డైరెక్టర్ల నివేదిక Akums Drugs & Pharmaceuticals Ltd.

Mar 31, 2026

Your Directors are pleased to present the 22^nd (Twenty Second) Annual Report together with the Audited (Standalone & Consolidated) Financial Statements of Akums Drugs and Pharmaceuticals Limited ("Akums" or "the Company"), for the financial year ended on March 31,2026 ("F.Y. 2025-26").

Akums remains committed to enhancing shareholder value while pursuing its strategic objectives with diligence and integrity. Akums is optimistic of new opportunities and dedicated in building strong foundation ahead.

Financial Summary

The Audited (Standalone & Consolidated) Financial Statements of your Company for the F.Y. 2025-26, are prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The consolidated and standalone financial performance of the Company for F.Y. 2025-26 are summarized below:

(Amount/ '' In Millions except Earnings Per Share Data)
	Consolidated		Standalone
Particulars	2025-26	2024-25	2025-26	2024-25
	Current Year	Previous Year	Current Year	Previous Year
Revenue from operations	43,590.17	41,181.58	13,487.36	13,117.84
Other income	1,287.25	521.22	1,129.65	1,241.92
Total income	44,877.42	41,702.80	14,617.01	14,359.76
Cost of materials consumed	22,986.83	22,536.08	8,303.42	8,110.58
Purchase of stock-in-trade	2,009.97	1,814.73	-	-
Changes in inventories of finished goods stock-in-trade and work-in-progress	138.38	(16.47)	(32.58)	(100.50)
Employee benefits expense	7,538.24	7,158.21	2,179.93	2,017.36
Finance costs	940.73	346	100.38	153.09
Depreciation and amortisation expense	1,545.51	1,534.46	455.03	395.45
Fair value changes to financial instruments	--	(38.67)	-	(38.67)
Other expenses	5,696.51	5,082.90	2,061.99	1,744.08
Total expenses	40,856.17	38,417.24	13,068.17	12,281.39
Profit before exceptional items and tax	4,021.25	3,285.56	1,548.84	2,078.37
Exceptional items	200.24	(166.97)	65.19	-
Profit before tax for the year	3,821.01	3,452.53	1,483.65	2,078.37
Total tax expense	1,257.04	14.76	367.25	468.39
Profit for the year	2,563.97	3,437.77	1,116.40	1,609.98
Other comprehensive income (net of tax)	9.23	(10.95)	4.65	(0.72)
Total comprehensive income for the year	2,573.20	3426.82	1,121.05	1,609.26
Paid-up share capital (net off shares held by ESOP trust)	306.21	306.21	306.21	306.21
Other equity	32,827.27	30,163.93	23,969.46	22,746.26
Earnings per share (face value of '' 2/- each)	16.67	22.6	7.29	10.76

State of Company''s Affairs

Key highlights of the Company''s standalone financial performance during FY 2025-26 are as follows:

> Revenue from operations up by 2.8 %.

> Total Income is also up by 1.8 %.

> Whereas the EBITDA has been down by 27.6 %

Key highlights of the Company''s consolidated financial performance during FY 2025-26 are as follows:

> Revenue from operations are up by 5.9 %.

> Total Income is also up by 7.6 %.

> EBITDA has also been up by 13.3 %

During the year under review, the Company continued its operations in its ordinary course. The operational and financial performance amongst others is given in the Management Discussion anc Analysis Report, forming part of the Annual Report.

Change in the nature of business

The Company and its subsidiaries are engaged, inter alia, ir the business of manufacturing, marketing, trading, importing exporting, developing, testing and allied activities of pharmaceutica formulations of drugs, ayurvedic, nutraceuticals, food and dietary supplements, derma and cosmetics, healthcare and hospita products, over-the-counter (OTC) products, active pharmaceutica ingredients, excipients and compounds.

During the period under review there has been no change in the nature of the business of the Company.

Dividend and its Distribution Policy

Dividend

The Board of Directors at its meeting held on May 14, 2026 has recommended a final dividend of Re. 1.00/- (Rupee One only) and

special dividend of Rs. 2.00/- (Rupees Two only) aggregating to Rs.3.00/- (Rupees Three only) (@150%) per equity share of face value of Rs. 2/- (Rupees Two only) each fully paid-up, for the Financial Year ended on March 31, 2026. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

Dividend, if approved by the members, will be paid within 30 (thirty) days through electronic mode, from the date of the AGM, to those members of the Company whose names appear in the Register of Members and in the Register of Beneficial Owners maintained by the depositories as on the record date i.e. Friday, July 03, 2026, subject to applicable deduction of tax at source. For further details, please refer Notice convening the 22nd AGM.

Dividend Distribution Policy

In terms of the Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy to determine the distribution of dividends in accordance with the applicable provisions. The dividend recommended is in accordance with the Company''s Dividend Distribution Policy and is available at https://www.akums.in/investors/corporate-governance-policies/

Transfer to Reserves

The total comprehensive profit of Rs. 1,121.05 million for the FY 2025-26 had been transferred to previous year''s other equity of Rs. 22,746.26 million to arrive at the current year''s other equity of Rs 23,969.46 million, which includes, Securities Premium of Rs. 9,670.14 million.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return in Form MGT 7 for the financial year ended March 31, 2026 is uploaded on the website of the Company and can be accessed at https://www.akums.in/investors/annual-return/.

Credit Rating
The Company has a credit rating agreement with ICRA Limited. ICRA is required to review the rating on an annual basis and as an when the circumstances warrant such a review. During the month of April 2026, credit ratings were assessed and the rating committee of ICRA has provided the following ratings to the Company:
S. No.	Instrument	Rating Action
1	Long-term/ short-term fund-based/ non-fund based working capital limits	[ICRA]AA (Stable)/[ICRA]A1 ; Reaffirmed
2	Proposed commercial paper programme	[ICRA]A1 ; Assigned

Integrated Annual Report

This report brings together financial and non-financial information in line with the International Integrated Reporting Framework. It

outlines the Company''s strategy, governance, performance, and outlook for future value creation, organized across six capitals: Financial, Manufactured, Intellectual, Human, Social & Relationship, and Natural.

Information about Subsidiary/ Joint Venture/ Associate Companies

As on March 31, 2026, the Company has 15 subsidiaries, including one step-down subsidiary, one limited liability partnership (LLP), two foreign wholly owned subsidiary and one foreign joint venture subsidiary. A list of subsidiaries and Joint Venture of the Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the Company has incorporated the following Companies:

> Akums Healthcare (Zambia) Private Limited on October 13, 2025; and

> Akums Healthcare Malta Private Ltd. on October 20, 2025.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the Listing Regulations, consolidated financial statements of the Company has been prepared and a separate statement containing the salient features of the financial statements of the Company''s subsidiaries and joint venture is given in Form AOC-1, annexed as Annexure-1, which forms part of this Board''s Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of the Company at https://www.akums.in/investors/subsidiary-accounts/

Highlights of the performance of subsidiaries, Joint Venture and their contribution to the overall performance of the Company during the period under review

The highlights of the performance of Subsidiaries and their contribution to the overall performance of the Company are included in Note No. 49 of the Consolidated Financial Statements, which forms part of this Integrated Annual Report.

Material Subsidiaries

Pursuant to Regulation 16(1)(c) of Listing Regulations, the Company have four (04) unlisted material subsidiaries as on March 31, 2026, which are mentioned below:

1. Pure and Cure Healthcare Private Limited;

2. Malik Lifesciences Private Limited;

3. Akumentis Healthcare Limited; and

4. Maxcure Nutravedics Limited

The Company has also formulated a policy for determining material subsidiaries which is available on the website of the Company at https://www.akums.in/investors/disclosures-under-regulation-46-of-sebi-lodr/

Material Event(s)

) Global Expansion

1. Incorporation of foreign Joint Venture Company Zambia

Your Company strategically incorporated a foreign Joint Venture Company i.e. "Akums Healthcare (Zambia) Private Limited" on October 13, 2025 in partnership with the Government of the Republic of Zambia. In this joint venture Akums will hold a 51% stake and establish a multi-dosage pharmaceutical manufacturing facility in Lusaka, which expected to commence operations in CY 2028.

Entering into a Joint Venture with the Government of the Republic of Zambia for the establishment of a pharmaceutical manufacturing facility, marking a strategic step in Akums'' global expansion and strengthening its presence in the African region.

2. Incorporation of foreign wholly owned subsidiaries in Europe

Europe represents a strategic growth frontier for Akums as we deepen our presence in regulated markets. Accordingly, your Company has incorporated two different foreign wholly owned subsidiaries in European market i.e. "Akums Healthcare UK Ltd" incorporated on March 18, 2025 and "Akums Healthcare Malta Private Limited" incorporated on October 20, 2025.

Changes in Capital Structure

During the year under review, there was no change in Company''s authorised, issued, subscribed and paid-up share capital.

Accordingly, as on March 31, 2026 the Company''s authorised share capital was Rs. 400,000,000/- (Rupees Forty crore) divided into 200,000,000 (Twenty crore) equity shares of face value Rs. 2 each and issued, subscribed and paid-up share capital was Rs. 31,47,87,976 divided into 15,73,93,988 equity shares of face value Rs. 2 each.

Changes in Directors and Key Managerial Personnel

The Board of Directors of the Company comprises of distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company.

As on March 31, 2026, the Board of the Company has Eight (08) members comprising of three (03) Executive Directors, one (01) Non-executive Directors and four (04) Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Sanjay Sinha, Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors has also recommended his re-appointment for the approval of the shareholders.

During the F.Y. 2025-26, the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, has appointed Mr Anil Amin (DIN: 10594012) as an Independent Director of the Company w.e.f. June 4, 2025. The Members of the Company have also approved his appointment by way of Special Resolution at the 21st Annual General Meeting held on July 18, 2025.

During the year under review, there was no change in Key Managerial Personnel of the Company.

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors under the provisions of Section 149(7) of the Act that they meet the criteria of independence as laid down in Section 149(6) of the Act read with Regulation 16(1 )(b) and Regulation 25(8) of the Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors. In the opinion of the Board, Independent Directors fulfils the criteria of independence as specified under the Act and Listing Regulations and are Independent of the management.

Meetings of the Board of Directors and Committee(s)

During the F.Y. 2025-26, the Board of Directors met four (04) times in respect of which proper notices were given and the proceedings were properly recorded in the ''Minutes Book'' maintained for the purpose. The details of board meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and Listing Regulations

In accordance with the provisions of Schedule IV to the Act and applicable provisions of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on May 26, 2025 without the presence of Non-Independent Directors and members of the Management.

The Board has constituted the following Committees with adequate delegation of powers and authorities:

I. Audit Committee;

II. Nomination and Remuneration Committee;

III. Stakeholders'' Relationship Committee;

IV. Risk Management Committee; and

V. Corporate Social Responsibility Committee

The details of composition of the aforesaid Committees, their terms of reference, attendance of Committee members and other requisite details as required under the Listing Regulations are provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

In cases of urgent business requirements, the Board or its Committees also passed resolutions by circulation, in accordance with the provisions of the Act and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India.

During the F.Y. 2025-26, the Company has not conducted any Postal Ballot and Extra-ordinary General Meeting.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of Act, the Directors, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) such accounting policies were selected and applied consistently and judgments and estimates were made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual accounts have been prepared on a going concern basis;

e) such internal financial controls are laid down to be followed by the Company and are adequate and operating effectively; These controls are critical for ensuring the orderly and efficient conduct of business, including an adherence to the Company''s policies, safeguarding of its assets, prevention, detention of frauds & errors, accuracy & completeness of accounting records and timely preparation of reliable financial information;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

g) proper systems have been established to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

Statutory Auditors & Auditors'' Report

Pursuant to the provisions of Section 139 of the Act read with rules framed thereunder, Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company in 20th AGM of the Company held on May 31, 2024 to hold office for a period of five (05) years till the conclusion of the 25th AGM to be held in the F.Y. 2028-29.

Representative of Walker Chandiok & Co LLP, Statutory Auditors of the Company attended the previous AGM of your Company held on July 18, 2025.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory and does not contain any qualification or adverse remark or comment or a disclaimer in its report. The Auditors'' Report is enclosed with the financial statements forming part of this Integrated Annual Report.

Details in Respect of Frauds Reported by the Auditors under Section 143(12): As specified under the second proviso of Section 143 (12) of the Act, the Statutory Auditors have reported the following incident of fraud to the Audit Committee during the year under review and are also disclosure under clause (xi)(a) of the CARO Report.
S. No.	Reported Fraud	Management''s Comment
1	Misappropriation of funds of the Company in connection with procurement of IT assets and services by the employees of subsidiary Companies, identified by the management during the current year which involved an amount of '' 4.48 million. (Refer note 55 to the standalone financial statements.)	During the year, the Holding Company''s/ Company''s management identified a case of misappropriation of funds relating to Information Technology ("IT") related assets and services, arising from actions of employees of subsidiary companies, involving fictitious and inflated procurement transactions through certain vendor entities. Based on an internal investigation, goods and services aggregating to Rs. 4.48 million recorded in the books of the Company could not be substantiated with appropriate supporting evidence. The management of the Company and subsidiary Companies have taken appropriate corrective actions, including disciplinary action against the individuals involved, blacklisting and blocking of the concerned vendors, filing of an insurance claim for recovery of the loss and strengthening of internal controls relating to procurement of IT assets and services.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is required by the Company and accordingly such records are made and maintained by the Company. Such cost records are subject to audit by M/s. Balwinder & Associates, Cost Auditors of the Company for the F.Y. 2025-26.

Pursuant to the provisions of Section 148 of the Act read with rules made thereunder, Board of Directors of the Company, on the recommendation of the Audit Committee, has re-appointed M/s. Balwinder & Associates, Cost Accountants (FRN: 000201) as Cost Auditors for conducting cost audit of cost records of the Company for the F.Y. 2026-27 on a remuneration to be ratified by the members of the Company at the ensuing AGM. Accordingly, a resolution

seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for the F.Y 2026-27 is provided in the Notice of the ensuing AGM.

Internal Auditor

As per the provisions of Section 138 read with Rule 13 of The Companies (Accounts) Rules, 2014, with regard to Internal Audit, M/s Vibhor Gupta & Associates were appointed as the Internal Auditor for the FY 2025-26. The audits are based on an internal audit plan, which is reviewed each year by the Management and the Audit Committee. The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations.

Based on the recommendation of the Audit Committee, the Board of the Company has appointed M/s Mahajan & Aibara LLP, Chartered Accountants as the Internal Auditor of the Company for the FY 2026-27.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the rules made thereunder and Regulation 24A of Listing Regulations, M/s SPG & Associates, Company Secretaries (C. P No. 19018; Peer Reviewed Certificate No. 1318/2021) were appointed as a Secretarial Auditor to undertake the Secretarial Audit of the Company for a term of five consecutive years starting from F.Y. 2025-26 to F.Y. 2029-30 (both inclusive).

In terms of Section 134(3) of the Act read with the rules made thereunder, the Secretarial Audit Report in the Form MR-3 of the Company for the F.Y. 2025-26 form part of the Board''s Report as Annexure-2 and the said report contains one remark which is mentioned below and more specifically mentioned in the report:

S. No.	Remarks by Secretarial Auditors	Management''s Comment
1	Pursuant to the cessation of Mr. Nand Lal Kalra, Independent Director, w.e.f. February 5, 2025, the composition of the Board of Directors was not in compliance with Regulation 17(1)(b) of the SEBI (LODR), Regulations. However, the Company subsequently regularized the composition with appointment of Mr. Anil Amin.	The Company was in the process of shortlisting potential candidates. In the meantime, an Income Tax Department search was initiated, which required substantial allocation of the Company''s resources, which consequently resulted delay in the process of appointment of Independent Director. Further, the position was be filled up with the appointment of Mr. Anil Amin as an Independent Director in the Board of the Company w.e.f. June 4, 2025.

All the four (04) material subsidiaries of the Company namely Pure and Cure Healthcare Private Limited, Malik Lifesciences Private Limited, Akumentis Healthcare Limited and Maxcure Nutravedics Limited, have undergone Secretarial Audit from M/s SPG & Associates, Company Secretaries (a peer reviewed firm) as required under Regulation 24A of the Listing Regulations and Section 204 of the Act. The Secretarial Audit Reports issued by the Secretarial Auditors for the F.Y. 2025-26 are annexed with the Board''s Report as Annexure-2A, Annexure-2B, Annexure-2C, Annexure-2D, respectively. Secretarial Audit Reports for two material unlisted Indian Subsidiaries contain remarks, more specifically mentioned in the reports.

Management Auditors

The Company has appointed Ernst & Young LLP (E&Y), Deloitte and Protiviti India Member Private Limited as Management Auditors for the F.Y. 2025-26. These management auditors had conducted audits of certain processes and functions of the Company and its subsidiaries and have submitted its reports to the Board for its perusal.

Implementation and Ratification of ESOP Scheme 2022

The Company believes that equity-based compensation serves as an effective mechanism to incentivize, reward, and align key talent with long-term organizational objectives, based on performance and the criticality of roles. Such programs also support the Company''s ability to attract, motivate, and retain high-calibre professionals, thereby contributing to sustained growth.

Accordingly, the Company on approval of members at their Extra-Ordinary General Meeting held on March 31, 2022 has implemented the Akums Employee Stock Option Scheme 2022 (ESOP Scheme 2022), which was further amended by the members on February 07, 2025 and ratified on March 17, 2025, after the listing of the Company on NSE and BSE Limited.

The ESOP Scheme 2022 extends to eligible employees of the Company and its subsidiary Companies and is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations") and during the year under review no material changes were made to the ESOP Scheme 2022.

A certificate of M/s. SPG & Associates, Secretarial Auditors of the Company, confirming that the ESOP Scheme 2022 has been implemented in accordance with the SBEB Regulations and in accordance with the resolutions passed by the Members of the Company at their Extra-Ordinary General Meeting held on March 31, 2022 (further amended on February 07, 2024 and ratified by the members of the Company through postal ballot on March 16, 2025, in compliance with the Regulation 12 of SBEB Regulations, after listing of the Company on stock exchanges) will be available for inspection by Members at the ensuing AGM

Particulars of Loans, Guarantees and Investments

The details of loans, guarantees and investments, as contemplated under Section 186 of the Act, made by the Company and remaining outstanding as on March 31, 2026, are annexed with this report as Annexure - 3.

Particulars of Related Party Transactions

Omnibus approvals of the Audit Committee and the Board, wherever applicable were obtained for the transactions which are of a foreseeable and repetitive nature. In all other cases, the approval of Board or the Audit Committee is taken for entering into a related party transaction.

All contracts, arrangements and transactions entered by the Company with related parties during the F.Y. 2025-26 were at arm''s length and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the Listing Regulations and your Company''s Policy on Related Party Transactions.

During the F.Y. 2025-26, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material in terms of Section 188 of the Act and Regulation 23 of the Listing Regulations and Company''s Policy on dealing with Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act and rules made thereunder in Form AOC-2, is not applicable.

All the related party transactions were presented before the Audit Committee/Board and pursuant to Regulation 23(9) of the Listing Regulations, the Company has made half yearly disclosures of Related Party Transaction to the stock exchanges on the same date of publication of its standalone and consolidated financial results. The disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 42 of the standalone financial statements and Note No. 41 of the consolidated financial statements.

In line with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://www. akums.in/wp-content/uploads/2025/11/Related-Party-Transaction-Policy.pdf

Public Deposits

During the year under review, the Company has not accepted any deposit from the public pursuant to the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposit was outstanding at the end of the F.Y. 2025-26.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report providing the detailed overview of the Company''s performance, industry trends, business and risks involved has been provided separately, as Annexure-4, and forms part of this Integrated Annual Report.

Directors'' Appointment and Remuneration Policy

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' Appointment and remuneration (Nomination and Remuneration Policy), which is available on the website of the Company at https://www.akums.in/investors/corporate-governance-policies/, which provides the basis for fixation of remuneration of directors and key managerial personnel of the Company.

For the purpose of selection of any director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy

Energy conservation measures taken are as under:

1. Optimum energy conservation steps are being taken to reduce per unit cost. Major Steps taken towards conservation of energy are mentioned as follows:

> Power load factor is being monitored continuously as an energy conservation measure.

> Maintenance of proper voltage supply, proper load

distribution and replacement of traditional tube lights with LEDs lead to regular saving of energy.

> Installed variable speed-based controller on the air compressor for minimising the losses during unloading.

> Installation of hot water generation system for supply the water in coil to minimize the usage of electric heaters

> Boiler Efficiency improvement

> High efficiency fan replacement of cooling tower

> Energy Saving by increasing RH in DPI section for nonoperation days

> Fuel & Water saving by installation of two flash jet pump

2. An ON/OFF-based controller was installed in the cooling tower and the switching-based controller was monitored in the cooling tower fans, for reducing the specific power consumption. No waste is generated in the company which can be converted into any source of energy.

3. No other proper alternative source of energy is feasible. Whereas, the Company has implemented solar system in some of its and its subsidiaries plants to reduce the electricity costs.

4. Adequate additional investment is being made on energy conservation.

The average performance in terms of production units is under

control and in accordance with the production of the Company.

However, electricity tariffs, cost & consumption of other power generation sources are beyond the control of the Company which has been summarized as follows: -
Particulars	2025-26	2024-25	2023-24
Units of Electricity Purchased (Lakh Kvah)	435.66	398.44	377.63
Total Amount of Electricity Purchased (Lakh ?)	3641.84	3,021.51	2925.24
Rate of Electricity Per Unit (?)	8.36	7.58	7.75
Units (Lakh Kwh) Own Generation (DG. Set)	5.78	7.08	5.43
Consumption of Diesel Oil in DG (Lakh Lts.)	1.60	2.02	1.57
Units generated Per Litre of Diesel Oil	3.61	3.51	3.45
Total amount of Diesel consumed (Lakh '')	115.81	167.60	125.43
Cost Per Unit (?)	20.05	23.68	23.08

Technology absorption

Efforts are continuously being made for technology absorption.

During the financials years, the Company has implemented

following technologies:

1. Commercial Off-The-Shelf (COTS) Products Implemented:

a) Hire to Retire Cycle Digitization on DarwinBox: It is

an AI-powered, cloud-based Human Capital Management (HCM) platform that streamlines an organization''s entire employee lifecycle—from hiring to retirement—on a single mobile.

b) Motadata Delhi (HO) Rollout: It is a unified, AI-powered IT operations platform that combines network monitoring, log analytics, and service management (ITSM) into a single dashboard to proactively manage, analyse, and optimize enterprise IT infrastructure.

c) ANVAY Software - Introduced for managing the

approval process of Non-DCGI products.

d) Litigation Management Tool - Implemented to streamline and track legal case management activities.

e) Covigilance Tool - Deployed to enhance covigilance and compliance monitoring processes.

f) UDAY - This application is used for DCGI Products, used From DFR approval to Dossier Approval. Various functional improvements have been done to optimize performance and usability.

g) DRF - This application is used for requesting to filing Dossiers for International Business. Enhancements were made to improve process efficiency and reporting capabilities.

h) Salesforce CRM - Major enhancements focused on automation of costing processes, resulting in improved accuracy and reduced manual effort.

i) CIMS (Customer Invoice Management System)

- Enhancements implemented to improve invoice processing efficiency and system usability.

Upcoming Projects:

a) SAP ERP Transformation to S/4HANA RISE with SAP: (Under implementation) - It is a holistic, "ERP-as-a-service" offering that streamlines the transformation from legacy SAP ERP (ECC) to the modern, cloud-based SAP S/4HANA suite. It combines technical migration, cloud infrastructure, and intelligent software into one tailored package to enable faster, lower-risk modernization.

b) Document Management System (DMS): (Under Evaluation)

- It is a centralized, secure digital platform that controls the entire lifecycle of regulated documents (SOPs, batch records, trials) to ensure compliance with GMP/21 CFR Part 11 standards.

c) Learning Management System (LMS): (Under Evaluation)

- It is a validated, digital platform that automates, tracks, and manages mandatory training—such as SOPs, GMP, and regulatory compliance—to ensure workforce competency and audit-readiness.

2. Infrastructure & Security Adoption:

a. Vulnerability Assessment & Penetration Testing (VAPT): This activity is being performed to identify technical vulnerabilities and risk assessment with the mitigation for strengthening security posture.

b. Email Security upgraded from Traditional Security to Next Gen. Security:

• Consolidation of all email security solutions in one dashboard

• Fishing stimulation and training awareness added in the solution which can help to strengthen our email security with end user.

c. Labsol Upgrade: It is a comprehensive, network-compatible Shimadzu software platform that integrates HPLC/GC instrument control, data acquisition, and automated processing into a single, compliant, and user-friendly interface.

Upcoming Projects:

a. Unified Endpoint Management (UEM): This solution helps to consolidate end user asset management respective all the endpoint verticals which can help to organize asset management, visibility, monitoring and control on single PAN.

b. Microsoft Active Directory and Email Exchange Upgrade: Modernizing the Active Directory and Email Exchange Server provided enhancements in features including better security posture and end-user control.

Research & Development (R&D)

The Company has its own research and development centres that are approved by the Department of Scientific and Industrial Research (DSIR), Government of India. These centres play a pivotal role in driving innovation, developing new formulations, and enhancing product quality, thereby strengthening the Company''s edge in pharmaceuticals industry.

During the year, the Company incurred revenue expenditure of Rs. 318.35 million (31 March 2025: Rs. 235.67 million) which has been charged to the Statement of Profit and Loss. Capital expenditure of Rs. 253.58 million (31 March 2025: Rs. 150.95 million) has been capitalised under Property, plant and equipment. These figures represent costs maintained in separate books of account for the recognised unit.

Foreign Exchange Earnings and Outgo:

During the financial year 2025-26, trade receivables and trade and other payables in foreign currencies amounted to Rs. 84.05 million and Rs. 0.75 million, respectively.

Risk Management

The Company has constituted a Risk Management Committee and has an adequate risk management process to identify and notify the Board of Directors about the risk or opportunities that could have an adverse impact on its operations or could be exploited to maximise the gains. The process and procedures are in place to act in a time-bound manner, to manage the risks or opportunities. The risk management process is reviewed and evaluated by the committee and the Board of Directors. Meetings of the Risk Management Committee were held on November 13, 2025 and February 13, 2026.

Akums has adopted a Risk Management Policy. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory auditors and based on the risk assessments conducted, no risk has been identified which, in the opinion of the Board, threatens the existence of the Company as a going concern.

Further the Risk Management policy is available on the website of the Company at https://www.akums.in/investors/corporate-governance-policies/.

Akums is committed to minimizing the adverse environmental and social impacts of its business activities. The organization pledges to:

• Identify and manage environmental and social risks related to its operations.

• Comply with all applicable environmental laws and regulations.

• Align with the International Finance Corporation (IFC) Performance Standards.

• Set and pursue targets to avoid, reduce, or mitigate negative impacts.

• Integrate environmental considerations into all levels of planning and decision-making.

• Use eco-friendly, energy-efficient, and sustainable technologies.

• Promote sustainable development through the conservation of resources using the 4R approach (recovery, recycling, reuse, reduction).

• Regularly review performance and allocate resources for policy implementation.

• Foster continual improvement through employee and stakeholder involvement.

• Maintain open communication and transparent reporting of policy adherence.

• Provide training to encourage environmental and social responsibility.

• Ensure any policy violations are reported up to senior leadership.

• Implement the policy under leadership guidance, embedding sustainability into operations.

The Environment and Social Responsibility Policy is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/.

Corporate Social Responsibility (CSR)

In compliance with the requirements of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the committee and the meeting held are given in detail in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Company believes, considers and promotes the fact that with a dynamic CSR culture, society will benefit; and when society benefits, corporations also benefit and in line with the provisions of the Act, the Company has framed its CSR Policy which provides roadmap of the Company''s CSR activities. The CSR policy is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/.

The Company spend its fund on CSR activities as per the instructions of the Board of Directors who made decisions on the recommendation of the CSR Committee.

Pursuant to Section 134(3)(o) of the Act and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Annual Report on Corporate Social Responsibility activities of the Company undertaken during the year under review, including salient features of Company''s CSR Policy forms part of this Board''s Report as Annexure-5.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board''s Report pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-6 of this report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary and Compliance Officer of the Company at [email protected].

Pursuant to Section 197(14) of the Act, Managing Directors and Whole-time Director of the Company do not receive any remuneration or commission from any of the subsidiaries of the Company.

Evaluation of Board Performance

In accordance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 34(3) read with Schedule V of Listing Regulations, the Company has carried out annual evaluation of the performance of the Board of Directors, its Committees, and individual Directors.

The Company has implemented a structured procedure for evaluating the performance of the Board, its Committees, and individual Directors. During the year under review, the annual performance evaluation was conducted in accordance with the evaluation framework and criteria approved by the Nomination and

Remuneration Committee. The framework is aligned with the SEBI Guidance Note on Board Evaluation.

The Board reviewed and discussed the outcome of the performance evaluation and expressed satisfaction with the overall functioning and effectiveness of the Board, its Committees, and the individual Directors, including the Managing Directors.

Opinion of the Board about Independent Directors

Akums has appointed the following persons as Independent Directors:

Mr. Kewal Handa,

Ms. Matangi Gowrishankar

Mr. Satwinder Singh and

Mr. Anil Amin (appointed w.e.f. June 4, 2025)

As per the opinion of the board all the independent directors are of integrity, expertise and have rich experience of their domain. The Board is of the view that under their able guidance and suggestions, the Company will achieve new milestones of success in the coming years.

Internal Financial Control Systems and their Adequacy

The Company has established an adequate system of internal controls to safeguard its assets against loss, unauthorized use, or improper disposition. All transactions are duly authorized, accurately recorded, and regularly reported to management. The Company adheres to all applicable accounting standards to ensure proper maintenance of its books of accounts and the accurate presentation of financial statements. Management periodically reviews and evaluates the effectiveness of internal controls, ensuring they operate in line with the Company''s policies. The Company remains committed to improve the internal control system and procedures that are appropriate to its size and the nature of its operations.

Vigil Mechanism Policy

In terms of the provisions of Section 177(9) of the Act, the Company has established a policy on vigil mechanism for the directors, key managerial personnel and employees, to report its genuine concerns relating to actual or suspected fraud, unethical behaviour, violation of the Company''s code of conduct or any other event which would adversely affect its business interests.

The vigil mechanism of your Company provides adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, the Company has not received any complaint under the vigil mechanism

Human Resources

Akums takes immense pride in the commitment, competence and dedication demonstrated by its employees in all areas of business. The Company is deeply committed to nurturing, enhancing and retaining talent through superior learning and organisational development.

The Company believes that people are its biggest assets. Hence, it invests in productive training programs for the employees. The Company encourages individuals to explore opportunities aligned with natural talent and provides an environment that nurtures growth.

The Company embeds a sense of inclusion and equality in its people. This means fostering a conducive work environment that enhances professional and personal growth. A strong culture of mutual trust, oneness, learning, care and concern is a key inspiration to meet tomorrow''s challenges.

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

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Two separate Internal Complaints Committee (ICC) have been set up at Delhi & Haridwar locations to redress complaints received regarding sexual harassment. All employees are covered under this policy.

A mechanism has been established to report such matters to the ICCs. During the period under review, on group level, 4 complaints were received in this regard, on which proper action has been taken by the relevant authorities of the Company and all such complaints were dealt with care, privacy and closed properly. No complaints as mentioned above, was pending with the Company for more than ninety days.

Further, the Company has registered on SHE-BOX (Sexual Harassment Electronic Box) Portal. This portal ensures a safe working environment for every woman and aims to strengthen the implementation of the POSH Act, 2013 by ensuring prompt and transparent redressal of complaints through the designated authorities.

Statement on Compliance of the provisions of Maternity Benefit Act, 1961

As per the confirmation received from the human resource department, the Company is fully compliant with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as applicable. The Company is committed in safeguarding the rights and well-being of women employees and ensuring full adherence to all applicable statutory requirements.

Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Companies Secretaries of India (ICSI).

Corporate Governance Report

The Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report and a Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as mentioned under Listing Regulations, forms part of this Integrated Annual Report.

In compliance with Corporate Governance requirements of the Listing Regulations, the Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have also affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.akums.in/investors/disclosures-under-regulation-46-of-sebi-lodr/

In accordance with the Regulation 34(2)(f) of Listing Regulations, the BRSR for the FY 2025-26, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report.

Other disclosures

• No material changes and commitments have occurred between the end of the financial year of the Company and the date of this report which could affect the financial position of the Company.

• No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

• During the year under review, no material order was passed by any regulators, tribunals or courts which impacts the going concern and the Company''s operations in future.

Acknowledgement

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Board expresses its sincere gratitude to the employees, customers, suppliers, alliance partners, bankers and all other stakeholders for their continued support. The Board also wholeheartedly acknowledges and appreciates the dedicated efforts and commitment of all employees of the Company.

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Mar 31, 2025

The Board is pleased to present the 21^st (Twenty First) Annual Report on the business and operations of the Akums Drugs & Pharmaceuticals Limited ("Akums/the Company"), together with the Audited (Standalone & Consolidated) Financial Statements of the Company for the financial year ended on March 31,2025 ("FY 2024-25").

As this is our first report following the successful completion of our Initial Public Offer ("IPO") and subsequent listing of our equity shares on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), the Board takes this opportunity to thank all stakeholders for their unwavering support and confidence in the Company''s vision. The support and confidence has been instrumental in achieving this significant milestone and positioning the Company for future growth and success.

Akums'' remains dedicated to enhancing shareholder value and pursuing strategic objectives with diligence and integrity. The Company is enthusiastic about the opportunities that lie ahead and are committed to building upon the strong foundation established.

Financial Summary

In terms of the provisions of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its standalone and consolidated financial statements in accordance with the applicable Indian Accounting Standards (Ind-As) for FY 2024-25.

A brief overview on Standalone and Consolidated Financial Performance of your Company for the FY 2024-25 are as under:

In INR million
		Standalone
S. No.	Particulars	Year ended 31 March 2025 Audited	Year ended 31 March 2024 Audited
I	Income
	Revenue from operations	13,117.84	14,441.19
	Other income	1,241.92	941.21
	Total income (I)	14,359.76	15,382.40
II	Expenses
	Cost of raw materials consumed	8,110.58	8672.35
	Changes in inventories of finished goods, work-in-progress	(100.50)	64.42
	Employee benefits expense	2,017.36	1,752.80
	Finance costs	153.09	183.13
	Depreciation and amortisation expense	395.45	326.94
	Fair value changes on financial instruments	(38.67)	3577.74
	Other expenses	1,744.08	1640.46
	Total expenses (II)	12,281.39	16217.84
III	Profit/ (Loss) before exceptional items and tax (I-II)	2,078.37	(835.44)
IV	Exceptional items	-	(193.89)
V	Profit/ (Loss) before tax (III-IV)	2,078.37	(1029.33)
VI	Tax expense	468.39	625.18
VII	Profit/ (Loss) for the period/ year (V-VI)	1,609.98	(1654.51)
VIII	Other comprehensive income
	- Items that will not be reclassified to profit and loss	(0.96)	(29.07)
	- income-tax on items that will not be reclassified to profit and loss	0.24	7.32
IX	Total comprehensive income for the period/ year (VII VIII)	1,609.26	(1676.26)

In INR million
S. Particulars No.	Standalone
	Year ended 31 March 2025 Audited	Year ended 31 March 2024 Audited
X Paid-up share capital (Face value of INR 2/- per share)	306.21	286.13
XI Other equity	22,746.26	1,152.65
XII Earnings per share (of INR 2/- each) (EPS for quarters ended have not been annualised) (refer note 4)
Basic and diluted	10.76	(11.56)
In INR million
Particulars	Consolidated
	Year ended 31 March 2025 Audited	Year ended 31 March 2024 Audited
Income
Revenue from operations	41,181.58	41,781.82
Other income	521.22	340.25
Total income	41,702.80	42,122.07
Expenses
Cost of goods sold	24,334.34	25,502.37
Employee benefits expense	7,158.21	6,468.64
Finance costs	346.00	506.14
Depreciation and amortisation expense	1,534.46	1,256.40
Fair value changes to financial instruments	(38.67)	3,577.74
Other expenses	5,082.90	5,003.22
Total expenses	38,417.24	42,314.51
Profit/ (Loss) before exceptional items and tax	3,285.56	(192.44)
Exceptional items	(166.97)	260.34
Profit/ (Loss) after exceptional items and before tax	3,452.53	(452.78)
Tax expense	14.76	(460.68)
Profit/ (Loss) for the quarter/ year after tax (V-VI)	3,437.77	7.90
Other comprehensive income
- Items that will not be reclassified to profit and loss	(13.62)	(50.50)
- income-tax on items that will not be reclassified to profit and loss	2.67	13.72
Total comprehensive income for the quarter/ year (VII VIII)	3,426.82	(28.88)
Profit/ (Loss) for the quarter/ year attributable to:
Owners of the Parent	3,381.76	(40.35)
Non-controlling interest	56.01	48.25
Other comprehensive income attributable to:
Owners of the Parent	(11.03)	(36.56)
Non-controlling interest	0.08	(0.22)
Total comprehensive income attributable to:
Owners of the Parent	3,370.73	(76.91)
Non-controlling interest	56.09	48.03
Paid-up share capital (Face value of INR 2/- per share)	306.21	286.13
Other equity	30,163.93	6,808.85
Earnings per share (of INR 2/- each) (EPS for quarters have not been annualised):
Basic and diluted	22.60	(0.28)
Key highlights of the Company''s standalone financial performance during FY 2024-25 are as follows: * Revenue from operations declined by 09.16%. * Total Income is also declined by 6.65%.

Key highlights of the Company''s consolidated financial performance during FY 2024-25 are as follows:

* Revenue from operations are stable with slight decline of 1.44%.

* Total Income is also stable with slight decline of 1%.

Dividend

Akums has consistently pursued a path of expansion to drive long term growth. In line with the need to conserve the Company''s resources, the Board of Directors has not recommended any dividend for the financial year 2024-25.

Transfer to Reserves

The total comprehensive profit of INR 1,609.26 million for the FY 2024-25 had been transferred to previous year''s other equity of INR 1,152.65 million to arrive at the current year''s other equity of INR 22,746.26 million, which includes, Securities Premium of INR 9,567.99 million, put option adjustment of INR 8,615.12 million and put option reserve adjustment INR 1,801.24 million, which was retained in the Balance Sheet.

Extract of Annual Returns

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the annual return for the FY 2023-24 has been placed on the website (Link: https://www.akums.in/investors/annual-return/) of the Company. The annual return of 2024-25 will be placed post completing Annual filings.

Integrated Annual Report

In line with the SEBI circular dated February 6, 2017, Akums has voluntarily released its Integrated Annual Report. This comprehensive report combines both financial and non-financial information and follows the International Integrated Reporting Framework. It highlights the Company''s strategy, governance, performance and future value creation prospects, structured around six key forms of capital: Financial Capital, Manufactured Capital, Intellectual Capital, Human Capital, Social & Relationship Capital and Natural Capital.

Material Event (s)

* Initial Public Offer

The FY 2024-25, has marked a significant milestone in the corporate history of Akums. During the year under review, the Company successfully completed its Initial Public Offer (IPO), comprising both an Offer for Sale and Fresh Issue, details of which are summarized below:

Fresh issue of 10,037,708 Equity Shares of face value of INR 2 each aggregating to INR 6,800 million

Offer for sale by Existing Shareholders of 17,330,435 Equity Shares of face value of INR 2 each aggregating to INR 11,767.37 million

Total Offer Size 27,368,143 Equity Shares aggregating to INR 18,567.37 million

The IPO was opened to the public from July 30, 2024 and closed on August 01, 2024 (both days inclusive). The offer witnessed significant investor interest, with oversubscriptions exceeding 63 times across all investor categories. On the listing day, the share price surged significantly above the IPO price band, reflecting investor confidence in Company''s future prospects.

The equity shares of the Company were listed on the Stock Exchanges, namely NSE India Ltd and BSE Limited on August 6, 2024.

* Strategic Reduction in Subsidiary Entities

In the month of April 2024, Akums undertook a strategic review of its subsidiary portfolio and decided to disinvest from certain subsidiaries that were either non-operational or conducting business at a nominal scale or were transacting; and were facing headwinds in scaling up of their business operations.

The list of such entities is mentioned below:

i) Amazing Research & Laboratories Ltd.,

ii) May & Baker Pharmaceuticals Ltd. and

iii) Burroughs Welcome Pharmacia Pvt. Ltd.

Therefore, during the financial year Amazing Research & Laboratories Ltd., May & Baker Pharmaceuticals Ltd. and Burroughs Welcome Pharmacia Pvt. Ltd. (Now Hygosap Pharma Private Limited) ceased to be subsidiaries of the Company with effect from 01^st April 2024.

* Incorporation of subsidiary in United Kingdom

Akums Healthcare UK Ltd. was incorporated as a foreign wholly owned subsidiary ofthe Company on 18^th March, 2025.

Changes in Capital Structure

During the FY 2024-25, there was no change in the Company''s authorised share capital.

However, issued, subscribed and paid-up capital share capital of the Company underwent the following changes.

S. Allotment details No.	Date of Allotment	Amount (Face Value)
1 4291930 Equity Shares has been issued, subscribed and allotted to the Akums Employee Benefits Trust	31-May-2024	85,83,860
2 10037708 Equity Shares has been issued, subscribed and allotted to the public as a fresh issue portion of IPO	02-August-2024	2,00,75,416

Therefore, as on March 31,2025 the Company''s authorised share capital was INR 400,000,000/- (INR 40 crore) divided into 200,000,000 (INR 20 crore) equity shares of face value INR 2 each and issued, subscribed and paid-up share capital was INR 31,47,87,976 divided in to 15,73,93,988 equity shares of face value INR 2 each.

Changes in Directors and Key Managerial Personnel

During the FY 2024-25, Mr. N.L. Kalra ceased to be an Independent Director, with effect from 05.02.2025. on account of attaining the 75 years of age.

The Board places on record its sincere appreciation for his valuable contribution, guidance and service during the tenure with the Company.

As per the provisions of the Companies Act, 2013, Mr. Sanjeev Jain, Director, will retire at the ensuing Annual General Meeting and being eligible, and has offered himself for reappointment. The Board of Directors recommended his re-appointment for the approval of the shareholders

Meetings of the Board of Directors

During the FY 2024-25, the Board of Directors duly met seven times on 04.05.2024, 31.05.2024, 24.07.2024, 01.08.2024, 24.08.2024, 09.11.2024 and 06.02.2025 in respect of which proper notices were given and the proceedings were properly recorded and signed in the ''Minutes Book'' maintained for the purpose.

In cases of urgent business requirements, the Board or its Committees also passed resolutions by circulation, in accordance with the provisions of the Companies Act, 2013.

The details of attendance of directors at the board meetings of the company during F.Y. 2024-25 are given as under:

Name of Director	Category	No. of Board Meetings		%
		Eligible to attend	Attended
Mr. Sanjeev Jain	Managing Director	7	7	100
Mr. Sandeep Jain	Managing Director	7	7	100
Mr. Sanjay Sinha	Whole Time Director	7	7	100
Mr. N.L. Kalra	Independent Director	6	6	100
Mr. Kewal Handa	Independent Director	7	6	85.71
Ms. Matangi Gowrishankar	Independent Director	7	7	100
Mr. Sunil Kumar Thakur	Non-Executive Director	7	7	100
Mr. Satwinder Singh	Independent Director	7	7	100

Meeting of Board Committees and General Meeting(s) during FY 2024-25 Details of meetings of various committees of the Company held during the period under review, are given as under:
S. No.	Committee No. of Meetings	Date of Meetings
1.	Audit Committee 5	4-May-2024, 31-May-2024, 24-August-2024, 9-Nov-2024, 6-Feb-2025
2.	Nomination & Remuneration Committee 5	4-May-2024, 24-August-2024, 9-Nov-2024, 29-Jan-2025, 6-Feb-2025
3.	Stakeholder relationship Committee 1	6-Feb-2025
4.	Risk Management Committee 1	9-Nov-2024
5.	IPO Committee 2	29-July-2024,

The details of attendance of members of the Audit Committee (AC), Nomination and Remuneration Committee (NRC), Stakeholder relationship Committee (SRC), Risk Management Committee (RMC) and IPO Committee (IPOC) of the company are given as under:

Name of	Category	ACM		NRC		SRC	RMC		IPOC
Director		Eligible	Attended	Eligible	Attended	Eligible Attended	Eligible	Attended	Eligible Attended
Mr. Sanjeev Jain	Managing Director	-	-	-	-	1 1	1	1	2 2
Mr. Sandeep Jain Managing		4	4	-	-	1 1	1	1	2 2
	Director
Mr. Kewal Handa Independent		5	5	5	5	- -	1	1	- -
Mr. N.L Kalra	Independent	4	4	4	3	- -	1	1	- -
Ms. Matangi Gowrishankar	Independent	5	5	5	5	--	1	1	--
Mr. Sunil Kumar Thakur	Non-Executive	5	5	5	5	--	-	-	2 2
Mr. Satwinder Singh	Independent	5	5	5	5	1 1	-	-	--

The Annual General Meeting (AGM) of Akums for the previous financial year, i.e. 2023-24, was held on 31.05.2024. The meeting was duly attended by all Directors and Shareholders of the Company along with the Company Secretary, Chief Financial Officer, representatives of the Statutory Auditor and the Secretarial Auditor of the Company.

During the FY 2024-25, the Company conducted two Postal Ballot events vide notice dated 09^th November, 2024 and 06^th February, 2025.

One separate meeting of the Independent Director was held on 24^th July, 2024.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3) read with Section

134(5) of Companies Act, 2013, the Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

* The Directors have 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 and of the profit and loss of the Company for that period.

* The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Directors have prepared the annual accounts on a going concern basis.

* The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. These controls are critical for ensuring the orderly and efficient conduct of business, including an adherence to the Company''s policies, the safeguarding of its assets, prevention and detention of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

* The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

* The Directors have established proper systems to ensure compliance with the provisions of all applicable secretarial standards and confirm that such systems are adequate and operating effectively.

Declarations by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the act and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfils the conditions specified under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the management.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms a part of this report.

Corporate Social Responsibility (CSR) Committee

The details regarding the composition of the CSR committee are provided in the Corporate Governance Report, which forms an integral part of this report.

Nomination and Remuneration Committee

The information regarding the composition of the Nomination and Remuneration committee is included in the Corporate Governance Report, which forms an integral part of this report.

Stakeholders'' Relationship Committee

The details involving the composition of the Stakeholders'' Relationship Committee are included in the Corporate Governance Report, which forms an integral part of this report.

Risk Management Committee

The data relating to the composition of the risk management committee are disclosed in the Corporate Governance Report, which forms an integral part of this report.

Auditor(s)

Statutory Auditor

Walker Chandiok & Co LLP (WCC) has been re-appointed as the statutory auditor of the Company pursuant to members'' approval obtained at the 20^th Annual General Meeting held on 31^st May 2024. The re-appointment is for a term of five consecutive years, to audit the financials of the company for the FY 2024-25 to 2028-29 (both inclusive). Accordingly, they shall hold office till the conclusion of the 25^th Annual General Meeting of the Company.

The Auditors'' Report for the FY ended on 31^st March 2025 on the financial statements of the company forms part of this Annual Report.

The Auditors'' Report does not contain any qualification or adverse remark or comment or a disclaimer in its report.

Details in Respect of Frauds Reported by the Auditors under Section 143(12):

As specified under the second proviso of Section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud on the Audit Committee during the year under review.

Cost Auditor

As per the provisions of Section 148 the Companies Act, 2013 read with Companies (Audit & Auditors'') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such records are made and maintained.

The Board had appointed M/s. Balwinder & Associates, as the Cost Auditors of the Company for the FY 2024-25.

Now that its tenure has expired, the Board has recommended to re-appointed M/s Balwinder & Associates as the Cost Auditors to audit the cost accounts of the Company for the FY 2025-26.

As required by the Act, the remuneration of the cost auditors must be ratified by the members. Accordingly, the resolution relating to the cost auditors is being placed before the members for their ratification.

Internal Auditor

As per the provisions of Section 138 read with Rule 13 of The Companies (Accounts) Rules, 2014, with regard to internal audit, M/s Vibhor Gupta & Associates were appointed as the Internal Auditor for the FY 2024-25. The audits are based on an internal audit plan, which is reviewed each year by the Management and the Audit Committee. The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the Company''s operations.

Secretarial Auditor

Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mandate a secretarial audit for the prescribed class of companies.

In terms of Section 204 of the Act and Rules made thereunder, M/s. A.K. Nandwani & Associates, was appointed as secretarial auditor of the company for the FY 2024-25, and there tenure has expired. The Board has recommended to appoint M/s SPG & Associates, Company Secretaries (a peer reviewed firm) as secretarial auditor for next five years starting from FY 2025-26 till FY 2029-30 (both inclusive).

In terms of sub-section (3) of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Secretarial Audit Report in the Form MR-3 of the Company for the FY 2024-25 is annexed with the Board''s report as Annexure-1.

The Secretarial Audit Report for the year contain two remarks which in the report:	are mentioned here below and more specifically mentioned
S. Please specify unit No.	Management''s Comment
1 Some of the employees (designated individuals as per Insider Trading Code of Conduct) sold their shares within 6 months, however, the fact was apprised to the Stock Exchanges.	This has happened due to unawareness of law by few employees during initial listing days of the Company. Though the same was intimated to the Audit Committee & the exchanges.
2 Due to cessation of Mr. Nand Lal Kalra, Independent Director effective from February 5, 2025, the composition of the Board of Directors no longer meets the requirements of the Regulation 17(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.	The Company is in process of shortlisting & finalization of a suitable candidate; and the position will be filled up soon.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit of four material unlisted subsidiaries of the Company, namely Pure and Cure Healthcare Private Limited, Malik Lifesciences Private Limited, Akumentis Healthcare Limited and Maxcure Nutravedics Limited was undertaken by Sangeeta Chaudhary & Associates, Company Secretaries. The Secretarial Audit Reports issued by the Auditor are annexed to this Report as Annexure- 1A, Annexure-1 B, Annexure-IC, Annexure-ID respectively. The Secretarial Audit Reports for these material unlisted Indian Subsidiaries contain certain remarks, more specifically mentioned in the reports.

Management Auditors

The Company has appointed Ernst & Young LLP (E&Y), Deloitte and Protiviti India Member Private Limited as Management Auditors for 2024-25. These management auditors had conducted audits of certain processes and functions of the Company and its subsidiaries and have submitted its reports to the management for its perusal.

The Company has appointed Ernst & Young LLP (E&Y), Mahajan & Aibara and Protiviti India Member Private Limited as management auditors for 2025-26 as well. The management auditors will conduct audits of assigned processes and functions of the Company and its subsidiaries.

Implementation and Ratification of ESOP Scheme

The Company has observed from market experience that an equity-based compensation plan is an effective tool to motivate and reward the existing key talent based on the performance and criticality of the profile. For the Company, this will also help attract new talent and retain them for ensuring sustained corporate growth.

In view of this, Akums has implemented an Employee Stock Option Plan (ESOP) called Akums Employee Stock Option Scheme 2022 (ESOP Scheme 2022). This scheme will cover eligible employees of the Company and employees of its subsidiary companies. During the current year, in terms of regulation 12 of SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021, the Company has obtained shareholders ratification to implement the ESOP Scheme 2022 through ''Akums Employee Benefits Trust''.

Change in the Nature of Business (If Any)

The Company and its subsidiaries are engaged, inter alia, in the business of manufacturing, marketing, trading, importing, exporting, developing, testing and allied activities of pharmaceutical formulations of drugs, ayurvedic, herbals, toiletries, nutraceuticals, food and dietary supplements, derma and cosmetics, healthcare and hospital products, over-the-counter (OTC) products, active pharmaceutical ingredients, excipients and compounds.

During the period under review there has been no change in the nature of the business of the Company.

Companies Which Became/Ceased to Be Company''s Subsidiaries, Joint Ventures and Associate Companies

As on March 31,2025, the Company has 13 subsidiaries, including one step-down subsidiary and one limited liability partnership (LLP) and one foreign wholly owned subsidiary which was incorporated on 18^th March, 2025.

S. No.	Name of Subsidiary	Nature of Business	% of Shareholding	Status WOS* / Subsidiary
1	Pure & Cure Healthcare Pvt. Ltd.	Manufacturing of Pharmaceutical Formulations	100%	WOS
2	Maxcure Nutravedics Ltd.	Manufacturing of Nutraceuticals & Cosmetics	100%	WOS
3	Malik Lifesciences Pvt. Ltd.	Manufacturing of Pharmaceutical Formulations	100%	WOS
4	Akums Healthcare Ltd.	Manufacturing of formulations	100%	WOS
5	Qualymed Pharma Pvt. Ltd.	Manufacturing of formulations	100%	WOS
6	Akumentis Healthcare Ltd.	Branded Marketing	91.50%	Subsidiary
7	Unosource Pharma Ltd.	Export Marketing	100%	WOS
8	Sarvagunaushdhi Pvt. Ltd.	Retail Sales	100%	WOS
9	Plenteous Pharmaceuticals Ltd.	Generic Branded Marketing	100%	WOS
10	Nicholas Healthcare Ltd.	Institutional Sales	100%	WOS
11	Upadhrish Reserchem LLP	Manufacturing of formulations	100%	WOS
12	Medibox Pharma Ltd.	Generic Branded Marketing	100%	WOS
13.	Akums Healthcare UK Ltd	Trading or Marketing of Pharmaceutical Formulations.	100%	WOS
*WOS means Wholly Owned Subsidiary

During the period under review Amazing Research & Laboratories Ltd., May & Baker Pharmaceuticals Ltd. and Burroughs Welcome Pharmacia Pvt. Ltd. (Now Hygosap Pharma Private Limited) ceased to be subsidiaries of the Company with effect from 01^st April 2024.

Further, Akums Healthcare UK Ltd. was incorporated as a foreign wholly owned subsidiary of the Company on 18^th March, 2025.

The statement containing the salient features of the financial statements of the Company''s subsidiaries is given in Form AOC-1, annexed as Annexure-2, which is a part of the report.

Particulars of Loans, Guarantees and Investments

The details of loans, guarantees and investments, as contemplated under Section 186 of the Companies Act, 2013, made by the Company and remaining outstanding as on 31.03.2025, are annexed with this report as Annexure - 3.

Particulars of Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 were at arm''s length and in the ordinary course of business.

Omnibus approvals of the Audit Committee and the Board wherever applicable were obtained for the transactions which are of a foreseeable and repetitive nature. In all other cases, the approval of Board or the Audit Committee is taken for entering into a related party transaction.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Company''s Policy on dealing with Related Party Transactions ("RPT Policy").

Though Section 188 is not applicable to the transactions, yet the details of related party transactions are provided under notes to financial statements and Form AOC-2 (as Annexure-4) are annexed with the Board Report.

All applicable related party transactions were presented before the Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 42 of the standalone financial statements and Note No. 42 of the consolidated financial statements.

Deposits Under Chapter V of the Companies Act, 2013

During the year under review, the Company has not accepted any deposit from the public within the meaning of Chapter V of Companies Act, 2013 and as such no amount on account of principal or interest on public deposit was outstanding as on the date of the balance sheet.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report providing the detailed overview of the Company''s performance, industry trends, business and risks involved has been provided separately and forms part of this report.

Directors'' Appointment and Remuneration Policy

For the purpose of selection of any director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act.

The Company has a remuneration policy, which is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/, which provides the basis for fixation of remuneration of directors and key managerial personnel of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of Energy

Energy conservation measures taken are as under:

1. Optimum energy conservation steps are being taken to reduce per unit cost. Power load factor is being monitored continuously as an energy conservation measure. Maintenance of proper voltage supply, proper load distribution and replacement of traditional tube

lights with LEDs lead to regular saving of energy. Installed variable speed-based controller on the air compressor for minimising the losses during unloading.

2. An ON/OFF-based controller was installed in the cooling tower and the switching-based controller was monitored in the cooling tower fans, for reducing the specific power consumption. No waste is generated in the company which can be converted into any source of energy.

3. No other alternative source of energy is feasible.

4. Adequate additional investment is being made on energy conservation.

The average performance in terms of production units is under

control. However, electricity tariffs are beyond the control of the

Company summarized as follows: -

Technology absorption

Efforts are continuously being made for technology absorption.

Currently the Company has implemented following technologies

during this financial year:

1. CIMS (Customer Invoice Management System):

This system allows us to send digitally signed invoices to our customers.

2. EPMT (Export Product Management Tool): This tool streamlines the ENCQ process, enabling initiators to check the current status of their ENCQ.

3. DRF (Dossier Request Form): This form streamlines our dossier filing process and tracks the registration we are submitting to the Ministry of Healthcare.

4. CLM (Contract Life Management): Contract Lifecycle Management (CLM) is a centralized tool designed to manage all contracts executed by the Company for its business

Particulars	FY''2024-25	FY ''2023-24
Units of Electricity Purchased (Lakh Kwh)	398.44	377.63
Total Amount of Electricity Purchased (Lakh INR)	3,021.51	2,925.24
Rate of Electricity Per Unit (INR)	7.58	7.75
Units (Lakh Kwh) Own Generation (DG. Set)	7.08	5.43
Consumption of Diesel Oil in DG (Lakh Lts.)	2.02	1.57
Units generated Per Litre of Diesel Oil	3.51	3.45
Total amount of Diesel consumed (Lakh INR)	167.6	125.43
Cost Per Unit (INR)	23.68	23.08

operations. It streamlines the entire contract process, from initiation to execution, and offering several key benefits, such as; Real-Time Tracking, Renewal Notifications, Centralized Contract Data and Document Storage & Compliance Checks. Therefore, CLM enhances efficiency, transparency, and control over a Company''s contract management process.

Upcoming Projects:

5. LMS (Litigation Management System): This system will allow users to enter litigation data digitally and track it on a single page.

6. Akums Business Ethics Helpline (CoVigilance Portal): This portal will enhance our ability to monitor and report on adverse events and ensure compliance with regulatory requirements.

The Company has its own research and development centres that are approved by the Department of Scientific and Industrial Research (DSIR), Government of India. These centres play a pivotal role in driving innovation, developing new formulations, and enhancing product quality, thereby strengthening the Company''s edge in pharmaceuticals industry.

During the FY 2024-25, expenditure on research and development was J 286.92 million, as against J 292.55 million during the previous year.

Foreign Exchange Earnings and Outgo:

During the financial year 2024-25, trade receivables and trade and other payables in foreign currencies amounted to J 33.29 million and J 44.49 million, respectively.

Risk Management Policy

The Company has constituted a Risk Management Committee and has an adequate risk management process to identify and notify the Board of Directors about the risk or opportunities that could have an adverse impact on its operations or could be exploited to maximise the gains. The process and procedures are in place to act in a time-bound manner, to manage the risks or opportunities. The risk management process is reviewed and evaluated by the committee and the Board of Directors. Meeting of the Risk Management Committee was held on 09^th November, 2024.

Akums has also adopted a Risk Management Policy. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory auditors.

Environment and Social Responsibility Policy

Akums is committed to minimizing the adverse environmental and social impacts of its business activities. The organization pledges to:

* Identify and manage environmental and social risks related to its operations.

* Comply with all applicable environmental laws and regulations.

* Align with the International Finance Corporation (IFC) Performance Standards.

* Set and pursue targets to avoid, reduce, or mitigate negative impacts.

* Integrate environmental considerations into all levels of planning and decision-making.

* Use eco-friendly, energy-efficient, and sustainable technologies.

* Promote sustainable development through the conservation of resources using the 4R approach (recovery, recycling, reuse, reduction).

* Regularly review performance and allocate resources for policy implementation.

* Foster continual improvement through employee and stakeholder involvement.

* Maintain open communication and transparent reporting of policy adherence.

* Provide training to encourage environmental and social responsibility.

* Ensure any policy violations are reported up to senior leadership.

* Implement the policy under leadership guidance, embedding sustainability into operations.

Corporate Social Responsibility (CSR)

In compliance with the requirements of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) committee. The details of membership of the committee and the meeting held are given in details in the Corporate Governance Report, which forms a part of this report.

In line with the provisions of the Companies Act, 2013, the Company has framed its CSR Policy and CSR Annual Action Plan and the same has been approved by the CSR committee and the Board of Directors. The CSR Policy of the Company provides the roadmap for its CSR activities. The CSR policy is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/.

Average profits of the financial years 2021-22, 2022-23 and 202324 had been INR (958.64 million), which was negative. Therefore, the Company was not required to spend any amount during the financial year 2024-25.

However, during the FY 2024-25 the Company has spent an amount of INR 41.00 lakh on CSR activities. Such spent amount will be carried forward and will be set off from the CSR obligation of FY 2025-26.

The CSR activities undertaken during the year by the Company have been mentioned in the CSR report annexed as Annexure-5.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board''s Report pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-6 to this report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement

The Company believes, considers and promotes the fact that with a dynamic CSR culture, society will benefit; and when society benefits, corporations also benefit.

It is reflected in the Company''s culture that the responsibilities of the entrepreneur are not confined to the four walls of its business or its customers. The Company also has a commitment and social responsibilities towards the community. The Company has complied with the provisions of law in its true spirit.

In terms of section 135(5), the Company was required to spend at least 2% of its average net profits as calculated in accordance of section 198 of the Companies Act, 2013, made during three immediately preceding financial years, i.e. it was required to make such spending during FY 2024-25 related to the financial years 2021-22, 2022-23 and 2023-24.

Net profits as per the provisions of Section 198 during the immediately preceding three financial years had been as under:

Financial Year	INR - Million
2021-22	(3349.73)
2022-23	1503.17
2023-24	(1029.35)

may write to the Company Secretary of the Company at [email protected].

Pursuant to Section 197(14) of the Act, the Managing Director and Whole-time Director ofthe Company do not receive any remuneration or commission from any of the subsidiaries of the Company.

Evaluation of Board Performance

In accordance with the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V, the Company has carried out annual evaluation of the performance of the Board of Directors, its Committees, and individual Directors. These provisions are applicable to the Company as it has a paid-up share capital exceeding INR 25.00 crore.

The Company has implemented a structured procedure for evaluating the performance of the Board, its Committees, and individual Directors. During the year under review, the annual performance evaluation was conducted in accordance with the evaluation framework and criteria approved by the Nomination and Remuneration Committee. The framework is aligned with the SEBI Guidance Note on Board Evaluation.

The Board reviewed and discussed the outcome of the performance evaluation and expressed satisfaction with the overall functioning and effectiveness of the Board, its Committees, and the individual Directors, including the Managing Directors.

Furthermore, the Board also evaluated the fulfilment of the independence criteria by the Independent Directors and confirmed that all Independent Directors continue to meet the requirements of independence as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and remain independent of the management.

Opinion of the Board about Independent Directors

Akums has appointed the following persons as independent directors:

Mr. Kewal Handa,

Ms. Matangi Gowrishankar

Mr. Satwinder Singh and

Mr. N.L Kalra (ceased w.e.f. 05.02.2025)

As per the opinion of the board all the independent directors are of integrity and have rich experience of their domain. The Board is of the view that under their able guidance and

of business. The Company is deeply committed to nurturing, enhancing and retaining talent through superior learning and organisational development.

The Company believes that people are its biggest assets. Hence, it invests in productive training programs for the employees. The Company encourages individuals to explore opportunities aligned with natural talent and provides an environment that nurtures growth.

The Company embeds a sense of inclusion and equality in its people. This means fostering a conducive work environment that enhances professional and personal growth. A strong culture of mutual trust, oneness, learning, care and concern is a key inspiration to meet tomorrow''s challenges.

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

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Two separate Internal Complaints Committee (ICC) have been set up at Delhi & Haridwar locations to redress complaints received regarding sexual harassment. All employees are covered under this policy.

A mechanism has been established to report such matters to the ICCs. During the period under review, on group level, 12 complaints were received in this regard, on which proper action has been taken i.e. nine Termination, one Counselling, one Conciliation and one Nullified. All such complaints were dealt with care and closed properly.

Consolidated Accounts

The consolidated financial statements for the year ended on March 31^st, 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

suggestions, the Company will achieve new milestones of success in the coming years.

Material Courts Orders

During the year, no material order was passed by any regulators, tribunals or courts which impacts the going concern and the Company''s operations in future.

Internal Control Systems and Their Adequacy

The Company has an adequate system of internal controls to safeguard and protect itself from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following all the applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The management of the Company checks and verifies the internal control and monitors them in accordance with policies adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Maintenance of Cost Records

In terms of provisions of Section 148 (1) of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain cost records. The Company has maintained such accounts and records in a proper manner. The same was also made available to the Cost Auditors of the Company for their audit. M/s. Balwinder & Associates, cost accountants, were engaged to carry out an audit of cost records of the Company during FY 2024-25.

Vigil Mechanism Policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a policy on vigil mechanism for the directors and key managerial personnel and the employees, to report its genuine concerns relating to actual or suspected fraud, unethical behaviour, violation of the Company''s code of conduct or any other event which would adversely affect its business interests.

Human Resources

Akums takes immense pride in the commitment, competence and dedication demonstrated by its employees in all areas

Credit Rating The Company has a rating agreement with ICRA Limited. ICRA is required to review the rating on an annual basis and as an when the circumstances warrant such a review. During the month of October 2024, credit ratings were assessed and the rating committee of ICRA has provided the following ratings to the Company:
S. Particulars No.	Rating Action
1 Long term-fund based working capital facilities	[ICRA]AA(Stable); Upgraded from [ICRA]AA-(Stable)
2 Unallocated limits	[ICRA]AA (Stable)/ [ICRA]A1 ; LT rating upgraded from [ICRA]AA-(Stable) & ST rating reaffirmed
3 Short term-non fund based working capital limits	[ICRA]A1 ; Reaffirmed
4 Long term / short term-fund based/non fund-based limits	[ICRA]AA (Stable)/ [ICRA]A1 ; LT rating upgraded from [ICRA]AA-(Stable) & ST rating reaffirmed

Secretarial Standards

During the year under review, the Company has complied with all applicable secretarial standards issued by the Institute of Companies Secretaries of India (ICSI).

Other Reports Forming Part of Board''s Report

The following reports forming part of the Board''s Report are enclosed:

* Management Discussion and Analysis (MDA) Report

* Secretarial Audit Report of Akums & its Material Subsidiaries

* Corporate Social Responsibility (CSR) Report

* Corporate Governance Report

* Business Responsibility and Sustainability Report (BRSR)

Acknowledgements

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, customers, suppliers, alliance partners, bankers and all other stakeholders for the continued support given by them to the Company and for the confidence they have reposed in the management.