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COHANCE LIFESCIENCES LTD.

09 October 2026 | 11:44

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE03QK01018 BSE Code / NSE Code 543064 / COHANCE Book Value (Rs.) 101.05 Face Value 1.00
Bookclosure 09/08/2024 52Week High 918 EPS 4.68 P/E 94.05
Market Cap. 16857.24 Cr. 52Week Low 267 P/BV / Div Yield (%) 4.36 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board is pleased to present its 8th Annual Report together with the audited standalone and consolidated financial statements
for the year ended 31st March 2026.

Financial highlights

D in Crores

Standalone

Consolidated

Particulars

Financial year

Financial year

Financial year

Financial year

1

2025-26

2024-25

2025-26

2024-25

Revenue from operations

2,030.50

2,504.43

2,268.55

2,608.50

Other income

44.73

64.84

34.09

69.21

Total income

2,075.23

2,569.27

2,302.64

2,677.71

Expenses

Operating expenditure

1,605.56

1,736.00

1,871.03

1,827.22

Depreciation and amortization expense

133.58

146.51

187.33

166.80

Total expenses

1,739.14

1,882.51

2,058.36

1,994.02

Profits before finance costs and tax

336.09

686.76

244.28

683.69

Finance costs

22.46

36.70

37.24

41.06

Profit before tax

313.63

650.06

207.04

642.63

Tax expense

84.92

158.88

56.92

158.39

Profit for the year

228.71

491.18

150.12

484.24

Net profit attributable to:
a) Shareholders of the Company

N.A.

N.A.

179.23

487.34

b) Non-controlling interest
Other Comprehensive Income

N.A.

N.A.

(29.11)

(3.10)

Items that will not be reclassified to profit or loss

2.05

0.44

96.78

8.58

Income tax relating to items that will not be
reclassified to profit or loss

(0.52)

(0.11)

(26.56)

(2.49)

Items that will be reclassified subsequently to profit
or loss

(7.43)

-

28.82

6.81

Total Other Comprehensive Income / (Loss) for the
year

(5.90)

0.33

99.04

12.90

Total Comprehensive Income for the year

222.81

491.51

249.16

497.14

Retained earnings - opening balance

2,739.59

2,248.08

2,084.25

2,246.14

Add: Comprehensive Income for the year
excluding cash flow hedge

230.24

491.51

180.81

487.51

Less: Dividend paid

-

-

-

-

Liability towards obligation to acquire non¬
controlling interest

-

-

2.26

(649.42)

Retained earnings - closing balance

2,969.83

2,739.59

2,267.32

2,084.25

Earnings per Share (EPS)

5.98

12.89

4.69

12.79

Note: Standalone figures for FY 2024-25 have been restated in view of merger of erstwhile Cohance Lifesciences Limited with the
Company effective from 1st May 2025.

Overview

During the financial year 2025-26, the Company recorded
standalone revenue from operations of C 2,030.50 crore
compared with C2,504.43 crore in FY2024-25. Standalone profit
after tax was C228.71 crore compared with C491.18 crore in the
previous year.

On a consolidated basis, revenue from operations was C2,268.55
crore compared with C2,608.50 crore, representing a decline
of 13.0%. Profit for the year was C 150.12 crore compared with
C484.24 crore in FY2024-25. Profit attributable to shareholders
of the Company was C179.23 crore.

FY2025-26 needs to be viewed in the context of a transition
year for the business. Performance was shaped by customer-led
inventory normalisation in two large commercial Pharma
CDMO products contributing nearly C260 crore, delays in
certain reloads and programme timelines, product-specific
softness in API , and the temporary disruption arising
from regulatory remediation at the Nacharam formulations
facility. Specialty Chemicals was also affected by programme
phasing and generic pricing pressure in parts of the portfolio.
Excluding the destocking impact in Pharma CDMO, the decline
in consolidated revenue was 3.5%, indicating that the wider
business remained relatively steady through these near-term
adjustments.

The combined CDMO businesses contributed 52% of
consolidated revenue, with Pharma CDMO contributing 39%
and Specialty Chemicals 13%, while API contributed 48%.
Pharma CDMO remains the Company's strategic growth
engine, supported by 10 Phase III molecules, RFQs inflows that
doubled during the year, and continued progress across small
molecules, ADCs and oligonucleotides. Customer engagement
also strengthened, alongside deeper capabilities across
business development, quality, regulatory, R&D and operations.
The Company's focus remains on deepening relationships with
existing customers, expanding its customer base and unlocking
cross-platform opportunities across its integrated capabilities.

The quality of the portfolio continued to be reflected in
gross margins, which improved by 209 basis points to 70.8%.
Adjusted EBITDA for the year was C477.5 crore, representing
a margin of 21.0%. The reduction from the previous year was
largely a consequence of the change in product mix, lower
operating leverage and the consolidation of NJ Bio and Sapala
Organics while these platforms continue to scale. The Company
also continued to invest in leadership, customer-facing
teams, technical capabilities and execution infrastructure.
The standalone-adjusted EBITDA margin of 24.6% provides a
clearer reflection of the earnings profile of the core operations.

Importantly, the Company managed the transition while
preserving balance sheet strength and financial flexibility.

Free cash flow of C173.0 crore was generated during the year,
while capital expenditure of C215.4 crore was directed towards
the oligonucleotide facility at Nacharam, capacity expansion
at Suryapet and high-containment capability upgrades. As at
31 March 2026, cash and liquid investments stood at C322.4
crore, gross borrowings were C169.7 crore and the Company
remained net cash positive at C152.7 crore.

Merger of erstwhile Cohance Lifesciences Limited
with and into Suven Pharmaceuticals Limited

Pursuant to the Scheme of Amalgamation sanctioned by
the Hon'ble NCLT, Mumbai Bench on March 27, 2025, the
Amalgamation of erstwhile Cohance Lifesciences Limited
(Transferor Company) with the Company became effective on
151 May 2025. Accordingly, the amalgamation was implemented
with effect from the Appointed Date and Effective Date of
1st May 2025.

Change of name of the Company

The Company's name was changed from "Suven Pharmaceuticals
Limited" to "Cohance Lifesciences Limited" with effect from
7th May 2025, pursuant to the Scheme of Amalgamation and
approval of the Ministry of Corporate Affairs.

Dividend

The Board of Directors of the Company has not recommended
any dividend for the year ended 31st March 2026.

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Dividend Distribution Policy of the
Company is available on its website and can be accessed at
https://www.cohance.com/wp-content/uploads/2025/06/
dividend-distribution-policy.pdf

Transfer to Reserves

The Board of Directors has not proposed transferring any amount
to the general reserve for the year ended 31st March 2026.

Share Capital

During the year under review, pursuant to the Scheme of
Amalgamation, the authorized share capital of the Company
has been increased from C40.00 Crore to C3,533.54 Crore
comprising 35,33,53,69,300 equity shares of C1 each, effective
from 1st May 2025.

During the year under review, pursuant to the Scheme of
Amalgamation, the Company allotted 12,80,02,184 equity
shares of C1 each on 9th May 2025 to the shareholders of the
Transferor Company. The said shares were subsequently
admitted for listing and trading on the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE).

As on 31st March 2026, the paid-up equity share capital of
the Company stood at C38.26 Crore, comprising 38,25,67,140
equity shares of C1 each.

Public deposits

The Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013 (the "Act").

Subsidiary and Associates

The Company has the following subsidiary and associate
companies:

a) Cohance Lifesciences, Inc. (formerly, Suven Pharma, Inc.),
New Jersey, USA - a wholly owned subsidiary ("WOS") of
the Company.

b) Sapala Organics Private Limited, India - a subsidiary of
the Company.

c) NJ Bio Inc, New Jersey, USA - a subsidiary of the Company.

d) NJBIO India Pharmaceutical Private Limited, India - a
WOS of NJ Bio Inc and a step-down WOS of the Company.

e) NJ Biotherapeutics, LLC, New Jersey, USA - a WOS of NJ
Bio Inc and a step-down WOS of the Company.

f) Aruka Bio Inc, New Jersey, USA - an Associate Company
of NJ Bio Inc and a step-down associate company of
the Company.

Section 129(3) of the Act requires a company having
subsidiaries or associates to prepare consolidated financial
statements and provide a statement containing the
salient features of the financial statements of such entities.
Accordingly, the consolidated financial statements of the
Company, its subsidiaries and associate, prepared in accordance
with Ind AS 110 and the Companies (Indian Accounting
Standards) Rules, 2015, form part of this Annual Report.
A statement containing the salient features of the financial
statements of the subsidiary and associate entities in Form
AOC-1 is annexed to this Report as Annexure A. The AOC-1 also
provides details of the financial performance and position of
each subsidiary and associate entity.

In accordance with Section 136 of the Act, the audited financial
statements and related information of the Company and its
subsidiaries, wherever applicable, are available on Company's
website at https://www.cohance.com/financial-info/. These are
available for inspection during business hours at the Corporate
Office of the Company.

Change in the nature of business, if any

During the year, there was no change in the nature of business
of the Company. Further, there was no change in the nature of
business carried on by its subsidiaries. Further, information on

the Company's business outlook and state of affairs is discussed
in detail in the Management Discussion & Analysis section
forming part of this Annual Report.

Material changes and commitments affecting the
financial position of the Company

Except for the changes in directors and key managerial
personnel disclosed in this Report, there have been no material
changes and commitments affecting the financial position of
the Company which have occurred between the end of the
financial year to which the financial statements relate and the
date of this report.

Significant/ material orders passed by courts/
regulators/ tribunals

During the year under review, there were no significant or
material orders passed by the courts or regulators or tribunals
impacting the going concern status and operations of the
Company in the future.

Board of Directors and Key Managerial Personnel

The Board of Directors consists of an appropriate mix of
executive, non-executive and independent directors to maintain
the independence of the Board. As of 31st March 2026, the Board
has ten (10) members, consisting of two (2) Executive Directors,
three (3) Non-Executive Directors and five (5) Independent
Directors. One Independent Director and one Non-Executive
Director on the Board are women directors. The details of
Board and committee composition, tenure of directors, areas
of expertise and other details are given in the Corporate
Governance Report that forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the year under review, the following changes occurred
in directorship and Key Managerial Personnel (KMP) of
the Company:

a. Dr. Sudhir Kumar Singh resigned as the Chief Executive
Officer (KMP) of the Company w.e.f. 31st July 2025.

b. Dr. V Prasada Raju (DIN: 07267366) resigned as the
Managing Director (KMP) of the Company w.e.f.
28th October 2025.

c. Mr. Himanshu Agarwal (DIN:06672915), Chief Financial
Officer (KMP) of the Company has been appointed
as Whole-time Director for a period of five (5) years
w.e.f. 29th October 2025. Further, his appointment as
Whole-time Director has been approved by the Members
of the Company through postal ballot process on
22nd January 2026.

d. Mr. Kundan Kumar Jha resigned as the Company Secretary
and Compliance Officer (KMP) of the Company w.e.f.
4th February 2026.

Subsequent to the close of the financial year and up to the
date of this Report, the following changes occurred in the
directorship and KMP of the Company:

a. Mr. Sisir K Mishra has been appointed as the Company
Secretary and Compliance Officer (KMP) of the Company
w.e.f. 9th April 2026.

b. Mr. Vivek Sharma (DIN: 08559495) resigned from his
position as Director and Executive Chairman (KMP) of the
Company w.e.f. 30th April 2026.

c. Mr. Umang Vohra (DIN: 02296740) has been appointed
as Chairman (KMP) of the Company w.e.f. 1st May 2026,
and Group Chief Executive Officer of the Company
w.e.f. 20th May 2026. Further, his appointment has been
approved by the Members of the Company through postal
ballot process on 13th June 2026.

d. Mr. Himanshu Agarwal (DIN:06672915) has tendered his
resignation from the position of Whole-time Director
and Chief Financial Officer (KMP) of the Company on
17th June 2026 and will be relieved from duties w.e.f.
the close of business hours on 13th September 2026.

The Company has the following Key Managerial Personnel
in terms of Section 2(51) and 203 of the Act as on the date of
this report:

Sl

Name

Designation

1

Mr. Umang Vohra

Chairman and Group CEO

2

Mr. Himanshu Agarwal

Whole-time Director and Chief
Financial Officer

3

Mr. Sisir K Mishra

Company Secretary and
Compliance Officer

Retirement by Rotation

During the year, the Members of the Company at its Annual
General Meeting ("AGM") held on 19th September 2025,
approved the re-appointment of Dr. V Prasada Raju, a director
liable to retire by rotation, designated as Managing Director of
the Company.

Ms. Shweta Jalan (DIN: 00291675), Non-executive Director, is
liable to retire by rotation at the ensuing AGM and is eligible
for re-appointment. The brief profile of the director seeking
re-appointment at the ensuing AGM has been included in the
Notice convening the AGM of the Company forming part of
this Annual Report.

Declaration by Independent Directors

All independent directors of the Company have submitted
declarations confirming the criteria of independence as
provided in Section 149 of the Act and have confirmed
compliance of Rule 6(3) of the Companies (Appointment and

Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b)
of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess
the integrity, expertise, and experience, including proficiency,
required to be Independent Directors of the Company.
They fulfill the conditions of independence as specified in
the Act and the SEBI Listing Regulations and are independent
of management. They have also complied with the Code for
Independent Directors as prescribed in Schedule IV of the Act.

Number of meetings of the Board and Audit Committee

During the year under review, eleven (11) Board meetings and
nine (9) Audit Committee meetings were held. The intervening
gap between the meetings was within the period prescribed
under the Act and the SEBI Listing Regulations.

The details of these meetings are given in the Corporate
Governance Report, which forms part of this Annual Report.
Apart from Board meetings, Board Strategy session was also
held to deliberate on the strategic matters.

Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the Act
and Regulation 25(3) of the SEBI Listing Regulations, a
separate meeting of the Independent Directors was held on
13th March 2026. Further details are mentioned in the Corporate
Governance Report forming part of this Annual Report.

Committees of the Board

The Board has the following statutory committees, as on
31st March 2026:

a. Audit Committee;

b. Stakeholders' Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The recommendations made by the Board committees,
including the Audit Committee, were accepted by the Board.
The details of the above Committees are given in the Corporate
Governance Report forming part of this Annual Report.

Directors' Responsibility Statement

In terms of Section 134 of the Act, the Directors of the Company
state that:

a. The applicable accounting standards have been followed
in preparing the Annual Accounts and there were no
material departures;

b. Such accounting policies have been selected and applied
consistently and judgments and estimates made when

required that are reasonable and prudent to give a true
and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company
for that period;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going
concern basis;

e. Proper internal financial controls were in place to be
followed by the Company, and the financial controls were
adequate and were operating effectively;

f. Proper systems were devised to ensure compliance with
the provisions of all applicable laws and that such systems
are adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Act and as per the SEBI
Listing Regulations, the Board has carried out performance
evaluation of its own performance, the directors (including
Chairman) individually as well as the evaluation of the working
of its committees. The outcome of performance evaluation
was reviewed by the Board and found to be satisfactory.
Further, details of Board evaluation are given in the Corporate
Governance Report forming part of this Annual Report.

Policy on directors' appointment and remuneration

Appointments of directors on the Board are based on
a combination of criteria that include ethics, personal
and professional stature, domain expertise, diversity and
qualifications required for the position. For appointment of
an Independent Director, the independence criteria defined in
Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI
Listing Regulations are also considered.

Our executive compensation supports attracting talented
individuals from within and across industries drawing from
a diverse pool of global talent as well as motivating and
encouraging continuity of relevant leaders who advance
our critical business objectives and promote the creation
of shareholder value over the long-term. The executive
compensation is divided into three principal components,
i.e. base salary, short-term performance pay and long-term
incentives. Competitive market for executives and
compensation levels of the comparable companies are taken
into account before making decisions with respect to each
element of compensation.

Executive compensation is reviewed annually and is based
on Company's performance and individual performance.
Pay practices in companies of similar size at similar role are
also considered while reviewing compensation annually.
Benchmarking of remuneration is also being done to ascertain
competitiveness of the remuneration for the similar role in peer
companies.

The policy of the Company on directors' appointment
and remuneration, as required under Section 178(3) of
the Act, is available on the website of the Company at
https://www.cohance.com/wp-content/uploads/2025/06/
Remuneration_Policy.pdf.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, forms part of this Board's
Report as Annexure - B.

Corporate Social Responsibility

In compliance with Section 135 of the Act, read with the
Companies (Corporate Social Responsibility Policy) Rules 2014,
the Corporate Social Responsibility ("CSR") Committee of the
Board of Directors of the Company oversees and monitors the
CSR activities of the Company. The Board has adopted a CSR
policy, based on the recommendation of the said Committee,
that provides guiding principles for selection, implementation
and monitoring of the CSR activities and formulation of the
CSR annual action plan. The focus areas for CSR activities are
primarily on education, healthcare and livelihood. During the
year, the Committee monitored the CSR activities undertaken
by the Company, including the expenditure incurred thereon.
The CSR Policy, Committee Composition and CSR programs
details are available on the Company's website at https://
www.cohance.com/corporate-social-responsibility/.

The Annual Report on CSR Activities forms part of the Board's
Report and annexed as Annexure - C.

Particulars of Employees

Disclosures pertaining 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, are attached as Annexure - D to the
Board's Report.

In terms of Section 197(12) of the Act, read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing
remuneration in excess of limits set out in the said rules forms

part of the Annual Report. However, considering the provisions
of Section 136 of the Act, the Annual Report, excluding the
aforesaid information, is being sent to the members of the
Company and others entitled thereto. The said information is
available for inspection at the registered office of the Company
or through electronic mode, during business hours on working
days up to the date of the forthcoming 8th AGM, by members.
Any member interested in obtaining a copy thereof may write
to the Company Secretary in this regard.

Particulars of loans, guarantees or investments

Details of investments/ loans/ guarantees/ securities covered
under Section 186 of the Act are provided in note no. 9 & 16.
to the standalone financial statements, forming part of this
Annual Report. Apart from this, the Company has not given
any other loans, investments, guarantees, or securities
during the year.

Related Party Transactions

All contracts, arrangements and transactions entered by
the Company with related parties during the financial year
2025-26 were in the ordinary course of business and on an arm's
length basis.

During the year, the Company did not enter into any transaction,
contract or arrangement with related parties, that could be
considered material in accordance with Section 188 of the
Act, the SEBI Listing Regulations and the Company's Policy
on Related Party Transactions. Accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable.
Details of the related party transactions as per Ind AS 24 have
been provided in note no. 35(b) of the standalone financial
statements forms part of this Annual Report.

The policy on Materiality of Related Party Transactions and
Dealing with Related Party Transactions is available on the
website of the Company at https://www.cohance.com/
wp-content/uploads/2025/06/Policy-on-materiality-of-
RPT-and-dealing-with-RPT.pdf. The Policy intends to ensure
proper identification of related parties and related party
transactions, their reporting, approval and disclosure.

All related party transactions and subsequent modifications are
placed before the Audit Committee for review and approval.

Internal financial control systems and their adequacy

The Company has laid down set of standards which enables to
implement internal financial control across the organization and
ensure that the same are adequate and operating effectively:
(1) to provide reasonable assurances that: transactions are
executed in conformity with generally accepted accounting
principles/ standards or any other criteria applicable to such
statements, (2) to maintain accountability for assets; access
to assets is permitted only in accordance with management's

general or specific authorization and the maintenance of
records that are in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the company;
and (3) Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the assets that could have a material effect on the financial
statements. The Audit Committee of the Board reviews the
reports submitted by the independent internal auditors and
monitors the functioning of the system.

Further, the Statutory Auditors and the Internal Auditors
have confirmed that there were no material weaknesses in
the Company's internal financial controls during the year.
The adequacy and effectiveness of the internal controls
framework have also been discussed in detail in the Management
Discussion and Analysis section of this Annual Report.

Enterprise Risk Management

The Risk Management Committee of the Board of Directors
of the Company has been entrusted with the responsibility
of overseeing various organizational risks. The Corporate
Governance Report, which forms part of this Report, contains
the details of the Risk Management Committee of the Company.
The Risk Management Committee assesses the adequacy of
mitigation plans to address such risks. The Board also approved
a risk management policy to serve as guidance for addressing
the various risks and their mitigation. In addition, the Company
periodically conducts safety and preventive audits in plants and
ensures that necessary safeguards are in place to protect the
interest of the Company against all the probable risks associated
with the Company.

Vigil Mechanism/ Whistle-Blower Policy

The Company promotes ethical behavior in all its business
activities. Towards this, the Company has adopted a
Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Whistle Blower
Policy is explained in the Corporate Governance Report and also
posted on the website of the Company at https://www.cohance.
com/wp-content/uploads/2025/11/Whistle-Blower-Policy.pdf

Employee Stock Option Scheme

The members of the Company through postal ballot process
have approved Employee Stock Option Plan (ESOP) 2023 on
13th February 2024 to grant share-based incentives to eligible
employees of the Company and its subsidiaries under the ESOP
2023. In terms of the scheme, maximum of 1,25,00,000 options
can be granted to the eligible employees of the Company and
its subsidiaries.

1

Grants made in FY 2025-26

86,04,004

2

No. of options lapsed during FY 2025-26

25,78,757

3

Outstanding ESOP as on 31st March 2026

98,36,446

The Scheme is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
The details of Company's stock option Scheme as required under
Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, is available on the Company's
website at https://www.cohance.com/disclosure-under-reg-46-
of-sebi-lodr/.

The compliance certificate confirming that the Employee Stock
Option Plan 2023 is in compliance of the applicable provisions
of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, has been received from Makarand M. Joshi &
Co., Company Secretaries, Secretarial Auditors of the Company
for the year under review.

The options details also form part of note no. 61 of the notes to
accounts of the standalone financial statements.

Subsequent to the close of the financial year, the members of
the Company, through postal ballot on 13 June 2026, approved
the Employee Stock Option Plan 2026 ('ESOP 2026') to grant
share-based incentives upto 2,59,18,613 options to the eligible
employees of the Company and its subsidiaries.

Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act and
the Rules framed thereunder the Company at its 6th AGM
held on 9th August 2024 has appointed Walker Chandiok
& Co LLP, Chartered Accountants (Firm Registration No.
001076N/ N500013) as the statutory auditors of the Company
for a period of 5 years from the conclusion of 6th AGM till the
conclusion of the 11th AGM to be held in the year 2029.

There is no qualification, reservation, adverse remark or
disclaimer by the Statutory Auditors in their report. The Auditors
report is enclosed with the financial statements and forms part
of this Annual Report.

During the year, the Statutory Auditors made a report to the
Audit Committee under Section 143(12) of the Act read with
Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014
regarding a suspected fraud identified through a whistleblower
complaint. The Company conducted a detailed investigation
into the matter. The Audit Committee and the Board have
been periodically apprised of the developments, and necessary
measures have been implemented to strengthen the internal
control environment. The matter did not have any material
impact on the financial statements and appropriate corrective
actions have been implemented.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company at its 7th AGM held on

19th September 2025 has appointed Makarand M. Joshi & Co.,
Company Secretaries, as Secretarial Auditor of the Company for
a period of 5 years from the financial year 2025-26 till financial
year 2029-30.

The Secretarial Audit Report received from Makarand M. Joshi &
Co., Company Secretaries, Secretarial Auditor of the Company
for the financial year 2025-26 forms part of this Annual Report
and marked as Annexure - E to this Report. The Secretarial Audit
Report does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

Cost Records and Audit

During the year under review, in terms of Section 148 of the
Act read with the Cost (Records and Audit) Rules, 2014, as
amended from time to time, the requirement for Cost Audit is
not applicable to the Company, based on the export turnover
criteria prescribed under the said Rules. However, the Company
is maintaining such accounts and records as specified by the
Central Government and as applicable to the Company under
Section 148(1) of the Act read with the Rules.

Annual Return

The Annual Return of the Company as on 31st March 2026, in
terms of the provisions of Section 92(3) read with Section 134(3)
(a) of the Act, is available on the website of the Company at
https://www.cohance.com/wp-content/uploads/2026/08/
Annual-Return_2026.pdf

Corporate Governance

A detailed Report on Corporate Governance in compliance
with the provisions of SEBI Listing Regulations together with
a certificate received from the practicing Company Secretary
confirming the compliance of conditions of corporate
governance form part of this Annual Report.

Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the SEBI
Listing Regulations, forms part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report along
with BRSR Core and reasonable assurance statement issued by
Sustainability Actions (P) Ltd, as required under the SEBI Listing
Regulations, describing the initiatives taken by the Company
from an Environment, Social and Governance (ESG) perspective
forms part of this Annual Report and is available on the website
of the Company at https://www.cohance.com/financial-info/.

Transfer of unclaimed/ unpaid dividend amounts
to the IEPF

In compliance with the provisions of Section 125 of the Act,
during the year the Company has transferred the unpaid/
unclaimed dividend of C6,19,168 pertaining to the financial
year 2018-19, which remained unclaimed/unpaid for seven
(7) years, to the Investors Education and Protection Fund
("IEPF"). Further, 72,367 shares on which dividends remained
unclaimed or unpaid for a consecutive period of seven years
were transferred to IEPF during the FY 2025-26 pursuant to the
provisions of the Act, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016.

WTD & CFO Certificate

In accordance with the provisions of Regulation 17(8) of the
SEBI Listing Regulations, certificate of the Whole-time Director
and Chief Financial Officer of the Company in relation to the
Financial Statements for the year ended 31st March 2026 forms
part of this Annual Report.

Disclosure in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee
as specified under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Further, number of cases received and disposed during the
year, as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, have been

provided in point no. k) of other disclosure in the Corporate
Governance Report.

Other disclosures

Pursuant to the provisions of the Companies (Accounts) Rules,
2014, the Company affirms that for the financial year ended on
31st March 2026:

a. There were no proceedings, filed or pending against the
Company, under the Insolvency and Bankruptcy Code,
2016, before the National Company Law Tribunal or any
other court.

b. There was no instance of one-time settlement with any
bank or financial institution.

c. The Company has complied with the provisions of the
Maternity Benefits Act, 1961.

Acknowledgements

The Board wishes to place on record their gratitude to all
the stakeholders for the confidence reposed by them and
thank all the shareholders, customers, dealers, suppliers and
other business associates for contributing to the Company's
growth. The Board acknowledges the support extended by the
government, government agencies, analysts, bankers, media,
customers, business partners and investors at large. The Board
also wishes to place on record their appreciation for the
dedication and valuable services rendered by the employees
and workers at all levels of the Company.

For and on behalf of the Board of Directors

Himanshu Agarwal Pankaj Patwari

Place: Mumbai Whole-time Director & CFO Director

Date: August 5, 2026 DIN: 06672915 DIN: 08206620