The Board of Directors hereby submits the report of the business and operations of “Speciality Medicines Limited
(“the Company”), along with the audited financial statements, for the financial year ended March 31,2025.

CORPORATE OVERVIEW

Speciality Medicines Limited was originally incorporated as “Speciality Medicines Private Limited” as a Private
Limited Company, under the provisions of the Companies Act, 2013. Later on, pursuant to a special resolution
passed by our Shareholders in the Extra-Ordinary General Meeting held on April 04, 2024, our Company was
converted from a private limited company to public limited company and consequently, the name of our Company
was changed from “Speciality Medicines Private Limited” to “Speciality Medicines Limited”.

Our company is engaged in marketing & distribution of finished formulations of Specialty pharmaceuticals - high-cost
oral or injectable medications used to treat complex chronic conditions in Domestic as well as International Market.
Having cultivated strong and dependable customer relationships in Specialty pharmaceuticals, we have, through our
distributions, established good repo with our customers spreading across more than 20 states of India and more
than 35 countries all over the worlds. Our mission is to enhance patient care by supplying high-quality, innovative
medicines that address unmet medical needs. With a strong commitment to excellence, we aim to make a positive
impact on the lives of patients worldwide.

Our Company is majorly engrossed in the Specialty pharmaceuticals business involving marketing, trading and
distribution of wide range of Specialty pharmaceuticals finished formulations and products. Depending upon business
requirements, we procured the products from existing manufacturers based in India.

FINANCIAL YEAR 2024-25 AT GLANCE

Financial Highlights Amount in Lakhs

FINANCIAL PERFORMANCE:

During the year under review, the revenue from operation of the Company was stood at INR 5827.14 Lakhs as
against that of INR 2752.48 Lakhs for previous year.

Profit before Tax for the financial year 2024-25 stood at INR 869.00 Lakhs as against Profit before Tax of INR 402.17
Lakhs making the net profit of INR 719.62 Lakhs for the financial year 2024-25 as against the net profit of INR 405.14
Lakhs for the financial year 2023-24.

The Board expects a growth in the Revenue from operations and ultimately an increase in the Net Profit over the
upcoming years.

SHARE CAPITAL:

During the year under review, following changes were carried out in the share capital of the Company:

Authorized Capital

During the year under review, the Authorized Share Capital of the company was increased from Rupees

6.00. 00.000/- divided into 60,00,000 Equity Shares of Rupees 10/- each to Rupees 11,00,00,000/- divided into

1.10.00. 000 Equity Shares of Rupees 10/- each vide Special Resolution passed by the Members at their Extra¬
Ordinary General Meeting held on June 29, 2024.

The Authorized share Capital of the Company, as on the date of this report is Rupees 11,00,00,000/- divided into

1.10.00. 000 Equity Shares of Rupees 10/- each.

Issued, Subscribed & Paid-up Capital

During the financial year 2024-25,

• Vide Special Resolutions passed by the Members at their respective Extra Ordinary General Meeting held on
April 26, 2024, the Company has allotted total 33,967 Equity shares to identified Investor, on Preferential Basis,
at an Issue Price of INR 94.00 per Equity Shares as on May 25, 2024.

• Vide Special Resolutions passed by the Members at their respective Extra Ordinary General Meeting held on
June 29, 2024, the Company has further allotted total 12,85,000 Equity shares to identified Investor, on
Preferential Basis upon Conversion of Loans, at an Issue Price of INR 50.00 per Equity Shares as on July 03,
2024.

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was INR
6,43,57,960.00 divided into 6435796 Equity Shares of INR 10.00 each.

There were no other changes took place in the Issued, Subscribed & Paid-up share Capital of the Company during
the period beginning from closure of financial year 2024-25 to till the date of this report.

The required disclosures with respect to the allotment of equity during the under review till the date of this
report:

CONVERSION OF THE COMPANY

During the year under review, pursuant to special resolutions passed by the Members of the Company, in their Extra¬
Ordinary General Meeting held on April 04, 2024, members decided to convert the Company from “Private Limited”
to “Public Limited”. The application was submitted to the Registrar of Companies, Ahmedabad and Registrar has
vide their Certificate dated June 25, 2024 issued new certificate of incorporation consequent to conversion of the
Company from “Private Limited” to “Public Limited”.

DIVIDEND

With view to save the profit for future expansion purpose, the Board of Directors regret to recommend any dividend
(Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your directors do not propose to transfer any amount to the General Reserves. The Board of Directors of the
Company have decided to carry the entire amount of Net profit to the Balance Sheet.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business and continues to be in the same line of business as
per the main object of the Company.

REGISTERED OFFICE OF THE COMPANY:

During the year under review, the board in their meeting held on April 16, 2024, shift the registered office of the
Company from ‘H-401, Silver Stroke Apartment Govt Tube Well Ni Gali, Village-Bopal, Ta-Daskroi, Ahmedabad,
Gujarat 380058, India’ to ‘913, One World West, S. No. 396, FP 119, Village: Vejalpur, Ahmedabad, Gujarat 380051,
India’ with effect from April 16, 2024.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). None of the Directors
of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public
companies in which they are Director. The necessary disclosures regarding Committee positions have been made
by all the Directors.

The Board of the Company comprises five Directors out of which two are Promoter Executive Directors and one is
Professional Non-Executive Non-Independent Director and two are Non-Executive Independent Directors.

As on the date of this report, The Board comprise following Directors;

^A Committee includes Audit Committee and Shareholders’ Grievances Committee across all Public Companies.
~ Excluding Foreign Companies, Section 8 Companies & struck off Companies.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation
under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2)
of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the
approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on
various business policies, strategies and other businesses. The Board meetings are generally held at corporate office
of the Company and few meetings are held at registered office of the Company.

During the year under review, Board of Directors of the Company met 31 (Thirty-one) times, viz April 04, 2024, April
06, 2024, April 16, 2024, April 22, 2024, April 25, 2024, May 25, 2024, June 01,2024, June 24, 2024, June 26, 2024,
June 27, 2024, June 28, 2024, July 01,2024, July 03, 2024, July 05, 2024, July 08, 2024, July 26, 2024, August 02,
2024, August 08, 2024, August 10, 2024, August 12, 2024, August 13, 2024, August 14, 2024, August 26, 2024,
September 02, 2024, October 22, 2024, November 12, 2024, December 06, 2024, December 09, 2024, February
03, 2025, February 18, 2025 and March 31,2025. The gap between two consecutive meetings was not more than
one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

$ Mrs. Vaishali Hareshbhai Patel Appointed as Additional (Non-Executive) Director of our Company as on March 07,
2024 and resigned as Additional (Non-Executive Director) of the Company w.e.f. July 01,2024.

# Mr. Bhaveshkumar Savani was Appointed as Additional (Non-Executive) Director of our Company as on June 28,
2024. Thereafter, pursuant to the approval of members in the Extra Ordinary General Meeting held on July 26, 2024,
he was regularized and appointed as a Non-Executive Director of the Company w.e.f. July 26, 2024.

* Mr. Chandresh M Unagar and Mrs. Archana Bhayani was appointed as an Additional Independent Director of the
Company with effect from June 01, 2024. Thereafter, pursuant to the approval of members in the Extra Ordinary
General Meeting held on June 25, 2024, they were regularized and appointed as an Independent Director of the
Company for a period of five years w.e.f. June 01,2024.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the
Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors,
all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies
Act, 2013 and rules made there under and they are Independent of Management. Further, both the Independent
Directors of the Company had registered themselves in the Independent Directors’ Data Bank.

A separate meeting of Independent Directors was held on March 31, 2025 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment
of quality, quantity and timeliness of flow of information between Company management and Board that is
necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company at https://www.specialitymedicine.com/investors/.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of
Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies
Act, 2013 for financial year 2024-25. The Board of Directors of the Company has taken on record the said
declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the
veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are
independent of the Management. In the opinion of the Board, the Independent Directors possess the requisite
expertise and experience and are persons of high integrity and repute. All the Independent Directors have confirmed
that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs. None of Independent Directors have resigned during the year.

Information on Directorate

During the financial year, following changes took place in the constitution of the Board of Directors;

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.
Bhaveshkumar Savani, Non-Executive Director of the Company retires by rotation at the ensuing annual general
meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of
Directors recommend his re-appointment as such on the Board.

The relevant details, as required under Secretarial Standards-II issued by ICSI, of the person seeking re-appointment
as Director is annexed to the Notice convening the Annual General Meeting.

Key Managerial Personnel

During the year under review, following changes took place in the constitution of the Key Managerial Personnel.

Post closure of financial year 2024-25, following changes took place in the constitution of the Key Managerial
Personnel.

As on date of this report, the Company has Mr. Mr. Parthkumar Goyani as Chairman and Managing Director of the
Company, Mr. Sumit Goyani as Whole-Time Director of the Company, Mr. Kalpesh Pipaliya as Chief Financial Officer
of the Company and Ms. Anita Kumawat as Company Secretary and Compliance Officer who are acting as Key
Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the
basis of the criteria such as the board composition and structure, effectiveness of board processes, information
and functioning etc.

> The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

> The board and the nomination and remuneration committee reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.

> In addition, the performance of chairperson was also evaluated on the key aspects of his role. Separate meeting
of independent directors was held to evaluate the performance of non-independent directors, performance of
the board as a whole and performance of the chairperson, considering the views of executive directors and non¬
executive directors. Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairperson, considering the views of executive
directors and non-executive directors. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

a) In preparation of annual accounts for the year ended March 31,2025, the applicable accounting standards have
been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the year ended March 31,2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and

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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are
given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Constitute Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report
on Corporate Governance annexed to this Report.

1. AUDIT COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013
and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable, in its meeting held on July 01,2024 constituted Audit Committee.

The purpose of audit committee is to assist the Board in fulfilling its overall responsibilities of monitoring financial
reporting processes, reviewing the Company’s established systems and processes for internal financial controls,
governance and reviewing the Company’s statutory and internal audit activities.

Composition of Committee, Meeting and Attendance of each Member at Meetings

Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse
between two meetings. Additional meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher,
subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 11 (Elevant) times, viz 03-07-2024, 05-07-2024,
08-07-2024, 08-08-2024, 10-08-2024, 12-08-2024, 13-08-2024, 02-09-2024, 22-10-2024, 09-12-2024, and 31-03¬
2025.

The composition of the Committee is and attendance of each members of the Committee are given below:

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

The Chairman of the committee has attended 3^rd Annual General Meetings of the Company to answer shareholder
queries.

The terms of reference of Audit Committee specified by the Board of Directors is briefed hereunder;

Role of Committee

1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

2. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

3. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;

4. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;

5. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;

6. Examination of financial statement and auditors’ report thereon including interim financial result before
submission to the Board of Directors for approval, particularly with respect to:

i. matters required to be included in the director’s responsibility statement to be included in the board’s report in
terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Modified opinion(s) / Qualifications in the draft audit report;

7. Reviewing, with the management, the quarterly / half yearly financial statements before submission to the board
for approval;

8. Approval or any subsequent modification of transactions of the Company with related party, subject following
conditions;

• The Audit Committee may make omnibus approval for related party transactions proposed to be entered in
to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent
modification(s) or amendment(s) thereof;

• In case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any
subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the
transaction, it shall make its recommendations to the Board;

• In case any transaction involving any amount not exceeding one crore rupees is entered into by a director
or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the
Audit Committee within three months from the date of the transaction, such transaction shall be voidable at
the option of the Audit Committee;

9. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement,
and making appropriate recommendations to the board to take up steps in this matter;

10. Scrutiny of Inter-corporate loans and investments;

11. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

12. Valuation of undertakings or assets of the company, where ever it is necessary;

13. Evaluation of internal financial controls and risk management systems and reviewing, with the management,
performance of internal auditors, and adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. Approval of appointment of chief financial officer after assessing the qualifications, experience and background,
etc. of the candidate;

19. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision;

20. To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders; and

21. Carrying out any other function as assigned by the Board of Directors from time to time.

Review of Information by the Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by
the audit committee;

6. Quarterly / half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1); and

7. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice
in terms of Regulation 32(7).

Powers of Committee

The Committee -

1. To investigate any activity within its terms of reference;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice; and to secure attendance of outsiders with relevant
expertise, if it considers necessary;

4. Call for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board and may also
discuss any related issues with the internal and statutory auditors and the management of the company; and

5. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies
Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professional advice from
external sources and have full access to information contained in the records of the company.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit
report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee,
reasons for disagreement are being incorporated in the minutes of the Board Meeting. However, there were no such
instances where the Board had not accepted recommendations of Audit Committee during F.Y. 2024-25.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation
of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower
to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee,
in exceptional cases. The functioning of vigil mechanism shall be reviewed by the Audit Committee from time to time.
None of the Whistle blowers shall be denied access to the Audit Committee of the Board. During the financial year
2024-25, the board at its meeting held on July 08, 2024, approved the Vigil Mechanism (Whistle Blower) Policy of
the Company and the same is available on the website of the Company at www.specialitymedicine.com.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013
and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable, in its meeting held on July 01, 2024 constituted Nomination and
Remuneration Committee.

The purpose of Nomination and Remuneration Committee is to assist 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 and
such other matters specified under various statute.

Composition of Committee, Meeting and Attendance of each Member at Meetings

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of the
Nomination and Remuneration Committee shall be one third of total members of the Nomination and Remuneration
Committee or Two, whichever is higher, subject to minimum one Independent Director shall be present at the
meeting.

During the year under review, Audit Committee of the Company met 3 (Three) times, viz 08-07-2024, 02-09-2024,
and 31-03-2025.

The composition of the Committee is and attendance of each members of the Committee are given below:

The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

The terms of reference of Nomination and Remuneration Committee are briefed hereunder;

Terms of reference

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and
other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may;

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks;

6. Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal
and shall carry out evaluation of every director’s performance.

7. To specify the manner for effective evaluation of performance of Board, its committees and individual directors
to be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance;

8. To decide whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors; and

9. To recommend to the board, all remuneration, in whatever form, payable to senior management.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables
the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations
of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments
are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and
are effective from April 01, of each year.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, Key Managerial Personnel and Senior Management personnel and
recommend to the Board for his / her appointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is
considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself that number of Boards on
which such Independent Director serves, is restricted to applicable regulations in force.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company’s remuneration policy is driven by the success and performance of Director, KMP and Senior
Management Personnel vis-a-vis the Company. The Company follows mixed of fixed pay, benefits and
performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and
allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the
Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the
Company at www.specialitymedicine.com.

Remuneration of Directors: (INR in Lakhs)

3. STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013
and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable, in its meeting held on July 01, 2024 constituted Stakeholders
Relationship Committee for considering and resolving the grievances of security holders of the Company.

The Company has constituted Stakeholder’s Relationship Committee mainly to focus on the redressal of
Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Committee also oversees the performance
of the Registrar & T ransfer agents of the Company relating to the investors’ services and recommends measures for
improvement.

Composition of Committee, Meetings and Attendance of each Member at Meetings

The Stakeholder’s Relationship Committee shall meet at least once in a financial year. The quorum shall be one third
of total members of the Stakeholders Relationship Committee or Two, whichever is higher, subject to minimum one
Independent Director.

During the year under review, Audit Committee of the Company met 1 (One) time, viz 08-07-2025.

The composition of the Committee during the year are given below:

Company Secretary and Compliance officer of the Company shall provide secretarial support to the Committee.

The terms reference of Stakeholder’s Relationship Committee is briefed hereunder;

Terms of Reference

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, nonreceipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

2. Review of measures taken for effective exercise of voting rights by shareholders warrants/annual reports/statutory
notices by the shareholders of the company;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend;

5. Resolving grievances of debenture holders related to creation of charge, payment of interest/principal,
maintenance of security cover and any other covenants;

6. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper
and timely attendance and redressal of investor queries and grievances;

Provided that inability to resolve or consider any grievance by the Stakeholders Relationship Committee in good
faith shall not constitute a contravention of Section 178 of Companies Act, 2013 or any subsequent modification(s)
or amendment(s) thereof; and

7. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be
attended to by such committee from time to time.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the audited standalone financial statement for financial year 2024-25, the Company has crossed net profit
threshold provided in Section 135 of the Companies Act, 2013 and CSR provisions are applicable to the Company
from financial year 2025-26 onwards.

The Board of Directors of our Company has, in pursuance to provisions of Section 135 of the Companies Act, 2013
and rules made thereunder, as amended from time to time, in its meeting held on May 24, 2025 constituted Corporate
Social Responsibility Committee.

The Composition of the Corporate Social Responsibility Committee as on date of report is as under:

The CSR Policy may be accessed at the web link www.specialitymedicine.com.

The terms of reference of the Committee inter alia comprises of the following:

Terms of Reference

a) Formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by our Company as specified in Schedule VII of the Companies Act, 2013 and the
rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any
revisions therein as and when decided by the Board;

b) Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and
the distribution of the same to various corporate social responsibility programs undertaken by our Company;

c) monitor the Corporate Social Responsibility Policy of the company from time to time;

d) Ensure that the activities as are included in Corporate Social Responsibility Policy of the company are
undertaken by the company;

e) Identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

f) Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;

g) Review and monitor the implementation of corporate social responsibility programmes and issuing necessary
directions as required for proper implementation and timely completion of corporate social responsibility
programmes;

h) Assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities
in every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013
and/ or rules made thereunder;

i) Providing explanation to the Board if our Company fails to spend the prescribed amount within the financial year;

j) Providing updates to our Board at regular intervals of 6 months on the corporate social responsibility activities;

k) Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the
Board or as may be directed by the Board, from time to time; and

l) Exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms
of the provisions of Section 135 of the Companies Act.

m) Carrying out any other function as assigned by the Board of Directors from time to time.

Since, CSR obligation is being attracted in financial year 2025-26 first time, Annual Report on CSR activities is not
applicable for financial year 2024-25.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of energy -

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

No major steps have been taken by the Company. However, the Company continues its endeavor to improve
energy conservation and utilization.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

The Company has not installed any alternate source of energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

i. ) The effort made towards technology absorption

The Company does not require any technology since it is engaged in marketing and distribution of
pharmaceutical medicines.

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: N.A.

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year)

a. The details of technology imported: Nil

b. The year of import: N.A.

c. Whether the technology has been fully absorbed: N.A.

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -
i.) Details of Foreign Exchange Earnings

ii.) Details of Foreign Exchange Expenditure: Nil

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

The details of Utilization of fund raised through issue of equity shares during F.Y. 2024-25 are given hereunder;

The details of Utilization of fund raised through issue of equity shares during F.Y. 2023-24 are given hereunder;

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of
the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India &
the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules
there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

LOAN FROM DIRECTORS:

The Company had accepted loan of ? 1.01 Lakhs (net off of repaid) during the financial year 2024-25 from Promoter
- Directors of the Company.

DEBENTURES:

As on March 31,2025, the Company does not have any debentures.

CREDIT RATING:

The Company has not availed any rating.

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors,
Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related
Party Transactions shall be placed before the Audit Committee and the Board for approval, if required. Prior
omnibus approval of the Audit Committee shall be obtained for the transactions which are of a foreseen and
repetitive in nature.

All Related Party Transactions entered into during the financial year were on an arm’s length basis and were in the
ordinary course of business. Your Company had not entered into any transactions with the related parties which
could be considered material in terms of Section 188 of the Companies Act, 2013. Particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2 is annexed to this Report as Annexure - A.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business
and/or at arm’s length basis.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The company doesn’t have any Subsidiaries, Joint Venture and Associate Company as on the closure of financial
year.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Anita Kumawat, Company Secretary & Compliance officer of the company is acting as Designated Officer under
Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is

https://www.specialitymedicine.com/media/investors/annual_reports/Annual%20Return%202024-25.pdf.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti¬
Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all
the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of
the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of
Complaints.

During the financial year 2024-25, the Company has received Nil complaints on sexual harassment, out of which
Nil complaints have been disposed of and Nil complaints remained pending as of March 31,2025.

MATERNITY BENEFIT:

The Company has complied with the provisions related to the Maternity Benefit Act, 1961.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’, respectively, have been duly complied by your Company.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affecting financial position between
end of the financial year and the date of the report except the changes in KMP, Directors, address of Registered
office, Paid-up Capital and Authorized Capital as stated above. The Company proposes to come up with an Initial
Public Offer of 23,50,000 equity shares of INR 10.00 each by the way of Fresh Issue. The requisite approval of the
shareholders has already been obtained by the Company vide special resolution passed by the company on August
25, 2025 in suppression to the earlier resolution passed in the Extra-ordinary General Meeting of Members held on
July 26, 2024.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the Business of the Company.

INSURANCE

The assets of your Company have been adequately insured.

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.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage
both business and non-business risks.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014,
the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost
record.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company is not falling within the ambit of Section 204 of the Companies Act, 2013 and accordingly, it does not
require to obtain the report of Secretarial Auditor.

STATUTORY AUDITOR AND THEIR REPORT

During the year under review, M/s. Rahul Mistri And Co., Chartered Accountants, Gandhinagar (FRN: 147586W)
has resigned from the post of Statutory Auditors of the Company as on July 03, 2024 due to Pre-occupation in other
assignments.

M/s. A K Ostwal & Co., Chartered Accountant, Surat (FRN: 107200W) were appointed as Statutory Auditors of
Company to fill up the casual vacancy at the Extra-ordinary General Meeting held on July 26, 2024, from the
conclusion of Extra-ordinary General Meeting held on July 26, 2024 until the conclusion of the 3^rd Annual General
Meeting.

Further, M/s. A K Ostwal & Co., Chartered Accountant, Surat (FRN: 107200W) were re-appointed as the Statutory
Auditors of Company in the 3^rd Annual General Meeting of the Company held on September 30, 2024 to hold office
from the conclusion of the 3^rd Annual General Meeting of the Company until the conclusion of the 8^th Annual General
Meeting of the Company to be held in the year 2029 at such remuneration plus applicable taxes and reimbursement
of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of Directors
of the Company and the Auditors.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call
for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any
qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this
Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also
put in place by the Company on various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these
internal control procedures, a well-defined and established system of internal audit shall be in operation to
independently review and strengthen these control measures, which shall be carried out by an experience auditor.
The audit shall be based on an internal audit plan, which is reviewed each year in consultation with the statutory
auditor of the Company and the audit committee. The conduct of internal audit shall be oriented towards the review
of internal controls and risks in its operations.

Your Company has also put in place adequate internal financial controls with reference to the financial statements
commensurate with the size and nature of operations of the Company. During the year, such controls were tested
and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act,
2013.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial
institution.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies
and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved
with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve
employees’ grievances in a timely manner, and provides avenues to its employees for their all-round development
on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good
Industrial Relations.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and
listing regulations, to the extent the transactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees
at all levels through their dedication, hard work and commitment, enabling the Company to achieve good
performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the
banks, government, business associates and the shareholders for their continued confidence reposed in the
Company and look forward to having the same support in all future endeavors.

Registered office: By order of the Board of Directors

913, One World West, S. No. For, SPECIALITY MEDICINES LIMITED

396, FP 119, Village- Vejalpur, CIN: U85300GJ2021PLC120022

Ahmadabad City, Ahmedabad,

Gujarat, India, 380051.

Parthkumar Goyani Sumit Goyani

Place: Mumbai Chairman & Managing Director Whole-Time Director

Date: August 27, 2025 DIN: 07885789 DIN: 07885780