Your Directors have pleasure in submitting their 23^rd Annual Report of the Company together
with the Audited Statementsof Accounts for the year ended 31^st March, 2026.

FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

BUSINESS OPERATION:

The year under the review is having higher turnover and profit by way of financial
performance, as company by earlier year. Your directors are expecting robust growth in near
future.

The Gross income from operations of your Company is Rs. 11,627.17/- (in Lacs) as against Rs.
8,880.54/- (in Lacs) in the previous year.

The Company has recorded a profit (PBT) of Rs. 410.50/- Lacs for the year ended March 31,
2026 as compared to Rs. 116.54/- Lacs in the previous financial year. The Profit/ (Loss) after
Tax (PAT) for the year ended March 31, 2026 stood at Rs. 304.61/- Lacs as compared to Rs.
85.78/- Lacs in the previous financial year.

DIVIDEND:

The Board of Directors’ do not recommend any dividend for the year under review as the
Directors wants to retain profit for the future expansion of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

AMOUNT TRANSFERRED TO RESERVES:

The Company has ploughed back its profits into the business and hence transferred the Current
Year’s Profit to reserves & Surplus Account.

ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of Company in
form MGT - 7 has been uploaded on the website of Company and web link of the same is
https://cbcpharma.com/invester/.

NUMBER OF BOARD MEETINGS/ GENERAL MEETING CONDUCTED DURING THE
YEAR

During the year ended March 31^st, 2026, the Board met 11 times. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”).
Required quorum was present throughout each meeting as per the requirement of the said Act, the
details of Board meetings are given below;

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of Section 177 of
the Companies Act,2013.

Composition of the Committee during F.Y. 2025-26:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Audit Committee meetings during F.Y. 2025-26:

During the year under review, the Company held 4 (Four) Audit Committee meeting on
29/05/2025, 05/09/2025, 13/11/2025, and 20/01/2026.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the
provisions of Section178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2025-26:

1. Pranav Hemant Bhagat, Wholetime Director (Chairperson);

2. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member);

3. Abha Praveen Doshi, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Nomination and Remuneration Committee meetings during F.Y. 2025-26:

During the year under review, the Company held 2 (Two) Nomination and Remuneration
Committee meeting on 29/05/2025 and 20/01/2026.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the
provisions of Section 178 of the Companies Act, 2013.

Composition of the Committee during F.Y. 2025-26:

1. Hemant Chandravadan Bhagat, Managing Director (Chairman);

2. Abha Praveen Doshi, Non-Executive, Independent Director (Member);

3. Ravindra Gajanan Awati, Non-Executive, Independent Director (Member) and

4. Rajni Dawani (Secretary)

Stakeholders Relationship Committee meetings during F.Y. 2025-26:

During the year under review, the Company held 2 (Two) Stakeholders Relationship
Committee meeting on 29/05/2025 and 13/11/2025.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“Act”).

Composition of the Committee:

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Director held on 20/01/2026.

DECLARATION OF THE INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors confirming
that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies
Act, 2013.

SHARE CAPITAL:

During the year under review, The Authorised Share Capital of the Company Remained at
Rs. 8,50,00,000.

During the year under review, The Paid-up Share Capital of the Company also Remained at
Rs.7,54,50,560.

DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of
our Company.

DIRECTORS’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
of Directors of thecompany confirms that-

a. In the preparation of the annual accounts for the year ended 31^st March, 2026,
the Company has followed the applicable accounting standards and there are no
material departures from the same.

b. Accounting policies were adopted and applied consistently and made judgments
and estimates thatare reasonable and prudent so as to give a true and fair view of
the affairs of the Company as at 31^st March, 2026 and of the Profit of the
Company for year ended on that date.

c. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act of
safeguarding the assets of the Company and for preventing/ detecting fraud and
irregularities have been taken.

d. The Directors have prepared Annual Accounts on a “Going Concern” basis.

e. They have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively;

f. 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.

PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees
and individual Directors. The entire Board carried out performance evaluation of each
Independent Director excluding the Independent Director being evaluated. The Nomination
Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance
of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non¬
Independent Directors, Chairman of the Board and the Board as a whole.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform
of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance
Report, Business Responsibility Report etc. are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSTS REPORT:

The Management Discussion and Analysis report has been separately furnished as
“Annexure - A” in the Annual Report and forms a part of the Annual Report.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013, the Company has adopted following
policies which are available on its website http://cbcpharma.com/

• Vigil Mechanism Policy

• Code for Independent Directors

• Nomination and Remuneration Policy (Attached below)

• Risk Management Policy

• Code of Conduct Director and Sr. Management

• Code of Conduct for prevention of Insider T rading

• Policy on Materiality of Related Party T ransactions

• Policy on Preservation and Archival of Documents

COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nominationand Remuneration Committee has devised Nomination and
Remuneration Policy relating to appointment of Key Managerial Personnel and Directors,
Directors qualifications, positive attributes, independence of Directors and their
remuneration and other related matters as provided under Section 178(3) of the Companies
Act, 2013.The brief abstract of the Policy is given below:

Policy Abstract:

I. The role of the Committee as per the Nomination & Remuneration Policy will
be as under:

• To formulate criteria for determining qualifications, positive attributes and
independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be
appointed in Senior Management in accordance with the criteria laid down in this
policy.

• T o carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior
Management.

• To recommend to the Board policy relating to remuneration for Directors, Key
Managerial Personneland Senior Management.

• T o devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and /
or enforced by any. Statutory notification, amendment or modification, as may be
applicable.

• To perform such other functions as may be necessary or appropriate for the

performance of its duties.

II. Policy for Appointment and Removal of Director, Key Managerial Personnel

and Senior Management:

a) The Committee shall identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP or
at Senior Management level and recommend his / her appointment, as per
Company’s Policy.

b) A person should possess adequate qualification, expertise and experience for
the position he / she is considered for appointment. The Committee has
authority to decide whether qualification, expertise and experience
possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as
Whole-time Director who has attained the age of seventy years. Provided
that the term of the person holding this position may be extended beyond the
age of seventy years with the approval of shareholders by passing a special
resolution.

III. Policy For Remuneration To Directors / KMP/ Senior Management Personnel:1) Remuneration to Managing Director /Whole-time Directors:

a) The Remuneration/Commission etc. to be paid to Managing Director /
Whole-time Directors,etc. shall be governed as per provisions of the Companies
Act, 2013 and rules made there under or any other enactment for the time being
enforce and the approval so obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such
recommendations to the Board of Directors as it may consider appropriate with
regard to remuneration to Managing Director /Whole-time Directors.

2) Remuneration to Non-Executive/ Independent Directors:

a) The Non-Executive /Independent Directors may receive sitting fees and such
other remuneration as permissible under the provisions of Companies Act, 2013.
The amount of sitting fees shall be such as may be recommended by the
Nomination and Remuneration Committee and approved by the Board of
Directors.

b) All the remuneration of the Non-Executive / Independent Directors (excluding
remuneration for attending meetings as prescribed under Section 197 (5) of the
Companies Act, 2013) shall be subject to ceiling/ limits as provided under
Companies Act, 2013 and rules made there under or any other enactment for the
time being in force. The amount of such remuneration shall be such as may be
recommended by the Nomination and Remuneration Committee and approved
by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall
not be eligible to participate in any share based payment schemes of the
Company.

d) Any remuneration paid to Non-Executive /Independent Directors for services
rendered which areof professional in nature shall not be considered as part of the
remuneration for the purposes of clause (b) above if the following conditions are
satisfied:

i) The Services are rendered by such Director in his capacity as the
Professional; and

ii) In the opinion of the Committee, the director possesses the requisite
qualification forthe practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and senior Management shall
consist of fixed pay and incentive pay, in compliance with the provisions of the
Companies Act, 2013 and inaccordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration, employer’s contribution to
Provident Fund, contribution to pension fund, pension schemes, etc. as decided
from time to time.

c) The Incentive pay shall be decided based on the balance between performance
of the Company and performance of the Key Managerial Personnel and
Senior Management, to be decided annually or at such intervals as may be
considered appropriate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars pertaining to Section 186 of Companies Act, 2013 relating to loans,
Guarantees and Investments are not applicable to the company. The disclosure of other
loans, guarantees and investments are made in financial statements of the company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In accordance with the provisions of Section 197 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required
disclosures pertaining to the remuneration of Directors and employees are provided in
Annexure- B to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All related party transactions that were entered during the financial year were on arm’s
length basis and were in the ordinary course of business. There are no significant related
party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest
of the Company at large.

Accordingly, there were no contracts or arrangements required to be reported under

Section 188(1) of the Companies Act, 2013. However, as a matter of good governance and
in compliance with applicable provisions, Form AOC-2 is attached to this Report as
Annexure - C, indicating that no such transactions took place.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of IndiacnBoard Meetings and Annual General Meetings.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and
on the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The
management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the
management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy:

Energy consumption of company is restricted to office and godown use of electricity.
Company has consciously installed energy saving air conditioners and replaced LED lights
with old tube lights and bulbs in all the premises.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The company does not use any imported technology and the company is not into field
of research and development and hence no major cost incurred during the period under
review.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

There was given below Foreign Exchange earnings and outgo during the financial year as
required by the Companies (Accounts) Rules, 2014.

Details of earnings in foreign exchange:

Details of expenditure in foreign exchange:

STATEMENTCONCERNING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to
ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,

event, financial, human, environment and statutory compliance.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY
ON TTS CORPORATE SOCTAL RESPONSIBILITY TNTTTATTVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as
on March 31, 2026. Hence, your Company is not required to adopt the CSR Policy or
constitute CSR Committee during the year under review.

DEPOSITS:

The company has not accepted / renewed any deposits during the year under review.
DIRECTORS:

The Board is duly constituted according to the provisions of the Companies Act.

The Directors on the Board have submitted notice of interest under Section 184(1),
intimation under Section 164(2) of the Companies Act, 2013 and declaration as to
compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Pranav Hemant Bhagat, Mr. Hemant
Chandravadan Bhagat, Mr. Ravindra Gajanan Awati, Ms. Prachi Pranav Bhagat and Ms.
Abha Praveen Doshi.

In accordance with the provisions of the Companies Act, 2013, and the Articles of
Association of the Company, Mr. Hemant Chandravadan Bhagat retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re¬
appointment.

As per the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company has appointed M/s. A Y &
COMPANY, Chartered Accountants (Firm Registration No. 020829C) as the Statutory
Auditor of your Company in AGM held on 30.09.2023 for a period of 5 years to hold office
till the conclusion of Annual General Meeting to be held in the year 2028.

The Company has received written confirmation to the effect that they are not disqualified
from acting as the Statutory Auditors of the Company in the terms of provisions of Section
139 and 141of the Act and rules framed there under.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by
the Management and relevant Board Committees including the Audit Committee, the
Board is of the opinion that the Company’s internal financial controls with reference to the
financial statements were adequate and effective during the F.Y. 2025-26.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on achievement of operational
and strategic goals, compliance with policies, procedure, applicable laws and regulations
and that all assets and resources are acquired economically, used efficiently and adequately
protected.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. Amit Dharmani & Associates, Company Secretaries, as
Secretarial Auditors for the F.Y. 2025-26. The Secretarial Audit Report for the financial
year ended March 31, 2026 is set out in “Annexure - D” to this Report.

COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and Rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor
to audit the cost records of the Company.

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in
their report for theyear under review.

B. Annual Report

There are no qualifications or reservation or adverse remarks made by the Auditors in
their report for theyear under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of
frauds committed in the Company by its Officers or Employees under Section 143(12) of
the Companies Act, 2013.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report 2025¬
26 is being sent through electronic mode to those Members whose email addresses are
registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2025-26 will also be available on the Company’s website http://cbcpharma.com/.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any
unethical or unacceptable business practice. A whistle-blowing mechanism not only helps
the Company in detection of fraud, but is also used as a corporate governance tool leading
to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company ensures
that genuine Whistle Blowers are accorded complete protection from any kind of unfair
treatment or victimization. The Whistle Blower Policy is disclosed on the website of the
Company at http://cbcpharma.com/.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the
Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or

Tribunals which impact the going concern status and Company’s operations in
future.

5. There were no instance of non-exercising of voting rights in respect of shares
purchased directly by theemployees under a scheme pursuant to Section 67(3) of the
Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014
and hence no information has been furnished.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year. Your Directors look forward to the
continued support of all stakeholders in the future.

For and on behalf ofCHANDRA BHAGAT PHARMA LIMITED
Sd/- Sd/-HEMANT C BHAGAT PRANAV HEMANT BHAGATMANAGING DIRECTOR WHOLETIME DIRn class="font1">HEMANT C BHAGAT PRANAV HEMANT BHAGATMANAGING DIRECTOR WHOLETIME DIRECTOR