close of business hours
on August 14, 2024.

*Appointed as Company Secretary and Compliance Officer w.e.f August 14, 2024.

**Appointed and Designated as SMP by the Board and Nomination and Remuneration Committee
w.e.f August 07, 2025.

Other than the above, there were no appointment, re-appointments or resignations in the Board, Key
Managerial Personnel and Senior Management of the Company for the year ended March 31, 2025
and up to the date of this report.

Code of Conduct

The Company has laid down a Code of Conduct for all Board members and senior management
personnel.

All the Board members and senior management personnel have confirmed compliance with the code.
A declaration to that effect signed by the Whole-time Director of your Company for the year ended
March 31, 2025, forms part of this Annual Report.

Board and Committee Constitution

The current policy is to have an appropriate mix of Executive and Non-Executive Directors to maintain
the Independence of the Board and separate its functions of governance and management.

The details of the constitution of the Board and the Committees, the terms of reference, meetings held
and the attendance of each Directors etc., are detailed in the Corporate Governance Report which
forms part of this Annual Report.

Meeting of the Board/ Committees

The Board met 05 (Five) times during the year under review. Only in case of special and urgent
business, if the need arises, the Board''s / Committee''s approval is obtained by passing resolutions
through circulation as permitted by law. All the Board Meetings and Committee Meetings were held in
accordance with the guidelines issued by the Ministry of Corporate Affairs (''MCA'') and by Securities
Exchange and Board of India (''SEBI'') and details of the same are provided in the Corporate Governance
Report.

The intervening gap between any two meetings is within the period prescribed by the Act read with
Listing Regulations.

Board Diversity

Your Company values each stakeholder and appreciates their unique differences. The Board Diversity
Policy, aligned with legal requirements, emphasizes inclusion of women director besides recognizing
other forms of diversity, including but not limited to gender, age, cultural and educational background,
ethnicity, professional experience, skills and knowledge, networking, value addition and
representation of stakeholders. The Nomination & Remuneration Committee has formulated a
separate policy on Board Diversity.

The policy on Board diversity is available on the Company''s website at www.pharmaids.com

Board 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 Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors
on the basis of criteria such as the board composition and structure; degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance practices,
participation in the long term strategic planning, etc.); effectiveness of board processes, information
and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its
Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and the Chairman of the Company was evaluated, taking into account the views of
the Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
Directors on the basis of 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 within and outside the meetings, etc. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.

The Company has an effective mechanism for succession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration
Committee implements this mechanism in concurrence with the Board.

Company Policy on Board''s Appointment & Remuneration

The policy of the Company on Directors'' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a Director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on
http://www.pharmaids.com/policies.html

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for
Directors, Key Managerial Personnel and Other Employees, pursuant to the provisions of the Act and
the Listing Regulations.

The salient features of the Policy are:

â¢ To enable the Company to provide a well-balanced and performance-related compensation
package, taking into account shareholder interests, industry standards and relevant Indian
corporate regulations.;

â¢ To ensure that the interests of Board members & senior executives are aligned with the business
strategy and risk tolerance, objectives, values, and long-term interests of the company and will be
consistent with the "pay-for performance" principle.

â¢ To ensure that remuneration to directors, KMP and senior management employees of the Company
involves a balance between fixed and incentive pay reflecting short- and long term performance
objectives appropriate to the working of the Company and its goals.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the
company, the Board of Directors, to the best of its knowledge confirms that:

â¢ In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;

â¢ 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 as at March 31, 2025 and of the profit and loss of the company for
that period;

â¢ The directors have taken proper and sufficient care 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;

â¢ The directors have prepared the annual accounts on a going concern basis;

â¢ 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; and

â¢ The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to your Company''s policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial disclosures.

The Whole-time Director and Chief Financial Officer Certificate, forming part of the Corporate
Governance Report, confirms the existence and effectiveness of internal controls and reiterate their
responsibilities to report deficiencies to the Audit Committee and rectify the same.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of
Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), mandated by the Institute
of Company Secretaries of India on Board Meetings and General Meetings.

RISK MANAGEMENT

Risk management is embedded in the Company believes that risk resilience is the key to achieve long
term sustainable growth. Business Risk Evaluation and Management is an ongoing process within the
Organization. In Compliance with the provisions of the Companies Act, 2013 and Listing Regulations,
your Company has a robust Risk Management Framework to identify, monitor and minimize risks as
also identify business opportunities. The Audit Committee has additional oversight in the area of
financial risks and controls.

At present, the Company has not identified any element of risk which may threaten the existence of
the Company.

Further as per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during
the Financial Year under review.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for
Directors and Employee to report genuine concerns in compliance of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

consultants, vendors, suppliers, dealers, customers and contractors working for and/ or on behalf of
any of the Group entities are covered under the Whistle-blower policy.

The details of complaints received / disposed/ pending during the year ended March 31, 2025.

Particulars
No of Complaints of received in the year	Nil
No of Complaints disposed off during the year	Nil
No of cases pending as on March 31, 2025	Nil

The Vigil Mechanism and Whistle-blower policy is available on the Company''s website and can be
accessed at http://www.pharmaids.com/policies.html

CODE OF PREVENTION OF INSIDER TRADING

In accordance with Securities and Exchange Board of India amended the Prohibition of Insider Trading
Regulations, 2015, prescribing various new requirements and in line with the amendments, your
Company has adopted an amended Code of Conduct to regulate, monitor and report trading by
Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price sensitive information and has been made
available on the Company''s website at http://www.pharmaids.com/policies.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a well-defined and structured governance process for related party transactions
undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the
Company has formulated a Policy on Related Party Transactions. During the year under review, the
Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The
Policy can be accessed on the Company''s website at http://www.pharmaids.com/policies.html

During the year under review, all related party transactions entered into by the Company and its
subsidiaries, were approved by the Audit Committee and were at arm''s length and in the ordinary
course of business. Further, the details of the actual transactions entered into by the Company against
such approval, is placed before the Audit Committee, periodically. For the year ended March 31, 2025,
the Company has taken shareholders'' prior approval for entering into existing as well as new material
related party transactions.

Further, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is annexed Annexure ''B''.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual
Report. The Company has not entered into any materially significant related party transactions with
its Directors, or Management, or relatives, etc. that may have potential conflict with the interests of
the Company at large.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required
to be transferred to Investor Education and Protection Fund (IEPF).

ANNUAL RETURN

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2025, in the
prescribed format is available on the Company''s website at www.pharmaids.com

AUDITORS AND AUDITORS'' REPORT

Statutory Auditor - M/s. PPKG & Co., Chartered Accountants

M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S), who have been reappointed
at the 34^th Annual General Meeting of the Company held on 22^nd September 2023 to hold office for a
term of 5 years i.e., till the conclusion of the 39^th Annual General Meeting of the Company.

M/s PPKG & Co, Chartered Accountants has confirmed their eligibility and provided consent for their
continuance as the Statutory Auditor of the Company and also in terms of the Listing Regulations, the
Statutory Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.

The Auditors'' Report does not contain any qualification, reservation, adverse remark, or disclaimer.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not
call for any further comments.

Internal Auditor - T N Raghavendra, Practicing Chartered Accountant.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts)
Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have reÂ¬
appointed Mr. T N Raghavendra, Practicing Chartered Accountant as an Internal Auditor of the
Company on such terms and conditions as mutually agreed upon between Mr. T N Raghavendra,
Chartered Accountant and the Company, to carry out the internal audit function for financial year
2025-26.

Secretarial Auditor - Mr. Kashinath Sahu, Sole Proprietor of M/s Kashinath Sahu & Co., Practicing
Company Secretary.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board
re-appointed Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co., Practising, Company
Secretaries (Certificate of Practice No. 4807; FCS No. 4790), to undertake the Secretarial Audit of your
Company for the financial year 2024-25. In terms of Section 204 of the Act and the Report given by the
Secretarial Auditor in the prescribed Form MR-3 forms an integral part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to your approval
being sought at the ensuing AGM, Mr. Kashinath Sahu, sole proprietor of M/s Kashinath & Co.,
Practising, Company Secretaries (Certificate of Practice No. 4807 ; Peer reviewed certificate no.
2957/2023) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of the
Company for a term of five (5) consecutive financial years from 2025-26 to 2029-30. Secretarial Auditor
have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible
to hold office as Secretarial Auditor of the Company.

The provisions relating to appointment of cost auditor and maintenance of Cost records under Section
148 of Companies Act, 2013 are not applicable to the Company.

ESOP/ESPS DISCLOSURES:

During the year under review, the Company obtained shareholders'' approval through a postal ballot
dated March 24, 2025, to extend the benefits of the "Pharmaids Pharmaceuticals Limited - Employee
Stock Option Scheme - 2024" and the "Pharmaids Pharmaceuticals Limited - Employee Stock Purchase
Scheme - 2024" ("Schemes") to eligible employees (existing or future) of its Subsidiary(ies) and/or
Associate(s) (existing or future). There has been no change to either schemes during the financial year.

A statement giving complete details as at the year ended March 31, 2025, under the provisions of the
Companies Act, 2013 and the Rules made thereunder and in terms of regulation 14 of the Securities
and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021
(SBEB Regulations) is provided on the website of the Company http://www.pharmaids.com.

The said schemes are in compliance with the SBEB Regulations and there were no material changes
in the schemes during the year. The same can be accessed at http://www.pharmaids.com

The grants under the Schemes are further subject to necessary statutory approvals and would be made
in conformity with the applicable laws. No shares/options were awarded to employees under the said
scheme during the FY 2024-25.

M/s Kashinath Sahu & Co., Practicing Company Secretaries, Secretarial Auditor of the Company for FY
2024-25, has issued a certificate confirming that the Schemes has been implemented in accordance
with the SBEB Regulations and the shareholders'' resolution. A copy of the certificate will be available
for electronic inspection by the members during the 36^th AGM of the Company.

OTHER DISCLOSURES AND AFFIRMATIONS:

The following disclosures are made to the extent applicable to the Company for the year ended
March 31, 2025:

â¢ The recommendations made by all the Committees of the Board including Audit Committee and
which requires the Board approval and adoption were duly adopted and approved by the Board.

â¢ The Company has complied with the provisions of the Maternity Benefit Act, 1961, during the
financial year.

â¢ The financial results for the year ended March 31, 2025 do not contain any false or misleading
statement or figures and do not omit any material statements which may make the statements or
figures contained therein misleading.

â¢ Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of
fraud committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Act.

â¢ There was no instance of one-time settlement with any bank or financial institution.

â¢ There were no proceedings, either filed by the Company or against the Company, pending under
the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other
court.

â¢ There were no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations in future.

â¢ The Company has formulated a policy on maintaining and preserving timely and accurate records
uploaded on the website of the Company. The same is available on the website of the Company at
www.pharmaids.com

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed
services by all the employees of the Company. The Board of Directors would also like to express their
sincere appreciation for the assistance and co-operation received from the financial institutions, banks,
government and regulatory authorities, stock exchanges, customers, vendors and members during the
year under review and look forward to their continued support in the future.

Sd/- Sd/-

Dr. S N Vinaya Babu Venu Madhava Kaparthy

Chairman and Non-Executive & Whole Time Director

Non-Independent Director

Bengaluru (DIN: 01373832) (DIN: 00021699)

August 21, 2025

Mar 31, 2024

The Board of Directors ("Board") presents the 35^th Annual report of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The Company''s Standalone and Consolidated Financial results for the year ended March 31, 2024, is summarised below:

	(All Amounts	in INR Lakhs unless otherwise specified)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	March 31		March 31
	2024	2023	2024	2023
Total revenue	82.27	-	1,599.03	-
Total expenses	690.95	990.76	3,161.16	990.76
Profit before exceptional items and tax	(608.67)	(990.76)	(1,562.14)	(990.76)
Exceptional items	-	-	-	-
Profit before tax and share of profits of associates	(608.67)	(990.76)
Prior period share of profit/interest form Associate
Profit before tax	(608.67)	(990.76)	(1,562.14)	(990.76)
Tax expenses	(113.69)	(235.20)	(377.82)	(235.20)
Net profit for the year	(494.98)	(755.57)	(1,184.31)	(755.57)
Net profit attributable to the Shareholders of the Company			(796.80)	(755.57)
Net profit attributable to the noncontrolling interest		-	(387.51)	â
Other comprehensive income	-	-	(32.00)	3.48
Total comprehensive income for the year	(494.98)	(755.57)	(1,216.31)	(752.09)
Total comprehensive income attributable to the Shareholders of the Company			(808.75)	(752.09)
Total comprehensive income attributable to the non-controlling interest		-	(407.55)
Basic and diluted EPS (in Rs)	(2.18)	(5.86)	(3.56)	(5.83)
Notes: The figures for the previous periods have been regrouped / reclassified wherever considered necessary.

PERFORMANCE REVIEW

On a Standalone basis, your Company''s revenue from operations stood at Rs. 82.27 Lakhs in the financial year 2023-24, as against nil in the corresponding previous period.

On a Consolidated basis, your Company''s revenue from operations stood at Rs. 1,599.03 Lakhs in the financial year 2023-24, as against nil in the corresponding previous period.

Highlights of Company''s performance is covered in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

DIVIDEND

The Board of Directors of the company has not recommended any dividend on the equity shares of the company for the financial year ended 31^st March 2024.

TRANSFER TO RESERVES

During the Financial Year 2023-24, no amount has been transferred to any reserves.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public orthe members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

SHARE CAPITAL

Authorised share capital of the company as on March 31, 2024, is Rs.45,00,00,000/- (Rupees Forty-Five Crores only) divided into 4,50,00,000 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.35,26,78,120/- (Rupees Thirty-Five Crore Twenty-Six Lakh Seventy-Eight Thousand One Hundred and Twenty) divided into 3,52,67,812 Equity shares of Rs.10/- each.

During the year under review, the company had issued shares for consideration other than cash through preferential allotment and converted outstanding warrants into equity shares, as a result of which the capital of the company was increased as follows:

a. Increase in Authorized Share Capital of the Company

In order to facilitate the future requirements, if any, of the Company, pursuant to approval of the Shareholders at the Extraordinary General Meeting held on January 31, 2024, increased the Authorized Share Capital of the Company from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupee Ten Only) each to Rs. 45,00,00,000/- (Rupees Forty-Five Crores Only) divided into 4,50,00,000 (Four Crores Fifty Lakh) Equity Shares of Rs. 10/- (Rupee Ten Only) each.

b. Allotment of Equity Shares

During the Financial Year 2023-24, the total issued and paid-up equity share capital of the Company has been increased from Rs.21,48,62,340/- to Rs.35,26,78,120/- pursuant to the allotment of 1,37,81,578 Equity Shares.

During the Financial Year 2023-24, after obtaining necessary approvals, the Company issued and allotted:

i) 9,25,000 Equity Shares (consequent to the conversion of 9,25,000 share warrants allotted on October 13, 2022) having face value of Rs.10/- each at a premium of Rs.5/- each on preferential basis. Afterthe said conversion, there are no othershare warrants outstanding for conversion. Consequently, the Equity Share Capital of the Company stood at Rs.22,41,12,340/-.

ii) Preferential Issue:

1,28,56,578 Equity Shares of the Company having a Face Value of Rs.10/- (Rupee Ten Only) each at a price of Rs.40.87/- (Rupees Forty and Eighty Seven Paise only) per Equity Share (including a premium of Rs.30.87/- (Rupees Thirty and Eighty Seven Paise Only) per share on March 02, 2024 to shareholders of Adita Bio Sys Private Limited ("Adita") for consideration other than cash [i.e. swap of shares of Adita Bio Sys Private limited towards full payment of the total consideration payable for the acquisition of 36,73,308 Shares representing 99.86% shareholding of the Adita] on a Preferential Issue basis pursuant to the approval of the Shareholders in Extra Ordinary General Meeting held on January 31, 2024. After the issue, the Equity Share Capital of the Company stood at Rs.35,26,78,120/-(Rupees Thirty-Five Crores Twenty-Six Lakh Seventy-Eight Thousand One Hundred and Twenty Only).

During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities.

DETAILS OF MATERIAL EVENTS DURING THE YEAR

a) Additional investment in Anugraha chemicals ("The Firm"):

The company had acquired 25.50% partnership interest in Anugraha Chemicals during the financial year 2022-23. Further pursuant to the approval of the Board, the company has acquired additional 28.50% partnership interest in the said firm totalling to 54.00% partnership interest as on date of this annual report.

b) Acquisition of99.86% stake in Adita Bio Sys Private Limited. ("Adita")

As a part of in-organic growth your company and in line with strategy to grow and with the aim of expanding market share company has identified Adita as one of the potential strategic targets.

Adita is a Private Limited Company established in 2015, having a state of art Laboratory Animal House Facility spanning over approximately 32,000 sq. ft, at an industrial area in Tumkur, Bengaluru, Karnataka. Adita is an independent CRO providing integrated Nonclinical studies and other regulatory services as per GLP principles. Adita is in the process of undergoing GLP Audit from the relevant authorities.

The company after carrying out extensive due diligence and as per approval of the Board of Directors and shareholders has issued, offered and allotted 1,28,56,578 Equity shares having face value of Rs. 10/- each at a premium of Rs. 30.87/- (Rupees Thirty and Eighty-Seven Paise Only) to the shareholders of Adita being a full consideration discharged by the company for the acquisition 36,73,308 Equity shares representing 99.86% stake in Adita in accordance with the provisions of the Companies Act, 2013 and ICDR Regulations, as amended from time to time and other applicable laws.

c) Change in Object Clause of the Memorandum of Association of the company.

d) Change in business line of the company.

The Board and Members of the Company at their meetings held on 06^th January 2024 and 31^stJanuary 2024 respectively approved for substitution of the Existing Object Clause of the Memorandum of Association (the "MOA") with the new clauses which are necessary for furtherance of the business of the Company. The new line of business for the Company falls within the domain of Contract Research and Manufacturing Services (CRAMS). Additionally, the company will be involved in various activities such as product discovery, research, development, manufacturing, testing, and analytical services. These services encompass nonclinical and clinical research, innovation services, and other related activities within the biotechnology, pharmaceuticals, devices, nutritional products, and similar domains.

The expected benefits of venturing into the new line of business encompass Diversification of Revenue Streams, Enhanced Market Presence, Innovation and Research Opportunity, Strategic Collaboration, Increased Client Base and Long-Term Growth Potential. These anticipated benefits reflect the strategic decision to explore and participate in a multifaceted range of activities within the CRAMS and Research domains.

e) Acquisition of Land Parcels

Your Company to achieve its vision and mission have been exploring the growth opportunities in both ways i.e., Organic and Inorganic. As a part of Organic Growth, the Company has planned to setup Pharmaceuticals Manufacturing, Research & Development Unit and Contract Research and Manufacturing Services Facilities ("Facilities").

â¢ Further, Your Company has acquired additional 28.50% of partnership interest in Anugraha Chemicals totalling to 54.00% partnership interest during year under review. By virtue of the same, Anugraha Chemicals has become subsidiary of the company as per Ind AS and hence being considered for consolidation of financials only.

Pursuant to Section 129 (3) of the Act read with rules framed thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

A separate statement containing the salient features of the financial performance of the subsidiaries and associates for the Financial Year 2023-24 in the prescribed form AOC-1 is annexed to the Board''s Report as Annexure - A and forms a part of this report. The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at www.pharmaids.com and also forms an integral part of the Annual Report.

The Company has following subsidiaries as on 31^st March 2024:

Material Subsidiaries¹

Adita Bio Sys Private Limited

Anugraha Chemicals ("Registered Partnership Firm")

Step Down Subsidiaries²

Siri Labvivo Diet Private Limited

Spring Labs ("Registered Partnership Firm")

The Company has following subsidiaries as on 31^st March 2024:

Material Subsidiaries³

Adita Bio Sys Private Limited

Anugraha Chemicals ("Registered Partnership Firm")

Step Down Subsidiaries⁴

Siri Labvivo Diet Private Limited Spring Labs ("Partnership Firm")

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure - B forming part of Board''s Report.

EMPLOYEE STOCK OPTION PLAN AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review, the Company has introduced "Pharmaids Pharmaceuticals Limited - Employee Stock Option Scheme 2024" & "Pharmaids Pharmaceuticals Limited -Employee Stock Purchase Scheme 2024" ("the Schemes"). Both the schemes were approved on January 06, 2024 by Borad of Directors and on January 31, 2024 by shareholders by passing Special Resolution. Board of directors has reserved 25,00,000 options and 30,00,000 equity shares under these schemes respectively for employees which will be granted at the price and terms as per the proposal by NRC committee and subject to the approval from the Board of Directors from time to time.

The grants under the Schemes are further subject to necessary statutory approvals and would be made in conformity with the applicable laws. No shares were awarded to employees under the Scheme during the FY 2023-24.

Disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, are uploaded on the website of the Company at www.pharmaids.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company places on record their deep appreciation for the contribution made by the employees of the Company at all levels. A Note on Human Resources is provided in the Management Discussion and Analysis ("MDA") Report, which forms part of this Report.

a. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-C.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at compliance@pharmaids.com

b. Prevention of Sexual Harassment at workplace

The Company is committed to provide a safe and conducive work environment to all its employees and associates. In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules

made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted "Internal Complaints Committee" to redress and resolve any complaints arising at respectable workplace.

The details of complaints received / disposed/ pending during the year ended March 31, 2024.

Particulars
No of Complaints of sexual harassment received in the year	Nil
No of Complaints disposed off during the year	Nil
No of cases pending as on March 31, 2024	Nil

The Policy on Non-discrimination and Prevention of Sexual Harassment (POSH) is available on the Company''s website at http://www.pharmaids.com/policies.html

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:

During the year under review, the following appointments, re-appointments and resignations were made in the Board of Directors, Key Managerial Personnel and Senior Management of the Company:

a. Appointments/ Inductions to the Board

The Shareholders in their 34^th Annual General Meeting held on September 22, 2023, approved the appointment of Mr. Shreedhara Shetty (DIN: 02776638), as a Non-Executive, Non -Independent Director (liable to retire by rotation) of the Company with effect from August 29, 2023.

The Shareholders in their 01^st Extraordinary General Meeting for the financial year 2023-24 held on January 31, 2024, approved the appointment of Dr. Shankarappa Nagaraja Vinaya Babu (DIN: 01373832), as a Director (Under the category of Non-Executive Non-Independent) (Not liable to retire by rotation) and Chairman of the Company with effect from January 31, 2024.

b. Re-appointment to the Board

The Board in its meeting held on August 28, 2024, based on the recommendation of the Nomination and Remuneration Committee, recommended to the Shareholders to consider reappointment of Mr. Shreedhara Shetty (DIN: 02776638) as Non-Executive & Non-Independent Director liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company. The necessary resolution seeking the approval of the Shareholders to re-appoint Mr. Shreedhara Shetty forms part of the Notice of the Annual General Meeting.

The brief particulars and expertise of Mr. Shreedhara Shetty seeking re-appointment have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

c. Resignation from the Board

Mr. Venkata Rao Sadhanala (DIN:02906370) resigned as Non-Executive and Non-Independent Director of the Board with effect from August 29, 2023. The Company has received confirmation from Mr. Venkata Rao Sadhanala stating that he is resigning from the Board due to professional reasons and that there are no other material reasons for his resignation. Consequently, he ceased to be the member of the Nomination and Remuneration Committee of the Board. The Board and the Management places on record their sincere appreciation for the valuable contributions to the Company''s success and the assistance and guidance provided by Mr. Venkata Rao Sadhanala during his tenure as a Member of the Board/ Committees of the Company.

d. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details of change in Key Managerial Personnel of the Company are:

â¢ Dr. S Prasad, Chief Executive Officer, (effective from January 06, 2024)

â¢ Mr. Kaushik Kumar, Company Secretary & Compliance Officer (up to August 14, 2024)

â¢ Mr. Prasanna Subramanya Bhat, Company Secretary & Compliance Officer, (effective from August 14, 2024)

Mr. Kaushik Kumar, Company Secretary & Compliance Officer of the Company resigned and is relieved from the services of the Company with effect from closing of business hours of August 14, 2024. Mr. Kaushik Kumar has stated in his Letter of Resignation dated August 05, 2024, that he is resigning from the position of Company Secretary & Compliance Officer due to personnel reasons and that there are no other material reasons for his resignation.

The Board based on the on the recommendations of the Nomination and Remuneration Committee, appointed Dr. S Prasad as a Chief Executive Officer and Mr. Prasanna Subramanya Bhat as Company Secretary & Compliance Officer of the Company.

e. Senior Management Personnel

In terms of the Listing Regulations, the Company has identified the "Senior Management Personnel" which comprise all the Key Managerial Personnel of the Company excluding the Board of Directors and includes the Chief Executive Officer, the Chief Financial Officer and the Company Secretary.

The Company has appointed Dr. S Prasad as Chief Executive Officer (effective from January 06, 2024) and Mr. Prasanna Subramanya Bhat as Company Secretary & Compliance Officer (effective from August 14, 2024), a Key Managerial Personnel and is part of the Senior Management Personnel.

Other than the above, there were no appointment, re-appointments or resignations in the Board, Key Managerial Personnel and Senior Management of the Company for the year ended March 31, 2024.

GOVERNANCE Board Governance

Board Governance is the framework that structures the Board and its operation. The Company Board''s governance guidelines cover aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The Board governance guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, remuneration, oversight on subsidiary performances, code of conduct and Board effectiveness.

Code of Conduct

The Annual declaration affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the year ended March 31, 2024, forms part of the Corporate Governance Report.

Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As on March 31, 2024, the Board consists of Seven members with two Non-Executive and Non-Independent Director, two Executive and Whole-time Directors, and three Independent Directors.

The details of the constitution of the Board and of the Committees, the terms of reference etc. are given in the Corporate Governance Report which forms part of this Annual Report.

Meeting of the Board/ Committees

Seven (07) Meetings of the Board of Directors were held during the year 2023-24. The particulars of the meetings held, and attendance of each Director are detailed in the Corporate Governance Report. Only in case of special and urgent business, if the need arises, the Board''s / Committee''s approval is taken by passing resolutions through circulation or by calling Board / Committee meetings at short notice, as permitted by law.

All the Board Meeting and Committee Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the period prescribed by the Act read with Listing Regulations.

The Company has duly constituted the Committees required under the Act read with the applicable Rules made thereunder and the Listing Regulations. As on March 31, 2024. The details of the Board & Committee meetings and the attendance of the Directors in these meetings are given in the Corporate Governance Report which forms part of the Annual Report.

Board Diversity

The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is important for effective corporate governance. The Board of Directors values the significance of diversity and firmly believes that

diversity of background, gender, geography, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development. The Company believes that it has a truly diverse Board which leverages on the skills and knowledge, industry or related professional experience, age and gender, which helps the Company to retain its competitive advantage. The Board has adopted the Board Diversity.

The policy on Board diversity is available on the Company''s website at http://www.pharmaids.com/policies.html

Board 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 SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and quality of relationship between board Members and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of 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 within and outside the meetings, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Policy on Board''s appointment & Remuneration

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors. This maintains the independence of the Board and separate its functions of governance and management. The details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report which forms part of this Annual Report.

The Nomination and Remuneration Committee (''NRC'') engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and public service. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Director. Thereafter, the NRC recommends to the Board the selection of new Directors. The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on http://www.pharmaids.com/policies.html

Based on the recommendations of the NRC, the Board has approved the Remuneration Policy for Directors and as part of the Policy.

The salient features of the Policy are:

â¢ To enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

â¢ To ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values, and long-term interests of the company and will be consistent with the "pay-for performance" principle.

â¢ To ensure that remuneration to directors, KMP and senior management employees of the Company involves a balance between fixed and incentive pay reflecting short- and longterm performance objectives appropriate to the working of the Company and its goals.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the company, the Board of Directors, to the best of its knowledge confirms that:

â¢ In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

â¢ 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 as at March 31, 2024 and of the profit and loss of the company for that period;

â¢ The directors have taken proper and sufficient care 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;

â¢ The directors have prepared the annual accounts on a going concern basis;

â¢ 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; and

â¢ The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Report on Corporate Governance for the financial year ended March 31, 2024, along with the Secretarial Auditor''s Certificate confirming compliance with the conditions of Corporate Governance forms part of this Annual Report which states that the Company has complied with the conditions of Corporate Governance as

stipulated in Regulations 17 to Regulation 27 and clauses (b) to (i) of Regulation 46(2) and paras C and D of Schedule V of the Listing Regulations during the year ended March 31, 2024.

Internal Control Systems

Internal financial controls are essential to ensure the accuracy and integrity of its financial information.

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down by the Company and that such controls are adequate and operating effectively. Company has an adequate system of internal controls with clearly defined authority limits. Internal controls ensure that the Company''s assets are protected against loss from unauthorised use or disposition and all transactions are authorised, recorded, and reported in conformity with generally accepted accounting principles. These policies are periodically reviewed to meet business requirements.

The CEO and CFO Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies to the Audit Committee and rectify the same.

Risk Management

Risk management is embedded in the company believes that risk resilience is the key to achieve long term sustainable growth. Business Risk Evaluation and Management is an ongoing process within the Organization. In Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

Further as per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during the Financial Year under review.

Vigil Mechanism/ Whistle Blower Policy

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for Directors and Employee to report genuine concerns in compliance of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Company Believes in promoting fair, transparent, ethical, and professional work environment. The company has adopted the code of conduct which provides an environment that promotes responsible and protected whistle blowing. All the employees including Directors and External Parties such as consultants, vendors, suppliers, dealers, customers and contractors working for and/ or on behalf of any of the Group entities are covered under the Whistle-blower policy.

The details of complaints received / disposed/ pending during the year ended March 31, 2024.

Particulars
No of Complaints of received in the year	Nil
No of Complaints disposed off during the year	Nil
No of cases pending as on March 31, 2024	Nil

The Vigil Mechanism and Whistle-blower policy is available on the Company''s website and can be accessed at http://www.pharmaids.com/policies.html

Code of Prevention of Insider Trading

In accordance with Securities and Exchange Board of India, the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements and in line with the amendments, your Company has adopted the Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company''s website at www.pharmaids.com

SECRETARIAL GOVERNANCE

Related Party Transactions

The Company has a well-defined and structured governance process for related party transactions undertaken by the Company. In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The Policy can be accessed on the Company''s website at http://www.pharmaids.com/policies.html

The SEBI Listing Regulations states that if any Related Party Transactions exceeds Rs.1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Shareholder''s approval. In this regard, for the year ended March 31, 2024, the Company has taken necessary Shareholder''s approval.

Further, none of the transactions with related parties fall under the scope of Section 188(1) of the Act. The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed to the Board''s Report as Annexure - D and forms a part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

The Company has not entered into any materially significant related party transactions with its Directors, or Management, or relatives, etc. that may have potential conflict with the interests of the Company at large.

Statement of deviation(s) or variation(s)

In accordance with the Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, where a listed entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Preferential Issue of Equity Shares and Share Warrants and the purpose for which these proceeds were raised has been achieved and there is no deviation in the use of the amount raised through Preferential Issue of Equity Shares and Share Warrants.

Demat Suspense Account/Unclaimed shares account

The Company opened a Demat account as Pharmaids Pharmaceuticals Limited - Unclaimed Suspense Account with the Choice Broking India Private Limited and transferred all unclaimed shares into one physical folio and further dematerialized the said equity shares under a demat account. When any Shareholder claim, the Company will transfer the same to the Shareholders demat account by following the procedure as prescribed under the regulations. In terms of Regulation 39 of the Listing Regulations, the Company reports the details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares account as on March 31, 2024, is given in Corporate Governance Report.

Investor Education and Protection Fund (IEPF)

The Companies Act, 2013 read with the IEPF Rules states that all the shares in respect of which dividend has remained unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat Account of the IEPF Authority. Our Company does not have any funds lying unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Annual return

In accordance with the Companies Act 2013, a copy of the Annual Return as on March 31, 2024, in the prescribed format is available on the Company''s website at http://www.pharmaids.com/annual-general-meeting.html

AUDITORS AND AUDITOR''S REPORT

a. Statutory Auditor - M/s. PPKG & Co., Chartered Accountants

M/s PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) who have been reappointed at the 34^th Annual General Meeting of the Company held on 22^nd September 2023 to hold office for a term of 5 years i.e., till the conclusion of the 39^th Annual General Meeting of the Company.

M/s PPKG & Co, Chartered Accountants has furnished a certificate confirming their eligibility and consent for their continuance as the Statutory Auditor of the Company and also in terms of the Listing Regulations, the Statutory Auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

b. Internal Auditor - T N Raghavendra, Practicing Chartered Accountant.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed Mr. T N Raghavendra, Practicing Chartered Accountant as an Internal Auditor of the Company on such terms and conditions as mutually agreed upon between Mr. T N Raghavendra, Chartered Accountant and the Company, to carry out the internal audit function for financial year 2024-25.

c. Secretarial Auditor - M/s Kashinath Sahu & Co., Practicing Company Secretaries

The Board of Directors at their meeting held on May 28, 2024, based on the consent received from M/s Kashinath Sahu & Co., Practising Company Secretaries, re-appointed M/s Kashinath & Co., Practising Company Secretaries (Certificate of Practice No. 4807), as Secretarial Auditor for the period of 3 years starting from 01^st April 2024 of the Company to conduct Secretarial Audit.

In terms of Section 204 of the Act and the Report given by the Secretarial Auditors in the prescribed Form MR-3 forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

d. Cost Auditor

The provisions relating to appointment of cost auditor and maintenance of Cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

DISCLOSURES

The following disclosures are made to the extent applicable to the Company for the year ended March 31, 2024:

The Board

â¢ None of the Directors on the Board are members of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he/she is a Director as required under the Listing Regulations.

â¢ None of the Independent Directors on the Board is an Independent Director in more than seven listed Companies as required under the Listing Regulations.

â¢ All the Directors have disclosed their interest in other companies, Directorship and membership of Committees and other positions held by them.

â¢ The Board of Directors of the Company have not been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board / Ministry of Corporate Affairs or any such Statutory Authority as per the Company''s Act and Listing Regulations.

â¢ The Certificate of Non - disqualification of Directors for the year ended March 31, 2024 issued by Kashinath Sahu, Company Secretary in Practice which states that as on April 1, 2024, the Directors on the Board of the Company have not been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority as per of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.

â¢ The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company, Statutory Regulations and as approved by the Board and the Shareholders.

â¢ The Company has received necessary declaration from each Independent Director of the Company stating that they meet the criteria of Independence as laid down in the Companies Act, 2013 and in the Listing Regulations and that as on April 1, 2024, the Independent Directors have not been debarred or disqualified from being appointed or continuing as Directors of the Company by the Ministry of Corporate Affairs or any such statutory authority as mentioned in the Listing Regulations.

â¢ None of the Director (s) on the Board of the Company had resigned/retired before the expiry of their respective tenure(s).

â¢ As required under Regulation 17(8) read with Schedule II Part B of the SEBI Listing Regulations, the Chief Executive Officer & Chief Financial Officer have given appropriate certifications to the Board of Directors.

Financial Statements

â¢ The recommendations made by all the Committees of the Board including Audit Committee and which requires the Board approval and adoption were duly adopted and approved by the Board.

â¢ The financial results for the year ended March 31, 2024 do not contain any false or misleading statement or figures and do not omit any material statements which may make the statements or figures contained therein misleading.

â¢ The Financial statements have been prepared in accordance with Indian Accounting Standards (IND- AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards on Meetings of the Board

of Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), mandated by the

Institute of Company Secretaries of India on Board Meetings and General Meetings.

Significant or Material Orders passed by Regulators or Courts or Tribunal

â¢ There are no significant orders that have been passed by any Regulator or Court or Tribunal which can have implications on the going concern status and the Company''s operations in future and there are no material litigation outstanding.

â¢ There are no cases pending or filed against the Company or any liabilities attached to the Company in respect of any of the matters pertaining to securities.

Other disclosures

â¢ No Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 by or against the Company.

â¢ During the review period, Statutory and Secretarial auditors of the company did not report any instances of fraud.

â¢ The Company has complied with the requirements of the Stock Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last three years. No penalties or strictures have been imposed on the Company.

â¢ The Company has formulated a policy on maintaining and preserving timely and accurate records uploaded on the website of the Company. The same is available on the website of the Company at www.pharmaids.com

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review and look forward to their continued support in the future.

Adita Bio Sys Private Limited and Anugraha Chemicals are material unlisted subsidiaries of the Company as per SEBI Listing Regulations 2015.

Siri Labvivo Diet Private Limited and Spring Labs are the subsidiaries of Adita Bio Sys Private Limited

The Company does not have any Joint-Venture or Associate Companies nor ceased to be joint venture or associate Company of any other Company within the meaning of Section 2(6) of the Companies Act, 2013. During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

Adita Bio Sys Private Limited and Anugraha Chemicals are material unlisted subsidiaries of the Company as per SEBI Listing Regulations 2015.

Siri Labvivo Diet Private Limited and Spring Labs are the subsidiaries of Adita Bio Sys Private Limited

Mar 31, 2023

The Board of Directors presents the report of the Business and Operations of your Company together with the Audited Standalone and Consolidated financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The Companyâs Standalone and Consolidated Financial results for the year ended March 31, 2023, is summarised below:

(All Amounts in INR Lakhs)
Particulars	Standalone		Consolidated
	For the year ended March 31		For the year ended March 31
	2023	2022	2023	2022
Revenue	-	393.93	-	393.93
Other Income	-	1.51	_-	1.51
Total Income	-	395.44	-	395.44
Expenses
a) Cost of Material Consumed	-	-	-
b) Purchase of Stock in Trade	_-	409.00	_-	409.00
c) Changes in Inventories of Stock-in-Trade, Work in Progress and Finished Goods	88.76	(51.85)	88.76	(51.85)
d) Employee Benefit Expenses	113.11	4.44	113.11	4.44
e) Finance Cost	0.46	0.27	0.46	0.27
f) Depreciation and Amortisation Expenses	1.68	0.92	1.68	0.92
g) Other Expenses	786.75	18.63	786.75	18.63
Total Expenses	990.76	381.41	990.76	381.41
Profit/(loss) before Exceptional items and Tax	(990.76)	14.03	(990.76)	14.03
Exceptional Items	-	-	-	-
Profit/(loss) before tax	(990.76)	14.03	(990.76)	14.03
Tax expense:	-	-	-	-
(1) Current tax	_-	_-	_-	_-
(2) Deferred tax	(235.20)	(0.49)	(235.20)	(0.49)
Profit (Loss) for the period from continuing operations	(755.56)	14.52	(755.56)	14.52
Profit/(loss) from discontinued operations	-	-	-	-
Tax expense of discontinued operations	-	-	-	-
Profit/(loss) from discontinued operations (after tax)	_-	_-	_-	_-
Profit/(loss) for the period	(755.56)	14.52	(755.56)	14.52
Other Comprehensive Income	_-	_-	_-	_-
A (i) Items that will not be reclassified to profit or loss	-	-	-	-
(ii) Income tax relating to items that will not be reclassified to profit or loss	-	-	-	-
B (i) Items that will be reclassified to profit or loss	-	-	-	-

(ii) Income tax relating to items that will be reclassified to profit or loss	-	-		-
Total Comprehensive Income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	-	-	(752.08)	14.52
Earnings per equity share Basic and Diluted	(5.86)	0.14	(5.83)	0.14

Note: The above figures are extracted from the audited standalone and consolidatedfinancial statements of the Company prepared as per the Indian Accounting Standards (Ind AS).

PERFORMANCE REVIEW

On a Standalone basis, your Companyâs revenue from operations stood at Nil in the financial year 2022-23, as against Rs. 393.93 Lakhs in the corresponding previous period. The Board of your company is hopeful about the better performance in the coming years.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review the management of the company have taken all the measures to present true and fair financial position of the company. During the said exercise management identified certain receivables which were long due. Diligent efforts were made to recover them, but despite the managementâs persuasion, it was determined that the funds could not be recovered. Consequently, the proposal for creation of provision for write-off, write-back and write-down the unrecoverable receivables, assets and payables respectively were placed before the Audit Committee and Board.

Based on the suggestion and assessment of the management, the Audit Committee and Board of Directors at their respective meetings, decided to create provision for write-off, write-back and write-down the unrecoverable receivables, assets and payables respectively. As a result of these, there was a net impact of Rs. 702.27 Lakhs in provision during the current reporting period financial year ended on March 31, 2023.

Apart from the above, no material changes have occurred after the end of the financial year to which financial statements relate and till the date of this Report which may impact on the financial position of the Company. (Standalone).

DIVIDEND

The board of directors of the company has not recommended any dividend on the equity shares of the company for the financial year ended March 31, 2023.

SHARE CAPITAL

Authorised share capital of the company as on March 31, 2023 is Rs.30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00, 000 Equity Shares of Rs. 10/- each and the Paid-up Share Capital is Rs. 21,44,38,190/- (Rupees Twenty-One crore forty-four lakh thirty-eight thousand one hundred and ninety only) divided into 2,14,86,234 Equity shares of Rs. 10/- each.

During the year under review the company have raised funds through private placement as a result of which the capital of the company was increased as follows:

Type of Capital	Meeting	Date of Meeting	No. of Shares
Paid up capital	Board Meeting	December 06, 2022	Allotted 27,75,000 Equity Shares (consequent to the conversion of 27,75,000 share warrants out of 37,00,000 share warrants allotted on October 13, 2022) having face value of Rs. 10/- each at a premium of Rs. 5/- each on preferential basis
Authorised capital	Extraordinary General Meeting	December 31, 2022	Increase in Authorised Share Capital of the Company from 1,65,00,000 (One Crore Sixty-Five Lakhs Only) Equity Shares having face value of Rs. 10/- each to 3,00,00,000 (Three Crore) Equity Shares having face value of Rs. 10/-each
Paid up capital	Board Meeting	January 17, 2023	Allotted 84,00,000 equity shares at face value of Rs. 10/-each at a premium of Rs. 10/-each on preferential basis

Apart from the above, the Company did not raise any additional equity share capital during the year. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint ventures, and associate companies as per Companies Act 2013.

During the year under review the Board at its meeting held on January 17, 2023 approved for investment in Anugraha Chemicals (âFirmâ), a Partnership Firm registered under Karnataka Partnership (Registration of Firms) Rules, 1954 by acquiring 51% partnership interest in multiple tranches. Accordingly, your company acquired 25.5% stake as 1^st tranche in the firm.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to the General Reserve

DETAILS OF MATERIAL EVENTS DURING THE YEAR

A. Investment in Anugraha chemicals (âThe Firmâ):

As a part of In-organic growth your company have been identifying potential targets within the industry in which it operates. In the process company identified Anugraha Chemicals as one of the potential strategic targets.

Anugraha Chemicals is a Partnership Firm, Registered under the Karnataka Partnership (Registration of Firms), Rules 1954, engaged in the business of manufacture of bulk drug intermediaries and chemicals. The firm was incorporated vide a partnership deed entered by the partners therein, on May 10, 1990.

The company after having multiple discussions with the partners, carrying out extensive due diligence and with the approval from the Board of Directors has entered into an agreement on January 25, 2023 with the firm to acquire 51% stake by investing a sum of Rs. 5,14,08,000/- (Rupees Five Crore Fourteen Lakhs Eight Thousand Only) through multiple tranches in the said firm. Investment Agreement also provides for increase in PPLâs stake beyond 51% by additional investment for meeting the upgradation/business needs of Anugraha Chemicals.

In view of the same, your company has acquired 25.5% stake in Anugraha chemicals on February 1, 2023 as a first tranche of investment.

B. Private placement

1. Allotment of37,00,000 share warrants of Rs. 10/- each at a premium of Rs.5/- each.

During the year under review, your Company allotted 37,00,000 share warrants convertible into equity shares having face value of Rs. 10/- each at a premium of Rs. 5/- (Rupees Five Only) each within a period of 18 months from the date of allotment of warrants, as per terms and conditions approved by members in 33^rdAnnual General Meeting held on August 20, 2022.

Further, the company received the request letter from the three allottees namely: Mr. Venu Madhava Kaparthy, Mr. Balagangadhara B C and Mr. Shankarappa Nagaraja Vinaya Babu intending to convert the 27,75,000 share warrants out of 37,00,000 share warrants into Equity shares.

Accordingly, Board at its meeting held on December 6, 2022, approved the Conversion and Allotment of 27,75,000 share warrants convertible into equity shares having face value of Rs. 10/- each at premium of Rs. 5/- (Rupees Five Only) from the above mentioned three allottees.

2. Issuance of 84,00,000 Equity shares of Rs. 10/- each at a premium of Rs.10/- each.

During the year under review, your Company approved the issuance of 84,00,00 Equity shares having face value of Rs. 10/- each at a premium of Rs. 10/- (Rupees Ten Only) with the aim of supporting the company''s

General Business Purpose, Business Expansion, and Working Capital Requirements, in accordance with the terms and conditions approved in Extraordinary General Meeting held on December 31, 2022.

Accordingly, Board at its meeting held on January 17, 2023, approved the Allotment of 84,00,000 Equity share having face value of Rs. 10/- each at premium of Rs. 10/- (Rupees Ten Only).

C. Acquisition of5791 sq.mtrs (approx. 1.43 acres) of Land

Your Company to achieve its vision and mission have been exploring the growth opportunity in both ways i.e., Organic and Inorganic. As a part of Organic Growth Company has planned to setup Pharmaceuticals Manufacturing and Research & Development Unit.

The Board at its meeting held on February 13, 2023, approved for taking the land measuring 5791 sq. mtrs (approx. 1.43 acres) situated at Karnataka Industrial Area Development Board to Vaishnavi Enterprises, a proprietorship firm, located at Avverahalli (Dobbaspet 4th Phase) Industrial Area, Sy. No. parts of 20 & 21/2, Village - K.G. Srinivasapura, Hobli, Sompura, Taluk Nelamangala, District - Bengaluru on lease-cum-sale basis.

D. Shifting of Registered office of the Company

The Shareholders of the Company at the 33^rd Annual General Meeting held on August 20, 2022, approved for shifting of the Registered office of the company from State of Telangana i.e., 4-4-211/212/3, Inderbagh, Sultan Bazaar, Hyderabad â 500095 To State of Karnataka i.e., Unit 201, Second Floor, Brigade Rubix, 20/14 HMT Factory Main Road, Peenya Plantation, Bengaluru â 560013.

On approval of the Regional Director and ROC, the Registered Office of the Company is now shifted from State of Telangana i.e., 4-4-211/212/3, Inderbagh, Sultan Bazar, Hyderabad - 500095 to State of Karnataka i.e., Unit 201, Second Floor, Brigade Rubix, 20/14 HMT Factory Main Road, Peenya Plantation, Bengaluru â 560013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements of the company, your Directors wish to confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. your 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 as at March 31, 2023, and of the profit and loss of the company for that period;

your directors have taken proper and sufficient care 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.

3. your Directors have prepared the annual accounts on a going concern basis.

4. your 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.

5. your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the Directors and Key Managerial Personnels of the company in accordance with the provisions of section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sl. No.	Name of the Key Managerial Personnel			Designation
1	Mr. Venu Madhava Kaparthy			Executive Director
2	Ms. Mini Manikantan			Executive Director
3	Mr. Mopperthy Sudheer			Independent Director
4	Mr. Pattadamai Natarajasarma Vijay			Independent Director
5	Mr. Venkat Rao Sadhanala			Non-Executive, Non-Independent Director
6	Mr. Methuku Nagesh			Independent Director
7	Mr. Balagangadhara B C			Chief financial officer
8	Mr. Kaushik Kumar			Company Secretary
Details of an Appointment and Change in the office of a Directorâs and KMPâs

Details o		'' Appointment
Sl. No.	Name	Designation			Date of Appointment
1	Mr. Venu Madhava Kaparthy	Whole Time Director			May 05, 2022
2	Ms. Mini Manikantan	Whole Time Director			July 09, 2022
3	Mr. Methuku Nagesh	Independent Director			November 29, 2022
4	Mr. Pattadamai Natarajasarma Vijay	Independent Director			October 30, 2022
5	Mr. Balagangadhara B C	Chief Financial Officer			October 13, 2022
6	Mr. Kaushik Kumar	Company Secretary			October 13, 2022

Details of Resignation
Sl. No.	Name		Designation			Date of Resignation
1	Mrs. Padmaja Kalyani Sadhanala		Whole Time Director			May 21, 2022
2	Mr. Vishwa Prasad		Whole Time Director			July 09, 2022
3	Mr. Vyasmurthi Madhavrao Shingatgeri		Independent Director			August 03, 2022
4	Mr. Veerareddy Vallpureddy		Independent Director			November 29, 2022
5	Mr. Chilam Shrikanth		Chief Financial Officer			October 13, 2022
6	Ms. Annie Jodhani		Company Secretary			October 13, 2022

Pursuant to Section 152 of the Companies Act and the Articles of Association of the Company, Ms. Mini Manikantan (DIN: 09663184), Whole Time Director is liable to retire by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on August 29, 2023, recommended the re-appointment of Ms. Mini Manikantan for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Ms. Mini Manikantan possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (âActâ) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided confirmation as contemplated under Section 149(7) of the Act. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Company Secretary in practice, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority, formâs part this report.

In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

The Company has devised the Policy for selection of Directors and determining Directorsâ independence and the Board on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewed on the companyâs website at http://www.pharmaids.com/images/p/Nomination-Remuneration-and-Evaluation-Policy.pdf

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be conducted by the entire Board of Directors, excluding the Director being evaluated.

The Board evaluation was conducted through Questionnaire by way of internal Assessment.

Evaluation of Committee was based on criteria such as adequate independence of each Committee, Effectiveness of the committee, Independence of the committee from the board, Contribution to decisions of the board, frequency of meetings and time allocated to such discussions etc.

Evaluation of Board was based on criteria such as frequency of the meetings, time devoted for examining compliance issues, boards integrity towards financial reporting system, dissemination of information to members timely and regularly etc.

Evaluation Criteria for independent directors has been detailed in Corporate Governance Report which forms part of this annual report.

DISCLOSURES Meetings of the Board

Eleven (11) Meetings of the Board of Directors were held during the year 2022-23. The particulars of the meetings held, and attendance of each Director are detailed in the Corporate Governance Report. The intervening gaps between the meetings were within the limits prescribed under the Act and the Listing Regulations.

Committees of the Board

The Company has duly constituted the Committees required under the Act read with the applicable Rules made thereunder and the Listing Regulations. As on March 31, 2023, the following Committees of the Board were functional:

Audit Committee

Stakeholders Relationship Committee Nomination and Remuneration Committee

Audit Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Audit Committee. The Audit Committee presently comprises of the following members:

Sl.No.	Name	Designated
1	Mr. Pattadamai Natarajasarma Vijay	Independent Director (Chairman)
2	Mr. Venu Madhava Kaparthy	Whole Time Director
3	Mr. Methuku Nagesh	Independent Director
4	Mr. Mopperty Sudheer	Independent Director

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

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

Nomination and Remuneration Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Nomination and Remuneration Committee. The Nomination Remuneration Committee presently comprises of the following members.

Sl. No.	Name	Designated
1	Mr. Pattadamai Natarajasarma Vijay	Independent Director (Chairman)
2	Mr. Venkat Rao Sadhanala	Non-executive and Non-Independent Director
3	Mr. Methuku Nagesh	Independent Director

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

Stakeholdersâ Relationship (SR) Committee

During the year under review, Mr. Veerareddy Vallapureddy demitted office as an Independent Director of the Company and consequently ceased to be the chairman and member of the Stakeholdersâ Relationship Committee. The Stakeholdersâ Relationship Committee presently comprises of the following members.

Sl.No.	Name	Designated
1	Mr. Methuku Nagesh	Independent Director (Chairman)
2	Mr. Venu Madhava Kaparthy	Executive Director
3	Ms. Mini Manikantan	Executive Director

Particulars of the meeting held, and attendance of each member of the committee are detailed in the Corporate Governance Report.

AUDITORS AND AUDITORSâ REPORTStatutory Auditors

PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) will complete their first term on conclusion of the ensuing Annual General Meeting.

The Auditorsâ Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint Secretarial Auditor, who shall be a Company Secretary in practice, to conduct Secretarial Audit of the Company.

The Board of Directors at their meeting held on August 04, 2023, based on the consent received from M/s Kashinath & Co., Practising Company Secretaries, appointed M/s Kashinath & Co., Practising, Company Secretaries (Certificate of Practice No. 4807), as Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year ended March 31, 2024.

In terms of Section 204 of the Act and Regulation 24A of the Listing Regulations read with the SEBI Circular, the Report given by the Secretarial Auditors is annexed as Annexure 4 and forms an integral part of this Report.

Internal Auditors

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively.

INVESTOR EDUCATION AND PROTECTION FUND

Your Company does not have any funds lying unpaid and unclaimed for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantee during the financial year 2022-2023, as per section 186 of the Companies Act, 2013.

The particulars of investments along with the purpose for which the investment made is given under the material events held during year and also form part of the Notes to the financial statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company place on record their deep appreciation for the contribution made by the employees of the Company at all levels. A Note on Human Resources is provided in the Management Discussion and Analysis (âMDAâ) Report, which forms part of this Report.

The information about employeeâs particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 3 and forms part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and other particulars of the employees is annexed as Annexure 3.1 and forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted âInternal Complaints Committeeâ to redress and resolve any complaints arising at respectable workplace.

RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Organization. In Compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities.

INTERNAL FINANCIAL CONTROLS

Internal financial controls are essential to ensure the accuracy and integrity of its financial information.

Your Company has an adequate system of internal controls with clearly defined authority limits. Internal controls ensure that the Companyâs assets are protected against loss from unauthorised use or disposition and all transactions are authorised, recorded, and reported in conformity with generally accepted accounting principles. These systems are designed to ensure accuracy and reliability of accounting data, promotion of operational efficiency and adherence to the prescribed management principles. These policies are periodically reviewed to meet business requirements.

The Company has in place adequate internal financial controls with respect to financial statements.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Board of Directors have established robust Vigil Mechanism and a Whistle-blower policy for Directors and Employee to report genuine concerns in compliance of Section 177(9) and (10) of Companies Act, 2013 and the regulation 22 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism and Whistle-blower policy is available on the Companyâs website and can be accessed http://www.pharmaids.com/images/p/HRP%2002%20Whistle%20Blower%20Policy.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, we would like to confirm that, our company has not entered into any contracts/arrangements or transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. As required under the Companies Act, 2013, the prescribed Form AOC 2 is appended as Annexure 1 to the Boardsâs report. There were no material significant related party transactions which could have potential conflict with the interests of the Company at large.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party. Transactions as approved by the Board is available on the Companyâs website and can be accessed at http://www.pharmaids.com/images/p/HRP%2003%20Related%20Partv%20Transactions%20Policv.pdf

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 2 to this Report.

CORPORATE GOVERNANCE

The Company adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). The report on Corporate Governance for the year 2023 along with general shareholder information as stipulated under the Listing Regulations forms part of the Annual Report. ,M/s Kashinath & Co., Practising Company Secretary (Certificate of Practice No. 4807) of the Company, has issued a certificate confirming the compliance with the provisions of Corporate Governance by the Company for the year ended March 31, 2023, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V to the SEBI Listing Regulations, and the same is attached along with the report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of Cost records under Section 148 of Companies Act, 2013 are not applicable to the Company.

CODE OF PREVENTION OF INSIDER TRADING

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by insiders & designated persons and procedures for fair disclosure of Unpublished Price Sensitive Information.

The Company has also adopted the Policy for determination of Legitimate Purposes and Policy for Inquiry in case of leak or suspected leak of unpublished price sensitive information in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and can be accessed at http://www.pharmaids.com/images/p/HRP%2004%20Policv%20for%20Prevention%20of%20Insider%20 Trading%20Policy.pdf

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, the draft Annual Return prepared as per Section 92(3) of the Companies Act, 2013 in Form MGT-7 has been placed on the website of the Company at www.pharmaids.com

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

i. Details relating to deposits covered under Chapter V of the Act.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares (including sweat equity shares) to employee of the company under any scheme.

iv. Our company does not have any subsidiaries. Hence, none of the Whole-time Directors of the company receive any remunerations or commission from any of its subsidiaries.

v. There have been no Companies, which have become/ceased to be subsidiaries, Joint Ventures or Associate Companies during the year under review. However, the Company acquired 25.5 % stake in Anugraha Chemicals (The âFirmâ), a Partnership Firm, registered under Karnataka Partnership (Registration of Firms) Rules, 1954. As per Indian Accounting Standard, said Firm is an Associate of the Company. Details of the same has been provided under heading âDetails of Material events During the Yearâ.

vi. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operation in future.

vii. No frauds have been reported by the Auditors to the Audit Committee or the Board.

viii. There has been no change in the nature of business of the Company.

ix. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

ACKNOWLEDGEMENT AND APPRECIATIONS

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and guidance received from the banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

Mar 31, 2013

To The Members of M/s Pharmaids Pharmaceuticals Limited

The Directors are pleased to present herewith the 24th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS AND OPERATIONS:

1. FINANCIAL RESULTS ( Rs. in Lakhs)

PARTICULARS 2012-13 2011-12

Sales 127.45 123.52

Other Income 4.51 0.15

Total Income 131.96 123.68

Total expenses other than interest 120.72 113.83

Profit before Depreciation 11.24 9.85

Less : Depreciation 7.34 7.58

Deffered Tax 1.21 1.42

Profit (loss) for the year 5.11 3.69

Add : Profit b/f from earlier years (134.44) (138.13)

Profit/ Loss carried to Balance sheet 129.34 (134.44)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of s e c t i o n 5 8 A of the Companies Act, 1956 and there are no outstanding deposits as on 31st March, 2013.

3. OUTLOOK FOR THE CURRENT YEAR:

The Company is taking adequate steps to strengthen the marketing department with a v i e w t o l a u n c h new products and is in the process of searching new avenues for marketing the same.

4. STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo: Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure.

5. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Articles of A s s o c i a t i o n o f the Company Sri. Mahendra K. Ranka and Subhash Lalwani, Directors retire by rotation a n d b e i n g eligible offer themselves for re-appointment.

6. AUDITORS:

The Company has received a notice under section 225 of the Companies Act, 1956 from a member proposing for the appointment of M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad as Statutory Auditors in place of M/s. Laxminiwas & Jain, Chartered Accountants, Hyderabad the retiring auditors and who upon their appointment shall hold the office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General

S. No. Auditors Observations Directors Clarification

Non confirmation/reconciliation balance Letters have been sent to all shown Sundry debtors, sundry creditors, Un-secured Loans, Loans and Advances,

The Company is generally regular in The Company is taking steps to depositing with appropriate authorities deposit the service tax and is undisputed statutory dues including the process of registration with provident fund, employees state insurance, income tax, wealth tax, sales tax, customs duty, wealth tax, sales tax,

10. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the

a. That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently a n d m a d e judgments and estimates that were reasonable and prudent so as to give a true and fair v i e w o f t h e state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding t h e a s s e t s o f the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31st March 2013 o n a '' g o i n g concern basis.

11. DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32 : The Cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A : The Companies shares are listed on the Bombay Stock Exchange Ltd. It is further informed that the Annual Listing Fees to the Stock Exchange is paid up to 2013-14.

12. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor''s Certificate on its compliance is attached to this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

17. ACKNOWLEDGMENTS:

Your Directors wish to express their appreciation for the co-operation and continued support received from all concern, Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees a n d

By Order of the Board

Place : Hyderbad Sd/-

Date : 15-07-2013 (Dr.Ghisulal Jain)

Chairman& Managing Director

Mar 31, 2012

To The Members of M/s Pharmaids Pharmaceuticals Limited

The Directors are pleased to present herewith the 23rd Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS AND OPERATIONS:

The summarized financial results for the year ended 31* March 2012 as compared with the previous year are as under:

I.FINANCIAL RESULTS (Rs. in Lakhs)

PARTICULARS 2011-12 2010-11

Sales 123.52 78.40

Other Income 0.15 0.00

Total Income 123.68 78.40

Total expenses other than interest 110.15 83.08

Profit before Depreciation 9.35 (4.69)

Less: Depreciation 7.058 7.72

Less: Provision for Tax

Deffered Tax 1.42 1.37

Profit (loss) for the year 3.59 (11.80)

Less: Prior period adjustment 0 0.77

Add: Profit b/f from earlier years (138.13) (126.33)

Profit/ Loss carried to Balance sheet (134.44) (138.13)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act' 1956 and there are no outstanding deposits as on 31st March '2012.

3. OUTLOOKFORTHECURRENTYEAR:

The Company is taking adequate steps to strengthen the marketing department with a view to launch new products and is in the process of searching new avenues for marketing the same.

4. STATUTORY DISCLOSURES:

Conservation of Energy' Absorption' Foreign Exchange Earning and Outgo: Particulars pursuant to the provisions of section 217(1 )(e) of the Companies Act' 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules' 1988 are given in the Annexure A.

5. DIRECTORS:

In accordance with the requirements of the Companies Act' 1956 and the Articles of Association of the Company Sri. Uday Kumar Gadge and Sri .M. Sudheer Anand' Directors retire by rotation and being eligible offer themselves for re-appointment

6. AUDITORS:

M/s Laxminiwas and Jain' Chartered Accountants' retire at the ensuing Annual General Meeting and being eligible' have offered themselves for re-appointment

7. AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement the company has constituted an Audit Committee' which consists of Three Independent and Non Executive Directors of the company VI; SitM.Sudheer Anand' Sri.Mahendra K Ranka and Sri. G Uday Kumar. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

8. PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules' 1975 as amended.

9. EXPLANATION TO AUDITORS OBSERVATION:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

SI. No. Auditors Obsevatjons Directors Clarification

1- Non confirmation/reconciliation of Letters have been sent to all balance shown Sundry debtors' Sundry parties for confirmation & reply is creditors' Un-secured Loans' Loans and awaited

Advances' the impact of which is unascertained

2- The Company is generally regular in The Company is taking steps to depositing with appropriate authorities deposit the service tax and is in undisputed statutory dues including the process of registration with provident fund investor educftion and authorities

protection fund' employees state insurance' income tax' wealth tax' sales tax' customs duty' cess and other Material statutory due applicable to it except Service ' (GTA)

10. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with sub-section (2AA) of section 217 of the Companies Act 1956' the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31 st March 2012' the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31 st March 2012 on a 'going concern basis.

11. DISCLOSUREASPERUSTINGAGREEMENT:

Clause 32 : The Cash Row Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report. Clause 43A: The Companies shares are listed on the Bombay Stock Exchange Ltd.' It is further informed that the Annual Listing Fees to the Stock Exchange is paid up to 2012-13.

12. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditor's Certificate on its compliance is attached to this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Separate Report of Management Discussion and Analysis as required under the Provisions of listing agreement attached to this report.

14. INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and the management places on record its appreciation for the devotion and commitment demonstrated at all times particularly during the critical times' which the company had to pass through.

15. HUMAN RESOURCES:

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively.

16. COMPLIANCE CERTIFICATE:

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383A of the companies Act' 1956 and Listing Agreement The efforts of the company were not fruitful' however company is availing the services from a Practicing Company Secretary. M/s. A.S. Ramkumar & Associates' Company Secretaries' confirming that the Company has complied with all the provisions of the Companies Act' 1956' copy of the same is annexed hereto.

17. ACKNOWLEDGMENTS:

Your Directors wish to express their appreciation for the cooperation and continued support received from all concern' Your Director's also take this opportunity to place on record their appreciation forthe dedicated services rendered by the executives' managers' officers' employees and workers forthe dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Place: Hyderbad Sd/-

Date: 21-08-2012 (Dr.GhisulalJain)

Chairman*

Managing Director

Mar 31, 2010

The Directors are pleased to present herewith the 21st Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31 st March 2010.

1. FINANCIAL RESULTS AND OPERATIONS:

The summarized financial results for the year ended 31st March 2010 as compared with the previous year are as under:

1. FINANCIAL RESULTS

(Rs.in Lakhs)

PARTICULARS 2009-10 2008-09

Profit before Depreciation (6.14) (4.05)

Less: Depreciation 7.72 8,04

Less: Provision for Tax 0.00 0.00

Deffered Tax 1.55 1.08

Fringe Benefit Tax 0.00 0.06

Profit/(loss) for the year (12,30) (10.95)

Less: Prior period adjustment 0.00 0.00

Add: Profit b/f from earlier years (113.96) (103.01)

Profit/Loss carried to Balance Sheet (126.33) (113.96)

The Operational performance of the Company is discussed in detail under Management Discussion and Analysis Report.

2. DIVIDEND:

Your Directors consider it prudent to conserve the resources of the Company to sustain its future growth and as such have not recommended any dividend for the year.

3. PUBLIC DEPOSITS;

The Company has not accepted any fixed deposits from the public within the meaning,of section 58A of the Companies Act, 1956 and there are no outstanding deposits as on 31st March, 2010

4. OUTLOOK FOR THE CURRENT YEAR:

The Company is taking adequate steps to strengthen the marketing department with a view to launch new products and is in the process of searching new avenues for marketing the same.

5. STATUTORY DISCLOSURES:

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

Particulars pursuant to the provisions of section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

6. DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Sri. Hasmukh Jain and Sri. M Sudheer Anand, Directors retire by rotation and being eligible offer themselves for re-appointment.

7. AUDITORS:

M/s Lakshminivas and Jain, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

8. AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement, the company has constituted an Audit Committee, which consists of Three Independent and Non Executive Directors of the company Viz Sri.M.Sudheer Anand, Sri.Mahendra K Ranka and Mr. Hasmukh Jain. The Audit committee functions in terms of the role and powers delegated by the Board of Directors keeping in view of the Provisions of Clause 49 of Listing Agreement and Section 292A of the Companies Act 1956.

9. PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. EXPLANATION TO AUDITORS OBSERVATON:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (or safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial year ended 31" March 2010 on a going concern basis.

12. DISCLOSURE AS PER LISTING AGREEMENT :

Clause 32

The cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A

The Companies shares are listed on the Bombay Stock Exchange Ltd., It is further informed that the Annual Listing Fees to the Stock Exchange is paid upto 2010-11.

13. CORPORATE GOVERNANCE:

A separate report on corporate governance along with Auditors Certificate on its compliance is attached to this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A.Separate Report of Management Discussion and Analysis as required under the Provisions of listing agreement attached to this report.

15. INDUSTRIAL RELATIONS:

Industrial relations continue to be cordial and the management places on record its appreciation for the devotion and commitment demonstrated at all times particularly during the critical times, which the company had to pass through.

16. HUMAN RESOURCES:

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively.

17. COMPLIANCE CERTIFICATE:

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383A of the companies Act, 1956 and Listing Agreement. The efforts of the company were not fruitful, however company is availing the services from a Practicing Company Secretary.

18. ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Central Bank of India, the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/- Place: Hyderbad (Dr.Ghisulal Jain)

Date: 0109.2010 Chairman& Managing Director

Mar 31, 2009

The Directors hereby present their Twentieth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31" March, 2009.

1. FINANCIAL RESULTS (Rs.In lacs)

PARTICULARS 2008-09 2007-08

Profit before Depreciation (4.05) (1275)

Less: Depreciation 8.04 9.66

Less : Provision for Tax

Current 0.00

Deferred Tax 1.08 3.44

Fringe Benefit Tax 0.06 0.09

Profit / (Loss) for the year (10.95) (19.07)

Less: Prior period adjustment 0.00 0.00

Add: Profit b/f from earlier years (103.01) (83.93)

Loss carried to Balance Sheet (113.96) (103.01)

2. OPERATIONS:

Your directors are pleasure to inform you that the companys direction towards modernization and implementation of WHO GMP is in completion stage. As the over burdenon company the Central Government policy of excise duty, the company is planning to produce the material through excise free zone. In this regard the first step towards getting the material through job works and contract basis.

3. RESERVES :

The Company has not transfered any amount to reserves during the financial under review.

4. PUBLIC DEPOSITS:

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March 2009

5. OUTLOOK FOR THE CURRENT YEAR

The Company is looking for the new market with new product. In this regard your companyis and its under process to in Strenghteing the marketing department.

STATUTORY DISCLOSURES

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNNINGS AND OUTGO :

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and form part of the report.

7. AUDITORS:

M/s. Lakshminiwas & Jain, Chartered Accountants are Auditors of the company who retires at the ensuing Annual General Meeting and are eligible for re-appointment.

8. DIRECTORS:

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri Hasmukh Jain and Shri M. Sudheer Anami retires by rotation and being eligible, offer themselves for re-appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA> of the Companies Act, 1956, the directors, based on the representations received from the operating management, confirm that:

a. in the preparation of the Annual Accounts for the Financial year ended 31st March, 2009, the applicable accounting standards had been followed along with the proper explanation relating to material departures:

b. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 & loss of the Company for the year ended under review.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d. the directors had prepared the annual accounts of the company for the financial year ended 31st March 2009 on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

During the year, no employee of the company was in receipt of remuneration exceeding the sum prescribed under sec. 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the companies (particulars of employees) Rules, 1975 does not arise.

11. EXPLANATION TO AUDITORS OBSERVATIONS:

The observations made by the Auditors in their report referring to the notes forming part of the Accounts are self-explanatory to the extent necessary and do not require any further elucidation.

12. DISCLOSURE AS PER LISTING AGREEMENT: Clause 32

The Cash Flow Statement in accordance with accounting standard of Cash Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A

The Companies shares are listed on the Hyderabad Stock Exchange Ltd., and Bombay Stock Exchange

Ltd., It is further informed that the Annual Listing Fees to all the Stock exchange is paid upto

2009-10.

13. CORPORATE GOVERNANCE

Your company has consistently adopted high standards of Corporate Governance. The code of conduct for the board and the senior management was adopted by the company. Your company is fully compliant with the latest guidelines.

14. DIVIDEND :

In order to conserve funds for long term purposes, your Directors do not proposed any dividend for the financial year 2008-09.

15. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

16. SEGMENT WISE PERFORMANCE

Company operates only one segment i.e. Production and Marketing of Pharmaceutical Formulations.

17. INDUSTRIAL RELATIONS

Industrial relations continue to be cordial and the management places on record it, appreciate (or the devotion and commitment demonstrated at all times particularly during the critical times, which the company had to pass through.

18. HUMAN RESOURCE:

The Board of Director would like to place on record its deep appreciation to all the employees for their dedicated servicess to the company. Our organizational culture and work environnentis central to our ability to complete effectively.

19. Compliance Certificate

Company has taken initiative to appoint Qualified Company Secretary to comply with the provision of Section 383 of the companies Act, Listing Agreement. The efforts of the company was not fruitful, . however company is availing the services from Practicing Company Secretary.

21. ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff, Clients, the Central & State Governments, Bankers, Institution for their -Continued support and as well as co-operation with the Company.

By order of the Board

For PHARMAIDS PHARMACEUTICALS LTD.,

Sd/-

Place: Hyderabad (DR.GHISULAL JAIN)

Date : 01-09-2009 Chairman & Managing Director

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