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:
| Particulars |
STANDALONE |
CONSOLIDATED |
|
Year Ended 31st March 2026 |
Year Ended 31st March 2025 |
Year Ended 31st March 2026 |
Year Ended 31st March 2025 |
| Revenue from Operations |
11169.62 |
6051.52 |
13741.57 |
7699.07 |
| Other Income |
175.91 |
36.38 |
84.24 |
13.88 |
| Total Revenue |
11345.53 |
6087.90 |
13825.81 |
7712.95 |
| Less: Total Expense |
7694.16 |
4627.17 |
9136.85 |
5500.73 |
| Profit /loss before Exceptional items and Tax Expense |
3651.37 |
1460.73 |
4688.96 |
2212.22 |
| Add/(less): Exceptional items |
- |
- |
- |
- |
| Profit /loss before Tax Expense |
3651.37 |
1460.73 |
4688.96 |
2212.22 |
| Less: Tax Expense (Current & Deferred) |
969.36 |
369.72 |
1,259.31 |
561.75 |
| Profit /loss for the year after tax |
2682.01 |
1091.01 |
3429.65 |
1,650.47 |
| Other Comprehensive Income/loss |
- |
- |
- |
- |
| Add: Balance B/F from the previous Year |
- |
- |
- |
- |
| Balance Profit / (Loss) C/F to the next year |
2682.01 |
1091.01 |
3429.65 |
1,650.47 |
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:
| Particulars |
Standalone |
Consolidated |
| Revenue from Operations (Sales and Services) |
11,169.62 |
13,741.57 |
| Net Profit for the year |
2,682.01 |
3,429.65 |
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:
| Sr. no. Name of Director/ Key Managerial Personnel |
Designation |
| 1. Mr. Anupam Ghosh |
Managing Director |
| 2. Mr. Reshant Ghosh |
Whole-Time Director |
| 3. Mr. Lakhinder Singh |
Non-Executive Director |
| 4. Mr. Gaurav Kumar |
Independent Director |
| 5. Ms Nishi Goel |
Independent Director |
| 6. Ms. Sunita Naithani |
Chief Financial Officer |
| 7. Ms. Bhawna Bisht |
Company Secretary& Compliance Officer |
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:
| Sr. no. Name of Director/ Key Managerial Personnel |
Designation/Change in Designation |
Date of Event |
Nature of Change |
| 1. Mr. Amartya Ghosh |
Whole-Time Director (Additional ) |
22/10/2025 |
Appointment |
| 2. Ms. Sonia Ghosh |
Whole time Director |
29/10/2025 |
Resignation |
| 3. Ms. Nutan Agrawal |
Company Secretary and Compliance Officer |
30/11/2025 |
Resignation |
| 4. Ms. Bhawna Bisht |
Company Secretary and Compliance Officer |
01/12/2025 |
Appointment |
| 5. Mr. Amartya Ghosh |
Whole-Time Director (Additional ) |
12/02/2026 |
Retirement |
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:
| Sr. no |
Date of Board Meetings |
Total Strength of the Board |
Directors Present |
| 1. |
09/05/2025 |
6 |
4 |
| 2. |
09/06/2025 |
6 |
5 |
| 3. |
28/07/2025 |
6 |
5 |
| 4. |
08/08/2025 |
6 |
6 |
| 5. |
18/08/2025 |
6 |
6 |
| 6. |
21/08/2025 |
6 |
6 |
| 7. |
28/08/2025 |
6 |
6 |
| 8. |
28/08/2025 |
6 |
6 |
| 9. |
10/10/2025 |
6 |
5 |
| 10. |
13/11/2025 |
6 |
6 |
| 11. |
15/11/2025 |
6 |
6 |
| 12. |
22/11/2025 |
6 |
5 |
| 13 |
01/12/2025 |
6 |
5 |
| 14 |
30/12/2025 |
6 |
4 |
| 15 |
19/01/2026 |
6 |
5 |
| 16 |
10/02/2026 |
6 |
6 |
| 17 |
27/02/2026 |
5 |
4 |
21. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS
| Name of the Directors |
No. of Board Meetings Eligible to attend |
No. of Board Meetings attended |
| Mr. Anupam Ghosh |
17 |
17 |
| Ms. Sonia Ghosh |
9 |
9 |
| Mr. Reshant Ghosh |
17 |
17 |
| Mr. Amartya Ghosh |
7 |
7 |
| Mr. Lakhinder Singh |
17 |
15 |
| Mr. Gaurav Kumar |
17 |
14 |
| Ms Nishi Goel |
17 |
11 |
22. NUMBER OF MEETINGS OF THE SHAREHOLDER(S) HELD DURING THE FINANCIAL
YEAR 20252026
| S. no Type of Meeting |
Date of EGM/AGM Meetings |
No. of Shareholders attended meeting |
| 1. Extra-Ordinary General Meeting |
12.02.2026 |
13 |
| 2. Annual General Meeting |
16.08.2025 |
8 |
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:
| S. no. Name of Committee Member |
Nature of Directorship |
Chairman/ Member |
| 1. Mr. Gaurav Kumar |
Independent Director |
Chairman |
| 2. Ms. Nishi Goel |
Independent Director |
Member |
| 3. Mr. Lakhinder Singh |
Non-Executive Director |
Member |
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:
| Names of Members |
No. of Meetings eligible attend |
No. of Meetings attended |
| Mr. Gaurav Kumar |
5 |
5 |
| Ms. Nishi Goel |
5 |
5 |
| Mr. Lakhinder Singh |
5 |
4 |
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:
| S. no. Name of Committee Member |
Nature of Directorship |
Chairman/ Member |
| 1. Mr. Gaurav Kumar |
Independent Director |
Chairman |
| 2. Ms. Nishi Goel |
Independent Director |
Member |
| 3. Mr. Lakhinder Singh |
Non-Executive Director |
Member |
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:
| Names of Members |
No. of Meetings eligible attend |
No. of Meetings attended |
| Mr. Gaurav Kumar |
4 |
4 |
| Ms. Nishi Goel |
4 |
1 |
| Mr. Lakhinder Singh |
4 |
4 |
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: -
| S. no. Name of Committee Member |
Nature of Directorship |
Chairman/ Member |
| 1. Mr. Lakhinder Singh |
Non Executive Director |
Chairman |
| 2. Mr. Anupam Ghosh |
Executive Director (Managing Director) |
Member |
| 3. Mr. Reshant Ghosh |
Executive Director (Whole-Time Director) |
Member |
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:
| Names of Members |
No. of Meetings eligible attend |
No. of Meetings attended |
| Mr. Lakhinder Singh |
1 |
1 |
| Mr. Reshant Ghosh |
1 |
1 |
| Mr. Anupam Ghosh |
0 |
0 |
Changes in the composition of Stakeholders Relationship Committee
during the Financial Year 2025-26.
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: -
| S. no. Name of Committee Member |
Nature of Directorship |
Chairman/ Member |
| 1. Mr Anupam Ghosh |
Executive Director (Managing Director) |
Chairman |
| 2. Mr Reshant Ghosh |
Executive Director (Whole Time Director) |
Member |
| 3. Mr. Lakhinder Singh |
Non-Executive Director |
Member |
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:
| (a) The Steps taken or impact on conservation of Energy |
Effective energy management is a critical component of the
company's overall business strategy, influencing operational efficiency, cost control
and sustainability goals. Energy conservation continues to receive priority attention at
all levels. All efforts are made to conserve and optimize use of energy with continuous
monitoring, improvement in maintenance and distribution systems and through improved
operational techniques. |
| (b) The Steps taken by the Company for utilizing alternate
source of energy |
The Company is conscious of the need to reduce dependence on
conventional energy sources and is in the process of evaluating feasible options for
utilizing alternate sources of energy. The Company's Energy management strategy is
listed below: |
|
Optimise energy use |
|
Adaptation of new & emerging technologies, best
practices and digital initiatives |
|
Utilise low grade waste heat |
|
Reduce carbon intensity of energy used |
|
Optimise cost of energy |
| (c) The Capital Investment on energy conservation equipments |
Capital investments in energy conservation equipment are not
separately indicated as they are part of other substantive capital assets. |
ii. Technology Absorption:
| (a) The Efforts made towards technology absorption |
Updation of technology is a continuous process, absorption
implemented and adapted by The Company for innovation. |
| (b) The benefit derived like product improvement, cost
reduction, product development or import substitution |
The Company had been able to successfully indigenize the
tooling to a large extent and successfully developed new products by virtue of technology
absorption, adaption and innovation |
| (c) In case of Imported technology (imported during the last
three years reckoned from the beginning of the Financial Year) |
NA |
| (d) The expenditure incurred on Research and Development |
Rs. 285.46 Lakhs |
iii. Foreign Exchange Earnings/ Outgo:
| (a) Total Foreign exchange earned in terms of actual inflows
during the Financial Year |
Rs. 200.93 (in Lakhs) |
| (b) Total Foreign exchange earned in terms of actual outgo
during the Financial Year |
Rs. 19.90 (in Lakhs) |
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.
| Observation of the Secretarial Auditor |
Management/Board's Explanation |
| Delay in filing of Integrated Financial Statement (XBRL) for
the half year ended September 30, 2025 |
The Company had filed the PDF version of the Financial
Results for the half year ended September 2025 on November 13, 2025, within the prescribed
timeline. However, the submission of the Integrated Financial Statement in XBRL format was
made after the due date due to certain procedural issues during the XBRL preparation
process. The filing was subsequently completed on November 24, 2025. |
|
Further, the Company has taken necessary corrective measures
and implemented internal controls for timely compliance in future. |
| Delay in filing of Monitoring Agency Report for the half year
ended September 30, 2025 |
The Company submits that the Monitoring Agency Report for the
half year ended September 30, 2025 could not be filed within the stipulated timeline as
the Company was newly listed on September 01, 2025 and this was its first reporting under
the said requirement, which required additional time for collation, verification, and
reconciliation of data from internal departments with the relevant financial and
operational records, as well as coordination with the Monitoring Agency. The report has
since been duly submitted on November 24, 2025. |
|
The Company confirms that the delay was inadvertent and
procedural in nature. The Company has strengthened its internal monitoring mechanism to
ensure timely compliance with applicable regulatory requirements going forward. |
| Delay in filing of Statement of Deviation / Variation for the
half year ended September 30, 2025 |
The Company submits that the Statement of Deviation /
Variation for the half year ended September 30, 2025 could not be filed within the
prescribed timeline as the Company was newly listed in September 2025 and this was its
first reporting under the said requirement, which required additional time for collation,
verification, and reconciliation of information relating to fund utilisation and
monitoring of proceeds with the internal records and bank statements. The statement has
since been duly filed on November 24, 2025. |
|
The Company confirms that the lapse was inadvertent and
procedural in nature and has strengthened its internal compliance monitoring mechanism to
ensure adherence to applicable regulatory timelines in future. |
| Delay in filing disclosure of Related Party Transactions for
the half year ended September 30,2025 |
The disclosure of Related Party Transactions for the half
year ended September 30, 2025 was delayed due to compilation and verification of
transaction data and has since been duly filed. The delay was inadvertent, and the Company
has strengthened its compliance tracking mechanism. |
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:
| 1. Number of complaints of sexual harassment received in the
year |
0 |
| 2. Number of complaints disposed off during the year |
0 |
| 3. Number of cases pending for more than ninety days |
0 |
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.
|