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DIRECTORS' REPORT

Anuh Pharma Ltd.

GO
Market Cap. ( ₹ in Cr. ) 793.97 P/BV 2.25 Book Value ( ₹ ) 35.14
52 Week High/Low ( ₹ ) 96/67 FV/ML 5/1 P/E(X) 19.35
Book Closure 05/08/2026 EPS ( ₹ ) 4.10 Div Yield (%) 1.89
Year End :2026-03 

Your Directors have pleasure in placing before you the 66th Annual Report of the Company along with the Accounts for the Financial Year ended 31st March, 2026:

FINANCIAL HIGHLIGHTS

(' In Lakhs)

Accounting Year

2025-26

2024-25

Revenue from Operations

77,166

66,151

Other Income

435

946

Profit before interest, depreciation and taxation

6,608

7,036

Interest

47

62

Depreciation

1,138

874

Provision for taxation (net)

1,318

1,365

Profit after tax

4,105

4,735

Profit and Loss Account balance B/f

18,445

15,663

Income Tax adjustment of earlier years

-

-

Profit available for Appropriation

22,550

20,398

Transfer to General Reserve

700

700

Interim Dividend

-

-

Final Dividend

1,503

1,253

Balance carried to the Balance Sheet

20,347

18,445

DIVIDEND

For the year under review, the Directors have recommended Final Dividend of Rs. 1.50/- per share i.e., @ 30% (Rs. 1.50/- per share i.e., @30% 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. 1,503 lakhs during the previous year.

OPERATIONS

The revenue from operations for the year ended 31st March, 2026 amounted to Rs. 77,166 lakhs as against Rs. 66,151 lakhs for the previous year. Thus, the income from operations of the Company has increased by about 17% as compared to last year’s revenue from operations.

During the year 2025-26 profit before tax as compared to last year has reduced by 11% from Rs. 6,101 lakhs to Rs. 5,422 lakhs and profit after tax has reduced by 13% from Rs. 4,735 lakhs to Rs. 4,105 lakhs.

CHANGE IN NATURE OF BUSINESS

During the Year, there was no change in the Nature of Business being conducted by the Company THE AMOUNT, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the Financial Year ended 31st March, 2026, the Company proposes to transfer Rs. 7.00 Crores to general reserves.

SHARE CAPITAL

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 of the Company as of 31st March, 2026 was Rs. 50,11,20,000/- (Rupees Fifty Crores Eleven Lakhs Twenty Thousand Only) comprising of 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.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, there are no Companies that are subsidiary, joint venture or associate of the Company. TRANSFER TO IEPF

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. 2,00,119/-amount of unpaid/unclaimed dividends and 24,340 shares were transferred during the financial year 2025-26.

EXPORTS

Exports for the year ended 31st March, 2026 have reduced by about 2% from Rs. 36,344 lakhs to Rs. 35,479 lakhs.

CURRENTOUTLOOK

We are pleased to inform you that the Company has received the Certificate of Suitability (CEP) from the European Directorate for the Quality of Medicines & HealthCare (EDQM) for Sulfadimethoxine.

Further, we are pleased to inform you that the Company had undergone inspection conducted by the United States Food and Drug Administration (USFDA). The inspection was completed with no Form 483 observations issued.

And, we are pleased to inform you that the Company had undergone audit being conducted by the European Directorate for the Quality of Medicines & HealthCare (EDQM). The facilities were found to be compliant during the Audit.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FY OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has inaugurated its new Manufacturing Block INT-1A situated at E-17/3, E-17/4 & E-18, M.I.D.C., Tarapur, Boisar, Dist. Palghar - 401506, India on 15th July, 2025, which has enhanced existing overall manufacturing capacity by 200 MT/Annum.

During FY 2025-26, We have enhanced the existing capacity from 2,200 MTPA to 2,400 MTPA at our Boisar site, which includes the installation of an added 40 KL of reactor capacity.

BOARD OF DIRECTORS

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. Bipin Nemchand Shah and Mr. Arun L. Todarwal, Directors of the Company shall be liable to retire by rotation at the ensuing 66th Annual General Meeting and being eligible have offered themselves for re-appointment.

KEY MANAGERIAL PERSONNEL

As on 31st March, 2026, 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.

DIRECTOR’S RESPONSIBILITY STATEMENT

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 31st March, 2026, 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. 31st March, 2026 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.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

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”).

The Board is of the opinion that the Independent Directors possess the Integrity, Expertise and Experience.

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

LISTING ON THE STOCK EXCHANGE

The Company’s shares are listed with BSE Limited and the Company has paid the necessary Annual Listing Fees for the Financial Year 2026-27.

The Company’s shares are listed with National Stock Exchange of India Limited (NSE) w.e.f 20th December, 2024 and the Company has paid the necessary Annual Listing Fees for the Financial Year 2026-27.

DEPOSITS

The Company has not accepted or renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF EMPLOYEES

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.

MEETINGS

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.

BOARD EVALUATION

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. The Nomination and Remuneration Committee defines the performance evaluation criterion for Independent Directors, which includes parameters, such as knowledge, competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution, independence and independent views and judgement

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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.

BUSINESS RISK MANAGEMENT

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.

INTERNAL FINANCIAL CONTROL

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 during the Board Meeting dated 20/05/2026, reviewed the IFC Audit Report and took note of the same.

POLICIES

Vigil Mechanism / Whistle Blower Policy

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.

Nomination and Remuneration Policy

The Board has framed a Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes, independence of a Director 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.

Policy against sexual harassment of Woman at workplace

In order to prevent sexual harassment of women at work place 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.

Disclosure 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, 2026, 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: One Program at Head Office and R & D; Two Programs at Factory.

• Number of employees as on the closure of financial year:

0 Female: 27

0 Male: 295 0 Transgender: NIL Policy for Preservation of Documents

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

Policy for Determination of Materiality of any Event or Information

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

Archival Policy

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

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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.

AUTHORIZE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 134}

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

CASH FLOW STATEMENT

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

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 Director’ s Report.

ENVIRONMENTAL SUSTAINABILITY GOVERNANCE

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.

EXTRACT OF ANNUAL RETURN

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

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.

RATIO OF DIRECTOR’S REMUNERATION TO MEDIAN EMPLOYEE’S REMUNERATION AND OTHER DISCLOSURES

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.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

CORPORATE GOVERNANCE

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.

AUDITORS

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 62nd Annual General Meeting held on 05th August, 2022 to hold office from the conclusion of the 62nd Annual General Meeting till the conclusion of the 67th Annual General Meeting i.e. from F.Y.2022-23 to F.Y. 2026-27.

COST AUDITORS & COST AUDIT REPORT

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, re-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 2026-27 at a remuneration of upto Rs. Rs. 1,50,000/- (upto Rupees One Lakh Fifty Thousand Only)plus GST as applicable and re-imbursement of out of pocket expenses as may be incurred by him for conducting the Cost Audit for the financial year 2026-27.

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 31st March, 2025 submitted by Ankit Chande, Cost Auditor on 08th August, 2025. The Cost Audit Report for the financial year ended 31st March, 2026 shall be filed in due course.

SECRETARIAL AUDITOR

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.

The Secretarial Audit Report (Form No. MR-3) issued by M/s. GHV & Co, Practicing Company Secretaries, Secretarial Auditor of the Company for the year ended 31st March, 2026 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.

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

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Internal 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.

ACKNOWLEDGEMENT

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.

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