Market & News

To,

The Members,

APTUS PHARMA LIMITED

Your Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026. 1. Financial Summary / Highlights

[Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(i) of the Companies (Accounts) Rules, 2014]

The nancial performance of the Company for the Financial Year ended 31st March, 2026 is summarised hereunder:

Particulars	F.Y. 2025-26 (Rs. in Lakhs)	F.Y. 2024-25 (Rs. in Lakhs)
Revenue from Operations	4,657.46	2,455.77
Profit / (Loss) before Interest and Depreciation	750.32	475.51
Less: Interest	72.06	29.66
Less: Depreciation	40.80	26.34
Profit / (Loss) before Tax	637.46	419.51
Less: Provision for Taxation	Deferred Tax : (1.83)	(1.86)
	Current Tax : 170.22	111.41
	Prior Period Tax : 7.08	-
Profit / (Loss) for the Year	461.99	309.96
Add: Balance brought forward from previous year	116.61	111.66
Less: Bonus Issue	-	(305.00)
Balance carried to the Balance Sheet	578.60	116.61

2. State of Company's Affairs

About the Company:

Incorporated in 2010 and commencing active pharmaceutical operations in 2011, Aptus Pharma Limited has established itself as a signi cant player in pharmaceutical sales and distribution. The Company is engaged in the manufacturing, marketing, and distribution of nished pharmaceutical formulations across multiple therapeutic segments. The Company's major verticals are:

I. Pharma formulation: This vertical remains to be the core revenue generating business of the Company. The business model is primarily focused on promoting branded generic formulations through a strong medical and sales network and revenue is generated through prescription generation by promoting branded generic products to doctors. The major therapeutic focus in this vertical will be divided into acute & chronic target therapies.

II. Consumer Products: This vertical focuses on developing Aptus as a consumer healthcare, wellness and personal-care brand. Revenue shall be generated by promoting OTC, wellness, personal-care and self-care products directly through traditional trade channels and, progressively, through a proposed e-commerce/D2C platform. The key product categories shall be: Skin care, Face care, Hair care, personal hygiene, wellness products, self-care OTC products.

III. International Market & Export Services: The International Business vertical will initially generate revenue through domestic merchant exporters and export-related services. The business will be facilitated by connecting overseas opportunities with associated manufacturing partners and generating service income from business undertaken for associated manufacturers and exporters.

Business Performance during FY 2025-26:

The year under review has been a landmark year for the Company. The revenue from operations grew signi cantly to Rs. 4,657.46 Lakhs from Rs. 2,455.77 Lakhs in the preceding nancial year, recording an impressive growth of approximately 89.7% nearly doubling the Company's topline in a single year. This remarkable growth is primarily attributable to the consistent expansion of the Company's product portfolio, which has grown from 140+ products as at March 2023 to 194+ products as at March 2025 and further to 250+ products as at 31st March, 2026. The expansion in product portfolio, coupled with growing distributor relationships and deeper market penetration, has directly contributed to higher sales volumes. The Company has recorded a Pro t After Tax of Rs. 461.99 Lakhs for FY 2025-26, as compared to Rs. 309.96 Lakhs in the previous year, representing a growth of approximately 49.05%. The pro t growth re ects the bene ts of revenue scale, improved operational efficiency, expenditure for the year stood at Rs. 4,033.35 Lakhs as against Rs. 2,044.13 Lakhs in the previous year.

The Company has cultivated relationships with a large number of esteemed doctors and distributors across India. This extensive network not only reinforces the Company's reputation in the pharmaceutical industry but also positions it well for further expansion into emerging and semi-regulated markets.

Fundraising through Initial Public Offering (IPO):

During the Financial Year 2025-26, the Company successfully completed its Initial Public Offering (IPO) on the BSE SME Platform. The Company issued 18,60,000 equity shares of Rs. 10/- each at an issue price of Rs. 70/- per share (including a premium of Rs. 60/- per share), aggregating to a total of Rs. 1,302.00 Lakhs. The shares were listed on the BSE SME Platform with effect from 26th September, 2025. Post-IPO, the Paid-up Share Capital of the Company stood at Rs. 6,86,00,000 comprising 68,60,000 equity shares of Rs. 10/- each. Your Directors remain optimistic about the Company's future performance and believe that with the strategic initiatives underway and the continued dedication of the entire team, the Company is well-positioned to achieve sustained growth in the years ahead.

3. Dividend

[Section 134(3)(k) of the Companies Act, 2013]

In order to sustain the Company's growth momentum and deploy resources towards its long-term growth objectives, your Directors do not recommend any dividend for the Financial Year ended 31st March, 2026.

4. Transfer to General Reserves

[Section 134(3)(j) of the Companies Act, 2013]

During the year under review, the Company has not transferred any amount to the General Reserve.

5. Transfer to Investor Education and Protection Fund (IEPF)

The Company has not declared any dividend since its incorporation. Accordingly, no amounts are required to be transferred to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013.

6. Share Capital

The Paid-up Equity Share Capital of the Company as on 31st March, 2026 was Rs. 6,86,00,000 comprising

68,60,000 equity shares of Rs. 10/- each, fully paid-up.

During the Financial Year 2025-26, the following changes took place in the Share Capital of the Company:

Sr. Particulars	Event/ Authority	From( Rs.)	To (Rs.)
1 Increase in Authorised Share Capital	EGM held on 19th May, 2025	5,00,00,000	7,15,00,000
Increase in Paid-up Share Capital (Public Issue of	IPO - Listed on BSE
2 18,60,000 equity shares at Rs.70/- each)	SME, 30th September, 2025	5,00,00,000	6,86,00,000

Post-Balance Sheet Date Events (Material):

Subsequent to the close of the Financial Year, the Company, pursuant to a Postal Ballot / E-voting concluded on 25th April, 2026, approved an increase in Authorised Share Capital from Rs. 7,15,00,000 to Rs. 25,00,00,000. Consequent to the above, the Company issued 1,02,90,000 fully paid-up Bonus Shares in the ratio of 3:2 (three bonus shares for every two existing equity shares held on the record date) on 12th May, 2026. As a result, the Paid-up Share Capital of the Company has increased from Rs. 6,86,00,000 (68,60,000 shares) to Rs. 17,15,00,000 (1,71,50,000 shares). These events are reported here pursuant to Section 134(3)(l) of the Companies Act, 2013.

7. Web Address of Annual Return

[Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013]

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year ended 31st March, 2026 in Form MGT-7 shall be placed on the website of the Company at www.aptus-pharma.com after the ensuing Annual General Meeting.

8. Utilisation of IPO Proceeds

[Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of utilisation of proceeds raised through the Initial Public Offering are as follows:

Objectso ft he Issue( asp er Prospectus)	Amount asp er Prospectus( Rs. Lakhs)	Amount Utilised upto 31.03.2026 (Rs. Lakhs)	Deviation/ Variation (Rs. Lakhs)
Capital Expenditure for office premises with furniture and industrial racks	162.95	162.95	NIL
Working Capital Requirements	800.00	800.00	NIL
General Corporate Purposes	191.05	191.05	NIL
IPO Related Expenses	148.00	148.00	NIL
Total	1,302.00	1,302.00	NIL

The statement of deviation or variation in utilisation of IPO proceeds (if any) has been submitted to BSE on a quarterly basis. The funds raised through the IPO have been utilised in accordance with the objects stated in the Prospectus led with BSE. There is no deviation or variation in utilisation of IPO proceeds as on 31st March, 2026.

9. Board of Directors and Key Managerial Personnel

[Section 134(3) read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014]

During the period under review, the composition of the Board of Directors underwent the following changes in compliance with Section 152, 196, 197, and 203 of the Companies Act, 2013: Mr. Tejas Hathi (DIN: 03151221) was re-appointed as the Managing Director of the Company for a further term May 19, 2025, pursuant with to the approval of the members.

Mrs. Jyotiben Hasmukhbhai Chandarana (DIN: 10607059) was re-appointed as a Non-Executive Director of the Company with effect from May 19, 2025, liable to retire by rotation.

Mr. Chetan Shantilal Lalseta (DIN: 02547012) was re-appointed as a Non-Executive Director of the Company with effect from May 19, 2025, liable to retire by rotation. Further, the Board of Directors appointed Mr. Chetan Shantilal Lalseta as the Chairman of the Board with effect from November 10, 2025.

Mr. Riddhish Natwarlal Tanna (DIN: 03231612) was re-appointed as a Non-Executive Director of the Company with effect from May 19, 2025, liable to retire by

Retirement by Rotation and Re-appointment:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Chetan Shantilal Lalseta (DIN: 02547012), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for approval by the Members at the ensuing Annual General Meeting. A brief pro le and other relevant details of Mr. Chetan Shantilal Lalseta are set out in the Notice convening the Annual General Meeting, which forms part of this Annual Report.

10. Meetings of the Board of Directors

[Section 134(3)(b) of the Companies Act, 2013]

During the Financial Year 2025-26, Eleven (11) meetings of the Board of Directors were duly convened and held in accordance with the provisions of the Companies Act, 2013, the Rules made thereunder, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The intervening gap between any two consecutive meetings did not exceed the maximum period prescribed under the Companies Act, 2013. The details of the Board Meetings held during the nancial year are as under:

Sr. No.	Date of	Total Number of	Attendance
	Meeting	dir ectors as on the date of meetin g	No. of Directors	% of Attendance
			Attended
1.	10/04/2025	6	6	100
2.	10/05/2025	6	6	100
3.	26/05/2025	6	6	100
4.	10/06/2025	6	6	100
5.	18/06/2025	6	6	100
6.	13/09/2025	6	6	100
7.	26/09/2025	6	6	100
8.	26/09/2025	6	6	100
9.	10/11/2025	6	5	83
10.	08/12/2025	6	5	83
11.	24/03/2026	6	5	83

11. Composition and Meetings of Board Committees

The Board of Directors of the Company has constituted the following Committees in compliance with the provisions of the Companies Act, 2013:

(A) Audit Committee

[Section 177 of the Companies Act, 2013]

The Audit Committee was constituted at the Board Meeting held on 25th February, 2025. The composition of the Audit Committee and details of the Meetings held during the nancial year are as under:

Sr. Name	Position	MeetingsH eld	Meetings Attended
1 Ms. Sejal Harit Palan	Chairperson (Independent Woman Director) Member	03	03
2 Mr. Vikas Rambhai Jobanputra	(Independent Director) Member	03	02
3 Mr. Tejash Maheshchandra Hathi	(Managing Director)	03	03

All recommendations made by the Audit Committee during the Financial Year 2025-26 were duly accepted by the Board of Directors.

(B) Nomination and Remuneration Committee

[Section 178 of the Companies Act, 2013]

The Nomination and Remuneration Committee was constituted at the Board Meeting held on 25th February, 2025. The composition of Nomination and Remuneration Committee and details of the Meetings held during the nancial year are as under:

Sr. Name	Position	MeetingsH eld	Meetings Attended
	Chairman
1 Mr. Vikas Rambhai Jobanputra	(Independent	03	03
	Director)
	Member
2 Ms. Sejal Harit Palan	(Independent	03	03
	Woman Director)
	Member (Non-
3 Mr. Chetan Shantilal Lalseta	Executive	03	03
	Director)

(C) Stakeholder Relationship Committee

[Section 178 of the Companies Act, 2013]

The Stakeholder Relationship Committee was constituted at the Board Meeting held on 25th February, 2025. The composition of Stakeholder Relationship Committee and details of the Meetings held during the nancial year are as under:

Sr. Name	Position	MeetingsH eld	Meetings Attended
1 Mr. Riddhish Natwarlal Tanna	Chairman	1	1
2 Ms. Sejal Harit Palan	Member	1	1
3 Mr. Chetan Shantilal Lalseta	Member	1	1

Status of Investor Complaints during FY 2025-26:

Complaints Received	Complaints Resolved	ComplaintsP ending
Nil	N.A.	Nil

(D) Internal Complaints Committee (ICC) under the POSH Act, 2013

The Internal Complaints Committee was constituted at the Board Meeting held on 25th February, 2025. The composition as on 31st March, 2026 is as under:

Sr. Name	Department	Position
1 Ms. Pooja Rajanbhai Bagdai	Administrative Department	Presiding Officer
2 Mrs. Greeshmaben Chandarana	Administrative Department	Member
3 Ms. Pankti Bhatt Narendrabhai	HR Department	Member
4 Mrs. Sonal Ramendra Wala	Member, NGO - Smile & Share	Member (External)

No ICC meeting was required to be held during the year under review as no complaints were received.

12. Board Performance Evaluation and Policies (A) Annual Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Guidance Note on Board Evaluation issued by SEBI, the Board has carried out an annual performance evaluation of its own performance, the performance of individual Directors, and the working of the Audit, Nomination and Remuneration, and Stakeholders Relationship Committees. Various aspects of the Board's functioning including adequacy of composition, Board culture, execution of speci c duties, obligations and governance standards were evaluated. A separate exercise was conducted to evaluate the performance of individual Directors including the Chairperson, on parameters such as level of engagement and contribution, independence of judgement, and safeguarding the interests of the Company and its minority shareholders. The Directors expressed their satisfaction with the evaluation process.

(B) Declaration by Independent Directors:

In terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Sejal Harit Palan (DIN: 10893463) and Mr. Vikas Rambhai Jobanputra (DIN: 10921323) have submitted declarations con rming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations, 2015, and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without external in uence.

The Board is of the opinion that the Independent Directors of the Company possess the requisite quali cations, integrity, experience, and expertise, and they hold the highest standards of integrity. Ms. Sejal Harit Palan, having experience of more than 11 years as a Practising Company Secretary, is exempted from the pro ciency test. Mr. Vikas Rambhai Jobanputra is yet to appear for the pro ciency test.

13. Directors' Responsibility Statement

[Section 134(5) of the Companies Act, 2013]

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby con rms that: (a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2026, the applicable Accounting Standards have been followed and there are no material departures therefrom; (b) the 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 at 31st March, 2026 and of the pro t of the Company for the year under review; (c) theDirectorshavetakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Annual Accounts have been prepared 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.

14. Auditors - Appointment, Reports and Board's Comments

[Sections 134(3)(f), 138, 139, 143(12), 177 and 204 of the Companies Act, 2013]

(A) Statutory Auditors:

M/s A B K B & Co., Chartered Accountants (Firm Registration No. 136695W), Rajkot were appointed as the Statutory Auditors of the Company for a period of ve years at the Annual General Meeting held on 30th September, 2024, to hold office until the conclusion of the Annual General Meeting for FY 2028-29. They have con rmed their eligibility to continue as Auditors for the remaining period of their term.

(B) Board's Comments on Statutory Auditors' Report:

The Statutory Auditors' Report on the Financial Statements for the Financial Year ended 31st March, 2026 does not contain any quali cation, reservation, adverse remark, or disclaimer. The Auditors' Report is self-explanatory and does not call for any further explanation or comments from the Board of Directors.

(C) Reporting of Fraud - Section 143(12):

There was no instance of fraud during the Financial Year under review which required the Statutory Auditor to report to the Board or to the Central Government under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.

(D) Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. JPMK & Associates, Practising Company Secretaries, Rajkot as the Secretarial Auditor of the Company for the Financial Year 2025-26. The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2026 is annexed herewith as Annexure I to this Report. With reference to the observation of the Secretarial Auditor regarding delayed ling of e-Form MGT-14 in respect of the Board Resolution dated 26th May, 2025 passed under Section 179(3) of the Companies Act, 2013 for availing unsecured Cash Credit facilities from Bajaj Finance Limited, the Board wishes to state that the delay was procedural in nature. The Company has since led the said e-Form with the Registrar of Companies on 8th July, 2026 along with the prescribed additional ling fees, thereby regularising the compliance. The Board has also strengthened its internal compliance monitoring mechanism to ensure timely statutory lings in future.

(E) Internal Auditor - Section 138:

The Company has an internal audit system commensurate with its size, scale, and nature of business. The scope and coverage of Internal Audit, as well as reporting framework, are de ned in the Internal Audit Charter approved by the Audit Committee of the Board.

(F) Audit Trail - Accounting Software:

The Company maintains its books of account using accounting software with the audit trail (edit log) feature enabled. The Statutory Auditors have con rmed in their Report under Clause (k) of their Report under Section 143(3) that the Company has used accounting software with audit trail feature for the period ended 31st March, 2026, and that no instance of the audit trail feature being tampered with was noticed during the course of audit.

15. Secretarial Standards Compliance

[Section 118(10) of the Companies Act, 2013]

The Board of Directors con rms that the Company has complied with the applicable Secretarial Standards, namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, and that the systems put in place to ensure such compliance are adequate and operating effectively.

16. Subsidiaries, Joint Ventures and Associate Companies

[Section 129(3) read with Rule 8(1) and Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014] No company has become or ceased to be the Company's Subsidiary, Joint Venture, or Associate Company during the Financial Year under review. The Company does not have any Subsidiary, Joint Venture, or Associate Company as on 31st March, 2026. Accordingly, the preparation of Consolidated Financial Statements and the statement in Form AOC-1 are not required.

17. Particulars of Contracts or Arrangements with Related Parties

[Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] All contracts, arrangements, and transactions entered into by the Company during the Financial Year 2025-26 with Related Parties were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any contract, arrangement, or transaction with Related Parties which could be considered material as per the Company's policy on materiality of Related Party Transactions. In view of the above, the particulars in Form AOC-2 are not required to be annexed. Details of Related Party Transactions are disclosed in Note 30 to the Financial Statements.

18. Particulars of Loans, Guarantees or Investments under Section 186 [Section 134(3)(g) read with Section 186 of the Companies Act, 2013]

During the year under review, the Company has not given any loans, provided any guarantees, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

19. Deposits

[Chapter V of the Companies Act, 2013]

During the year under review, the Company has not accepted any deposits under Chapter V of the Companies Act, 2013. There are no amounts outstanding on account of principal or interest on public deposits as at 31st March, 2026.

20. Unsecured Loans from Directors

[Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014]

Amounts received by the Company from its Directors, which are speci cally exempted from being treated as deposits under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, are as follows:

Sr. Particulars	Opening Balance (Rs.)	Additiond uring the Year( Rs.)	Repaidd uring the Year( Rs.)	Closing Balance (Rs.)
1 Unsecured Loans from Directors	1,11,40,000	85,04,000	1,72,61,000	23,83,000

The Company has obtained and maintains declarations from each Director con rming that the amounts given to the Company are not out of funds acquired by them by borrowing or accepting loans or deposits from others, as required under Rule 2(1)(c)(viii) of the said Rules.

21. Material Changes and Commitments

[Section 134(3)(l) of the Companies Act, 2013]

The following material changes and commitmentsaffecting the nancial position of the Company have occurred after the end of the Financial Year ended 31st March, 2026 and before the date of this Report: (i) Post-Balance Sheet Bonus Issue: Pursuant to the approval of shareholders through Postal Ballot (e-voting concluded on 25th April, 2026), the Company issued 1,02,90,000 fully paid-up Bonus Shares on 12th May, 2026 in the ratio of 3:2. The Paid-up Share Capital increased from Rs. 6,86,00,000 to Rs. 17,15,00,000. Full details are provided in Section 6 of this Report.

(ii) The proposed issue on a Preferential Basis: The Board of Directors, at its meeting held on August 17, 2026, approved the proposal for issuance of up to 16,02,870 equity shares of face value of 10 each at an issue price of 280/- (including premium of 270/-) per equity share, aggregating up to 44,88,03,600/-, on a preferential basis to the identi ed proposed allottees, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proposed issue is subject to the approval of the members of the Company by way of a special resolution at the ensuing Annual General Meeting, receipt of in-principle approval from the Stock Exchange and such other statutory and regulatory approvals as may be applicable. Accordingly, as on the date of this Report, no securities have been allotted and no issue proceeds have been received pursuant to the proposed preferential issue.

Upon completion, the proposed issue will result in an increase in the paid-up share capital and net worth of the Company (iii) No Other Material Changes: Save and except as stated above, no other material changes or commitments affecting the nancial position of the Company have occurred between the end of the Financial Year ended 31st March, 2026 and the date of this Report.

22. Conservation of Energy, Technology Absorption and Foreign Exchange

[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

(A) Conservation of Energy:

(i) Steps taken or impact on conservation of energy: The Company undertakes appropriate steps to avoid undue loss of energy by constantly monitoring energy consumption levels at its premises.

(ii) Steps taken for utilising alternate sources of energy: At present, it is not feasible for the Company to switch to alternate sources of energy. The Company shall explore this option as and when feasible.

(iii) Capital investment on energy conservation equipment: NIL

(B) Technology Absorption:

(i) Efforts made towards technology absorption: The minimum technology required for the business has been absorbed.

(ii) Bene ts derived: Not Applicable. (iii) Imported technology: Not Applicable.

(iv) Expenditure on Research and Development: Not Applicable.

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned: NIL Foreign Exchange Outgo: NIL

23. Adequacy of Internal Financial Controls

[Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014]

The Company has put in place an adequate system of internal nancial controls commensurate with the size and nature of its business. These controls provide reasonable assurance in respect of nancial and operational information, compliance with applicable statutes, safeguarding of assets, and adherence to corporate policies. The Audit Committee oversees the Company's internal control framework.

The Statutory Auditors have reported in Annexure B to their Report that the Company has, in all material respects, adequate internal nancial controls over nancial reporting, and such controls were operating effectively as at 31st March, 2026.

24. Risk Management Policy

[Section 134(3)(n) of the Companies Act, 2013]

The Company adopted a formal Risk Management Policy at the Board Meeting held on 25th February, 2025. The Directors take appropriate steps to manage various identi ed and potential risks affecting assets and business activities. Key risk categories and mitigation measures are as under: (a) Commodity Price Risk: The Company is exposed to price uctuations in raw materials and nished goods. This risk is managed through forward booking, inventory management, and proactive vendor development practices.

(b) Regulatory Risk: The Company is subject to risks from various statutes and regulations. Regular review of legal compliances through internal and external compliance audits mitigates this risk.

(c) Human Resource Risk: Retaining existing talent and attracting new talent are ongoing challenges. The Company has implemented a strategic talent management system and integrated learning and development initiatives.

(d) Strategic Risk: Capital expenditure for capacity expansion and new product launches carry inherent strategic risks. The Company has well-de ned processes for evaluating and approving investments.

25. Vigil Mechanism / Whistle Blower Policy

[Section 177(9) of the Companies Act, 2013]

The Company has voluntarily established a Whistle Blower Policy / Vigil Mechanism as a matter of good corporate governance, to provide Directors and employees with a formal channel to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company's code of conduct. The Audit Committee of the Company oversees the mechanism from time to time. No Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website at www.aptus-pharma.com.

26. Corporate Social Responsibility (CSR)

[Section 135 of the Companies Act, 2013]

The Company does not fall within any of the criteria prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and is therefore not required to undertake any CSR activities or constitute a CSR Committee for the Financial Year 2025-26.

27. Details of Signi cant and Material Orders Passed by Regulators, Courts or Tribunals

[Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014]

No signi cant or material orders have been passed by any Regulator, Court, or Tribunal during the Financial Year under review which could impact the going concern status of the Company or its operations in future.

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

[Section 22 of the POSH Act, 2013]

The Company is committed to providing a safe, respectful, and digni ed work environment for all employees. An Internal Complaints Committee (ICC) has been constituted as per the requirements of the POSH Act, 2013. The disclosures required under Section 22 of the Act are as follows:

Sr. Particulars	Number
1 Number of complaints of sexual harassment received during the year	NIL
2 Number of complaints disposed of during the year	N.A.
3 Number of cases pending for more than ninety days	N.A.
4 Number of workshops or awareness programmes conducted during the year	02 (Two)
5 Nature of action taken by the employer	N.A.

29. Compliance with the Maternity Bene t Act, 1961

[Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014 inserted vide Companies (Accounts) Second Amendment Rules, 2025] The Company has duly complied with the provisions of the Maternity Bene t Act, 1961. All eligible women employees have been extended the statutory bene ts prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and exible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment for its women employees.

30. Maintenance of Cost Records

[Section 148 of the Companies Act, 2013]

The Company is not required to maintain cost records as speci ed by the Central Government under Section 148(1) of the Companies Act, 2013.

31. Change in Nature of Business

[Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014]

During the year under review, there was no change in the nature of business of the Company.

32. Corporate Governance

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance under Regulations 17 to 27 are not applicable to the Company, as the Paid-up Equity Share Capital of the Company as on 31st March, 2025 (last day of the previous nancial year) was Rs. 5,00,00,000 (not exceeding Rs. 10 Crore) and the Net Worth was Rs. 6,97,00,000 (not exceeding Rs. 25 Crore). Accordingly, a Report on Corporate Governance is not required to be attached to this Annual Report.

However, the Board of Directors reiterates its commitment to maintaining high standards of governance and transparency. The Company has proactively constituted the Board Committees, adopted various corporate policies, and ensured compliance with all applicable SEBI regulations and listing requirements even beyond mandatory thresholds.

33. Listing of Shares

The Company's equity shares are listed on the BSE SME Platform of BSE Limited, Mumbai. The equity shares are freely tradable and trading has not been suspended at any time during the year under review. The Company has been regularly and timely making all compliances under the applicable SEBI Regulations and listing requirements. The Annual Listing Fees of BSE Limited for the Financial Year 2025-26 have been duly paid. The ISIN of the Company is INE15XJ01010.

34. Policies of the Company

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has formulated and implemented various policies. These policies are available on the Company's website at www.aptus-pharma.com under the 'Corporate Governance' tab. The Board periodically reviews and updates these policies as required.

35. Particulars of Employees and Remuneration Disclosures

[Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] The Company has no employee drawing remuneration exceeding the limit stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement of disclosures of remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure II to this Report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy may write to the Company Secretary at the Registered Office.

36. Share Transfer System

All equity shares of the Company are in the dematerialised form. Transfer and transmission of shares are processed through the depositories (NSDL and CDSL). The Company's Registrar and Share Transfer Agent (RTA) is Accurate Securities and Registry Private Limited, Ahmedabad.

37. Disclosure under the Insolvency and Bankruptcy Code, 2016

[Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 - Mandatory]

During the Financial Year ended 31st March, 2026, the Company has not made any application, nor is there any proceeding pending against the Company, under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or any other adjudicating authority.

38. Disclosure regarding One-Time Settlement

[Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 - Mandatory]

During the Financial Year ended 31st March, 2026, the Company has not entered into any one-time settlement in respect of any loan taken from any Bank or Financial Institution. Accordingly, there is no difference between the valuation done at the time of one-time settlement and the valuation done while taking such loan that requires disclosure.

39. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in Annexure III to the Directors Report.

40. CEO & CFO Certi cation:

CEO & CFO Compliance Certi cate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure IV.

41. Acknowledgements

Your Board of Directors places on record its sincere gratitude and appreciation for the dedicated services rendered by all the employees of the Company. The Board also expresses its appreciation to the Company's valued customers, shareholders, bankers, auditors, vendors, distributors, business partners, and all other business associates and stakeholders for their continued support, cooperation, and con dence reposed in the Company during the year under review.