Anuh Pharma Ltd

To,

The Members,

Your Directors have pleasure in placing before you the 65 Annual Report of the Company along with the Accounts for the Financial Year ended 31 March, 2025:

(Rs In Lakhs)

For the year under review, the Directors have recommended Final Dividend of Rs. 1.50/- per share i.e., @ 30% (Rs. 2.50/- per share i.e., @ 50% for the previous year) on Equity Shares of face value of Rs. 5/- (Rupees Five Only) each of the Company. The total dividend outgo shall be Rs. 1,503 lakhs as compared to Rs. 1,253 lakhs during the previous year.

The revenue from operations for the year ended 31 March, 2025 amounted to Rs. 66,151 lakhs as against Rs. 64,700 lakhs for the previous year. Thus, the income from operations of the Company has increased by about 2 % as compared to last year's revenue from operations.

During the year 2024-25 profit before tax as compared to last year has reduced by 22 % from Rs. 7,831 lakhs to Rs. 6,100 lakhs and profit after tax has reduced by 21 % from Rs. 6,006 lakhs to Rs. 4,735 lakhs.

During the Financial Year ended 31 March, 2025, the Company proposes to transfer Rs. 7.00 Crores to general reserves.

The Paid-up Equity Share Capital of the Company as of 31 March, 2025 was Rs. 25,05,60,000/- (Rupees Twenty-Five Crores Five Lakhs Sixty Thousand Only) comprising 5,01,12,000 (Five Crores One Lakh Twelve Thousand Only) equity shares of Rs. 5/- (Rupees Five Only) each.

During the year under review, the Company listed its specified securities on the National Stock Exchange of India (NSE) w.e.f. 20 December, 2024.

Subsequent to the year end and up to the date of the this Report, the Company has declared a Bonus Shares in the ratio of 1:1 i.e. 1 (One) new fully paid up Bonus Equity Share of Rs. 5/- each for every 1 (One) existing fully paid up Equity Share of Rs. 5/- each, held by the shareholders of the Company.

The Capital Structure is as follow:

The Authorised Equity Share Capital of the Company is Rs. 51,00,00,000 (Rupees Fifty-One Crores Only) comprising 10,20,00,000 (Ten Crores Twenty Lakhs Only) equity shares of Rs. 5/- (Rupees Five Only) each.

The Paid-up Equity Share Capital Post Bonus Issue has increased to Rs. 50,11,20,000/- (Rupees Fifty Crores Eleven Lakhs Twenty Thousand Only) comprising 10,02,24,000 (Ten Crores Two Lakhs Twenty Four Thousand Only) equity shares of Rs. 5/- (Rupees Five Only) each.

Apart from this, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity.

In accordance with the provisions of Section 124, 125 & other applicable provisions, if any of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as IEPF Rules) (including any statutory modifications(s) or re-enactments(s) thereof for the time being in force) the amount of dividend remaining unpaid or unclaimed is required to be transferred to IPEF, maintained by the Central Government.

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended ("IEPF Rules") all the shares on which dividend remains unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to demat account of the IEPF authority as notified by the Ministry of Corporate Affairs.

In terms of the IEPF Rules, Rs. 1,81,396/- amount of unpaid/unclaimed dividends and 11,104 shares were transferred during the financial year 2024-25.

Exports for the year ended 31 March, 2025 have increased by about 19 % from Rs. 30,410 lakhs to Rs. 36,336 lakhs.

We are pleased to inform you that the Company has received the European Directorate for the Quality Medicine (EDQM) Certificate of Suitability (CEP) for Allopurinol and Ambroxol HCL.

During the FY 2024-25, the equity shares of the Company were even listed on the National Stock Exchange of India Limited (NSE) w.e.f. 20 December, 2024.

The Company has inaugurated its new Manufacturing Block API-3 situated at E-17/3, E-17/4 & E-18, M.I.D.C., Tarapur, Boisar, Dist. Palghar 401506, India on 15 November 2024, which has increase existing overall operational capacity by 400 MT/Annum.

During FY 2024-25, We have enhanced the capacity from 1,800 MTPA to 2,200 MTPA at our Boisar site.

During FY 2024-25, the Company has made an investment into the solar power Special Purpose Vehicle (SPV) by subscribing the Equity shares of Huoban Energy 5 Private Limited.

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mr. Bharat Nemchand Shah and Mr. Gaurav Satish Shah, Directors of the Company shall be liable to retire by rotation at the ensuing 65 Annual General Meeting and being eligible have offered themselves for re-appointment.

Please note that Mr. Sandeep M. Joshi, Director completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. 21 August, 2024.

As on 31 March, 2025, Mr. Ritesh Shah, Joint Managing Director, Mr. Vivek Shah, Joint Managing Director, Mr. Darshan Rampariya, Chief Financial Officer and Mr. Manan Jayesh Vadhan, Company Secretary and Compliance Officer were the Key

Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013-

i) That in the preparation of the annual financial statements for the year ended 31 March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year viz. 31 March, 2025 and of the profit or loss of the Company for the year ended on that date.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts on a going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015").

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

The Company's shares are listed with BSE Limited and the Company has paid the necessary Annual Listing Fees for the Financial Year 2025-26.

The Company's shares are listed with National Stock Exchange of India Limited w.e.f 20 December, 2024 and the Company has paid the necessary Annual Listing Fees for the Financial Year 2025-26.

The Company has not accepted or renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director and Whole Time Directors were in receipt of remuneration in excess of the limits set out in the said rules.

During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report that forms part of the Annual Report. The maximum interval between any two

Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, the Chairperson's as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Familiarisation Programme has been carried out by the Company for the Independent Directors, details of which has been uploaded on the Company's website i.e. www.anuhpharma.com.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted Financial Risk Management Policy.

The Company has in place internal financial controls with reference to the financial statements. The Company has adopted

policy on internal financial control system for proper observation of internal financial controls.

The Company has a vigil mechanism named whistle blower policy in accordance with section 177(9) of the Companies Act, 2013 and Listing Regulations, 2015, to deal with instance of fraud and mismanagement, if any. The vigil mechanism/whistle blower policy is uploaded on the Company's website i.e. www.anuhpharma.com.

The Board has framed a Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration on the recommendation of the Nomination & Remuneration Committee. The Nomination and Remuneration Policy is uploaded on the Company's website i.e. www.anuhpharma.com.

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

A policy for prevention of Sexual Harassment of Women at workplace has been adopted and Internal Complaints Committee was also reconstituted by the Board of Directors of the Company. The policy and the composition of Internal Complaints Committee are uploaded on the Company's website. i.e. www.anuhpharma.com

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

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Companies (Accounts) Second Amendment Rules, 2025, the Company has in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment at the workplace.

During the financial year ended 31st March, 2025, the following details are reported:

Number of sexual harassment complaints received during the year: 0

Number of complaints disposed of during the year: 0

Number of complaints pending for more than 90 days: 0

Number of awareness programs or workshops conducted for employees: 1

Number of employees as on the closure of financial year: O Female: 11 O Male: 247 O Transgender: NIL

The Company confirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the financial year, including but not limited to the grant of maternity leave, nursing breaks, and protection from dismissal during maternity, wherever applicable.

In terms of Regulation 9 of the Listing Regulations, 2015, the Board has adopted this Policy for Preservation of Documents. To determine preservation period for records/documents based on their reference value and legal requirements. The Policy is uploaded on the Company's website. i.e. www.anuhpharma.com

In pursuance of Regulation 30 of the Listing Regulations, 2015, the Company has adopted the policy for determination of materiality of any event or information based on the criteria mentioned in the said regulation ("Material Information") and that the information has been and is being promptly forwarded to the Stock Exchange. The Policy is uploaded on the Company's website. i.e. www.anuhpharma.com

This Policy is framed in compliance with the Regulation 30 of the Listing Regulations, 2015. The policy is uploaded on the

Company's website. i.e. www.anuhpharma.com

The Company has authorized Mr. Ritesh Shah, Joint Managing Director and Mr. Manan Vadhan, Company Secretary and Compliance Officer of the Company for the purpose of determining the materiality of an event or information and for making disclosures to Stock exchange(s) under Regulation 30 of the Listing Regulations, 2015.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as "Annexure - 1" to the Directors' Report.

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Siddharth J. Shah, Non-Executive Independent Director. The other Members of the Committee are Mr. Bipin N. Shah, Vice Chairman & Non - Executive Director and Mr. Arun L. Todarwal, Chairman & Non-Executive Non-Independent Director. The CSR policy of the Company is uploaded on the Company's website. Other details of the CSR activities undertaken by the Company as required under Section 135 of the Companies Act, 2013 i.e. CSR Report is annexed as "Annexure - 2" to the Directors' Report.

The Company is committed to building sustainable business. The Company has initiated various ESG initiatives like, water conservation, energy conservation projects, tree plantation and others with goal to achieve planet resilience and a commitment towards carbon neutral environment. The Company, through its investment in solar power project having size of 3.30 MW will result in sustainable green energy as a responsibility towards the planet.

The details forming part of the extract of the Annual Return in form MGT-7 is available on the website of the Company at www.anuhpharma.com.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company's website.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is annexed as "Annexure - 3" to the Directors' Report.

The table containing the names and other particulars of ratio of Director's Remuneration to Median Employee's Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure - 4" to the Director's Report.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report is a part of this report.

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and

Auditors) Rules, 2014, M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration Number 104133W), were appointed as Statutory Auditors of the Company in the 62 Annual General Meeting held on 05 August, 2022 to hold office from the conclusion of the 62 Annual General Meeting till the conclusion of the 67 Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Mr. Ankit Kishor Chande, having Membership No. 34051 for conducting the audit of cost records of bulk drugs maintained by the Company for the financial year 2025-26 at a remuneration of 1,20,000/- (Rupees One Lakh Twenty Thousand Only) plus GST as applicable and reimbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2025-26.

In view of the requirements of Section 148 of the Companies Act, 2013, the Company has obtained from the Cost Auditor written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (cost records and audit) Rules, 2014.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Member's ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended 31 March, 2024 submitted by Ankit Chande, Cost Auditor on 02 August, 2024. The Cost Audit Report for the financial year ended 31st March, 2025 shall be filed in due course.

The Secretarial Audit Report (Form No. MR-3) issued by M/s. Pramod S. Shah and Associates, Practicing Company Secretaries., Secretarial Auditor of the Company for the year ended 31 March, 2025 is annexed as "Annexure - 5" to the Director's Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchange within the prescribed time.

In accordance with the amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 12/12/2024, pursuant to provisions of Regulation 24A, as being amended from time to time, the Board has, on the recommendation of the Audit Committee, appointed M/s. GHV & Co., Practicing Company Secretaries, having UIN.: P2016MH057400 for conducting the secretarial audit from FY 2025-26 to FY 2029-30 at such remuneration as may be mutually agreed between the Board of Directors and the Secretarial Auditors, along with applicable taxes thereon and in addition to the out of pocket expenses as maybe incurred in connection with Secretarial Audit of the Company.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.