Jenburkt Pharmaceuticals Ltd

Your Directors with pleasure present their report on the business and operations of your Company (“the Company” or “Jenburkt”) along with the audited financial statements of the Company and auditors' report thereon for the financial year ended on 31^st March, 2025.

1. Summary of Financial Performance: (f in Lacs)

The total revenue from the operations of the Company for the financial year 2024-25, stood at f 15,841.25 lacs as against f 14,663.34 Lacs recorded for the previous financial year

2023- 24, a rise of 8.03% year on year.

The Company recorded a profit before tax of f 4,393.28 lacs for the financial year 2024-25, as against f 3,517.59 lacs recorded for the previous financial year 2023-24 a rise of 24.89% year on year. The profit after tax for the financial year

2024- 25 stood at f 3,206.06 Lacs as against f 2,597.73 lacs recorded for the previous financial year 2023-24, a rise of 23.42% year on year. For the financial year 2024-25 the EPS of the Company was recorded as f 72.65 a jump from f 58.86 recorded for the previous financial year2023-24.

A dividend of f 18 (180 %) on f 10/- paid-up 4413300 equity shares of the Company has been recommended by the Board for the financial year 2024-25. This will absorb f 794.39 lac from the surplus profit of the Company available for appropriation for the financial year2024-25.

The dividend declared by the Company is subject to the Tax Deducted at Source (TDS). Kindly refer to a note on TDS on dividend, appearing in the Notice convening the 40^th AGM.

The reserves and surplus amount stood at f 16,736.38 lacs as at 31^st March, 2025 as compared to f 14,052.69 Lacs as on 31^st March, 2024, an increase by 19.10 % year on year.

The Board does not propose any amount to be transferred to general reserve, for the year under review.

The Board has decided to hold 40^th AGM on Friday, 18^th July, 2025. The record date fixed for the purpose of payment of dividend and the 40^th AGM is Friday, 11^th July, 2025 and the cut-off date for recognition of members eligible for e-voting is Friday, 11^th July, 2025.

The Indian pharmaceutical industry stands at a pivotal point of strategic evolution today, moving beyond its traditional generics dominance to embrace innovation, complex therapies, and digital transformation. Amid global economic uncertainties, India has shown strong resilience, maintaining its role as a vital supplier of affordable medicines globally.

The domestic pharmaceutical market is projected to grow at a CAGR of 8-10%, aiming to reach USD 58 billion by 2025. Long-term national ambitions envision a potential USD 450 billion market by 2047, though this remains an aspirational goal contingent on sustained investment in innovation, infrastructure, and global integration.

India is home to a vast pharmaceutical ecosystem, comprising over 3,000 drug manufacturers and 10,000+ production units. This network has helped India become the largest global supplier of generic medicines, accounting for nearly 20% of global volume. India's cost competitiveness-estimated at 30-40% lower than Western manufacturers-is driven by scale, manufacturing expertise, and process efficiencies.

India hosts the highest number of USFDA-approved plants outside the U.S., reinforcing its reputation for quality and compliance. Government support through schemes like the Production-Linked Incentive (PLI) and the Revamped Pharmaceuticals Technology Upgradation Assistance Scheme (RPTUAS) is helping companies modernize operations and meet international standards.

In the past year, leading Indian pharma firms invested more than USD 2 billion in research and development, marking a clear pivot toward innovation. Key focus areas include oncology, neurology, rare diseases, and advanced pain management, aligned with India's shifting disease burden and aging population. The domestic biosimilars market is also growing rapidly, with a projected CAGR of 14%, driven by affordability and increasing demand for chronic disease treatments.

Digital transformation is accelerating across the pharma

value chain. Artificial Intelligence and Machine Learning are being applied to drug discovery, clinical trials, and pharmacovigilance. Platforms under the Ayushman Bharat Digital Mission (ABDM) are expanding access to care, especially in underserved regions. India's digital health market is growing at a CAGR of over 24%, supported by strong public and private investment.

The government continues to push for equitable access through Ayushman Bharat-PMJAY, now adopted by 35 states and union territories. As of April 2025, several states, have enhanced coverage limits, with top-up benefits increasing total coverage to f10 lakh per family. These efforts are crucial as India confronts rising cases of non-communicable diseases such as cardiovascular disorders, diabetes, obesity, arthritis, and chronic pain.

India's growing middle class and increasing health awareness are driving demand for branded generics, preventive wellness, and broader insurance penetration. Regulatory measures-like price caps by the NPPA on essential drugs and GST reductions on select oncology medications-are designed to improve affordability without stifling innovation. In August 2024, the government also banned 156 fixed-dose combination (FDC) drugs deemed irrational or unsafe, reinforcing a focus on evidence-based treatment.

India continues to benefit from the global “China+1” strategy, attracting contract manufacturing and research investments from companies seeking to de-risk supply chains. The country's credibility-backed by regulatory approvals from agencies like the USFDA and EMA- positions it as a dependable global partner for both low- cost generics and high-value complex formulations.

With a unique combination of cost efficiency, manufacturing scale, regulatory strength, and growing innovation capabilities, India is poised to expand its global pharmaceutical leadership. Sustained focus on R&D, digital healthcare, regulatory agility, and collaborative global partnerships will be essential in realizing this next phase of growth. India is not just keeping pace with the future of healthcare-it is helping define it.

India's pharmaceutical industry enters FY2025-26 with purpose, clarity, and global ambition. The next phase will be shaped by regulatory agility, digital convergence, biosimilar leadership, and an unwavering focus on evidence-based, ethical innovation.

As a Company with over 40 years of excellence, we remain committed to elevating global health through science, trust, and compassion.

(Source: India Brand Equity Foundation (IBEF), “Pharmaceutical Industry in India,” 2024. EY FICCI Report, “Vision 2047: Advancing India's Life Sciences Sector,” 2023. McKinsey & Company, “India Pharma 2020,” and updates from Invest India, 2024. Ministry of Chemicals and Fertilizers, Government of India, PLI Scheme Dashboard, 2024. Indian Pharmaceutical Alliance (IPA), “Annual R&D Investment Trends,” 2024. NITI Aayog and Ministry of Health, “Digital Health Blueprint,” 2023-24. National Health Authority, PMJAY Updates, April 2025. National Pharmaceutical Pricing Authority (NPPA), “Drug Price Control and FDC Ban Notifications,” 2024. Pharmexcil, “India's Pharmaceutical Export Trends and Global Market Access,” 2024. WHO India Country Cooperation Strategy, and industry commentary via Biopharma Dive and Mint, 2024-2025.)

In the fiscal year 2024-2025, Jenburkt embarked on a transformative journey-a strategic organizational refresh that positioned the company at the forefront of healthcare innovation. Our approach was anchored in three fundamental pillars: Teamwork, Performance, and Agility.

The year marked a significant paradigm shift in our operational philosophy. We moved beyond traditional business models to create an adaptive, performance- driven ecosystem that prioritizes results, crossfunctional collaboration, and rapid decision-making. This strategic realignment has already demonstrated promising outcomes, with notable improvements in project execution, resource allocation, and organizational responsiveness.

Our Pharmaceutical Division underwent a comprehensive digital transformation, revolutionizing our go-to-market strategy. We replaced conventional paper-based presentations with cutting-edge tablet- based e-detailing systems, enabling real-time market tracking and data-driven decision-making. The Company has successfully launched new products: viz. Powergesic 4X spray and Zixflam Forte, diversifying its therapeutic portfolio and addressing emerging market needs.

The introduction of a multi-channel doctor engagement platform, featuring interactive webinars, virtual Continuing Medical Education (CME) programs, and community health camps, expanded our reach and deepened our professional networks. We executed 200+ medical education programs, significantly expanding our prescriber base and strengthening key relationships. We also prioritized compliance and professional development through strategic interventions such as a cross-functional legal workshop with senior counsel. Our participation in major medical conferences, including the

69^th Annual Conference of the Indian Orthopaedic Association, underscored our commitment to continuous learning and innovation.

As a part of our commitment to deepening engagement with healthcare professionals, we are proud to collaborate with leading Centers of Excellence to bring cutting-edge best practices to the forefront of patient care. National Institute of Mental Health & Neuroscience (NIMHANS), Bengaluru is spearheading interactive capacity-building efforts through its 'Neuropathy Lecture Series', delivered via telemedicine, to equip medical professionals - particularly primary care doctors - with vital knowledge and tools for early recognition and effective management of neuropathy. Supporting this important initiative, Jenburkt has issued an educational grant, empowering doctors across the country to access this vital program and elevate standards of care nationwide.

Another innovative international collaboration was our alliance with Iyengar Yoga, globally recognized as the gold standard in yoga instruction - that facilitated e- programs under the theme "From Illness to Wellness," demonstrating our commitment to holistic healthcare solutions. These unique education-based initiatives facilitate the sharing of best practices with our network of health-care professionals pan-India. Our collaborations with Centers of Excellence are key to creating a ripple effect of knowledge that extends far beyond traditional medical training developing well- trained sales teams who are ultimately serving the most important stakeholder: the patient.

The Wellness Division experienced significant market traction, with strategic expansions into key states including Gujarat, Maharashtra, and Karnataka-growing our footprint from 3 cities to 10 in general trade. Notable achievements include the launch of an innovative Ortho Pain Massage Oil for chronic pain and a lightweight 7-in- 1 Multi-Action Balm for headache and body pain that are well-received. We also introduced affordable SKUs to expand our reach and make cutting-edge pain relief accessible to all.

Strengthening our collaboration with physiotherapists, we co-developed effective mobilization products tailored to their clinical needs. As the Official Pain Relief Partner, we supported over 80 events, including premier platforms like the IAP Women's Cell Conference, Physiomanthan, IAP National Conference, Adani Ahmedabad Marathon, Bengaluru Midnight Marathon, and the 45^th National Masters Athletics Championships. Our innovative "Pain Relief on Wheels" transit branding initiative in Ahmedabad generated over 5 million organic

impressions, underscoring our creative and consumercentric marketing approach. The division continues to leverage generative AI to develop engaging communication collateral for physiotherapists, consumers, and retailers. The Wellness Division extended their support to the Physiotherapy Center at NIMHANS, Bengaluru to launch a first-of-its-kind Continuing Physiotherapy Education (CPE) program through a structured series of clinical workshops and expert lectures aimed at advancing evidence-based physiotherapy practices.

We are currently in the process of implementing an Artwork Management software, which has digitized manual processes and significantly reduced approval timelines across our geographical operations.

As we look forward, Jenburkt remains committed to our core mission of delivering value to healthcare professionals, patients, and stakeholders while maintaining the highest standards of ethical business practices.

The Indian pharmaceutical industry is navigating a complex landscape characterized by both significant challenges and transformative opportunities. In the short term, regulatory compliance emerges as a critical focal point. The Central Drugs Standard Control Organisation (CDSCO) has intensified its oversight, implementing more rigorous approval processes and quality control measures. While these regulations pose immediate operational challenges, they simultaneously present an opportunity for companies to differentiate themselves through superior quality and compliance.

Price controls remain a significant short-term challenge. The government's imposition of price restrictions on essential medicines, particularly those in the National List of Essential Medicines (NLEM), constrains pricing flexibility and compresses profit margins. Companies must develop innovative strategies to maintain profitability while adhering to these regulatory constraints.

The industry's dependence on China for Active Pharmaceutical Ingredients (APIs) presents a critical vulnerability. Resource nationalism and potential export restrictions could disrupt production capabilities and escalate costs. This challenge creates an urgent opportunity for domestic API manufacturing and supply chain resilience.

Looking beyond the immediate horizon, the Indian pharmaceutical industry is poised for a transformative

journey. Digital health technologies and precision medicine are reshaping the fundamental approach to healthcare delivery. The shift towards personalized medicine challenges traditional mass production models, requiring substantial investments in new capabilities and innovative business approaches.

Technological innovation will be a primary driver of longterm success. Artificial Intelligence and Machine Learning are revolutionizing drug discovery, clinical trials, and patient engagement. The integration of advanced technologies presents an opportunity to move up the global value chain from generic manufacturing to novel drug development. Companies that successfully leverage AI, digital health platforms, and advanced research capabilities will likely emerge as industry leaders - we aim to optimize the use of this to drive innovation and efficiency.

Research and development will be critical to long-term competitiveness. The industry has already demonstrated commitment, with R&D expenditure crossing US$2 billion in 2024. Future success will depend on continued investment in emerging therapeutic areas, including oncology, neurology, rare diseases, and advanced pain management solutions.

The path forward requires a delicate balance of navigating short-term challenges while investing in longterm strategic capabilities. Companies that can effectively manage regulatory compliance, embrace technological innovation, and maintain flexibility in global market dynamics will be best positioned to thrive. Success will be defined by the industry's ability to transform risks into strategic advantages, continuously innovate, and maintain its commitment to delivering high-quality, accessible healthcare solutions.

(i) Shri Krishnan Subharaman (DIN: 01518995) and Pankaj Arun Dantwala (DIN: 02158836) : They were appointed by the members by passing two separate Special Resolutions at the 39^th AGM of the Company held on 30^th July, 2024, as the Non-executive and Independent Directors of the Company for a first term of three consecutive years from 28^th May, 2024 to 27^th May, 2027. They both are not liable to retire by rotation.

(ii) Smt. Hina Ravindra Mehta (DIN:08719453): She was re-appointed by passing a Special Resolution at the 39^th AGM of the Company held on 30^th July, 2024, as the Non-executive and Independent Director of the Company for a second term of five consecutive years

from 27^th March, 2025 to 26^th March, 2030. She is not liable to retire by rotation.

(iii) Appointment of Director on rotation basis: Shri Ashish U. Bhuta (DIN:00226479), a Director of the Company is liable to retire by rotation basis, at the ensuing 40^th AGM of the Company. Being eligible for re-appointment, he has offered himself to be reappointed.

(iv) Re-appointment of Chairman and Managing Director: Shri Ashish U. Bhuta (DIN:00226479) was appointed as the Chairman and Managing Director of the Company for a period of five years from 1^st April, 2021 to 31^st March, 2026, a special resolution is proposed for the members' approval at the ensuing AGM of the Company, for his proposed reappointment as the Chairman and Managing Director of the Company for a period of five years from 1^st April, 2026 to 31^st March, 2031 and for the terms of remuneration for a period of three years form 1^st April, 2026 to 31^st March, 2029. His appointment is subject to retirement by rotation.

A brief profile of Shri Ashish U. Bhuta being reappointed as the Director, is appearing in the explanatory statement annexed to the Notice in this Annual Report.

(v) Retirement of Non-executive and independent Director during the year: Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) retired from the Board and Committees on completion of their second tenure as the Non-executive and Independent Director on 29^th May, 2024.

(i) The Company is in receipt of individual declaration from all the independent directors on the Board under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI-LODR), confirming fulfilling the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1) (b) of the SEBI-LODR.

(ii) It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity, possessing the required expertise and experience (including proficiency).

In terms of Rule 5 of Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014, details of remuneration of the directors, CFO and the company secretary along with percentage of median remuneration paid to employees, number of employees, comparative income in salaries of employees other than the Managerial personnel, in percentage, etc. is presented in “Annexure-E”, hereto.

D. Details of the Meetings of Board of Directors:

The Board of Directors met four times during the year under review, i.e. on 28^th May 2024, 26^th July 2024, 5^th November 2024 and 28^th January 2025.

As reported in the Directors' Report for the previous financial year 2023-24 and as stated herein above the composition of the Board underwent changes during financial year 2024-25. Two new directors (in the category of Non-executive and Independent Director) were appointed w.e.f. 28^th May, 2024 and three directors retired from the Board on 29^th May, 2024. One Director was re-appointed on the Board w.e.f. 27^th March, 2025. The present composition of the Board is as given in Table-1 below.

For further details about the Board, kindly refer to report on Corporate Governance in this Annual Report.

Consequent to above mentioned changes in directors, the composition of Committees of the Board, also underwent change, as given in Table-2 below.

i. Audit Committee: This Committee met four times during the year under review: on 28“' May 2024, 26“' July 2024, 5^th November 2024 and 28^th January2025.

ii. Stakeholders Relationship Committee: This Committee met four times during the year under review: on 28^th May 2024, 26^th July 2024, 5^th November 2024 and 28^th January 2025.

iii. Corporate Social Responsibility Committee: This Committee met three times during the year under review: on 28^th May 2023, 26^th July 2024 and 28^th January 2025.

iv. Nomination and Remuneration Committee: This Committee met two times during the year under review: on 28^th May 2024 and 26^th July 2024.

The above referred Committees, during their respective meetings takes decision on matters within their purview and recommend the same to the Board. The Board in turn consider all such recommendations forwarded by the Committees to it, to arrive at appropriate decisions.

For more details about the above committees, their terms of reference, etc. kindly refer to report on Corporate Governance in this Annual Report.

In compliance with the provisions of Section 134(3)(p) and Schedule IV (Code for Independent Directors) of the Act, and Regulation 17(10) of the SEBI-LODR, the Company has carried out an annual performance evaluation of the Board, its Committees, and individual Directors, including the Chairperson and Independent Directors.

The evaluation was conducted through a structured and transparent process designed to foster effective governance and accountability. The process included:

1. Board Evaluation:

Conducted by all Directors to assess the Board's structure, composition, diversity, processes, effectiveness in strategic and risk oversight, adherences & compliances, and stakeholder value creation.

2. Committee Evaluation:

Each Committee was evaluated by its members based on the effectiveness of its meetings, quality of inputs, clarity of roles, timely and informed decisionmaking process, and compliance with regulatory responsibilities.

3. Individual Directors' Evaluation:

Directors were evaluated based on their attendance, preparedness, participation, understanding of the business, and contribution to Board discussions and decision-making.

4. Independent Directors' Evaluation:

Conducted by the entire Board (excluding the Director being evaluated), as per Schedule IV of the Act, focusing on objectivity, integrity, independent judgment, and contribution to governance.

5. Evaluation of the Chairperson:

Conducted by the Independent Directors, taking into account leadership qualities, facilitation of effective Board functioning, and relationship with other Directors and management.

These evaluation were based on a set of well-defined and objective criteria, which included:

• Composition and diversity of the Board and Committees

• Effectiveness in strategic planning and risk

• Timely and informed decision-making

• Adherence to ethical standards and governance norms

• Level of engagement and meaningful participation

• Compliance with applicable laws, policies, and procedures

• Contribution to the development of a transparent and high-performance culture.

• The Board operates in a professional, transparent, and efficient manner, providing sound strategic direction and oversight.

• Committees function independently and effectively, with clear focus on their respective mandates.

• Individual Directors, including Independent Directors, contributed significantly to Board deliberations, upholding high standards of integrity, independence, and accountability.

• The Chairperson demonstrated strong leadership, fostering open dialogue and ensuring active participation by all Board members.

The Board of Directors has approved and adopted two policies with regard to directors' appointment and their remuneration. These are “Selection of Directors, Senior Managerial Personnel and determining Directors' independence” and “Remuneration of Directors, Key Managerial Personnel and other Employees”.

i. For selection of Directors and determining Directors' independence:

For providing guidance towards appointee directors' qualification, experience, etc. as required and determine their independence of the management of the Company, the Company has framed a policy viz. “Selection of Directors, Senior Managerial Personnel and determining Directors' independence” is framed. This policy contain the guiding principles for the Nomination and Remuneration Committee for identifying Directors.

For the appointment of a Director on the Board of the Company, the Nomination and Remuneration Committee, take in to account criteria such as education, professional background, knowledge and understanding about Company's business dynamics, the industry, in general, personal and professional ethics, integrity values and willingness to shoulder his/her duties, attendance at the Board and Committee meetings, perform his/her role with responsibility, adherence to the company's policies and codes, provision of all acts, rules and regulations, as applicable etc., are consider to act as the Director on the Board of the Company. In case of independent Directors, his/her independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly, are taken into account. W e b l i n k :

https://www.jenburkt.com/Other Info/20152016/

Policy-Selection-of-Directors-Senior-Managerial-

Personnel-Determining-Directors-

Independence.pdf

ii. For remuneration of Directors, key managerial personnel and other employees:

The Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

Guiding Principles for remuneration: The Company shall remunerate all its personnel fairly, reasonably and sufficiently. The remuneration shall be commensurate to attract, retain and motivate the human resources of the Company. The level of the concerned employee in the Organization compensation package will, inter alia, take into account the level of the concerned employee in the organization, as approved by the Human Resource head.

With the above guiding principles, the Nomination and Remuneration Committee recommend to the Board, the remuneration payable to all the Directors, key managerial personnel and senior employees of the Company including the sitting fees of the independent Directors.

Your company has also insured all its Directors and senior officers, under D&O liability insurance, for indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The insurance premium towards the said policy is borne by the Company. W e b l i n k : https://www.jenburkt.com/Other Info/20152016/ Policy-on-Remuneration-of-Directors-Key- Managerial-Personnel-and-Other-Employees.pdf

Pursuant to Section 134 (5) of the Act, in relation to the

financial statements for the financial year 2024-25, your

Board of Directors state that:

i. in the preparation of the annual accounts for the financial year 2024-25, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable and there are no material departure from the same;

ii. the estimates and judgments relating to financial statements have been made, based on application of sound and consistent accounting policies, on a prudent and reasonable basis in order to ensure that financial statements for the financial year 2024-25 reflect, in a true and fair manner, the form and substance of the transactions are reasonably present the Company's state of affairs and profit/loss for the year;

iii. they 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 and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls, which are adequate and operating effectively and

vi. the systems are in place to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

In compliance with the provisions of the Section 203(1) of the Act, the Company has three KMPs, viz. Shri Ashish U. Bhuta-Chairman and Managing Director, Shri Dilip H. Bhuta-Whole Time Director and CFO and Shri Ashish R. Shah-Company Secretary and Compliance Officer as on 31^st March, 2025. No changes in KMP took place during the year under review.

Jenburkt's internal controls are commensurate with its size and the nature of its operations. Appropriate systems of recording financial and operational information, internal control, including monitoring procedures are maintained at the Company. This ensure that all assets are safeguarded against loss from unauthorized use or disposition and that the overall objects and goals a re met within the organisation.

Jenburkt has, as a policy, well defined delegation of power with proper authority, ensuring appropriate responsibilities are carried out by the concerned with commitment to create organisation's assets and income.

Your Company strongly believe in financial prudence and ethical governance. The Internal control system involve overseeing the process effected by the Board and Senior Personnel of the Company, to provide reasonable assurance that the Company compliances with the applicable laws, policies, codes, etc. and that such compliances are done in timely manner and are accurate and reliable. Proactive approach towards prevention and corrective measures are ensured.

The policies and procedures framed and practiced by the employees of the Company endeavours to provide for adequate checks and balances and are meant to ensure that all the approvals, authorisations, verifications, reconciliation,

reviews are performed and recorded and all statutory compliances are done and reported wherever required.

The Company keeps investing in automation and latest technology to improve efficiency in business operations. A SAP based ERP system is in place in the Company. This ERP system integrate the Company's manufacturing and supply chain and key supporting functions like finance and accounts, marketing, sales, HR, etc. The system has also been installed with your Company's Super Stockists to get data of their sales, stock, collection, breakage/expiry etc. The Company's investment in such technology ensured that your Company could work remotely almost instantaneously during pandemic.

A software for Structured Digital Database has been installed in the own server of the Company, as required under SEBI - (Prohibition of Insider Trading) Regulations, 2015 (SEBI-PIT). All the Unpublished Price Sensitive Information (UPSI) of the Company are recorded in it, as and when generated. The trading, transactions etc. by the designated and connected persons in the equity shares of the Company are also recorded regularly.

To strengthen the compliance culture at every level, the Company has very recently installed a Compliance Management Application. This system facilitates the monitoring and reporting of compliance with applicable laws across the Company i.e. at the Head Office, plant, and warehouse. It will enable the management to track compliance more effectively and promote a culture of accountability, thereby providing enhanced assurance for being and remaining compliant to the Board of Directors and stakeholders.

The audit committee of the Company carries out inter-alia, the functions specified under the Act and SEBI-LODR. The Company has a well-defined whistle blower policy under its vigil mechanism.

The Company's accounts are overviewed every quarter by the Internal Auditors and Statutory Auditors. The Company's cost data are also verified by the Cost Auditors. The Company's secretarial compliances are verified by a firm of the Practising Company Secretaries. There have been no major adverse observations reported by any of them for the year under review. For the operational issues reported by them, the Company took necessary corrective actions to rectify them.

Your Company's financial health is robust, it's a debt-free and cash rich Company, maintaining and ensuring liquidity and financial agility, this provide us with the flexibility to seize growth opportunities swiftly. Our commitment to paying vendors, all stakeholders promptly strengthens our

partnerships, ensuring a smooth supply chain. Your Company is also prompt in meeting its statutory obligations. This disciplined approach ensures that our financial commitments are met without compromising our financial stability.

After paying handsome dividends, the profits are ploughed back to business, every year. This enable the Company to focus on strategic and diversified investment, research and developments and sustainable growth. Stringent financial control ensures transparency, accuracy and various timely compliances. The Board is of the opinion that the Company's internal financial controls are adequate and effective.

Our Research and Development efforts in 2024-2025 were marked by innovation, strategic focus, and a steadfast commitment to addressing critical healthcare needs. A key milestone during this period was the renewal of our R&D unit's recognition by the Ministry of Science & Technology, Department of Scientific and Industrial Research, Government of India, originally granted in January 2010, this continued certification stands as a testament to our consistent adherence to the highest standards of scientific excellence and operational rigor.

During the year, we achieved notable product development milestones, successfully launching two new products in the Pharmaceutical Division and two new products in the Wellness Division. These developments underscore our ability to respond to evolving healthcare needs and market demands. As pioneers in pain management, we remain focused on understanding patients' needs and building a pipeline of efficacious products. Our approach goes beyond mere product development; we are dedicated to driving leadership in primary care by continuously studying and addressing the complex healthcare challenges faced by patients.

Our human resource approach is characterized by a culture that balances professional excellence with core Indian values of mutual respect, teamwork, and personal development. We continue to drive towards objective assessment and transparent performance management, implementing rigorous goal-setting processes and conducting regular performance reviews. This approach ensures that every team member has clear expectations, meaningful feedback, and opportunities for professional growth. As part of our talent development initiatives, we conduct a structured Leadership Development Program aimed at nurturing future leaders through targeted training, mentoring, and crossfunctional exposure. Our cross-functional team QUEST continues to meet regularly and operate effectively; launched in 2007, its primary objective is to achieve and

maintain high quality by working unitedly, efficiently, and with strong support from all stakeholders-to deliver the best products and services on time. A testament to our commitment to gender equality is the remarkable composition of our workforce, with 54% of our plant workforce being women-reflecting our dedication to creating opportunities and breaking traditional barriers.

The past year has been a period of both challenges and resilience for our international business. As we expand our footprint beyond India, we continue to navigate complex regulatory landscapes, economic fluctuations, and operational hurdles while staying committed to sustainable growth. Regulatory approvals and product registrations remain a significant challenge in many of our key international markets. Lengthy approval processes and evolving compliance norms have resulted in delays, impacting the speed at which we can introduce new products. Despite these obstacles, our regulatory teams have been working diligently to streamline the process, ensuring that we meet the highest global standards while accelerating market entry.

The economic situation in Sri Lanka has had an impact on our export business in the region. Currency fluctuations, import restrictions, and lower consumer spending have led to a temporary slowdown in demand. However, we remain committed to this market and continue to engage with local partners to find solutions that ensure business continuity. Our strategic approach focuses on optimizing supply chain efficiencies, strengthening distributor relationships, and identifying opportunities for sustainable growth despite external uncertainties.

Our international expansion is driven by a long-term vision- one that prioritizes not just commercial success but also healthcare accessibility and patient well-being across regions. Looking ahead, we remain optimistic about our international business prospects. By leveraging our expertise in product development, regulatory compliance, and strategic partnerships, we are confident in our ability to overcome challenges and continue our journey towards becoming a globally recognized healthcare brand.

Your Company operates exclusively in one segment i.e. pharmaceutical formulations.

a. Inventory Turnover ratio has declined marginally from 3.60 times (2023-24) to 3.40 times (2024-25).

b. Interest coverage ratio was declined from 130.94 times (2023-24) to 98.02 times (2024-25).

c. Change in Return on Net worth: The net worth of the

Company rose from f 14494.02 Lacs (2023-24) to f 17,177.71 Lacs (2024-25). The return on net worth increased from 17.92% (2023-24) to 18.66% (2024-25).

d. Total Debt Equity Ratio increase from 0.00 times (202324) to 0.02 times (2024-25).

e. Debtors' turnover ratio reduced from 7.79 times (202324) to 7.54 times (2024-25).

f. Current Ratio decreased from 6.70 times (2023-24) to 3.00 times (2024-25).

g. Operating profit margin improved from 25.05% (202324) to 29.32% (2024-25).

h. Net profit margin improved from 18.30% (2023-24) to 21.14% (2024-25).

Figures of the financial year 2024-25 are re-arranged wherever required due to re-grouping or re-arranging of figures for proper comparison.

The auditors of the Company viz. M/s. D. R. Mehta & Associates (Reg. No.:106207W) have confirmed their eligibility to act as the auditors of the Company for the period from conclusion of the ensuing 40^th AGM (2025) till conclusion of 41^st AGM (2026) for auditing the financial statement of the Company for the financial year 2025-26.

The Company has appointed them for a term of five consecutive years from the conclusion of the 37^th AGM held on 29^th July, 2022 to the conclusion of the 42^nd AGM to be held in the year 2027.

The auditors' report with unmodified opinion on the financial statements of the Company pertaining to financial year 202425 as submitted by them was disclosed/circulated, as required.

This report do not contain any qualification, reservation or adverse remark or disclaimer.

Kindly find attached “Annexure-A and A-1” to this report for the secretarial audit report for the financial year 2024-25, presented by M/s. Nilesh G. Shah & Associates, Practicing Company Secretaries, in prescribed format i.e. Form MR-3.

Their annual secretarial compliance report under regulation 24A(2) of SEBI-LODR pertaining to financial year 2024-25 was also received by the Company and submitted to the stock exchange, as required.

This report do not contain any qualification, reservation or adverse remark or disclaimer.

An Ordinary resolution has been proposed for your consideration at the ensuing 40^th AGM, for the appointment M/s. Nilesh Shah & Associates, a peer reviewed firm of a practicing Company Secretaries (firm registration no.

P2003MH008800) to act as the secretarial auditors of the Company in pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI LODR. They have confirmed that they are eligible to act as the secretarial auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of this 40^th AGM till the conclusion of 45^th AGM to be held in the year 2030, i.e. from the financial year 2025-26 to financial year2029-30.

The previous tenure of appointment of the Secretarial Auditors viz. M/s. Nilesh Shah & Associates, practicing Company Secretaries was upto 31^st March, 2025.

Pursuant to Section 134(2)(ca) of the Act, the Statutory Auditors have stated in their report that in terms of Section 143 (12) of the Act, in the course of their duties, had no reason to believe that any of the officer or employee of the Company, had or has committed any offence or fraud.

In pursuance of the order of the Central Government and pu rsuant to section 148(1) of the Act, Companies (Cost Record and Audit) Amendment Rules, 2014 as amended, your Company prepare and maintain cost records, for its pharmaceutical formulations.

On the recommendation of the Audit Committee, M/s. Kirit Mehta & Co. (Registration No.: 000353) were appointed as the cost auditors, by the Board of Directors of the Company, for auditing the cost records of the Company for the financial year

2025-26. The Company was in receipt of their letter confirming that their firm is free from any disqualification and are eligible for appointment as the cost auditors of the Company for the financial year2025-26.

The Company and the Cost Auditors have mutually agreed upon the fees for the services to be rendered by the cost auditors for financial year2025-26. An ordinary resolution has been proposed in the notice convening the ensuing 40“' AGM of the Company, for ratification of their fees for the financial year2025-26.

Pursuant to section 148(6) of the Act, read with rules thereunder, the Company's cost audit report for the financial year 2023-24 under Form No.: CRA-4 was submitted to the Central Government during the year.

Company's annual return, in the prescribed form no. MGT-7, containing particulars, as they stood on the close of the financial year 2023-24, as duly submitted to the Ministry of Corporate Affairs, in compliance with section 92(3) and 134(3)(a) of the Act, is placed on the website of the Company, viz. www.jenburkt.com. For the web link of the same, kindly refer to report on Corporate Governance in this Annual Report.

No loan or guarantee was given to any person or body corporate directly or indirectly by the Company, pursuant to Section 186 of the Act, during the financial year 2024-25. The investments in various securities made and held by the Company during the financial year under review are within the limits set under the applicable provisions of the Act, details of which are presented in schedule 4 of the financial statement of the Company.

The Board of the Company has approved the Company's policy on "Materiality of related party transactions and dealing with related party transactions". The same is available on the Company's website, viz. www.jenburkt.com. For the web link of the same, kindly refer details provided in the report on Corporate Governance in this Annual Report.

A. In terms of Section 188 of the Act and rules made thereunder, no materially significant related party transaction, was entered into by the Company during the financial year 2024-25, with its promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company, at large. None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company.

Two Leave and License agreements, which are not material in nature, were executed by the Company during the financial year 2022-23. Both of them were in the ordinary course of business and at arm's length basis. Voluntary disclosure of these transactions (not “Material” in nature) are annexed in the prescribed form No. AOC-2 to this report as “Annexure-B”.

The Company has no Material related party transactions in terms of Regulation 23 of SEBI-LODR and in terms of the Company's policy.

None of the Directors on the Board or any KMPs, apart from receiving their respective remuneration and dividend on their shareholdings, has any pecuniary transaction with the Company, or inter-se, which has potential conflict of interest with the Company.

(a) Disclosure in terms of Regulation 34(3) read with sub clause (1) of clause A (Related Party Disclosure) of Schedule V of SEBI -LODR:

-This requirement is not applicable to the Company.

(b) Disclosure in terms of Regulation 34(3) read with sub clause (2) of clause A (Related Party Disclosure) of Schedule V of SEBI-LODR:

-This requirement is not applicable to the Company as it doesn't have any Holding or Subsidiary Company.

(c) Disclosure in terms of Regulation 34(3) read with sub clause (2A) of clause A (Related Party Disclosure) of Schedule V of SEBI-LODR:

-Kindly refer to disclosure in AOC-2 at "Annexure-B" annexed to this report.

Corporate Social Responsibility is a core element of the Company's culture and is implemented with a strong focus on compliance with applicable legal requirements. In accordance with Section 135 and Schedule VII of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company carries out its CSR activities directly.

During the year under review, CSR initiatives were undertaken based on the recommendations of the CSR Committee and with the approval of the Board.

The Company has a Board-approved CSR Policy, under which an Annual Action Plan is formulated for each financial year.

All CSR expenditures during the year were made in alignment with this Policy and Action Plan.

A detailed report on the Company's CSR activities, including a summary of the CSR Policy, the nature of initiatives undertaken, the amount spent during the year, and other prescribed disclosures, is provided in the format specified under the applicable rules and is annexed to this Report as “Annexure-C”.

The CSR Policy of the Company is available on the website of the Company at

https://www.jenburkt.com/Other Info/20152016/Policy%20on%20CSR.pdf.

The Company has taken appropriate steps to intimate those shareholders who have not claimed their dividend for consecutive seven years, regarding mandatory transfer of dividend and corresponding shares to IEPF, by way of sending individual letters, by providing information under notes to the notice convening AGMs and by publishing newspaper notices, regarding their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account.

Necessary actions were taken by the Company for creating unpaid dividend accounts and uploading status of unpaid dividends, year wise, with required details on its website, in pursuance to section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, from time to time. In accordance to the said Act and Rules, the unclaimed dividend amount lying in the Company's unclaimed dividend bank account pertaining to the dividend for the financial year 2016-17 and 2017-18 (interim) were transferred to IEPF authority by the Company along with the corresponding equity shares.

The shareholders are hereby informed that the dividend

amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said rules of IEPF, in this regard the Company Secretary is the nodal officer of the Company. The shareholders are requested to complete their KYC requirements and claim their dividend, from the Company, if not encashed yet, from financial year 2017-18 (final dividend) onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any. Individual letters are already sent to the shareholders, in this regard and newspapers advertisement are also published, to alert those who have not yet claimed their past dividend(s) if any.

The shareholders are advised to take note that the details of the shareholders whose dividend and shares transferred to IEPF are available at https://jenburkt.com/investors/ unclaimed-dividends. It is also uploaded on the website of IEPF viz. www.iepf.gov.in. The transfer of unclaimed dividend amount pertaining to financial year 2017-18 (final) will take effect during financial year 2025-26.

The applicable provisions of the secretarial standard-1 on the meetings of Board of Directors and its Committees, and the secretarial standard-2 on general meetings as formulated and issued by The Institute of Company Secretaries of India (ICSI) are complied with by the Company.

Majority of the provisions of the other secretarial standards, as formulated by ICSI and which are non-mandatory and recommendatory in nature, were voluntarily complied with by the Company, during the financial year 2024-25.

A detailed report on the Corporate Governance of the Company, pursuant to the relevant provisions of the Act and SEBI-LODR and the secretarial auditor's certificate regarding Company's compliances with Corporate Governance norms during financial year 2024-25 are attached to this Annual Report.

In pursuance of Section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR, a vigil mechanism of the Company has been established by forming a whistle blower policy of the Company, inter alia providing adequate safeguard against any victimization of any employee and / or Director of the Company.

With a clear intent of zero tolerance towards unethical conduct or behavior within the Company, the Company has in place a policy on Vigil Mechanism. Over the years, through its strong vigil mechanism, your Company is known for carrying on business with integrity and values.

The Employee/Director of the Company are free to disclose or

report any genuine concern, regarding wrongful misconduct (as defined in said policy), including reporting instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. No employee or Director of the Company was denied access to the audit Committee. There was no reporting of any such event during the year. The Audit Committee review the functioning of vigil mechanism / whistle blower policy. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com. Policies on code of conduct is also uploaded on the said website www.jenburkt.com.

No cyber security related issue experienced by the Company, during the year under review. The Company, as an on-going process, is strengthening its cyber security infrastructure to safeguard itself from any security issues, in future.

A. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as “Annexure-D”, to this report.

B. In pursuance of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of employees, are annexed herewith as “Annexure-E” to this report.

C. Risk management plan: Your Company has formulated a risk management plan and have constituted a risk management Committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

D. In terms of Section 134(3) (l) of the Act-No Material changes or commitments have occurred, affecting the financial position of the Company, after 31^st March, 2025 till the date of this report.

Disclosure or reporting is not required by the Company with respect to the following items as there were no transactions nor any reporting required on these items for the year under review:

A. The disclosure under Schedule V (A) (2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company, since your Company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Company.

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

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

D. Issue of shares (including sweat equity shares) to employees of the Company, under any scheme.

E. As certified by the RTA no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- (F) of the SEBI- LODR.

F. No application was made, nor any proceedings is pending against the Company under the Insolvency and Bankruptcy code, 2016, during the year.

G. Changes in the Capital Structure of the Company.

In accordance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, your Company has framed a policy and also have constituted an internal complaints committee headed by a woman employee. No complaint, in this regard, was received by the Committee, during the year. The Annual Report under the said Act, for the year 2024 has been submitted to the District Officer, as required.

No significant or material orders were passed by the regulators or courts or tribunals which may impact the going concern status and Company's operations in future. For details regarding existing legal matters, kindly refer to Note (s) titled as “Contingent Liabilities” under Significant Accounting Policies.

The employees are the assets for the growth of the Company, your Directors acknowledge their untiring support and place on record their gratitude and convey their sincere appreciations for the hard work and excellent commitment displayed by each of them, during the year under review. Your Director also thank all the Stakeholders, various Government Departments and Agencies for their co-operation and support throughout.

For and on behalf of the Board of Directors

Ashish U. Bhuta Chairman and Managing Director DIN: 00226479

Mumbai, 20^th May, 2025.