As on: Sep 17, 2026 12:21 PM
To,
The Members
Anondita Medicare Limited
Your directors have pleasure to present the 03rd Annual Report of Anondita Medicare Limited ("AML"/ "the Company") on the business and operations of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2026.
The Financial Year 2025-26 marked a defining milestone in the Company's growth journey with the successful completion of its Initial Public Offering ("IPO") and the listing of its Equity Shares on the SME EMERGE Platform of the National Stock
Exchange of India Limited (NSE EMERGE) on September 01, 2025. This achievement has broadened the Company's access to capital markets, reinforced its governance framework, enhanced stakeholder confidence, and positioned the Company to pursue its long-term strategic objectives and future growth opportunities and expansion.
During the year, the Company continued to focus on strengthening its manufacturing capabilities, enhancing production capacity, expanding its presence in domestic and international markets, and broadening its distribution network. These initiatives reflect the Company's continued focus on operational excellence, innovation, and creating sustainable long-term value for its stakeholders.
1. FINANCIAL RESULTS / FINANCIAL HIGHLIGHTS
The Company's performance of the Company for the financial year under review, along with the previous financial year's figures are given hereunder:
2. STATE OF COMPANY'S AFFAIRS
Key Highlights of the Company's Financial Performance for the year ended March 31, 2026, on a Standalone and Consolidated Basis are as follows:
i Standalone
During the financial year under review, the Company has earned total revenue of Rs. 11345.53/- Lakhs as compared to the previous financial year total revenue of Rs. 6087.90/- Lakhs and has taken various initiatives and measures which not merely help the Company to raise funds and expand its business but even lead to the Company to the next path of its growth and development via strengthen its financial position and compete effectively in the market.
During the financial year under review, the Net Profit, amounted to Rs. 2682.01/- Lakhs as compared to the previous financial year Net Profit of Rs. 1091.01/- Lakhs.
ii Consolidated
During the financial year under review, the Company has earned Consolidated total revenue of Rs. 13825.81/- Lakhs as compared to the previous financial year Rs. 7,712.95/- Lakhs.
During the financial year under review, the Consolidated Net Profit amounted to Rs. 3429.65/- Lakhs as compared to the previous year's Net Profit of Rs. 1,650.47/- Lakhs.
iii. Change in status of the company
During the financial year under review, the equity shares of the Company were listed on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025. Consequently, the Company became a listed public company.
3. REVIEW OF OPERATION
Anondita Medicare Limited stands as an emerging and trusted manufacturer in India's sexual healthcare and contraceptive products sector, with a strong focus on quality, innovation, and operational excellence. The Company is engaged in the manufacturing of male and female condoms under its flagship brand "COBRA" and has established itself as a reliable manufacturing partner for leading pharmaceutical companies. With its dedicated manufacturing facility and advanced production capabilities, the Company delivers products designed to meet stringent quality, safety, and regulatory standards.
The Company's product portfolio includes male latex condoms, female latex condoms, and female non-latex condoms, supported by robust manufacturing processes and 100% electronic testing of every condom to ensure reliability and safety. With expertise in producing high-
quality contraceptive products for reputed pharmaceutical partners, the Company continues to strengthen its capabilities across both private-label manufacturing and branded product segments.
Through continuous investments in capacity expansion, automation-led operational improvements, and product innovation, the Company is enhancing its manufacturing strength and scalability. The expansion of its existing D1 facility through the development of adjacent D2 and D3 units further reinforces its commitment to meeting growing market demand.
With a vision to contribute to improved sexual health outcomes through safe, dependable, and innovative products, Anondita Medicare Limited continues to build its presence in domestic and international markets. The Company's commitment to quality, compliance, and innovation positions it as a trusted partner in advancing accessible healthcare solutions.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the financial year 2025-2026.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount any amount to reserves out of the profits during the Financial Year ended March 31,2026.
6. DIVIDEND
To strengthen the financial position of the Company and its future business expansion plans, the Board of Directors of the Company has decided not to recommend any dividend on the equity shares of the Company for the financial year 20252026.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There is no unpaid/unclaimed dividend amount lying with the Company, therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial period of the Company to which the financial statements relate and the date of this report.
9. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MD&A) Report for the year under review, prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section and forms an integral part of this Annual Report.
10. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE COMPANIES OR JOINT VENTURES
Anondita Healthcare and Rubber Products India Limited is the Subsidiary of the Company in terms of provisions of Section 2(87) of Companies Act, 2013 and details of their performance are furnished in Form AOC-1, attached as ANNEXURE -I to this report.
During the year under review, there are no companies which have become or ceased to be subsidiary/joint venture/ associates of the Company.
11. DEPOSITS
During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, there is no unpaid deposit lying with the Company for the period under review.
12. LOAN FROM DIRECTORS OR DIRECTOR'S RELATIVE
During the year under review, the Company has obtained a loan of Rs. 4,45.22 (Lakhs) from Mr. Anupam Ghosh, Managing Director of the Company. An amount of Rs. 10.08 (Lakhs) remains outstanding as on 31st March 2026.
13. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
The particulars of loans, guarantees or securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements and have not been reiterated here for the sake of brevity.
14. ANNUAL RETURN
An Annual Return of the Company as referred in sub-section (3) of section 92 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on the website of the Company and the web link of the same is ittps://anonditamedicare.com/Annual Return for Financial Year.php
15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
Pursuant to the provisions of the Secretarial Standards, a statement is hereby given that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and made applicable as per Section 118(10) of the Companies Act, 2013, while conducting and organizing the Board and General Meetings.
16. INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING
The Financial Year 2025-26 marked a significant milestone in the Company's corporate journey, with the successful completion of its Initial Public Offering ("IPO") and the listing of its equity shares on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.
I n connection with the proposed IPO, the Company had undertaken the necessary regulatory compliances, including filing of the Draft Red Herring Prospectus ("DRHP") on December 14, 2024 and obtaining the In-Principle Approval from the National Stock Exchange of India Limited ("NSE") vide its approval letter dated June 17, 2025, for listing of its equity shares on the SME EMERGE Platform.
Pursuant to the Prospectus issued in relation to the IPO, the Company successfully completed the Fresh Issue of47,93,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 145/- per equity share (including a securities premium of Rs. 135/- per equity share), aggregating to Rs. 69,49,85,000/- (Rupees Sixty-Nine Crore Forty-Nine Lakh Eighty-Five Thousand Only).
The IPO received an encouraging response from investors and was oversubscribed, reflecting the confidence and interest of investors in the Company's business model, operational capabilities, growth strategy, and future prospects. Pursuant to the successful completion of the IPO, the Board of Directors approved the allotment of equity shares to the successful applicants, and the equity shares of the Company were subsequently listed and admitted for trading on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.
17. SHARE CAPITAL
i. Authorised Capital
The Authorised Capital of the Company is
Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided
into 2,00,00,000 (Two Crore) Equity shares of face value of Rs. 10/- each (Rupees Ten only) each.
During the year under review, the Company has not increased its Authorized Share Capital and accordingly, the Authorized Share capital of the Company remains unchanged as on March 31,2026.
ii. Issued and Paid-up Share Capital
As on March 31, 2025, the paid-up share capital of the Company stood at ^13,29,36,180/- (Rupees Thirteen Crore Twenty-Nine Lakh Thirty-Six Thousand One Hundred Eighty Only), comprising 1,32,93,618 (One Crore Thirty-Two Lakh Ninety-Three Thousand Six Hundred Eighteen) equity shares of face value of Rs. 10/- each.
During the year under review, the Company successfully completed its Initial Public Offering ("IPO") comprising 47,93,000 (Forty-Seven Lakh Ninety-Three Thousand) equity shares of Rs. 10/- each at an issue price of Rs. 145/- per equity share (including securities premium of Rs. 135/- per equity share), aggregating to Rs. 69,49,85,000/- (Rupees Sixty-Nine Crore Forty-Nine Lakh Eighty-Five Thousand Only). Pursuant to the successful completion of the IPO, the said equity shares were allotted to the successful applicants and the equity shares of the Company were subsequently listed on the SME EMERGE Platform of the National Stock Exchange of India Limited ("NSE EMERGE") with effect from September 01, 2025.
Consequently, as at March 31, 2026, the paid-up share capital of the Company stood at Rs. 18,08,66,180/- (Rupees Eighteen Crore Eight Lakh Sixty-Six Thousand One Hundred Eighty Only), comprising 1,80,86,618 (One Crore Eighty Lakh Eighty-Six Thousand Six Hundred Eighteen) equity shares of Rs. 10/- each, fully paid-up.
iii. Issue of Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the Financial Year ended March 31, 2026.
iv. Employee Stock Option Scheme (ESOP)
The Company has not granted any Employee Stock Options during the Financial Year ended March 31, 2026.
v. Buy-back of Securities
The Company has not bought back any of its securities during the Financial Year ended March 31, 2026.
18. CAPITAL EXPENDITURE:
The details of Capital Expenditure of the Company is a s follows:
i. Standalone
As on March 31, 2026, the gross block of Property, Plant and Equipment and Intangible Assets of the Company stood at Rs. 4,089.75 Lakhs, while the net block of Property, Plant and Equipment and Intangible Assets stood at Rs. 3,907.98 Lakhs. The Company also had Capital Work-in-Progress amounting to Rs. 4,149.50 Lakhs as at March 31, 2026.
ii. Consolidated
As on March 31,2026, the gross block of Property, Plant and Equipment, Investment Property and Intangible Assets stood at Rs. 4,093.97 Lakhs, while the net block of Property, Plant and Equipment, Investment Property and Intangible Assets stood at Rs. 3,909.75 Lakhs. Further, the Company also had Capital Work-in-Progress amounting to Rs. 4,149.50 Lakhs as at March 31, 2026.
19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR
The Board of Directors of the Company is duly constituted. None of the Directors of the Company are disqualified under the provisions of Companies Act, 2013.
As on March 31,2026, the Board of Directors of the Company comprised five Directors, including the Managing Director, Whole-time Director, Non-Executive and non Independent Director director, and Independent Directors including women Independent Director. The Board is supported by Ms. Sunita Naithani, Chief Financial Officer, and Ms. Bhawna Bisht, Company Secretary and Compliance Officer of the Company
Accordingly, as on 31st March 2026, the composition of the Board of Directors and Key Managerial Personnel of the Company is as per below:
During the Financial year under review, certain changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company. The details of appointments and resignations during the year are provided hereunder:
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 17 (Seventeen) Meetings of Board of Directors were held. The detailed Agenda and Notice for the Meetings were prepared and circulated in advance to the Directors within the prescribed time. In case of any special and urgent business matters requiring immediate consideration, meetings of the Board/Committee were convened at shorter notice in accordance with the applicable provisions of the Companies Act, 2013 and Secretarial Standard-1 issued by the Institute of Company Secretaries of India. The requisite approval/ratification, wherever applicable, was obtained in accordance with the applicable provisions. The intervening gap between the two consecutive meetings was not more than the period prescribed under the Companies Act, 2013.
The Details of the Board meetings held during the year provided below:
21. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS
22. NUMBER OF MEETINGS OF THE SHAREHOLDER(S) HELD DURING THE FINANCIAL YEAR 20252026
53. DISCLOSURE RELATED TO COMMITTEES AND POLICY
Audit Committee
The Directors of the Company have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. The Members of the Committee are as follows:
Changes in the composition of Audit Committee during the Financial Year 2025-2026:
During the year under review, there was no change in the composition of the Audit Committee
Meetings of the Audit Committee during the Financial Year under review:
During the Financial Year 2025-2026, the Audit Committee convened Five (5) meetings, held June 09, 2025, August 08, 2025, November 13, 2025, November 15, 2025 and February 10, 2026. The details of these meetings are provided below:
During the year under review, the Board has accepted the recommendation of the Audit Committee whenever received and given, if any, by the same.
Nominations And Remuneration Committee
The Directors of the Company have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014.
The Members of the Committee are as follows:
Changes in the composition of Nomination and Remuneration Committee during the Financial Year 2025-2026.
During the year under review, there was no change in the composition of the Nomination and Remuneration Committee.
Meetings of the Nomination and Remuneration Committee during the Financial Year under review:
During the Financial Year 2025-26, the Nomination and Remuneration Committee convened Four(4) meetings, held on September 15, 2025, October 22, 2025, November 13, 2025 and December 01, 2025. The details of these meetings are provided below:
Further, the Nomination and Remuneration Policy is available on the website of the Company i.e. https://anonditamedicare.com/inc/ Nomination%20Policy.pdf
Stakeholder's Relationship Committee
The Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013. The Stakeholders Relationship Committee consists of following members:
Further, the detail Composition of the Stakeholders Relationship Committee is given below: -
Changes in the composition of Stakeholders Relationship Committee during the Financial Year 2025-26.
During the year under review, the following changes took place in the composition of the Stakeholders Relationship Committee:
First Revision: Consequent to the cessation of Ms. Sonia Ghosh from the Board of Directors with effect from October 29, 2025, she ceased to be a Member of the Stakeholders Relationship Committee and Mr. Amartya Ghosh was appointed as a Member of the Committee.
Second Revision: Consequent to the cessation of Mr. Amartya Ghosh from the Board of Directors with effect from February 12, 2026, he ceased to be a Member of the Stakeholders Relationship Committee and Mr. Anupam Ghosh was appointed as a Member of the Committee.
Meetings of the Stakeholders Relationship Committee during the Financial Year under review:
During the Financial Year 2025-26, the Stakeholders Relationship Committee convened one (01) meeting, held on 13 November 2025. The details of the meeting are provided below:
During the year under review, Ms. Sonia Ghosh ceased to be a Director of the Company and a Member of the Stakeholders Relationship Committee with effect from October 29, 2025.
Thereafter, Mr. Amartya Ghosh was appointed as a Member of the Stakeholders Relationship Committee with effect from November 13, 2025. Subsequently, Mr. Amartya Ghosh ceased to be a Director of the Company and a Member of the Stakeholders Relationship Committee with effect from February 12, 2026.
Thereafter, Mr. Anupam Ghosh was appointed as a Member of the Stakeholders Relationship Committee with effect from February 27, 2026.
The Committee shall act in accordance with the terms of reference as approved by the Board and shall address the grievances and concerns of the Stakeholders including Investors and the Shareholders of The Company.
IPO Committee
The Board had, at its meeting held on October 14, 2024 constituted the IPO Committee, the Committee presently consist 2 (two) Executive Directors and 1 (one) Independent Director .
Further, the detail Composition of the IPO Committee is given below: -
Changes in the composition of IPO Committee during the Financial Year 2025-26.
During the year under review, there was no change in the composition of IPO Committee.
Corporate Social Responsibility ("CSR")
Corporate Social Responsibility (CSR) reflects the Company's commitment towards sustainable development and social responsibility. The Company believes that CSR initiatives play a significant role in the development of the country and in contributing towards the welfare of society, including animal welfare. As Swami Vivekananda said, "They alone live who live for others."
During the financial year 2025-26, the provisions of Section 135 of the Companies Act, 2013 were applicable to the Company. As the amount required to be spent on CSR activities during the year did not exceed Rs. 50 lakh,
the Company was not required to constitute a Corporate Social Responsibility Committee in terms of Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors, which also monitored the implementation of the Company's CSR Policy.
As per the provision of Section 135 the Company was required to spend Rs. 14,60,347/- (Rupees Fourteen Lakh Sixty Thousand Three Hundred Forty-Seven Only) toward CSR activities during the Financial Year 2025-26 and the Company spent Rs. 65,68,000/- (Rupees Sixty-Five Lakh Sixty-Eight Thousand Only) on activities specified under Schedule VII of Companies Act, 2013.
Further, the Annual Report on CSR Activities, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed and marked as Annexure II to this Report.
Further, the Corporate Social Responsibility Policy is available on the website of the Company i.e. https:// anonditamedicare.com/inc/ch/CORPORATE%20 SOCIAL%20RESPONSIBILITY%20(CSR)%20POLICY. pdf
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
During the year, the Board of Directors of the Company has established vigil mechanism via formulating and implementing Vigil Mechanism Policy which is in conformity with the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder.
Further, this policy enables the Directors and employees to report to the management genuine concerns and instances of unethical behavior actual or suspected fraud or violation of The Company Code of Conduct.
This vigil mechanism of the Company is overseen and reviewed by the Audit Committee and which even, provides adequate safeguard against victimization of employees and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.
During the year under review, the Company did not receive any complaint. None of the personnel of the Company were denied access to the Audit Committee.The policy is available on the website of The Company https://anonditamedicare. com/inc/Whistle%20Blower%20Policy.pdf
25. RETIREMENT BY ROTATION
In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Lakhinder Singh (DIN: 07703780), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing 03rd Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration (NRC) Committee, recommends his re-appointment for the approval of the Members of the Company.
26. STATEMENT BY THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS
The Board of Directors is satisfied with the integrity, expertise and experience, including proficiency of the Independent Directors of the Company. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.
27. DECLARATION BY INDEPENDENT DIRECTORS
All the Directors have submitted a declaration to the Board that they fulfill the criteria of Independence as stipulated in Section 149(6) of the Companies Act, 2013 and that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. As on date, all the Independent Directors on the Board of the Company have registered themselves on the Independent Directors' Databank.
28. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board has established a formal mechanism for evaluating the performance of the Board as a whole, its Committees, individual Directorsand the Chairman of the Board.
I n accordance with the provisions of the Companies Act, 2013, the annual evaluation process was duly conducted. The evaluation was carried out using structured questionnaires, formulated in line with the Company's Policy on Performance Evaluation and Remuneration of Directors.
The evaluation questionnaires were securely circulated. The responses and recommendations received from the Directors were subsequently reviewed and deliberated upon by the Nomination and Remuneration Committee (NRC) and the Board at their respective meetings.
The evaluation process covered various aspects of the Board and Committees' functioning including their composition, experience, competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and the effective exercise of independent judgement.
29. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Regular interactions were held between statutory and internal auditors and independent directors. Monthly / quarterly updates on relevant statutory, regulatory changes were circulated to the Directors.
The Directors were also informed of key developments in the Company. Learning and development sessions for Independent Directors are conducted, as may be required on relevant business topics. The press releases, news in media about the Company are circulated to all the Directors so that they are updated about the operations of the Company.
Certain programmes / activities are merged with the Board/ Committee meetings to suit the convenience of Directors.
30. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(i) in the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards read with requirements set out under Schedule III of Act have been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at the end of the financial year and of the Profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively in the Company;and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Risk Management is an integral part of the Company's business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in The Company. The Directors of the Company periodically review the risk associated with the business or threatens the prospectus of the Company.
The key policy is available on the website of the Company https://anonditamedicare.com/inc/Risk%20Management%20 Policy.pdf
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under: i. Conservation of Energy:
ii. Technology Absorption:
iii. Foreign Exchange Earnings/ Outgo:
3. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013 During the year under review:
a) All contracts/arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and conducted on an arm's length basis.
b) All material contracts/arrangements/transactions with related parties were entered into in accordance with the Company's Policy on Materiality of Related Party Transactions and the Policy on Dealing with Related Party Transactions.
The particulars of the contracts/arrangements/transactions entered with related parties during the financial year ended March 31,2026, have been set out in FORM AOC-2 in terms of Section 134(3)(h) read with Section 188 of Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rule, 2014 are provided in Annexure III.
4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of employees as required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.A statement showing the names of the top ten employees in terms of remuneration drawn and the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this Report are set out in Annexure- IV.
5. AUDITORS AND THEIR REPORTS
(a) Statutory Auditor and Audit Report
M/s. Jain Chopra & Co., Chartered Accountants (ICAI Firm Registration No.: 002198N), were appointed as the Statutory Auditors of the Company for the first term of five years at the 01st Annual General Meeting (AGM) of the Company held on December 30, 2024, to hold office from the conclusion of that Annual General Meeting till the conclusion of 06th Annual General Meeting to be held for the financial year 2028-29.
The Statutory Auditors have issued their Audit Report on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, does not include any qualifications, reservation or adverse remarks. The Notes forming part of the Financial Statements, as referred to in the Audit Report, are self-explanatory and do not require any further explanation or comments from the Board of Directors pursuant to Section 134(3)(f) of the Companies Act, 2013.
(b) Secretarial Auditor and Secretarial Audit Report
In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed M/s. Mohit Singhal & Associates, Practicing Company Secretaries (ICSI
Peer Review Certificate No. 5437/2024), to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.
The Secretarial Audit Report issued by M/s. Mohit Singhal & Associates for the Financial Year 2025-26 contains certain observation(s), the explanation/ comments of the Board thereon are provided below. A copy of the Secretarial Audit Report in Form MR-3 is annexed as Annexure-V to this Report.
Further, In compliance with Regulation 24A of the SEBI Listing Regulations, your Company had filed its
Annual Secretarial Compliance Report for FY 2025-26 to the Stock Exchanges on May 25, 2026, within the prescribed time limits. Your Company has also complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The Secretarial Compliance Report as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2026, submitted by M/s. Mohit Singhal & Associates, also contains the observation(s) as stated therein. The Board has duly considered the same, and its explanation/comments are provided below, wherever applicable.
Secretarial Audit Report of Material Unlisted Subsidiary
In accordance with Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of the material unlisted subsidiary for FY 2025-26, i.e. Anondita Healthcare & Rubber Products India Limited, are annexed as Annexure VI to this report.
The Secretarial Audit Reports of these subsidiaries confirm that they have complied with the applicable provisions of the Act, Rules, Regulations, and Guidelines, and does not contain any qualifications, reservations, adverse remarks, or disclaimers.
(c) Cost Records and Cost Audit
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had appointed M/s. Bahadur Murao & Co, Cost Accountants (having Registration No.8), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2025-26.
The Company has maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.
(d) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s Ranjan & Associates, Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2025-26 to conduct the internal audit of the Company's operations and activities.
The Internal Auditors conducted the internal audit through verification of records, supporting documents, internal processes and discussions with the concerned officials of the Company. The Internal Audit Report for the Financial Year 2025-26 was presented before the Audit Committee for its review and was subsequently placed before the Board of Directors for its information and consideration.
Reporting of Frauds by Auditors
The Auditors of the Company including Statutory and Cost Auditor have not reported any instance of fraud is being or has been committed in the affairs of the Company by its officers or employees pursuant to the provisions of Section 143(12) of the Companies Act, 2013.
36. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statement of the Company that commensurate with the size and nature of its operations of the Company and has been operating satisfactorily.
Further, the internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by Statutory auditors. These mechanisms provide reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and adherence to Company's policies.
During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.
37. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide a protective environment at workplace to all its women employees and accordingly, the Company has taken various initiatives and measures to protect the interest of the women employees working in the Company.
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review the Company has revised constitution of an Internal Complaints Committee and continued to address complaints relating to sexual harassment at the workplace.
During the period under review, the following is confirmed:
38. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the year there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2025-26, neither any application has been made nor any proceeding are initiated against and/or by the Company under the Insolvency and Bankruptcy Code, 2016.
41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any settlement with the Banks and Financial Institutions. Therefore, there is nothing to report under this for the financial year under review.
42. COMPANY'S WEBSITE
The Company has its fully functional website https:// anonditamedicare.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of the Company.
43. DISCLOSURE OF ACCOUNTING
TREATMENT
The Company has not followed any treatment which is different from that prescribed in the applicable Accounting Standards. Therefore, there is no requirement by the management to furnish any explanation in relation thereto.
44. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code of Conduct. All Directors and the designated employees have confirmed compliance with the Code.
45. CORPORATE GOVERNANCE
The Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. Further, the provisions of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, exempt the Companies which have listed their specified securities on the SME Exchange to make the detailed disclosures in the Annual Report on the Corporate Governance as provided in Para C, D and E of Schedule V of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015.
Since, the equity share capital of the Company is listed exclusively on the SME Platform of NSE and accordingly, The Company has not made detailed disclosures on the Corporate Governance in the Annual Report. However, The Company is in compliance to the extent of applicable sections of the Companies Act, 2013 with regard to Corporate Governance.
46. EXPLANATION FOR DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015
The provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company during the financial year under review.
The Company has duly complied with the requirements of Regulation 32 and has submitted the Statement of Deviation(s) or Variation(s) regarding the utilization of proceeds to the Stock Exchange(s) within the prescribed statutory timelines. The same has also been placed on the website of the Company in accordance with the applicable regulations.
47. ACKNOWLEDGMENTS
The Directors of the Company gratefully acknowledge all stakeholders of The Company for the co-operation and assistance received from financial institutions, Government Authorities, Customers, members, dealers, vendors, banks and other business partners during the financial year. The Directors of the Company place on record their deep sense of appreciation for the commitment displayed by the employees, executives, staff and workers of The Company who have contributed to the growth and performance of The Company. The Directors of the Company look forward to the continued support of all stakeholders in the future.
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