డైరెక్టర్ల నివేదిక OneSource Specialty Pharma Ltd.
Your directors take pleasure to present the 19th Boardâs Report of OneSource Specialty Pharma Limited (âthe Companyâ
or âOSPLâ or âOneSourceâ) prepared in line with the Companies Act, 2013 (âActâ) and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). This report presents
the Audited financial results (Consolidated and Standalone) and other developments in respect to the Company during the
financial year ended March 31, 2026 (âFY26â or âFinancial Yearâ) and as on date of this report.
The Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended
March 31, 2026, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act,
2013 (âActâ).
Key Highlights (Consolidated Financials)
|
Particulars |
FY26 |
FY25 |
|
Revenue |
14,216 |
14,449 |
|
EBITDA |
3,042 |
4,665 |
|
EBITDA Margin (%) |
21.4% |
32.3% |
|
Adjusted PAT1 |
739 |
2,314 |
|
Adjusted EPS1 |
6.5 |
21.4 |
1Adjusted PAT and Adjusted EPS exclude exceptional items (FY26: ?99m, FY25: ?1,108m) and scheme related intangible amortisation (FY26:
?1,378m, FY25: ?1,413m).
About the Company:
OneSource is a pure-play specialty pharmaceutical
CDMO providing integrated development
and manufacturing solutions across complex
pharmaceutical products including biologics, drug-
device combinations, sterile injectables, and oral
technologies (soft gelatine capsules). It operates
five state-of-the-art facilities approved by global
regulatory authorities with a dedicated team of over
1,600 professionals. OneSource with its development
capabilities, industry leading manufacturing capacities,
and strong compliance track record, has won trust of
global pharmaceutical companies seeking efficient,
end-to-end solutions.
FY26 was a year of focused execution and capability
enhancement, strengthening the foundation for
sustainable long-term growth across our specialty
platforms.
⢠Full-year revenue declined marginally by 2%
YoY, reflecting a softer second half impacted by
delayed semaglutide approvals in Canada.
⢠Full year EBITDA declined 35% YoY, reflecting a
high MSA base in prior year and an elevated cost
base in FY26 as the DDC facility ramped up.
Managementâs Discussion and Analysis Report, which
forms part of the Boardâs Report details the Companyâs
operational and financial performance for the year.
a. Authorised Share Capital
Authorised Share Capital of the Company as at
March 31, 2026 is '' 15,00,00,000 divided into
15,00,00,000 equity shares of '' 1 each.
b. Issued, Subscribed, and Paid-up Share Capital
The movement in Issued, Subscribed, and Paid-up
Share Capital of the Company during the year is as
under:
|
Particulars |
Number of Shares |
Amount (?) |
|
April 1, 2025 |
11,44,36,021 equity shares of face value of '' 1.00 each |
11,44,36,021 |
|
Additions during the year (consequent to ESOP exercise) |
||
|
June 13,2025 |
30,000 equity shares of face value of '' 1.00 each |
30,000 |
|
August 04, 2025 |
59,195 equity shares of face value of '' 1.00 each |
59,195 |
|
October 24, 2025 |
36,920 equity shares of face value of '' 1.00 each |
36,920 |
|
December 09, 2025 |
23,000 equity shares of face value of '' 1.00 each |
23,000 |
|
January 21, 2026 |
36,065 equity shares of face value of '' 1.00 each |
36,065 |
|
March 31, 2026 |
11,46,21,201 equity shares of face value of '' 1.00 each |
11,46,21,201 |
4. Dividend
The Company has reported a profit on a standalone
basis during the year. However, in view of ongoing
expansion plans and future capital requirements,
the Board has not recommended any dividend for
the financial year ended March 31, 2026. Dividend
distribution policy is available on below link:
https://www.onesourcecdmo.com/wp-content/
uploads/2025/01/Dividend-Distribution-Policy.pdf
5. Transfer to Reserves
Movement in reserves and surplus during the financial
year ended March 31, 2026, is provided in the Statement
of changes in equity included in the consolidated and
standalone Financial Statements (Refer to Note 11B in
the Consolidated as well as the Standalone Financial
Statements).
6. Update on Corporate Actions
During the year under review and to the date of this
Report, your Company has undertaken/ initiated the
following key corporate actions:
Scheme of Arrangements
6.1 Scheme of Arrangement for acquisition of
European CDMO business of SteriScience
and anti-infective business from Brooks
SteriScience.
The Board of Directors at their meeting held on
September 26, 2025, approved a strategic transaction
to strengthen the companyâs capabilities and
capacity by acquiring the European CDMO business of
Steriscience and anti-infective business from Brooks
Steriscience.
The said transaction was intended to be achieved
through a Scheme of Amalgamation amongst
Steriscience Specialties Private Limited, Brooks
Steriscience Limited, Steriscience Pte. Limited, Strides
Pharma Services Private Limited and OneSource
Specialty Pharma Limited and their respective
shareholders (under section 230 to 232 read with
section 234, section 52, section 66 of the Act and under
section 210 read with section 212 of The Singapore
Companies Act, 1967 and other applicable provisions
of the Act, the Singapore Companies Act, 1967 and the
rules framed thereunder).
The National Stock Exchange of India Limited and
BSE Limited by their respective letters dated
February 25, 2026 conveyed their âNo-objection /No
Adverse Observation Letterâ, for the Scheme.
However, the Board of Directors at their meeting held
on May 13, 2026, in the best interest of stakeholders
decided to not pursue the transaction in the current
form and revisit it following successful delivery of
respective companiesâ FY28 guidance.
6.2 Amalgamation of Stelis Pte. Limited with
OneSource Specialty Pte. Limited, wholly
owned subsidiaries of OneSource Specialty
Pharma Limited (âthe Companyâ)
Stelis Pte. Limited (âStelisâ), Singapore a wholly
owned subsidiary of the Company amalgamated
with OneSource Specialty Pte. Limited (âOneSource
Specialty Pte.â), Singapore another wholly owned
subsidiary of the Company with effect from
January 01, 2026 to simplify the existing corporate
hierarchy, enhance operational efficiency, and eliminate
redundant administrative, compliance, and legal costs.
Since the transaction was undertaken between the
wholly owned subsidiaries of the Company, there is no
impact on a consolidated basis and on the shareholding
pattern of the Company.
6.3 Striking off of the wholly owned subsidiary
entity - Stelis Biopharma UK Private Limited
Stelis Biopharma UK Private Limited was struck off with
effect from October 14, 2025, as there was no business
activity and remained dormant since its incorporation
on November 30, 2022.
7. Consolidated Accounts
The consolidated financial statements for the year
ended March 31, 2026, pursuant to Section 129(3) of
the Act, form part of this Annual Report.
8. Subsidiaries/Joint Ventures/Associates and
Accounts of Subsidiaries
In accordance with Section 129 (3) of the Act, the
Company has prepared a consolidated financial
statements.
The Company has the following subsidiaries, joint
ventures, and associate entities as at March 31, 2026:
|
S. No. |
Nature of |
India |
Overseas |
Total |
|
1 |
Wholly owned |
2 |
2 |
4 |
|
2 |
Step - down |
2 |
2 |
|
|
3 |
Associate |
- |
- |
- |
|
4 |
Joint Venture |
- |
- |
- |
|
Total |
2 |
4 |
6 |
List of Wholly Owned Subsidiaries:
⢠Biolexis Private Limited, India
⢠OneSource Specialty Pharma Inc, USA
⢠OneSource Specialty Pte. Limited, Singapore
⢠Strides Pharma Services Private Limited, India
Step-down wholly owned Subsidiaries:
⢠Biolexis Pte. Ltd, Singapore - Biolexis Private
Limited, India (Holding Company)
⢠OneSource Softgels Pte. Ltd., Singapore (formerly
known as Strides Softgels Pte. Ltd.) - Strides
Pharma Services Private Limited, India (Holding
Company
A statement containing salient features of the financial
statements of the Companyâs subsidiaries, as required
in Form AOC 1 is enclosed as Annexure - 1 to this
Report.
9. Employee Stock Option Scheme
The Company has Stock Option Plan viz., OneSource
Specialty Pharma Limited: Employee Stock Option
Scheme 2021 (ESOP Scheme).
A statement giving detailed information on stock
options granted to Employees under the ESOP Scheme
as required under Section 62 of the Act, read with
Rule 12 of Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 is enclosed as Annexure - 2 to this Report and
the scheme is also available at website of the Company
at below link:
https://www.onesourcecdmo.com/wp-content/
uploads/2025/07/OneSource_ESOP-Scheme.pdf
10. Loans, Guarantees, and Investments
Details of loans, guarantees, and investments covered
under Section 186 of the Act, form part of the notes to
the financial statements provided in this Annual Report.
The Company did not accept any public deposit during
the year under review, as outlined in Chapter V of the
Act and the corresponding Rules.
The Company continues to maintain a credit rating
of âIND A- ; Positiveâ assigned by India Ratings &
Research, which was reaffirmed in December 2025.
Further, at the request of the Company, CARE Ratings
Limited has withdrawn the ratings earlier assigned to
the Companyâs debt instruments.
Note: Subsequent to the finalisation of the Board''s Report in
August 2026, the rating was upgraded from "IND A-" to "IND A".
13. Directors and Key Managerial Personnel
As on March 31, 2026, the Companyâs Board had
eight members. This includes one Non-Executive
Chairperson (Promoter Director), one Managing
Director, one Non-Executive Non-Independent Director
and five Non-Executive Independent Directors, one of
whom is a Woman Independent Director.
Details about the Board, Committee composition,
Director tenure and other details are available in the
Corporate Governance Report, which is part of this
Annual Report.
During the year, Colin Michael Bond (DIN: 10982819)
was appointed as a Non-Executive Independent
Director effective June 23, 2025 and also as
Chairperson of Audit Committee effective from the said
date. Approval of shareholders for his appointment was
sought and obtained through Postal Ballot, the results
of which were declared on July 31, 2025.
The details of the Board members as on March 31, 2026 is as below:
|
# |
Name of the Director |
DIN |
Designation |
|
1. |
Arun Kumar |
00084845 |
Chairperson, Non-Executive Director |
|
2. |
Debarati Sen |
07521172 |
Independent Director |
|
3. |
Dr. Claudio Albrecht |
10109819 |
Independent Director |
|
4. |
Colin Michael Bond |
10982819 |
Independent Director |
|
5. |
Dr. Rashmi H. Barbhaiya |
10593871 |
Independent Director |
|
6. |
Vijay Paul Karwal |
10905781 |
Independent Director |
|
7. |
Bharat D. Shah |
00136969 |
Non-Executive Director |
|
8. |
Neeraj Sharma |
09402652 |
Managing Director |
Key Managerial Personnel (KMP):
In-terms of provisions of Section 2(51) and 203 of the Companies Act, 2013, the Company has the following Key Managerial
Personnel (KMP) as at March 31, 2026 and as on date of this report:
|
# |
Name |
Designation |
Date of Appointment |
|
1. |
Neeraj Sharma |
Managing Director |
March 01, 2024 |
|
2. |
Anurag Bhagania |
Chief Financial Officer |
July 04, 2024 |
|
3. |
Trisha Allada |
Company Secretary |
March 14, 2023 |
There were no changes in KMPâs during the year.
14. Declaration by Independent Directors
The Company has received declarations from all
Independent Directors in accordance with Section
149(7) of the Act read with Regulation 25(8) of the
SEBI Listing Regulations confirming that they meet
the criteria of independence as outlined in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. Further, the Independent Directors have
confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably
anticipated, that could impair their ability to discharge
their duties with an independent judgment and without
any external influence.
Additionally, the Independent Directors have declared
their compliance with Section 150 of the Act read with
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, regarding their
inclusion in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
There have been no changes in the circumstances
affecting their status as Independent Directors of the
Company. In the opinion of the Board, the Independent
Directors meet the conditions specified under the Act
and the Listing Regulations.
15. Board Performance Evaluation
Evaluation of all Directors, Committees, Chairperson of
the Board, and the Board as a whole was conducted for
the year.
Evaluation process has been explained in Page 167 of
the Corporate Governance Report, which forms part of
this Annual Report.
16. Remuneration Policy and Criteria for
Appointment of Directors
The percentage increase in remuneration, ratio
of remuneration of Directors and Key Managerial
Personnel (KMP) (as required under the Act) to the
median of employeesâ remuneration forms part of this
report and is appended herewith as Annexure - 3 to
this report.
Further, as per the provisions of Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing names
of top ten employees in terms of remuneration drawn
and the particulars of employees employed throughout
the year and in receipt of remuneration of ?1.02 crore
or more per annum and employees employed for part
of the year and in receipt of remuneration of ^8.50 lakh
or more per month is to be provided.
However, in terms of the first proviso to Section 136(1)
of the Act, the Annual Report, excluding the aforesaid
information, is being sent to Shareholders of the
Company and others entitled thereto.
The said information is available for inspection at the
registered office of the Company up to the date of
ensuing AGM. Shareholders interested in obtaining a
copy may request the same by writing to the Company
Secretary at [email protected].
Your Company recognises and embraces the
importance of a diverse board in its success. The Board
has adopted the Board Diversity Policy, which sets out
the approach to the diversity of the Board of Directors.
The said Policy is available on the Companyâs website
at https://www.onesourcecdmo.com/wp-content/
uploads/2026/08/Board-Diversity-Policy.pdf.
18. Management Discussion and Analysis Report
The Management Discussion and Analysis Report
as prescribed under Part B of Schedule V read with
Regulation 34 of the Listing Regulations forms part of
this Annual Report.
19. Corporate Governance Report
The Corporate Governance Report along with a certificate
on Corporate Governance from Vijayalakshmi K.,
Practicing Company Secretary, Bengaluru, for the FY26,
forms part of this Annual Report.
The Board of Directors of the Company met 6 (six) times
during the year under review. The dates of the Board
meetings and the attendance of the Directors at the
meetings are provided in the Corporate Governance
Report, which forms a part of this Annual Report.
As on March 31, 2026, the Board had the following
Committees:
Statutory Committees:
⢠Audit Committee (AC)
⢠Nomination and Remuneration Committee (NRC)
⢠Stakeholdersâ Relationship Committee (SRC)
⢠Risk Management Committee (RMC)
⢠Corporate Social Responsibility Committee (CSR
Committee)
Non-statutory Committees:
⢠Strategic Advisory Committee
⢠Scientific Advisory Committee
⢠Environmental, Social, Governance (ESG)
Committee
⢠Management Committee
The Corporate Governance Report, which forms part
of this Annual Report, includes details about the
meetings and composition of the Boardâs Statutory
Committees.
22. Related Party Transactions
The Policy on Materiality of and dealing with Related
Party Transactions, as approved by the Board, is
available on the website of the Company at
https://www.onesourcecdmo.com/wp-content/
uploads/2025/01/Policy-on-materiality-of-RPT.pdf
As required under Section 134(3)(h) of the Act, details
of transactions entered with related parties under the
Act are given in Form AOC-2, provided as Annexure - 4
to this Report.
23. Whistle-blower Policy/Vigil Mechanism
The Company is committed to maintaining the highest
standards of ethical, moral, and legal conduct in all its
business operations. In line with this commitment, the
Board of Directors has adopted a Whistle Blower Policy
in compliance with the provisions of the Act and the
SEBI Listing Regulations.
The Whistle Blower Policy provides an appropriate
mechanism for directors, employees, and other
stakeholders to make protected disclosures relating
to actual or suspected violations, including financial
irregularities, misrepresentation, fraud, theft, bribery,
corrupt business practices, insider trading, and leak
or suspected leak of unpublished price sensitive
information, among others.
The Policy also sets out the procedures for receipt,
tracking, investigation, and resolution of complaints,
including disciplinary action, where warranted. Further,
it provides safeguards to ensure confidentiality of the
reporting process and protection of whistle blowers
against any form of retaliation or victimization.
Protected disclosures may be made through various
channels, including email, submission of a physical
letter, a designated toll free number operated by
an independent third party, or through the SEEK
Application (available to employees only), which is also
operated by an independent third party.
The Audit Committee oversees the implementation and
effective functioning of the Whistle Blower Policy, and
no personnel of the Company have been denied direct
access to the Audit Committee under this mechanism.
Whistle Blower Policy is available on below link:
https://www.onesourcecdmo.com/wp-content/
uploads/2025/07/Whistle-Blower-Policy.pdf.
The Board of Directors has established a Risk
Management Committee to oversee the spectrum
of organisational risks diligently. The Corporate
Governance Report, an integral part of this document,
provides detailed insights into the committeeâs
operations. The committee evaluates the effectiveness
of risk mitigation strategies, ensuring they are robust
and responsive.
a. Statutory Auditors
Pursuant to the provisions of Sections 139
and 142 of the Act read with the rules made
thereunder, and the applicable provisions of the
Listing Regulations, the term of appointment of
the existing Statutory Auditors of the Company,
M/s. Deloitte Haskins and Sells, shall conclude at
the 19th Annual General Meeting (âAGMâ) of the
Company.
Based on the evaluation and recommendation
carried out by the management, M/s. B S R & Co.
LLP has been proposed for appointment as the
Statutory Auditors of the Company.
The proposal was placed before the Audit
Committee, which, after due consideration,
recommended the same to the Board of Directors.
The Board recommends the appointment of
M/s. B S R & Co. LLP as the Statutory Auditors of
the Company to the approval of the Members at
the ensuing AGM.
b. Secretarial Auditors
The Secretarial Audit is conducted to verify
compliance with the provisions of applicable
laws, rules, regulations, guidelines and Secretarial
Standards, thereby strengthening the Companyâs
overall compliance framework.
Pursuant to the provisions of Section 204 of the
Act, Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 read with
Listing Regulations, the Shareholders in the AGM
held on September 22, 2025, have approved the
appointment of M/s. D V & Associates, Practicing
Company Secretaries, as the Secretarial Auditors
of the Company for a term of five (5) consecutive
years, commencing from April 1, 2025, i.e., from
FY 2025-26 to FY 2029-30.
The Secretarial Audit Report issued by the
Secretarial Auditor in Form No. MR 3 is enclosed
as Annexure - 5 to this Report. The said report
does not contain any qualification, observation,
reservation or adverse remark.
Further, pursuant to Regulation 24A of the Listing
Regulations the Annual Secretarial Compliance
Report for the financial year ended March 31,
2026, issued by the Secretarial Auditor, was
submitted to the Stock Exchanges within the
prescribed statutory timelines.
c. Internal Auditors
M/s. Grant Thornton Bharat LLP (formerly known
as Grant Thornton India LLP) (LLPIN: AAA-7677)
are the Internal Auditors of the Company.
During the year under review, Internal Auditors
were satisfied with the management response on
the observations and recommendations made by
them during the course of their audit.
d. Cost Auditors
Pursuant to Section 148(1) of the Act, the
Company is required to maintain cost records
and accordingly such accounts and records were
maintained for the financial year ending March 31,
2026.
26. Business Responsibility and SustainabilityReport
The Business Responsibility and Sustainability Report
of the Company for the year ended March 31, 2026 is
provided in a separate section and forms part of this
Annual Report.
27. Corporate Social Responsibility (âCSRâ)
The Company is not mandatorily required to spend on
CSR activities pursuant to the provisions of Section 135
of the Companies Act, 2013.
However, as per the conditions under the Karnataka
Industrial Areas Development Board (KIADB)
guidelines for OneSource: Unit 2, the Company is
required to undertake CSR activities.
The Board has constituted a CSR Committee to monitor
the aforesaid spend under KIADB guidelines.
Based on the recommendation of the said Committee,
the Board has adopted a CSR policy that provides
guiding principles for selection, implementation and
monitoring of CSR activities and formulation of the
annual action plan.
During the year, the Committee monitored the CSR
activities undertaken by the Company including the
expenditure incurred thereon as well as implementation
and adherence to the CSR policy.
The CSR Policy of the Company is available on the
website of the Company and can be accessed through
the web link at:
https://www.onesourcecdmo.com/wp-content/
uploads/2024/10/CSR-Policy-April-2022.pdf.
28. Conservation of Energy, Technology Absorption,
and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014,
is provided as Annexure - 6 to this Report.
29. Disclosure of compliance with other statutory
laws
a. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention of Sexual Harassment in line with
the requirements of The Sexual Harassment of
Women at the workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act) and Rules
framed thereunder. OneSource has adopted a
gender-neutral policy.
In compliance with the provisions of the POSH
Act, Company has constituted Internal Complaints
Committee (ICC) to redress complaints received
on sexual harassment. Adequate trainings
and awareness programmes against sexual
harassment are conducted across the organisation
to sensitise employees to uphold dignity of their
colleagues and prevention of sexual harassment.
During the financial year under review, the
Company did not receive any complaints of
sexual harassment. Consequently, there were no
complaints disposed of during the year, and no
complaints were pending for more than 90 days
as at the end of the year.
b. Compliance with the Maternity Benefit Act,
1961
During the year under review, the company has
duly complied with provisions of the Maternity
Benefit Act, 1961 and all the facilities and
support systems are in place to ensure a safe,
secure, and inclusive working environment for
women employees, in line with the requirements
prescribed under Maternity Benefit Act, 1961 and
relevant rules thereunder.
c. Number of employees as on March 31, 2026
|
i. Female |
227 |
|
ii. Male |
1,447 |
|
iii. Transgender |
0 |
|
Total |
1,674 |
d. Material Changes and Commitments
There have been no material changes and
commitments affecting the Companyâs financial
position between the end of the financial year and
the date of this report other than those which have
already been disclosed to the Stock Exchanges.
Due to the rise in cyberattacks, we regularly review
our cybersecurity practices and improve our processes
and technology controls based on new threats. Our
company has real-time security monitoring in place,
along with necessary controls at different levels,
from individual user devices to networks, servers,
applications, and data.
Currently, there are no substantial or material orders
issued by regulatory bodies, courts, or tribunals that
could affect the Companyâs capacity to continue as a
going concern. According to the Listing Regulations, the
Company is committed to transparently disclosing any
significant events, important information, or regulatory
directives it receives, ensuring that stakeholders are
kept informed on a regular basis.
The draft Annual Return as required under sub-section
(3) of Section 92 of the Act in form MGT-7 is made
available on the website of the Company and can be
accessed at https://www.onesourcecdmo.com/wp-
content/uploads/2026/08/Annual-Return-1.pdf
The Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India, as amended from time
to time.
34. Unclaimed Shares Suspense Account
The Company, on December 10, 2024 had allotted
equity shares to shareholders of Strides Pharma
Science Limited (âStridesâ) and Steriscience Specialties
Private Limited (âSteriscienceâ) pursuant to the Scheme
of Arrangement amongst the Company, Strides, and
Steriscience.
The equity shares of the Company against the (1) IEPF
account of Strides, (2) Letter of Confirmation cases of
Strides, (3) Unclaimed Suspense account of Strides and
(4) Shares held in physical form in Strides, were issued
in demat form to corresponding suspense account
opened by the Company with NSDL.
Details pertaining to Unpaid Shares Suspense account
is provided in the Corporate Governance Report.
a. During the year under review, the Statutory Auditor,
Internal Auditor and Secretarial Auditor have not
reported any instances of fraud committed in the
Company by its Officers or Employees to the Audit
Committee and/or Board under section 143(12) of
the Act.
b. There are no proceedings initiated/pending
against the Company under the Insolvency and
Bankruptcy Code, 2016, and there is no instance
of one-time settlement with any Bank or Financial
Institution.
c. The Company has not issued any equity shares
with differential rights regarding dividends, voting,
or other rights.
d. There has been no change in the nature of the
business of the Company during the financial year
ended March 31, 2026.
36. Directorsâ Responsibility Statement
Pursuant to the requirements under Section 134(5)
read with Section 134(3)(c) of the Act, with respect
to Directorsâ Responsibility Statement, it is hereby
confirmed that:
a. In the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards have been
followed and there are no material departures
from the same;
b. t he Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as on March
31, 2026 and of the profit of the Company for the
year ended on that date;
c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the annual accounts
on a going concern basis;
e. 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; and
f. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
Your Directors take this opportunity to express their
sincere gratitude to all employees, customers, and
suppliers who have contributed to OneSourceâ success
over years. Their hard work, dedication, and support
have been instrumental in achieving our goals and
driving our business forward.
We would also like to thank our shareholders for their
continued trust and investment in the Company. We
are committed to build strong relationships with all our
stakeholders, and we value their feedback and inputs
as we strive to improve and grow our business.
We look forward to your continued support in the years
ahead.
For and on behalf of the Board of Directors
Arun Kumar
Chairperson,
Date: May 13, 2026 Non-Executive Director
Place: Bengaluru DIN: 00084845
On behalf of the Board of Directors of the Company, it gives us pleasure in presenting the 18th Board''s Report, along with the
Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2025.
1. Financial performance
Company has prepared the Consolidated and Standalone Financial Statements for the financial year ended March 31,
2025, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013
(âActâ).
Key highlights
(In '' million except per share data)
|
Particulars |
Consolidated |
||
|
FY25 |
FY24 |
Proforma FY24* |
|
|
Revenue |
14,449 |
1,719 |
11,082 |
|
EBITDA |
4,665 |
(882) |
2,287 |
|
EBITDA margin |
32.3% |
NM |
20.6% |
|
Adjusted PAT |
936 |
(3,657) |
(2,326) |
|
Adjusted EPS |
21.4 |
(88.0) |
(8.3) |
*Proforma FY24 refers to management-certified, unaudited numbers. These are calculated on a like-to-like basis, as the FY24 audited
results are pre-OneSource formation and therefore not comparable.
Adjusted PAT excludes exceptional one-time scheme-related expenses (FY25: ''1,108 million).
Adjusted EPS excludes exceptional items, scheme amortisation and discontinued operations.
MM - Mnt matArial
2. Companyâs performance
We are pleased to present a brief overview of the
Company''s performance following its successful listing
on the stock exchanges effective January 24, 2025.
Scheme of Arrangement: The Scheme of Arrangement,
involving Demerger as detailed in Para 4(b) below,
became effective on November 27, 2024, with April
01, 2024, being the Appointed Date under the Scheme.
Pursuant to this, the equity shares of the Company
commenced trading on the National Stock Exchange of
India and BSE Limited.
The results reported for FY25 and outlined below is of
the combined businesses pursuant to the demerger.
The financial performance has been derived using the
audited financial statements for FY25 and proforma
FY24 on consolidated basis, excluding exceptional
items. Proforma FY24 refers to management-certified,
unaudited numbers. These are calculated on a like-
to-like basis, as the FY24 audited results are pre-
OneSource formation and therefore not comparable.
Financial and operational highlights for the year:
i. Robust Financial Performance:
⢠Recorded a YoY revenue growth of 30% to
''14,449 million.
⢠EBITDA grew by 104% reaching ''4,665
million and EBITDA margin expanded by
1,165 bps to 32%.
⢠Recorded first profitable year for the company
with adjusted PAT at ''936 million.
ii. Business Growth & Execution:
⢠Strengthened our position in the Specialty
Pharma CDMO segment with successful
execution of high-value projects across
Biologics, Injectables, and Oral Technologies.
⢠Onboarded 15 new customers, including
marquee global players.
⢠Enhanced manufacturing capacity through
de-bottlenecking and delivered consistent
compliance with global quality standards.
iii. Strategic Milestones:
⢠Successfully listed as OneSource Specialty
Pharma Limited, establishing a focused
identity in the CDMO space.
⢠Completed integration of demerged business
units and aligned operational processes for
scale and agility.
⢠Strong investor interest and confidence
reflected through active participation in post¬
listing engagements.
Management''s Discussion and Analysis Report, which forms
part of the Board''s Report details the Company''s operational
and financial performance for the year.
3. Transfer to Reserves
Movement in Reserves and Surplus during the financial
year ended March 31, 2025, is provided in the Statement
of Changes in Equity included in the Consolidated and
Standalone Financial Statements (Refer to Note 11B in
the Consolidated as well as the Standalone Financial
Statements).
4. Update on Corporate Actions
During the year under review, your Company has
initiated/undertaken the following key corporate
actions:
a. Issuance and allotment of 20,000 secured,
rated, listed, redeemable and non-convertible
debentures of face value of '' 100,000/- each.
b. Scheme of Arrangement amongst Strides Pharma
Science Limited, Steriscience Specialties Private
Limited (Steriscience) and OneSource Specialty
Pharma Limited.
Scheme of Arrangement and Listing Update
i. Background of the Scheme:
A Scheme of Arrangement was entered into
amongst:
⢠Strides Pharma Science Limited (Strides)
⢠Steriscience Specialties Private Limited
(Steriscience)
⢠OneSource Specialty Pharma Limited
The Scheme was undertaken pursuant to the
provisions of Sections 230 to 232 and other
applicable provisions of the Companies Act,
2013 and the rules framed thereunder. The
appointed date under the Scheme is April 01,
2024.
ii. Business Consolidation:
Under the Scheme, the following businesses
were combined to create a unified CDMO
platform, referred to as "OneSource":
⢠CDMO business of Soft Gelatin Capsules
of Strides
⢠CDMO business of Complex and
Specialty Injectables of Steriscience
⢠CDMO business of Biologics Products of
OneSource
Collectively, these businesses are referred to
as the ''Identified CDMO Business''.
iii. NCLT Approval and Effective Date:
The Scheme was approved by the Hon''ble
National Company Law Tribunal (NCLT),
Mumbai Bench vide its order dated
November 11, 2024 and became effective
from November 27, 2024.
iv. Stock Exchange Approvals:
The Company received in-principle approvals
for listing of its equity shares National Stock
Exchange of India Limited (NSE) and BSE
Limited (BSE), vide letters dated January 16,
2025.
v. SEBI Exemption under SCRR:
The Company was granted an exemption
from Rule 19(2)(b) of the Securities Contracts
(Regulation) Rules, 1957 (SCRR) vide SEBI
letter no. SEBI/HO/CFD/CFD-RAC-DCR-1/P/
OW/2025/1884/1 dated January 17, 2025.
vi. Final Listing and Commencement of
Trading:
⢠The Company received listing approval
from NSE and BSE on January 22, 2025.
⢠The equity shares of the Company were
listed and commenced trading on NSE
and BSE on January 24, 2025, thereby
unlocking the value of the consolidated
CDMO business.
c. Fund raising of '' 8,010 million (USD 95 million)
through private placement basis to marquee
investors at a pre-money equity valuation of
USD 1.65 Bn
OneSource Specialty Pharma has successfully
completed the private placement of 6,277,909
fully paid-up equity shares at '' 1,276 each
(inclusive of ''1,275 premium) to marquee
domestic and international investors. The total
consideration of ''8,010 million (~USD 95 million)
was received, reflecting a pre-money equity
valuation of USD 1.65 billion.
The fundraise was led by HBM Healthcare
Investments, with participation from WhiteOak
Capital, Param Capital, Motilal Oswal, Enam
Holdings and SBI Life Insurance.
This funding milestone reinforces our strong
positioning as India''s first specialty pharma CDMO
and readiness for robust growth ahead and the
proceeds will be used to accelerate growth plans,
right-size our debt book and support significant
new capex across our platforms.
5. Dividend
The Company has reported a profit on a standalone
basis during the year, recovering from previous losses.
However, in view of ongoing expansion plans and future
capital requirements, the Board has not recommended
any dividend for the financial year ended March 31,
2025.
Dividend distribution policy is available on below
link: https://www.onesourcecdmo.com/wp-content/
uploads/2025/01/Dividend-Distribution-Policy.pdf
6. Composition of the Board
Company is in compliance with the provisions of the
Act and the SEBI Listing Regulations with regard to
composition of the Board of Directors.
As at March 31, 2025, the Board of OneSource
comprises seven directors viz., One Executive Director,
Two Non-Executive Directors and Four Independent
Directors.
As on the date of this report, the Board comprises eight
directors following the appointment of one Independent
Director "Colin Bond (dIN:10982819). The current
composition includes One Executive Director, Two Non¬
Executive Directors, and Five Independent Directors.
The details of the Board members as on March 31, 2025:
|
# |
Name of the Director |
DIN |
Designation |
Date of Appointment |
|
1. |
Arun Kumar |
00084845 |
Chairperson, Non-Executive Director |
April 07, 2021 |
|
2. |
Debarati Sen |
07521172 |
Independent Director |
February 27, 2025 |
|
3. |
Dr. Claudio Albrecht |
10109819 |
Independent Director |
February 27, 2025 |
|
4. |
Dr. Rashmi Barbhaiya |
10593871 |
Independent Director |
May 17, 2024 |
|
5. |
Vijay Karwal |
10905781 |
Independent Director |
February 27, 2025 |
|
6. |
Bharat Shah |
00136969 |
Non-Executive Director |
July 26, 2024 |
|
7. |
Neeraj Sharma |
09402652 |
Managing Director |
March 01, 2024 |
Appointments during FY25 and as on date of this
report:
⢠Dr. Rashmi H. Barbhaiya [DIN: 10593871] as an
Independent Director for a term of five years,
effective from May 17, 2024.
⢠Bharat Dhirajlal Shah [DIN: 00136969], as a Non¬
Executive Director, effective from July 26, 2024.
⢠Debarati Sen [DIN: DIN:07521172], Dr. Claudio
Albrecht [DIN:10109819], Vijay Paul Karwal
[DIN: 10905781], were appointed as Independent
Directors effective from February 27, 2025 for
a period of five years, subject to shareholders
approval.
⢠Colin Bond (DIN: 10982819) has been appointed
as an Independent Director effective June 23,
2025 and was appointed as Audit Committee
Chairperson effective from the said date.
Resignations during FY25:
The following Directors resigned during the FY25:
⢠Dr. Gopakumar Gopalan Nair, Independent
Director, with effect from February 27, 2025, due
to pre-occupation.
⢠Rajshri Santosh Kumar Ojha, Independent
Director, with effect from February 27, 2025, due
to pre-occupation.
⢠Mahadevan Narayanamoni, Non-Executive
Director, (representing TPG Growth) with effect
from February 27, 2025, due to other professional
commitments.
⢠Bhushan Sudhir Bopardikar, Non-Executive
Director, representing TPG Growth) with effect
from February 27, 2025, due to other professional
commitments.
Key Managerial Personnel (KMP):
In-terms of provisions of Section 2(51) and 203 of the
Companies Act, 2013, the Company has the following
Key Managerial Personnel as at March 31, 2025 and as
on date of this report:
|
# |
Name |
Designation |
Appointment |
|
1. |
Neeraj Sharma |
Managing Director |
March 01, |
|
2. |
Anurag Bhagania |
Chief Financial July 04, 2024 |
|
|
3. |
Trisha Allada |
Company Secretary |
March 14, |
During the financial year under review, P R Kannan resigned as
Executive Director and Chief Financial Officer of the Company
(KMP), with effect from close of business working hours on
June 17, 2024.
Board Committees:
Board has constituted sub-committees to focus on
specific areas and make informed decisions within the
authority delegated to each of the Committees. Each
Committee of the Board is guided by its Charter, which
defines the scope, powers and composition of the
Committee.
Board has constituted the following Statutory
Committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders'' Relationship Committee
4) Corporate Social Responsibility Committee
5) Risk Management Committee
Number of meetings of the Board and its Committees
during FY25
Details of meetings of Board and its Committees
held during FY25 along with information relating to
attendance of each director/committee member is
provided in the Corporate Governance Report, which
forms part of this Annual Report.
7. Share Capital
Authorized Share Capital
During the year under review, the existing authorized
share capital of ''5 crore, divided into 5 crore equity
shares of ''1 each, was increased by ''10 crore, divided
into 10 crore equity shares of ''1 each, resulting the
authorized share capital of ''15 crore, divided into 15
crore equity shares of ''1 each, as on March 31, 2025.
Authorized Share Capital of the Company as at March
31, 2025 is '' 15,00,00,000 divided into 15,00,00,000
equity shares of '' 1 each.
Movement in Issued, Subscribed and Paid-up Share Capital of the Company during the year is as under:
|
Particulars |
Number of Shares |
Amount ('') |
|
As on April 01, 2024 |
4,15,46,510 equity shares of face value of '' 1/-each |
4,15,46,510/- |
|
Additions during the year: |
||
|
November 21, 2024 |
2,272,687 equity shares of face value of '' 1/- each issued and |
2,272,687/- |
|
November 22, 2024 |
4,005,222 equity shares of face value of '' 1/- each issued and |
4,005,222/- |
|
December 10, 2024 |
77,700,922 equity shares of face value of '' 1/- each allotted due to |
77,700,922/- |
|
December 10, 2024 |
Cancellation of 11089320 equity shares held by Strides Pharma |
(11,089,320) |
|
As on March 31, 2025 |
11,44,26,021 equity shares of face value of '' 1/- each |
11,44,36,021/- |
8. Subsidiary, Joint Ventures and Associate Companies
The Company has the following subsidiaries, joint ventures and associate entities as at March 31, 2025:
|
S. No. Nature of Relationship |
India |
Overseas |
Total |
|
1 Wholly Owned Subsidiary |
2 |
4 |
6 |
|
2 Step - Down Subsidiary |
- |
2 |
2 |
|
3 Associate |
- |
- |
- |
|
4 Joint Venture |
- |
- |
- |
|
Total |
2 |
6 |
8 |
List of Wholly Owned Subsidiaries:
⢠Stelis Pte. Ltd, Singapore
⢠Biolexis Private Limited, India
⢠Stelis Biopharma UK Private Limited, UK
⢠OneSource Specialty Pharma Inc, USA
⢠OneSource Specialty Pte. Limited, Singapore
⢠Strides Pharma Services Private Limited, India
Step-down wholly-owned Subsidiaries:
⢠Biolexis Pte. Ltd, Singapore
⢠OneSource Softgels Pte. Ltd., Singapore (formerly
known as Strides Softgels Pte. Ltd.)
The companies which became or cease to be
its subsidiaries, joint ventures or associate
companies during the year:
During the year under review, following companies
became wholly owned subsidiaries (WOS) and step-
down subsidiaries of the company pursuant to approval
of the Scheme of arrangement amongst "Strides
Pharma Science Limited, Steriscience Specialties
Private Limited (Steriscience) and OneSource Specialty
Pharma Limited" effective from November 27, 2024.
|
# |
Name of entity |
Status |
|
1 |
Strides Pharma Services |
Wholly owned |
|
Private Limited |
subsidiary |
|
|
2 |
OneSource Specialty Pte. Ltd. |
|
|
3 |
OneSource Softgels Pte. Ltd |
Step-down subsidiary |
9. Accounts of Subsidiaries
In accordance with Section 129 (3) of the Act, the
Company has prepared a consolidated financial
statement.
A statement containing salient features of the financial
statements of the Company''s subsidiaries, as required
in Form AOC 1 is enclosed as Annexure- 1 to this
Report.
10. Corporate Governance Report
As per the SEBI Listing Regulations, the Corporate
Governance Report, along with a certificate from
Vijayalakshmi K., Practicing Company Secretary,
Bengaluru, for the FY25, forms part of this Annual
Report.
11. Management Discussion and Analysis Report
As per SEBI Listing Regulations, Management
Discussion and Analysis Report for FY25 forms part of
this Annual Report.
12. Business Responsibility and Sustainability
Report
As per SEBI Listing Regulations, the Business
Responsibility and Sustainability Report of the
Company for FY25 forms part of this Annual Report.
13. Employee Stock Option Scheme
The Company has Stock Option Plan viz., OneSource
Specialty Pharma Limited: Employee Stock Option
Scheme 2021 (ESOP Scheme).
A detailed statement on stock options granted to
Employees under the ESOP Plan as required under
Section 62 of the Act, read with Rule 12 of Companies
(Share Capital and Debentures) Rules, 2014 and
Regulation 14 of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is enclosed as
Annexure- 2 to this Report and the scheme is also
available at website of the Company:
https://www.onesourcecdmo.com/investor-relations/
shareholder-information/
14. Particulars of Employees and Remuneration
The percentage increase in remuneration, ratio
of remuneration of directors and key managerial
personnel (KMP) (as required under the Act) to the
median of employees'' remuneration forms part of this
report and is appended herewith as Annexure- 3 to
this report.
Further, as per the provisions of Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement containing names
of top ten employees in terms of remuneration drawn
and the particulars of employees employed throughout
the year and in receipt of remuneration of '' 1.02 crore
or more per annum and employees employed for part
of the year and in receipt of remuneration of '' 8.50 lakh
or more per month is to be provided.
However, in terms of the first proviso to Section 136(1)
of the Act, the Annual Report, excluding the aforesaid
information, is being sent to Shareholders of the
Company and others entitled thereto.
The said information is available for inspection at the
registered office of the Company up to the date of
ensuing AGM. Shareholders interested in obtaining a
copy may request the same by writing to the Company
Secretary.
15. Corporate Social Responsibility (CSR)
The Company is not required to spend on CSR activities
pursuant to the provisions of Section 135 of the
Companies Act, 2013.
However, as per the sanction conditions under the
Karnataka Industrial Areas Development Rules
(KIADB) guidelines for OneSource: Unit 2, the Company
is required to spend at least 1% of the project cost on
CSR activities spread over the period of project.
Accordingly, the Board has constituted a CSR
Committee to monitor the aforesaid spend under
KIADB guidelines.
Based on the recommendation of the said Committee,
the Board has adopted a CSR policy that provides
guiding principles for selection, implementation and
monitoring of CSR activities and formulation of the
annual action plan.
During the year, the Committee monitored the CSR
activities undertaken by the Company including the
expenditure incurred thereon as well as implementation
and adherence to the CSR policy.
16. Particulars of Loans given, Investments made,
Guarantees given or Security provided by the
Company
Details of loans, guarantees and investments covered
under Section 186 of the Act, form part of the notes to
the financial statements provided in this Annual Report.
17. Contracts or Arrangements with Related Parties
AH contracts/arrangements/transactions entered into
by the Company during FY25 with related parties were
in ordinary course of business and at arm''s length basis.
There are no materially significant related party
transactions made by the Company which may have
potential conflict with the interests of the Company.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is
enclosed as Annexure- 4 to this Report.
All transactions with related parties are disclosed in
Note no. 33 to the Standalone Financial Statements in
this Annual Report.
OneSource'' Policy for Governance of Related Party
Transactions is available on the Company''s website and
web link to access the same is provided in Page 130 of
the Annual Report.
18. Auditors and Audit Reports
a. Statutory Auditors
M/s Deloitte Haskins & Sells, were appointed
as Statutory Auditors of the Company at the
Annual General Meeting (AGM) held on July 06,
2021 for a term of 5 years from the conclusion
of the Fourteenth AGM till the conclusion of the
Nineteenth AGM of the Company.
The Auditors Report given by M/s Deloitte Haskins
& Sells (Firm Registration Number 008072S)
for the financial year ended March 31, 2025, is
enclosed along with the financial statements.
The Auditors Report for the year ended March
31, 2025, does not contain any qualifications,
observations or adverse remarks.
b. Secretarial Auditors
M/s. D V & Associates, Practicing Company
Secretaries (Certificate of Practice No. 11036),
Ernakulam, India, is appointed as the Secretarial
Auditor of the Company for the FY25.
Secretarial Audit for FY25, inter alia, included
audit of compliance with the Act and the Rules
made thereunder, SEBI Listing Regulations and
other applicable Regulations prescribed by SEBI,
amongst others.
Secretarial Audit Report in the Form No. MR-3
does not contain any qualifications, observations,
reservations or adverse remarks. The said Report
is enclosed as Annexure-5 to this report.
Further, in compliance with Regulation 24A of
SEBI Listing Regulations, the Annual Secretarial
Compliance Report issued by the Secretarial
Auditor, will be submitted to the stock exchanges
within the statutory timelines.
During the review period, the Company received
a clarification request from NSE regarding the
composition of the Nomination and Remuneration
Committee (NRC) under Regulation 19 of SEBI
LODR, 2015, which requires an Independent
Director as Chairperson. The Company promptly
addressed this by reconstituting the NRC on May
09, 2025, and appointing an Independent Director
as Chairperson. A formal response has been
submitted to both NSE and BSE.
c. Internal Auditors
M/s. Grant Thornton Bharat LLP (formerly known
as Grant Thornton India LLP) (LLPIN: AAA-7677)
are the Internal Auditors of the Company.
During the year under review, Internal Auditors
were satisfied with the management response on
the observations and recommendations made by
them during the course of their audit.
d. Cost Auditors
Pursuant to Section 148(1) of the Act, Company is
required to maintain cost records and accordingly
such accounts and records are made and
maintained.
Pursuant to Section 148(3) of the Act and the
Companies (Cost Records and Audit) Rules, 2014,
Ashok Kumar, Cost Accountant (Registration No.
102240), has been appointed as Cost Auditors of
the Company for FY25.
The Cost audit report (CRA 4) of FY24 was filed
within the stipulated timeline i.e. within 30 days
of the Company receiving the Cost Audit Report
from the auditor.
A proposal relating to remuneration of Cost
Auditors for FY26 is placed before the Shareholders
for approval in the ensuing AGM.
19. Internal Financial Controls
Company has in place adequate framework for Internal
Financial Controls as required under Section 134(5)(e)
of the Act.
During the year under review, such controls were
tested and no material weaknesses in their design or
operations were observed.
20. Risk Management
Risk Management has always been an integral aspect
of our organizational activities and control systems.
OneSource'' Risk management process covers all
functions and operating locations globally at the
enterprise level. The Company had an Audit and Risk
Management Committee till December 10, 2024.
The Board of Directors at their meeting held on
December 10, 2024, approved the dissolution of the
Audit & Risk Management Committee and separate
''Audit Committee'' and ''Risk Management Committee''
was constituted in compliance with the Listing
Regulations.
Further, the Company has in place Enterprise Risk
Management Policy which outlines risk management
process and framework for identification and
management of risks.
Terms of reference of the Committee and composition
thereof including details of meetings held during FY25
forms part of the Corporate Governance Report Page
116 and additional details relating to Risk Management
is provided in Page 120 of the Annual Report.
21. Other Disclosures
a. Nature of Business of the Company
During the year under review, there has been no
change in the nature of business of the company.
The company had entered into a scheme of
arrangement and pursuant to the same, the equity
shares of the company were listed on the stock
exchanges during the year.
As per the Scheme, the CDMO (Contract
Development and Manufacturing Organisation)
business of Steriscience Specialities Private
Limited and the Oral Soft Gelatin business of
Strides Pharma Science Limited were demerged
into the Company to form a focused specialty
pharmaceutical platform.
The said restructuring has resulted in the Company
emerging as a pure-play Specialty Pharma CDMO,
covering biologics, complex injectables, and oral
technologies.
Pursuant to the Scheme sanctioned by the Hon''ble
National Company Law Tribunal, Mumbai Bench
and the listing of the Company''s equity shares,
the business model has evolved into a globally
oriented CDMO operation, with renewed strategic
focus and operational independence.
b. Deposits
During the year under review, Company has not
accepted any deposits falling within the ambit of
Section 73 of the Companies Act, 2013 and Rules
framed thereunder.
Accordingly, no disclosure or reporting is required
in respect of details relating to deposits.
c. Vigil Mechanism/Whistle Blower policy
Company has a robust vigil mechanism through
its Whistle Blower Policy approved and adopted
by the Board of Directors of the Company, which
is in conformity with the provisions of the Act and
SEBI Listing Regulations.
The said Policy provides appropriate avenues
to the directors, employees and stakeholders of
the Company to make protected disclosures in
relation to matters concerning the Company.
The Policy aims to:
⢠allow and encourage stakeholders to bring
to the management''s notice concerns about
unethical behavior;
⢠ensure timely and consistent organisational
response;
⢠build and strengthen a culture of transparency
and trust; and
⢠provide protection against victimization.
The said Policy also establishes adequate
mechanism to enable employees to report
instances of leak or suspected leak of unpublished
price sensitive information.
Audit Committee of the Company oversees
implementation of the Whistle Blower Policy.
Every director/employee of the Company has
been provided access to the Audit Committee
Chairperson/Whistle Officer through email or
correspondence address or by calling designated
toll-free number, should they desire to avail the
vigil mechanism.
During the review period, none of the personnel of
the Company has been denied access to the Audit
Committee.
During the year, Company has not received any
protected disclosure.
OneSource'' Whistle Blower Policy is available on
the Company''s website and web link to access
the same is provided in Page 130 of the Annual
Report.
d. Policy on Directors Appointment and
Remuneration (OneSourceâ Nomination and
Remuneration Policy)
Company has formulated a Nomination and
Remuneration Policy for the Board of Directors
including Key Managerial Personnel (KMP) and
Senior Management Personnel (SMP) and other
employees of the Company.
The said Policy inter-alia covers criteria for
appointment and remuneration of Directors,
KMP and SMP including criteria for determining
qualifications, positive attributes, independence
of a director and other matters, as required under
Section 178 of the Act.
OneSource'' Nomination and Remuneration Policy
is available on Company''s website and web link
to access the same is provided in Page 130 of the
Annual Report.
e. Disclosure on compliance with Secretarial
Standards
Company complies with all applicable mandatory
secretarial standards issued by the Institute of
Company Secretaries of India.
f. Reporting of Fraud
No frauds were reported by Auditors of the
Company as specified under Section 143 of the
Act for FY25.
g. Significant and material orders passed by
Regulators or Courts
There were no significant and material orders
passed by Regulators/Courts that would impact
the going concern status of the Company and its
future operations.
h. Annual Return of the Company
Pursuant to Section 92 of the Act and Rules
made thereunder, draft Annual Returns has been
uploaded on the website of the Company and can
be accessed at https://www.onesourcecdmo.
com/.
i. Conservation of Energy, R&D, Technology
Absorption and Foreign Exchange Earnings/
Outgo
Details of Energy Conservation, R&D, Technology
Absorption and Foreign Exchange Earnings/Outgo
is enclosed as Annexure- 6 to this Report.
j. General
a. During the year, Company has not made
any application under the Insolvency and
Bankruptcy Code, 2016 (IBC). Further, there
are no proceedings admitted against the
Company under IBC.
b. During the year, there was no one-time
settlement done with the Banks or Financial
Institutions.
Therefore, the requirement to disclose details
of difference between amount of valuation
done at the time of one-time settlement and
the valuation done, while taking loan from
Banks or Financial Institutions along with
reasons thereof, is not applicable.
22. Declaration by Independent Directors
In accordance with Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
Independent Directors of the Company have confirmed
that they continue to meet the criteria of independence
as laid down in Section 149(6) of the Act and Regulation
16(1)(b) of SEBI Listing Regulations.
Independent Directors of the Company have also
confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
In the opinion of the Board, Independent Directors of
the Company possess necessary expertise, integrity
and experience in their respective fields and fulfil the
conditions specified in the SEBI Listing Regulations and
are independent of management.
Further, all Independent Directors have confirmed that
they are registered with the data bank of Independent
Directors maintained by Indian Institute of Corporate
Affairs in accordance with the provisions of Section 150
of the Act.
23. Board Evaluation
Evaluation of all Directors, and the Board as a whole
was conducted for the year.
Evaluation process has been explained in Page 113 of
this Annual Report.
24. Material changes and commitments
There were no material changes and commitments
affecting the financial position of the Company which
occurred between end of the Financial Year to which
this financial statement relates and the date of this
report.
25. Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134 (3)(c)
of the Act with respect to the Directors'' Responsibility
Statement, Board of Directors of your Company state
that:
(a) in preparation of annual accounts, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;
(b) directors have selected such accounting policies
and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period;
(c) directors have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
(d) directors have prepared the annual accounts of
the Company on a going concern basis;
(e) directors have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively;
(f) directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
26. Disclosure of compliance with other statutory
laws
a. Prevention of Sexual Harassment at workplace
(POSH)
The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention of Sexual Harassment in line with
the requirements of The Sexual Harassment of
Women at the workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act) and Rules
framed thereunder. OneSource has adopted a
gender-neutral policy.
POSH Act, Company has constituted Internal
Complaints Committee (ICC) to redress
complaints received on sexual harassment.
Adequate trainings and awareness programmes
against sexual harassment are conducted across
the organisation to sensitize employees to uphold
dignity of their colleagues and prevention of sexual
harassment.
Disclosure relating to POSH complaints during the
year is provided in Corporate Governance report
on Page 127 of this Annual report.
In terms of POSH Act, Company has constituted
Internal Complaints Committee (ICC) to redress
complaints received on sexual harassment.
Adequate trainings and awareness programmes
against sexual harassment are conducted across
the organisation to sensitize employees to uphold
dignity of their colleagues and prevention of sexual
harassment.
Details of POSH complaints during the year are as
follows:
|
i. |
Number of Sexual Harassment |
|
|
ii. |
Number of Sexual Harassment |
Nil |
|
iii. |
Number of Sexual Harassment |
b. Compliance with the Maternity Benefit Act,
1961
During the year under review, the company has duly
complied with provisions of the Maternity Benefit
Act, 1961 and all the facilities and support systems
are in place to ensure a safe, secure, and inclusive
working environment for women employees, in
line with the requirements prescribed under the
Act and relevant rules thereunder.
c. Number of employees as on the financial year
ended March 31, 2025
|
i. Female |
186 |
|
ii. Male |
1,110 |
|
iii. Transgender |
0 |
27. Acknowledgement
Your directors take this opportunity to express their
sincere gratitude to all employees, customers and
suppliers who have contributed to OneSource'' success
over years. Their hard work, dedication and support
have been instrumental in achieving our goals and
driving our business forward.
We would also like to thank our shareholders for their
continued trust and investment in the Company.
We are committed to build strong relationships with
all our stakeholders, and we value their feedback and
inputs as we strive to improve and grow our business.
We look forward to your continued support in the years
ahead.
For and on behalf of the Board of Directors
Arun Kumar Neeraj Sharma
Date: August 04, 2025 Chairperson, Non-Executive Director Managing Director
Place: Bengaluru DIN: 00084845 DIN: 09402652
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