• OPEN AN ACCOUNT
Indian Indices
Sensex
71,909.70 -570.59
( -0.79%)
Global Indices
Nasdaq
50,952.25 25.20
(0.05%)
Dow Jones
7,687.74 15.20
(0.20%)
Hang Seng
68,949.71 2,195.99
(3.29%)
Nikkei 225
10,432.22 -173.78
(-1.64%)
Forex
USD-INR
95.97 0.01
(0.01%)
EUR-INR
108.89 -0.26
(-0.24%)
GBP-INR
126.98 -0.19
(-0.15%)
JPY-INR
0.61 0.00
(0.01%)

EQUITY - MARKET SCREENER

Jyoti Structures Ltd
Industry :  Transmisson Line Towers / Equipment
BSE Code
ISIN Demat
Book Value()
513250
INE197A01024
4.1092272
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
JYOTISTRUC
16.5
1063.55
EPS(TTM)
Face Value()
Div & Yield %
0.54
2
0
 

As on: Oct 02, 2026 06:53 AM

<dhhead-BOARD'S REPORT</dhhead-

Dear Members,

Your directors have the pleasure in presenting the 7th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended on March 31, 2026.

1. FINANCIAL SUMMARY

The financial performance of your Company for the Financial Year ended March 31, 2026 is summarized below:

Standalone (Rs. in Lakhs Except EPS)
Particulars Financial year ended on March 31st, 2026. Financial year ended on March 31st, 2025.
Revenue from operations 2546.88 2503.92
Other Income 611.55 57.10
Total Expenditure 2699.09 2059.42
Profit/(Loss) before tax 459.35 501.60
Profit before extraordinary and prior period items 459.35 501.60
Extraordinary items 0 0
Prior period expenses 0 0
Tax Expenses
Current tax 11.30 121.94
Deferred Tax 10.56 (5.62)
Profit/(Loss) after tax 386.52 385.28
Earnings per equity share (Basic and Diluted) 4.92 6.14

2. PERFORMANCE REVIEW & STATE OF COMPANY'S AFFAIRS

Your Company delivered a robust financial and operational performance during the financial year 2025-26, driven by improved sales realizations, enhanced operational efficiencies, and strong performance.

Total Income from continuing operations increased by 23.33 % to Rs. 3158.43 Lakhs as against Rs. 2551.02 Lakhs in the previous financial year.

The Profit After Tax (PAT) increased marginally by 0.32% to Rs. 386.52 Lakhs vis-a-vis Rs. 385.28 Lakhs in the previous year FY 2024-25.

Your directors remain confident about the Company's future performance and believe that its progressive growth trajectory will continue during the subsequent financial year. Considering the Company's operational capabilities, business strategy and prevailing market opportunities, the Directors are optimistic about its future prospects and remain committed to achieving sustainable growth and creating long-term value for all stakeholders. The financial performance and results of operations of the Company are further detailed in the Statement of Profit and Loss forming part of the financial statements and are self-explanatory.

3. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the Business of the Company during the financial year ended March 31, 2026

4. DETAILS OF INITIAL PUBLIC OFFER (IPO)

During the financial year under review, the Company has completed an Initial Public Offer (IPO) comprising a fresh issue of 22,41,000 equity shares of face value of ^10 each at an issue price of ^123 per share, including a securities premium of ^113 per share, aggregating to a total issue size of ^27,56,43,000. The public issue was undertaken pursuant to the applicable provisions of the Companies Act, 2013, the rules made thereunder, Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and other applicable laws and regulations. Pursuant to the IPO, the equity shares of the Company were listed on BSE Limited (BSE) on July 16, 2025.

Pursuant to the special resolution passed by the members of the Company on January 6, 2025, and upon completion of the applicable public-issue formalities, the Board of Directors allotted 22,41,000 equity shares to the successful applicants on July 14, 2025. The shares so allotted rank pari passu in all respects with the existing equity shares of the Company. The entire issue was made for cash, and the Company received an aggregate amount of ^27,56,43,000, comprising ^2,24,10,000 towards equity share capital and ^25,32,33,000 towards securities premium.

The successful completion of the Initial Public Offer and listing of the Company's equity shares represents a significant milestone in its corporate journey and is expected to enhance its visibility, strengthen its capital base and support its future business growth and expansion plans.

5. SHARE CAPITAL

Authorised share capital:

The Authorised share capital of the company is Rs. 11,00,00,000/- comprising of 1,10,00,000 Equity Shares of Rs. 10/- each as on March 31, 2026.

Paid-up share capital:

As on March 31, 2026, the paid-up share capital of the Company was Rs. 8,51,23,600/- divided into 85,12,360 equity shares of Rs. 10/- each.

1. The Company issued and allotted 22,41,000 equity shares of face value of ^10 each pursuant to its Initial Public Offer ("IPO").

2. The aforesaid 22,41,000 equity shares were issued at an issue price of ^123 per equity share, comprising a face value of ^10 per equity share and a securities premium of ^113 per equity share. Accordingly, an amount of ^2,24,10,000 was credited to the paid-up equity share capital account, and an amount of ^25,32,33,000 was credited to the securities premium account of the Company.

3. The Company has not issued shares with differential voting rights.

4. The Company has not undertaken any of the following transactions:

Buy Back of Securities Sweat Equity Shares Employees Stock Option
Nil Nil Nil

6. WEBSITE

The Company has maintained a functional website www.asstonpharmaceuticals.com containing information about the Company. The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website

7. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to reserves.

8. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company did not have any subsidiary, associate, or joint venture company during or at the end of the reporting period.

9. DIVIDEND

The Board of Directors remains committed to expanding the Company's business operations and enhancing shareholder value. Considering the substantial resources required to support the Company's long-term growth and expansion plans, the Board has decided not to recommend any dividend for the financial year under review. This decision is in line with the Company's strategic objective of reinvesting its earnings to support sustainable growth and create long-term value for its shareholders.

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is annexed as Annexure-A to this with the Board's Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that:

I. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.

II. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2026 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 prepared the Annual Accounts on a going concern basis.

V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. Appropriate systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)

Your Company maintains an optimum combination of executive and non-executive Directors in

compliance with the applicable law, as amended from time to time. The Board of Directors of the

Company as on March 31, 2026, comprises:

Name of Director DIN Designation and category of director
Ashish Narayan Sakalkar 06601011 Managing Director, Promoter
Saili Jayaram More 02691527 Whole-Time Director, Promoter
Sachin Chandrakant Badakh 08685214 Director (Non-Executive Director), Promoter
Rishabh Kumar Jain 10611758 Director (Independent Director)
Sandip Sharma 11627247 Additional Director (Independent Director)
Vijaya E Shahapurkar 10767960 Director Independent Director)
Yashvardhan Nitin Tupe 08759617 Additional Director (Non-Executive Director)
Yogesh Prakash Supekar 11344916 Additional Director (Non-Executive Director)

The Key Managerial Personnel of the Company as on March 31, 2026, are:

Name of KMP Designation
Ashish Narayan Sakalkar Managing Director
Saili Jayaram More Whole Time Director & CEO
Rishi Upadhaya Company Secretary and Compliance Officer
Sumit Dattatray Pawar Chief Financial Officer

Changes in the Board of Directors and KMP during the period under review:

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel; further, the changes that took place up to the date of approval of the Board report are also provided below:

1. Resignation of Mr. Deven Manohar Patil from the position of Chief Financial Officer of the Company with effect from October 13, 2025.

2. Resignation of Mrs. Vandana Amit Mishra from the position of Company Secretary and Compliance Officer of the Company with effect from October 13, 2025.

3. Appointment of Mr. Rishi Upadhaya as the Company Secretary and Compliance Officer of the Company with effect from October 16, 2025.

4. Appointment of Mr. Yogesh Prakash Supekar as an Additional Non-Executive Director of the Company with effect from October 16, 2025, whose appointment was subsequently regularised by the members at the Extra-Ordinary General Meeting held on April 28, 2026.

5. Appointment of Mr. Yashvardhan Nitin Tupe as an Additional Non-Executive Director of the Company with effect from March 30, 2026, whose appointment was subsequently regularised by the members at the Extra-Ordinary General Meeting held on April 28, 2026.

6. Appointment of Mr. Sandip Sharma as an Additional Independent Director of the Company with effect from March 30, 2026, whose appointment was subsequently regularised by the members at the Extra-Ordinary General Meeting held on April 28, 2026.

7. Appointment of Mr. Sumit Dattatray Pawar as the Chief Financial Officer of the Company with effect from March 30, 2026.

13. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashish Narayan Sakalkar, Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Ashish Narayan Sakalkar as a Director liable to retire by rotation for the consideration and approval of the Members at the ensuing Annual General Meeting.

The requisite details of the Director seeking re-appointment, as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing Annual General Meeting.

14. BOARD MEETINGS

During the year under review, Ten Board Meetings were convened and held. The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are as below:

S. No Date of Board Meeting
1 15/05/2025
2 19/06/2025
3 22/06/2025
4 03/07/2025
5 14/07/2025
6 25/08/2025
7 16/10/2025
8 14/11/2025
9 05/01/2026
10 30/03/2026

Attendance of Board Members at the Board Meetings held during the FY 2025-26

S. No Date of Board Meeting Ashish Narayan Sakalkar Saili Jayaram More Sachin Chandrakant Badakh Rishabh Kumar Jain Vijaya E Shahapurkar Yogesh Prakash Supekar
1 15/05/2025 Yes Yes Yes Yes Yes NA
2 19/06/2025 Yes Yes Yes Yes Yes NA
3 22/06/2025 Yes Yes Yes Yes Yes NA
4 03/07/2025 Yes Yes Yes Yes Yes NA
5 14/07/2025 Yes Yes Yes Yes Yes NA
6 25/08/2025 Yes Yes Yes Yes Yes NA
7 16/10/2025 Yes Yes Yes Yes Yes NA
8 14/11/2025 Yes Yes Yes Yes Yes Yes
9 05/01/2026 Yes Yes Yes Yes Yes Yes
10 30/03/2026 Yes Yes Yes Yes Yes Yes

15. AUDIT COMMITTEE

In accordance with the requirements of section 177 of the Act, the Board has established a qualified and independent Audit Committee. The committee comprises of 3 (Three) members, and the majority of members are Independent Directors. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise, and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

The composition of the Audit Committee as on March 31, 2026 is as under:

S No Member's name Designation In Committee Designation In Company
1 Mr. Rishabh Kumar Jain Chairperson Independent & non-executive Director
2 Ms. Vijaya Eknath Shahapurkar Member Independent & non-executive Director
3 Mr. Sachin Chandrakant Badakh Member Non-Executive Director

During the year under review, the audit committee met 6 (Six) times, and the attendance is as follows:

S No. Date of the meeting Mr. Rishabh Kumar Jain Ms. Vijaya Eknath Shahapurkar Mr. Sachin Chandrakant Badakh
1 19/06/2025 Yes Yes Yes
2 22/06/2025 Yes Yes Yes
3 28/08/2025 Yes Yes Yes
4 16/10/2025 Yes Yes Yes
5 14/11/2025 Yes Yes Yes
6 30/03/2026 Yes Yes Yes

16. NOMINATION AND REMUNERATION COMMITTEE (NRC).

The Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, positive attributes and independence of a directors and recommended to the board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee. In accordance with the provisions of Section 178 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), the composition and terms of reference of which conform with the said provisions. The policy for the same has been placed on the Company's website.

The committee comprises three members. During the year under review, three meetings of the Nomination and Remuneration Committee were held.

S No Name of Members Designation In Committee Designation in Company
1 Ms. Vijaya Eknath Shahapurkar Chairperson Independent & non-executive Director
2 Mr. Rishabh Kumar Jain Member Independent & non-executive Director
3 Mr. Sachin Chandrakant Badakh Member Non-Executive Director

 

S No. Date of the meeting Mr. Rishabh Kumar Jain Ms. Vijaya Eknath Shahapurkar Mr. Sachin Chandrakant Badakh
1 25/08/2025 Yes Yes Yes
2 16/10/2025 Yes Yes Yes
3 30/03/2026 Yes Yes Yes

17. STAKEHOLDER RELATIONSHIP COMMITTEE

In accordance with the provisions of section 178 of the Act, the Company has framed a Stakeholder's Relationship Committee (SRC) that is responsible for handling investor grievances.

The committee is comprised of Three members. During the year under review, one meeting of Stakeholder Relationship Committee was held.

S No Name Of Members Designation In Committee Designation In Company
1 Mr. Sachin Chandrakant Badakh Chairperson Non-Executive Director
2 Ms. Vijaya Eknath Shahapurkar Member Independent & non-executive Director
3 Mr. Rishabh Kumar Jain Member Independent & non-executive Director

 

g="2">
S No. Date of the meeting Mr. Rishabh Kumar Jain Ms. Vijaya Eknath Shahapurkar Mr. Sachin Chandrakant Badakh
1 30/03/2026 Yes Yes Yes

18. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were applicable to the Company during the previous financial year. However, pursuant to Section 135(9) of the Act, since the amount required to be contributed towards CSR by the Company was less than ^50,00,000 (Rupees Fifty Lakh), the constitution of a CSR Committee was not applicable to the Company. Accordingly, the functions and duties of the CSR Committee were discharged by the Board of Directors.

19. MEETING OF INDEPENDENT DIRECTORS:

During the year, one meeting of Independent Directors was held; the details are as follows:

S No. Date of the meeting Mr. Rishabh Kumar Jain Ms. Vijaya Eknath Shahapurkar
1 30/03/2026 Yes Yes

20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received the requisite declarations from all Independent Directors confirming that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in their status as independent directors during the year and the period of their association with the Company. The Independent Directors have also confirmed compliance with the Company's Code of Ethics and Business Conduct and the Code for Independent Directors prescribed under Schedule IV of the Act.

21.STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the financial year under review, the Company appointed Mr. Sandip Sharma as an Independent Director. In the opinion of the Board of Directors, Mr. Sandip Sharma is a person of

integrity and possesses the requisite qualifications, skills, expertise, experience and proficiency relevant to the business and operations of the Company.

The Board is further satisfied that he is independent of the management and fulfils the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013, read with the applicable rules made thereunder and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. His appointment is expected to strengthen the overall effectiveness of the Board and contribute meaningfully to its deliberations and decision-making processes.

22.CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility provisions are applicable to every company having a net worth of ^500 crore or more, turnover of ^1,000 crore or more, or net profit of ^5 crore or more during the immediately preceding financial year.

During the financial year under review, the provisions of Section 135 became applicable to the Company on account of its net profit exceeding the prescribed threshold. Accordingly, the Company was required to spend at least two per cent of the average net profits earned during the three immediately preceding financial years on eligible CSR activities specified under Schedule VII to the Companies Act, 2013.

In compliance with the applicable statutory requirements, the Company duly spent the prescribed CSR amount during the financial year ended March 31, 2026, on eligible activities and projects covered under Schedule VII to the Companies Act, 2013. The Company remains committed to undertaking socially responsible initiatives and contributing meaningfully towards the welfare and sustainable development of society.

The details of the CSR initiatives undertaken, the amount required to be spent, the amount actually spent and other prescribed disclosures are provided in the Annual Report on CSR Activities annexed to this Board's Report as Annexure-B

23. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS MADE PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements. Please refer to Notes of the Summary of significant accounting policies and other explanatory information.

The company has not granted any loans, given any guarantees during the year to any of its Subsidiaries.

24. RELATED PARTY TRANSACTIONS

The Related Party Transactions entered during the financial year 2025-26 were in the ordinary course of business and at arm's length basis. Your Company did not enter into any Material Related Party Transactions during the year under review.

Pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the Related Party Transactions are contained in Annexure-C to this Report.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report and hereunder, there have been no material changes and commitments affecting the financial position of the company which have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

The Board of Directors in there meeting held on 02nd July, 2026 proposed for issuance of 24,10,431 (Twenty-Four Lakh Ten Thousand Four Hundred Thirty-One) Equity Shares of face value of ^10/- each at an issue price of ^115/- per Equity Share, including a premium of ^105/- per Equity Share,

by way of preferential allotment in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time. The said proposal was subsequently approved by the members of the Company by way of a Special Resolution at the Extraordinary General Meeting held on 31 July 2026. The aforesaid transaction constitutes a material development after the close of the financial year and may have an impact on the share capital and financial position of the Company.

Further, the Company has obtained "in-principle" approval from BSE Limited vide its letter dated 25 August 2026 under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the proposed issue of the aforesaid 24,10,431 Equity Shares at a price not less than ^115/- per Equity Share on a preferential basis to non-promoters. The

aforesaid preferential issue constitutes a material development subsequent to the close of the financial year and, upon allotment of the securities, may have an impact on the paid-up share capital, shareholding structure and financial position of the Company.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (M) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are furnished under Annexure-D which forms part of this Report. Your company remains committed to optimizing energy consumption across all operational facets and efficient conservation measures are continuously implemented wherever feasible.

27. RISK MANAGEMENT

Your Company has always endeavoured to bring together elements of best practices for risk management in relation to existing and emerging risks faced by it at both strategic and operating levels. The Company faces a variety of risks from external and internal sources. However, the objective is to be aware of different kinds of risks affecting the business. Rather than eliminating these risks, the decision-making process at your Company considers sensible risk taking, and thereby proactive steps are taken to ensure that business is undertaken in an environment which encourages a reasonable amount of risk taking and enables the Company to leverage market opportunities effectively. The Board is responsible for determining the nature and extent of the principal risks that your Company is willing to take to achieve its strategic objectives and for maintaining a sound risk management system.

28. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and other applicable provisions, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The evaluation of the Board was carried out after seeking inputs from all the Directors and was based on various criteria, including the composition and structure of the Board, effectiveness of Board processes, participation and contribution of Directors, quality of deliberations, transparency, adherence to good corporate governance practices and effectiveness of the functioning of the Board and its Committees.

The performance of the Committees was evaluated based on parameters including their composition, effectiveness of meetings, fulfilment of their terms of reference and the quality of recommendations made to the Board.

The performance of individual Directors was evaluated considering various parameters, including attendance and participation in Board and Committee meetings, knowledge and expertise, contribution to the strategic affairs of the Company, leadership qualities, independent judgement and overall contribution to the functioning of the Board.

29. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts/tribunals against the company impairing its going concern status and operations in future.

30. VIGIL MECHANISM

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company, pursuant to the provisions of Section 177 of the Companies Act, 2013, has framed "Whistle Blower Policy" for Directors and employees of the

Company for reporting genuine concerns or grievances or cases of actual or suspected fraud or violation of the

Company's code of conduct and ethics policy. The Whistleblower Policy of the Company is available on the Company's website at https://asstonpharmaceuticals.com/investors/

During the financial year 2025-26, No complaints were received by the Company.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

32. DEPOSITS

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

33. DETAILS PERTAINING TO REMUNERATION OF EACH DIRECTOR AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014.

The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) are annexed as Annexure-E to this Report.

34. STATUTORY AUDITOR

Due to the resignation of M/s Doshi Doshi & Co. (FRN: 153683W) as the Statutory Auditors of the Company with effect from 28th January, 2026, the Board of Directors appointed M/s Panchal S K & Associates, Peer Review Certificate No. 018089 and Firm Registration No. 145989W, as the Statutory Auditors of the Company with effect from 27th February, 2026, by way of Circular Resolution.

The appointment was subsequently approved by the shareholders at the Extraordinary General Meeting held on 28th April, 2026, for the financial year 2025-26.

The Company proposes to appoint M/s Panchal S K & Associates, Peer Review Certificate No. 018089 and Firm Registration No. 145989W, as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the ensuing 7th Annual General Meeting ("AGM") until the conclusion of the 12th AGM, subject to the approval of the shareholders at the ensuing AGM.

They have confirmed that they are not disqualified from continuing as auditors of the company. The Notes on the financial statements referred to in the Independent Auditor's Report are selfexplanatory. The Auditor's report does not contain any qualification, reservation, or adverse remark.

35. SECRETARIAL AUDITOR

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), M/s. Pragya & Associates, peer-reviewed Practising Company Secretaries, Indore, was appointed as Secretarial Auditor for a term of five consecutive years from the financial year 2025-26 up to FY 2029-30, by the shareholders in the previous AGM held on September 29, 2025.

M/s. Pragya & Associates, Practising Company Secretaries, will continue to act as Secretarial Auditors of the Company for the financial year 2026-27, being within the approved tenure.

The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure- F to this Report and does not contain any qualification, adverse remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013

36. INTERNAL AUDITOR

During the Financial Year 2025-26, the provisions relating to the appointment of an Internal Auditor under Section 138 of the Companies Act, 2013, read with the rules made thereunder, were applicable to the Company. Accordingly, the Company appointed M/s Yash A. Jain & Associates, Chartered Accountants, having Firm Registration No. 155952W, as the Internal Auditor of the Company for the Financial Year 2025-26.

37. COST AUDITOR

The provisions relating to maintenance of cost records and appointment of a Cost Auditor under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company, as the Company does not fall within the prescribed classes of companies or thresholds requiring maintenance of cost records and conduct of cost audit. Accordingly, the Company is not required to appoint a Cost Auditor or maintain cost records for the financial year under review.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

No frauds were reported by the Auditors under Sub Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made thereunder.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company is committed to provide a safe and conducive work environment to its employees. The Company's Prevention of Sexual Harassment policy is gender neutral encompassing the requirements of the 'The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made there under. The Said policy is made available on website https://asstonpharmaceuticals.com/investors/ The Company has constituted an Internal Complaints Committee to redress complaints received regarding sexual harassment. The details of the complaints of sexual harassment during the year under review are as below:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) Number of complaints disposed of during the year - NIL

(c) Number of cases pending for more than ninety days- NIL.

40. DISCLOSURE UNDER MATERNITY BENEFIT ACT,1961

The Company is committed to providing a safe, inclusive, and supportive workplace for its employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and extends all statutory benefits to eligible women employees in accordance with the applicable provisions of the Act.

During the year under review no women employee availed maternity leave/benefits.

41. THE 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

There is no proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

42. DIFFERENCE IN VALUATIONS DONE AT ONE TIME SETTLEMENT AND WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION

There was no instance of one-time settlement with any Bank or Financial Institution during the year under review.

43. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring that transactions are carried out with adequate authorisation and complying with defined Policies and Procedures. Such controls have been assessed during the year, based on the results no reportable material weakness in the design or operation of such controls was observed.

Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

44. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Your company did not figure in the top 1000 listed entities based on market capitalization as on 31st March, 2026 as per notification issued by Securities Exchange Board of India. Hence the requirement to furnish BRSR is not applicable to the company.

46. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, there was no requirement to alter any provision of the Memorandum of Association or Articles of Association of the Company. Accordingly, no amendment or modification was made to the objects, authorized share capital or any other clause of the Memorandum of Association, nor was any provision of the Articles of Association altered, substituted or deleted during the year.

Therefore, the existing Memorandum of Association and Articles of Association of the Company shall continue to remain unchanged, valid and in full force and effect.

47. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has implemented a familiarization programme for Independent Directors. This programme aims to acquaint them with their roles, rights, and responsibilities as Directors, as well as with the functioning of the Company, the nature of its industry, business model, and related matters.

All newly appointed Independent Directors undergo an orientation program designed to enhance their knowledge and skills. The Board members are provided with the necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board, Committees, on business and performance updates of the Company, business environment, business strategy and risks involved etc.

Updates on relevant statutory changes on important laws are periodically presented to the Board. Details of the familiarization programmes provided to Independent Directors are available on the Company's website

48. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are, inter alia, not applicable to listed entities which have listed their specified securities on the SME Exchange.

Since the equity shares of the Company are listed on the BSE SME Platform, the provisions relating to Corporate Governance are presently not applicable to the Company. Accordingly, the Corporate Governance Report does not form part of this Annual Report.

49. CODE OF CONDUCT

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in detail, the standards of business conduct, ethics and governance. Compliance with the same has been affirmed. Code of Conduct has also been posted on the Company's Website.

Declaration Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that it has obtained from all the Members of the Board and senior

management personnel, affirmations that they have complied with the code of conduct in respect of financial year ended on March 31, 2026. Annexure-G

ACKNOWLEDGEMENT

The Board extends its heartfelt appreciation to all employees for their unwavering dedication and hard work. Their commitment has been pivotal in delivering exceptional value to our customers and stakeholders, driving our growth and success in a competitive market environment. We also express our sincere gratitude to our suppliers, customers, and business associates for their ongoing collaboration and trust. Their partnership is instrumental in achieving our strategic objectives and sustaining our operational excellence.

We gratefully acknowledge the invaluable guidance and support from our Auditors, whose expertise and diligence ensure our adherence to the highest standards of governance and accountability.

Lastly, we extend our thanks to our investors, clients, banks, government agencies, regulatory authorities, and stock exchanges for their continued confidence and support in our journey towards sustainable growth and shareholder value creation.