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DIRECTORS' REPORT

OneSource Specialty Pharma Ltd.

GO
Market Cap. ( ₹ in Cr. ) 13691.50 P/BV 2.32 Book Value ( ₹ ) 515.13
52 Week High/Low ( ₹ ) 2248/1057 FV/ML 1/1 P/E(X) 0.00
Book Closure EPS ( ₹ ) 0.00 Div Yield (%) 0.00
Year End :2025-03 

On behalf of the Board of Directors of the Company, it gives us pleasure in presenting the 18th Board's Report, along with the
Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2025.

1. Financial performance

Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended March 31,
2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013
(
“Act”).

Key highlights

(In ' million except per share data)

Particulars

Consolidated

FY25

FY24

Proforma FY24*

Revenue

14,449

1,719

11,082

EBITDA

4,665

(882)

2,287

EBITDA margin

32.3%

NM

20.6%

Adjusted PAT

936

(3,657)

(2,326)

Adjusted EPS

21.4

(88.0)

(8.3)

*Proforma FY24 refers to management-certified, unaudited numbers. These are calculated on a like-to-like basis, as the FY24 audited
results are pre-OneSource formation and therefore not comparable.

Adjusted PAT excludes exceptional one-time scheme-related expenses (FY25: '1,108 million).

Adjusted EPS excludes exceptional items, scheme amortisation and discontinued operations.

MM - Mnt matArial

2. Company’s performance

We are pleased to present a brief overview of the
Company's performance following its successful listing
on the stock exchanges effective January 24, 2025.

Scheme of Arrangement: The Scheme of Arrangement,
involving Demerger as detailed in Para 4(b) below,
became effective on November 27, 2024, with April
01, 2024, being the Appointed Date under the Scheme.

Pursuant to this, the equity shares of the Company
commenced trading on the National Stock Exchange of
India and BSE Limited.

The results reported for FY25 and outlined below is of
the combined businesses pursuant to the demerger.
The financial performance has been derived using the
audited financial statements for FY25 and proforma
FY24 on consolidated basis, excluding exceptional
items. Proforma FY24 refers to management-certified,
unaudited numbers. These are calculated on a like-
to-like basis, as the FY24 audited results are pre-
OneSource formation and therefore not comparable.

Financial and operational highlights for the year:

i. Robust Financial Performance:

• Recorded a YoY revenue growth of 30% to
'14,449 million.

• EBITDA grew by 104% reaching '4,665
million and EBITDA margin expanded by
1,165 bps to 32%.

• Recorded first profitable year for the company
with adjusted PAT at '936 million.

ii. Business Growth & Execution:

• Strengthened our position in the Specialty
Pharma CDMO segment with successful
execution of high-value projects across
Biologics, Injectables, and Oral Technologies.

• Onboarded 15 new customers, including
marquee global players.

• Enhanced manufacturing capacity through
de-bottlenecking and delivered consistent
compliance with global quality standards.

iii. Strategic Milestones:

• Successfully listed as OneSource Specialty
Pharma Limited, establishing a focused
identity in the CDMO space.

• Completed integration of demerged business
units and aligned operational processes for
scale and agility.

• Strong investor interest and confidence
reflected through active participation in post¬
listing engagements.

Management's Discussion and Analysis Report, which forms
part of the Board's Report details the Company's operational
and financial performance for the year.

3. Transfer to Reserves

Movement in Reserves and Surplus during the financial
year ended March 31, 2025, is provided in the Statement
of Changes in Equity included in the Consolidated and
Standalone Financial Statements (Refer to Note 11B in
the Consolidated as well as the Standalone Financial
Statements).

4. Update on Corporate Actions

During the year under review, your Company has
initiated/undertaken the following key corporate
actions:

a. Issuance and allotment of 20,000 secured,
rated, listed, redeemable and non-convertible
debentures of face value of ' 100,000/- each.

b. Scheme of Arrangement amongst Strides Pharma
Science Limited, Steriscience Specialties Private
Limited (Steriscience) and OneSource Specialty
Pharma Limited.

Scheme of Arrangement and Listing Update

i. Background of the Scheme:

A Scheme of Arrangement was entered into
amongst:

• Strides Pharma Science Limited (Strides)

• Steriscience Specialties Private Limited
(Steriscience)

• OneSource Specialty Pharma Limited

The Scheme was undertaken pursuant to the
provisions of Sections 230 to 232 and other
applicable provisions of the Companies Act,
2013 and the rules framed thereunder. The
appointed date under the Scheme is April 01,
2024.

ii. Business Consolidation:

Under the Scheme, the following businesses
were combined to create a unified CDMO
platform, referred to as "OneSource":

• CDMO business of Soft Gelatin Capsules
of Strides

• CDMO business of Complex and
Specialty Injectables of Steriscience

• CDMO business of Biologics Products of
OneSource

Collectively, these businesses are referred to
as the 'Identified CDMO Business'.

iii. NCLT Approval and Effective Date:

The Scheme was approved by the Hon'ble
National Company Law Tribunal (NCLT),
Mumbai Bench vide its order dated
November 11, 2024 and became effective
from November 27, 2024.

iv. Stock Exchange Approvals:

The Company received in-principle approvals
for listing of its equity shares National Stock
Exchange of India Limited (NSE) and BSE
Limited (BSE), vide letters dated January 16,
2025.

v. SEBI Exemption under SCRR:

The Company was granted an exemption
from Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957 (SCRR) vide SEBI
letter no. SEBI/HO/CFD/CFD-RAC-DCR-1/P/
OW/2025/1884/1 dated January 17, 2025.

vi. Final Listing and Commencement of
Trading:

• The Company received listing approval
from NSE and BSE on January 22, 2025.

• The equity shares of the Company were
listed and commenced trading on NSE
and BSE on January 24, 2025, thereby
unlocking the value of the consolidated
CDMO business.

c. Fund raising of ' 8,010 million (USD 95 million)
through private placement basis to marquee
investors at a pre-money equity valuation of
USD 1.65 Bn

OneSource Specialty Pharma has successfully
completed the private placement of 6,277,909
fully paid-up equity shares at ' 1,276 each
(inclusive of '1,275 premium) to marquee
domestic and international investors. The total
consideration of '8,010 million (~USD 95 million)
was received, reflecting a pre-money equity
valuation of USD 1.65 billion.

The fundraise was led by HBM Healthcare
Investments, with participation from WhiteOak
Capital, Param Capital, Motilal Oswal, Enam
Holdings and SBI Life Insurance.

This funding milestone reinforces our strong
positioning as India's first specialty pharma CDMO
and readiness for robust growth ahead and the
proceeds will be used to accelerate growth plans,
right-size our debt book and support significant
new capex across our platforms.

5. Dividend

The Company has reported a profit on a standalone
basis during the year, recovering from previous losses.
However, in view of ongoing expansion plans and future
capital requirements, the Board has not recommended
any dividend for the financial year ended March 31,
2025.

Dividend distribution policy is available on below
link: https://www.onesourcecdmo.com/wp-content/
uploads/2025/01/Dividend-Distribution-Policy.pdf

6. Composition of the Board

Company is in compliance with the provisions of the
Act and the SEBI Listing Regulations with regard to
composition of the Board of Directors.

As at March 31, 2025, the Board of OneSource
comprises seven directors viz., One Executive Director,
Two Non-Executive Directors and Four Independent
Directors.

As on the date of this report, the Board comprises eight
directors following the appointment of one Independent
Director "Colin Bond (dIN:10982819). The current
composition includes One Executive Director, Two Non¬
Executive Directors, and Five Independent Directors.

The details of the Board members as on March 31, 2025:

#

Name of the Director

DIN

Designation

Date of Appointment

1.

Arun Kumar

00084845

Chairperson, Non-Executive Director

April 07, 2021

2.

Debarati Sen

07521172

Independent Director

February 27, 2025

3.

Dr. Claudio Albrecht

10109819

Independent Director

February 27, 2025

4.

Dr. Rashmi Barbhaiya

10593871

Independent Director

May 17, 2024

5.

Vijay Karwal

10905781

Independent Director

February 27, 2025

6.

Bharat Shah

00136969

Non-Executive Director

July 26, 2024

7.

Neeraj Sharma

09402652

Managing Director

March 01, 2024

Appointments during FY25 and as on date of this

report:

• Dr. Rashmi H. Barbhaiya [DIN: 10593871] as an
Independent Director for a term of five years,
effective from May 17, 2024.

• Bharat Dhirajlal Shah [DIN: 00136969], as a Non¬
Executive Director, effective from July 26, 2024.

• Debarati Sen [DIN: DIN:07521172], Dr. Claudio
Albrecht [DIN:10109819], Vijay Paul Karwal
[DIN: 10905781], were appointed as Independent
Directors effective from February 27, 2025 for
a period of five years, subject to shareholders
approval.

• Colin Bond (DIN: 10982819) has been appointed
as an Independent Director effective June 23,
2025 and was appointed as Audit Committee
Chairperson effective from the said date.

Resignations during FY25:

The following Directors resigned during the FY25:

• Dr. Gopakumar Gopalan Nair, Independent
Director, with effect from February 27, 2025, due
to pre-occupation.

• Rajshri Santosh Kumar Ojha, Independent
Director, with effect from February 27, 2025, due
to pre-occupation.

• Mahadevan Narayanamoni, Non-Executive
Director, (representing TPG Growth) with effect
from February 27, 2025, due to other professional
commitments.

• Bhushan Sudhir Bopardikar, Non-Executive
Director, representing TPG Growth) with effect
from February 27, 2025, due to other professional
commitments.

Key Managerial Personnel (KMP):

In-terms of provisions of Section 2(51) and 203 of the
Companies Act, 2013, the Company has the following
Key Managerial Personnel as at March 31, 2025 and as
on date of this report:

#

Name

Designation

Appointment

1.

Neeraj Sharma

Managing

Director

March 01,
2024

2.

Anurag Bhagania

Chief Financial July 04, 2024
Officer

3.

Trisha Allada

Company

Secretary

March 14,
2023

During the financial year under review, P R Kannan resigned as
Executive Director and Chief Financial Officer of the Company
(KMP), with effect from close of business working hours on
June 17, 2024.

Board Committees:

Board has constituted sub-committees to focus on
specific areas and make informed decisions within the
authority delegated to each of the Committees. Each
Committee of the Board is guided by its Charter, which
defines the scope, powers and composition of the
Committee.

Board has constituted the following Statutory
Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders' Relationship Committee

4) Corporate Social Responsibility Committee

5) Risk Management Committee

Number of meetings of the Board and its Committees
during FY25

Details of meetings of Board and its Committees
held during FY25 along with information relating to
attendance of each director/committee member is
provided in the Corporate Governance Report, which
forms part of this Annual Report.

7. Share Capital

Authorized Share Capital

During the year under review, the existing authorized
share capital of '5 crore, divided into 5 crore equity
shares of '1 each, was increased by '10 crore, divided
into 10 crore equity shares of '1 each, resulting the
authorized share capital of '15 crore, divided into 15
crore equity shares of '1 each, as on March 31, 2025.

Authorized Share Capital of the Company as at March
31, 2025 is ' 15,00,00,000 divided into 15,00,00,000
equity shares of ' 1 each.

Movement in Issued, Subscribed and Paid-up Share Capital of the Company during the year is as under:

Particulars

Number of Shares

Amount (')

As on April 01, 2024

4,15,46,510 equity shares of face value of ' 1/-each

4,15,46,510/-

Additions during the year:

November 21, 2024

2,272,687 equity shares of face value of ' 1/- each issued and
allotted pursuant to private placement;

2,272,687/-

November 22, 2024

4,005,222 equity shares of face value of ' 1/- each issued and
allotted pursuant to private placement;

4,005,222/-

December 10, 2024

77,700,922 equity shares of face value of ' 1/- each allotted due to
Demerger

77,700,922/-

December 10, 2024

Cancellation of 11089320 equity shares held by Strides Pharma
Science Limited pursuant to the Scheme of Arrangement

(11,089,320)

As on March 31, 2025

11,44,26,021 equity shares of face value of ' 1/- each

11,44,36,021/-

8. Subsidiary, Joint Ventures and Associate Companies

The Company has the following subsidiaries, joint ventures and associate entities as at March 31, 2025:

S. No. Nature of Relationship

India

Overseas

Total

1 Wholly Owned Subsidiary

2

4

6

2 Step - Down Subsidiary

-

2

2

3 Associate

-

-

-

4 Joint Venture

-

-

-

Total

2

6

8

List of Wholly Owned Subsidiaries:

• Stelis Pte. Ltd, Singapore

• Biolexis Private Limited, India

• Stelis Biopharma UK Private Limited, UK

• OneSource Specialty Pharma Inc, USA

• OneSource Specialty Pte. Limited, Singapore

• Strides Pharma Services Private Limited, India

Step-down wholly-owned Subsidiaries:

• Biolexis Pte. Ltd, Singapore

• OneSource Softgels Pte. Ltd., Singapore (formerly
known as Strides Softgels Pte. Ltd.)

The companies which became or cease to be
its subsidiaries, joint ventures or associate
companies during the year:

During the year under review, following companies
became wholly owned subsidiaries (WOS) and step-
down subsidiaries of the company pursuant to approval
of the Scheme of arrangement amongst "Strides
Pharma Science Limited, Steriscience Specialties
Private Limited (Steriscience) and OneSource Specialty
Pharma Limited" effective from November 27, 2024.

#

Name of entity

Status

1

Strides Pharma Services

Wholly owned

Private Limited

subsidiary

2

OneSource Specialty Pte. Ltd.

3

OneSource Softgels Pte. Ltd

Step-down

subsidiary

9. Accounts of Subsidiaries

In accordance with Section 129 (3) of the Act, the
Company has prepared a consolidated financial
statement.

A statement containing salient features of the financial
statements of the Company's subsidiaries, as required
in Form AOC 1 is enclosed as
Annexure- 1 to this
Report.

10. Corporate Governance Report

As per the SEBI Listing Regulations, the Corporate
Governance Report, along with a certificate from
Vijayalakshmi K., Practicing Company Secretary,
Bengaluru, for the FY25, forms part of this Annual
Report.

11. Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management
Discussion and Analysis Report for FY25 forms part of
this Annual Report.

12. Business Responsibility and Sustainability
Report

As per SEBI Listing Regulations, the Business
Responsibility and Sustainability Report of the
Company for FY25 forms part of this Annual Report.

13. Employee Stock Option Scheme

The Company has Stock Option Plan viz., OneSource
Specialty Pharma Limited: Employee Stock Option
Scheme 2021 (ESOP Scheme).

A detailed statement on stock options granted to
Employees under the ESOP Plan as required under
Section 62 of the Act, read with Rule 12 of Companies
(Share Capital and Debentures) Rules, 2014 and
Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is enclosed as
Annexure- 2 to this Report and the scheme is also
available at website of the Company:
https://www.onesourcecdmo.com/investor-relations/
shareholder-information/

14. Particulars of Employees and Remuneration

The percentage increase in remuneration, ratio
of remuneration of directors and key managerial
personnel (KMP) (as required under the Act) to the
median of employees' remuneration forms part of this
report and is appended herewith as
Annexure- 3 to
this report.

Further, as per the provisions of Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing names
of top ten employees in terms of remuneration drawn
and the particulars of employees employed throughout
the year and in receipt of remuneration of
' 1.02 crore
or more per annum and employees employed for part
of the year and in receipt of remuneration of
' 8.50 lakh
or more per month is to be provided.

However, in terms of the first proviso to Section 136(1)
of the Act, the Annual Report, excluding the aforesaid
information, is being sent to Shareholders of the
Company and others entitled thereto.

The said information is available for inspection at the
registered office of the Company up to the date of
ensuing AGM. Shareholders interested in obtaining a
copy may request the same by writing to the Company
Secretary.

15. Corporate Social Responsibility (CSR)

The Company is not required to spend on CSR activities
pursuant to the provisions of Section 135 of the
Companies Act, 2013.

However, as per the sanction conditions under the
Karnataka Industrial Areas Development Rules
(KIADB) guidelines for OneSource: Unit 2, the Company
is required to spend at least 1% of the project cost on
CSR activities spread over the period of project.

Accordingly, the Board has constituted a CSR
Committee to monitor the aforesaid spend under
KIADB guidelines.

Based on the recommendation of the said Committee,
the Board has adopted a CSR policy that provides
guiding principles for selection, implementation and
monitoring of CSR activities and formulation of the
annual action plan.

During the year, the Committee monitored the CSR
activities undertaken by the Company including the
expenditure incurred thereon as well as implementation
and adherence to the CSR policy.

16. Particulars of Loans given, Investments made,
Guarantees given or Security provided by the
Company

Details of loans, guarantees and investments covered
under Section 186 of the Act, form part of the notes to
the financial statements provided in this Annual Report.

17. Contracts or Arrangements with Related Parties

AH contracts/arrangements/transactions entered into
by the Company during FY25 with related parties were
in ordinary course of business and at arm's length basis.

There are no materially significant related party
transactions made by the Company which may have
potential conflict with the interests of the Company.

Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is
enclosed as
Annexure- 4 to this Report.

All transactions with related parties are disclosed in
Note no. 33 to the Standalone Financial Statements in
this Annual Report.

OneSource' Policy for Governance of Related Party
Transactions is available on the Company's website and
web link to access the same is provided in Page 130 of
the Annual Report.

18. Auditors and Audit Reports

a. Statutory Auditors

M/s Deloitte Haskins & Sells, were appointed
as Statutory Auditors of the Company at the
Annual General Meeting (AGM) held on July 06,
2021 for a term of 5 years from the conclusion
of the Fourteenth AGM till the conclusion of the
Nineteenth AGM of the Company.

The Auditors Report given by M/s Deloitte Haskins
& Sells (Firm Registration Number 008072S)
for the financial year ended March 31, 2025, is
enclosed along with the financial statements.

The Auditors Report for the year ended March
31, 2025, does not contain any qualifications,
observations or adverse remarks.

b. Secretarial Auditors

M/s. D V & Associates, Practicing Company
Secretaries (Certificate of Practice No. 11036),
Ernakulam, India, is appointed as the Secretarial
Auditor of the Company for the FY25.

Secretarial Audit for FY25, inter alia, included
audit of compliance with the Act and the Rules
made thereunder, SEBI Listing Regulations and
other applicable Regulations prescribed by SEBI,
amongst others.

Secretarial Audit Report in the Form No. MR-3
does not contain any qualifications, observations,
reservations or adverse remarks. The said Report
is enclosed as
Annexure-5 to this report.

Further, in compliance with Regulation 24A of
SEBI Listing Regulations, the Annual Secretarial
Compliance Report issued by the Secretarial
Auditor, will be submitted to the stock exchanges
within the statutory timelines.

During the review period, the Company received
a clarification request from NSE regarding the
composition of the Nomination and Remuneration
Committee (NRC) under Regulation 19 of SEBI
LODR, 2015, which requires an Independent
Director as Chairperson. The Company promptly
addressed this by reconstituting the NRC on May
09, 2025, and appointing an Independent Director
as Chairperson. A formal response has been
submitted to both NSE and BSE.

c. Internal Auditors

M/s. Grant Thornton Bharat LLP (formerly known
as Grant Thornton India LLP) (LLPIN: AAA-7677)
are the Internal Auditors of the Company.

During the year under review, Internal Auditors
were satisfied with the management response on
the observations and recommendations made by
them during the course of their audit.

d. Cost Auditors

Pursuant to Section 148(1) of the Act, Company is
required to maintain cost records and accordingly
such accounts and records are made and
maintained.

Pursuant to Section 148(3) of the Act and the
Companies (Cost Records and Audit) Rules, 2014,
Ashok Kumar, Cost Accountant (Registration No.
102240), has been appointed as Cost Auditors of
the Company for FY25.

The Cost audit report (CRA 4) of FY24 was filed
within the stipulated timeline i.e. within 30 days
of the Company receiving the Cost Audit Report
from the auditor.

A proposal relating to remuneration of Cost
Auditors for FY26 is placed before the Shareholders
for approval in the ensuing AGM.

19. Internal Financial Controls

Company has in place adequate framework for Internal
Financial Controls as required under Section 134(5)(e)
of the Act.

During the year under review, such controls were
tested and no material weaknesses in their design or
operations were observed.

20. Risk Management

Risk Management has always been an integral aspect
of our organizational activities and control systems.
OneSource' Risk management process covers all
functions and operating locations globally at the
enterprise level. The Company had an Audit and Risk
Management Committee till December 10, 2024.

The Board of Directors at their meeting held on
December 10, 2024, approved the dissolution of the
Audit & Risk Management Committee and separate

'Audit Committee' and 'Risk Management Committee'
was constituted in compliance with the Listing
Regulations.

Further, the Company has in place Enterprise Risk
Management Policy which outlines risk management
process and framework for identification and
management of risks.

Terms of reference of the Committee and composition
thereof including details of meetings held during FY25
forms part of the Corporate Governance Report Page
116 and additional details relating to Risk Management
is provided in Page 120 of the Annual Report.

21. Other Disclosures

a. Nature of Business of the Company

During the year under review, there has been no
change in the nature of business of the company.
The company had entered into a scheme of
arrangement and pursuant to the same, the equity
shares of the company were listed on the stock
exchanges during the year.

As per the Scheme, the CDMO (Contract
Development and Manufacturing Organisation)
business of Steriscience Specialities Private
Limited and the Oral Soft Gelatin business of
Strides Pharma Science Limited were demerged
into the Company to form a focused specialty
pharmaceutical platform.

The said restructuring has resulted in the Company
emerging as a pure-play Specialty Pharma CDMO,
covering biologics, complex injectables, and oral
technologies.

Pursuant to the Scheme sanctioned by the Hon'ble
National Company Law Tribunal, Mumbai Bench
and the listing of the Company's equity shares,
the business model has evolved into a globally
oriented CDMO operation, with renewed strategic
focus and operational independence.

b. Deposits

During the year under review, Company has not
accepted any deposits falling within the ambit of
Section 73 of the Companies Act, 2013 and Rules
framed thereunder.

Accordingly, no disclosure or reporting is required
in respect of details relating to deposits.

c. Vigil Mechanism/Whistle Blower policy

Company has a robust vigil mechanism through
its Whistle Blower Policy approved and adopted
by the Board of Directors of the Company, which
is in conformity with the provisions of the Act and
SEBI Listing Regulations.

The said Policy provides appropriate avenues
to the directors, employees and stakeholders of

the Company to make protected disclosures in
relation to matters concerning the Company.

The Policy aims to:

• allow and encourage stakeholders to bring
to the management's notice concerns about
unethical behavior;

• ensure timely and consistent organisational
response;

• build and strengthen a culture of transparency
and trust; and

• provide protection against victimization.

The said Policy also establishes adequate
mechanism to enable employees to report
instances of leak or suspected leak of unpublished
price sensitive information.

Audit Committee of the Company oversees
implementation of the Whistle Blower Policy.

Every director/employee of the Company has
been provided access to the Audit Committee
Chairperson/Whistle Officer through email or
correspondence address or by calling designated
toll-free number, should they desire to avail the
vigil mechanism.

During the review period, none of the personnel of
the Company has been denied access to the Audit
Committee.

During the year, Company has not received any
protected disclosure.

OneSource' Whistle Blower Policy is available on
the Company's website and web link to access
the same is provided in Page 130 of the Annual
Report.

d. Policy on Directors Appointment and
Remuneration (OneSource’ Nomination and
Remuneration Policy)

Company has formulated a Nomination and
Remuneration Policy for the Board of Directors
including Key Managerial Personnel (KMP) and
Senior Management Personnel (SMP) and other
employees of the Company.

The said Policy inter-alia covers criteria for
appointment and remuneration of Directors,
KMP and SMP including criteria for determining
qualifications, positive attributes, independence
of a director and other matters, as required under
Section 178 of the Act.

OneSource' Nomination and Remuneration Policy
is available on Company's website and web link
to access the same is provided in Page 130 of the
Annual Report.

e. Disclosure on compliance with Secretarial
Standards

Company complies with all applicable mandatory
secretarial standards issued by the Institute of
Company Secretaries of India.

f. Reporting of Fraud

No frauds were reported by Auditors of the
Company as specified under Section 143 of the
Act for FY25.

g. Significant and material orders passed by
Regulators or Courts

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

h. Annual Return of the Company

Pursuant to Section 92 of the Act and Rules
made thereunder, draft Annual Returns has been
uploaded on the website of the Company and can
be accessed at https://www.onesourcecdmo.
com/.

i. Conservation of Energy, R&D, Technology
Absorption and Foreign Exchange Earnings/
Outgo

Details of Energy Conservation, R&D, Technology
Absorption and Foreign Exchange Earnings/Outgo
is enclosed as
Annexure- 6 to this Report.

j. General

a. During the year, Company has not made
any application under the Insolvency and
Bankruptcy Code, 2016 (IBC). Further, there
are no proceedings admitted against the
Company under IBC.

b. During the year, there was no one-time
settlement done with the Banks or Financial
Institutions.

Therefore, the requirement to disclose details
of difference between amount of valuation
done at the time of one-time settlement and
the valuation done, while taking loan from
Banks or Financial Institutions along with
reasons thereof, is not applicable.

22. Declaration by Independent Directors

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
Independent Directors of the Company have confirmed
that they continue to meet the criteria of independence
as laid down in Section 149(6) of the Act and Regulation
16(1)(b) of SEBI Listing Regulations.

Independent Directors of the Company have also
confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.

In the opinion of the Board, Independent Directors of
the Company possess necessary expertise, integrity
and experience in their respective fields and fulfil the
conditions specified in the SEBI Listing Regulations and
are independent of management.

Further, all Independent Directors have confirmed that
they are registered with the data bank of Independent
Directors maintained by Indian Institute of Corporate
Affairs in accordance with the provisions of Section 150
of the Act.

23. Board Evaluation

Evaluation of all Directors, and the Board as a whole
was conducted for the year.

Evaluation process has been explained in Page 113 of
this Annual Report.

24. Material changes and commitments

There were no material changes and commitments
affecting the financial position of the Company which
occurred between end of the Financial Year to which
this financial statement relates and the date of this
report.

25. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c)
of the Act with respect to the Directors' Responsibility
Statement, Board of Directors of your Company state
that:

(a) in preparation of annual accounts, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

(b) directors have selected such accounting policies
and applied them consistently and made
judgements 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 and of the profit and loss of the
Company for that period;

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

(d) directors have prepared the annual accounts of
the Company on a going concern basis;

(e) directors have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively;

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

26. Disclosure of compliance with other statutory

laws

a. Prevention of Sexual Harassment at workplace
(POSH)

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention of Sexual Harassment in line with
the requirements of The Sexual Harassment of
Women at the workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act) and Rules
framed thereunder. OneSource has adopted a
gender-neutral policy.

POSH Act, Company has constituted Internal
Complaints Committee (ICC) to redress
complaints received on sexual harassment.
Adequate trainings and awareness programmes
against sexual harassment are conducted across
the organisation to sensitize employees to uphold
dignity of their colleagues and prevention of sexual
harassment.

Disclosure relating to POSH complaints during the
year is provided in Corporate Governance report
on Page 127 of this Annual report.

In terms of POSH Act, Company has constituted
Internal Complaints Committee (ICC) to redress
complaints received on sexual harassment.
Adequate trainings and awareness programmes
against sexual harassment are conducted across
the organisation to sensitize employees to uphold
dignity of their colleagues and prevention of sexual
harassment.

Details of POSH complaints during the year are as
follows:

i.

Number of Sexual Harassment
Complaints received

ii.

Number of Sexual Harassment
Complaints disposed off

Nil

iii.

Number of Sexual Harassment
Complaints pending beyond 90 days

b. Compliance with the Maternity Benefit Act,
1961

During the year under review, the company has duly
complied with provisions of the Maternity Benefit
Act, 1961 and all the facilities and support systems
are in place to ensure a safe, secure, and inclusive
working environment for women employees, in
line with the requirements prescribed under the
Act and relevant rules thereunder.

c. Number of employees as on the financial year
ended March 31, 2025

i. Female

186

ii. Male

1,110

iii. Transgender

0

27. Acknowledgement

Your directors take this opportunity to express their
sincere gratitude to all employees, customers and
suppliers who have contributed to OneSource' success
over years. Their hard work, dedication and support
have been instrumental in achieving our goals and
driving our business forward.

We would also like to thank our shareholders for their
continued trust and investment in the Company.

We are committed to build strong relationships with
all our stakeholders, and we value their feedback and
inputs as we strive to improve and grow our business.

We look forward to your continued support in the years
ahead.

For and on behalf of the Board of Directors

Arun Kumar Neeraj Sharma

Date: August 04, 2025 Chairperson, Non-Executive Director Managing Director

Place: Bengaluru DIN: 00084845 DIN: 09402652

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