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Lyka Labs Ltd. Proxy Solicitation & Information Statement 2026

Jul 17, 2026

62602_rns_2026-07-17_42c2fc8e-e2ae-44a5-8c83-8ea665a905cb.pdf

Proxy Solicitation & Information Statement

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^{}[] Lyka Labs Limited

^{}[] Corporate Office : Ground Floor, Spencer Building, 30, Forjett Street, Grant Road (West), Mumbai - 400 036. Phone : 022 6611 2200 / 244 /290 • Website : www.lykalabs.com • Email : [email protected]

^{}[] LYKA Healthcare through Innovation

$17^{\text{th}}$ July, 2026

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai- 400 001

National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (East),
Mumbai - 400 051

Scrip Code: 500259

Scrip Code: LYKALABS

Dear Sir,

Sub: Annual Report under Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations')

Pursuant to Regulation 34(1) of the SEBI Listing Regulations, please find enclosed the Annual Report of the Company along with the Notice of the AGM and other Statutory Reports for the Financial Year 2025-26 which is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participants.

Further, in accordance with Regulation 36(1)(b) of the SEBI Listing Regulations, the Company will send a letter to the Shareholders whose e-mail addresses are not registered with the Company/RTA/DPs, providing a web-link from where the Annual Report can be accessed on the website of the Company.

The same is also available on the website of the Company at https://www.lykalabs.com/Lyka%20Labs%20Annual%20Report%2025-26%20(1).pdf

This is for your information and records.

Thanking you,

Yours faithfully,

For Lyka Labs Limited

SHAILEND: Digitally signed by
SHAILENDRA
RA KUMAR
KAUMAR AGRAWAL
Date: 2026.07.17
AGRAWAL
07:06:33 +05'30'

Shailendra Kumar Agrawal
Company Secretary

Encl.: as above

^{}[] Regd. Office : 4801 / B & 4802 / A, G.I.D.C. Industrial Estate, Ankleshwar - 393 002.
^{}[] Phone : 02646 221422 / 220549 • Fax : 02646 250692
^{}[] CIN L24230GJ1976PLC008738


img-0.jpeg

47th ANNUAL

REPORT

2025-2026

Lyka Labs Limited


الخارجية. وقدْ كان من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من


^{}[] LYKA

Lyka Labs Limited

Board of Directors

Mr. Babulal Jain
Chairman

Mr. Kunal Gandhi
Managing Director & Chief Executive Officer

Mr. Yogesh Shah
Whole -time Director

Mr. Prashant Godha
Non- Executive Director

Mr. Shashil Mendonsa
Non- Executive Director

Mr. Neeraj Golas
Independent Director

Mrs. Archana S Yadav
Independent Director – w.e.f. 26.05.2025

Ms. Dhara Shah
Independent Director – upto 03.08.2025

Chief Financial Officer

Mr. Yogesh Shah

Company Secretary

Mr. Shekhar R Singh – upto 01.08.2025

Mr. Shailendra Kumar Agrawal -w.e.f. 01.10.2025

Statutory Auditors

M/s. D. Kothary & Co.
Chartered Accountants

Secretarial Auditors

M/s. Kaushal Doshi & Associates
Company Secretaries

Cost Auditors

M/s. Rajaram M Walavalakar & Co. upto
05.03.2026 M/s. Nidhi Subhash Tibrewala & Co.
w.e.f.31.03.2026

Internal Auditors

Sudit K Parekh & Co. LLP Chartered Accountants

Corporate Identification Number (CIN)

L24230GJ1976PLC008738

Registered Office & Plant

4801/B & 4802/A, GIDC Industrial Estate,
Ankleshwar, Gujarat – 393 002

Research & Development Centre

101, Memon Industrial Estate, 1st Floor, MTNL
Compound, Marol Maroshi Road, Marol, Andheri
(East), Mumbai 400059

Registrar and Transfer Agent

MUFG Intime India Pvt. Ltd.
(formerly known as Link Intime India Pvt. Ltd.
C 101, 247 Park, Lal Bahadur Shastri Marg, Surya
Nagar, Gandhi Nagar, Vikhroli West, Mumbai,
Maharashtra 400083

CONTENTS
Page Nos.
Notice2-21
Directors’ Report22-40
Management Discussion and Analysis Report41-43
Corporate Governance Report44-59
Independent Auditors’ Report61-72
Standalone Accounts73-125
Auditors’ Report on Consolidated Accounts126-134
Consolidated Accounts135-187

47th Annual General Meeting of the Company will be held on Monday, the 10th August, 2026 at 12.30 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM)

Corporate Office

Ground Floor, Spencer Building,
30, Forjett Street, Grant Road West, Mumbai 400036.

Banker

YES Bank Limited
Corporate Operations & Service Delivery,
Part of Ground Floor, Regal Cinema Building,
Shahid Bhagat Singh Road, Shyama Prasad Mukherji
Chowk, Colaba, Mumbai - 400005


^{}[] Lyka Labs Limited

NOTICE is hereby given that 47th Annual General Meeting (the AGM) of the Members of Lyka Labs Limited will be held on Monday, the 10th August, 2026 at 12:30 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OVAM) to transact the following businesses:

ORDINARY BUSINESS:

  1. Adoption of Audited Financial Statements and Reports thereon:
  2. a. the Audited Financial Statements of the Company for the financial year ended on 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon; and
  3. b. the Audited Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2026 together with the Report of the Auditors thereon.

  4. Appointment of Director in place of those retiring by rotation

To appoint a Director in place of Mr. Shashil Philip Mendonsa, (DIN: 09667654) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

  1. Ratification of Remuneration of Cost Auditor for FY 2025-2026

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 Rule 14 of Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, the remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost accounting records of the Company for the financial year ending 31st March, 2026, amounting to Rs. 1,60,000/- (Rupees One Lakh Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, in connection with the said audit, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Key Managerial Personnel be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deemed necessary, proper or desirable and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to the foregoing resolution.”

  1. Ratification of Remuneration of Cost Auditor for FY 2026-27

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 Rule 14 of Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, the remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost accounting records of the Company for the financial year ending 31st March, 2027, amounting to Rs. 1,60,000/- (Rupees One Lakh Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, in connection with the said audit, be and is hereby ratified and confirmed;


^{}[] LXAA

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deemed necessary, proper or desirable and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to the foregoing resolution."

  1. Approval of Material Related Party Transactions with IPCA Laboratories Limited for the Financial Year 2026-27

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 188 of the Companies Act, 2013 ("Act") read with the Rules made thereunder, Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the applicable SEBI Circulars issued from time to time, including the Industry Standards on 'Minimum Information to be provided for Review of the Audit Committee and Shareholders for Approval of Related Party Transactions', Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and subject to such statutory, regulatory and other approvals, consents, permissions and sanctions as may be necessary, and pursuant to the prior approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members be and is hereby accorded to enter into and/or continue to enter into one or more contract(s), arrangement(s) and/or transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions), including any renewal(s), continuation(s), modification(s) or extension(s) thereof, with IPCA Laboratories Limited ("IPCA"), a Promoter of the Company and a Related Party within the meaning of the Act and the SEBI Listing Regulations, during the Financial Year 2026-27, for an aggregate value not exceeding ₹75,00,00,000 (Rupees Seventy Five Crores only), on such terms and conditions as may be mutually agreed between the parties, in connection with any one or more of the following transactions:

a. sale, purchase or supply of raw materials, APIs, finished goods, packing materials, capital goods, plant and machinery or other goods;
b. contract manufacturing, loan licence manufacturing and other manufacturing arrangements;
c. rendering and/or availing of services;
d. sale, purchase, lease, transfer or disposal of movable assets;
e. placement and acceptance of Inter-Corporate Deposits together with payment or receipt of interest thereon;
f. such other operational or commercial transactions as may be necessary in the ordinary course of business;

provided that all such transaction(s) shall be undertaken in the ordinary course of business, on an arm's length basis, on commercially competitive terms and in the best interests of the Company.

RESOLVED FURTHER THAT the aforesaid transaction(s) shall be subject to periodic review by the Audit Committee in accordance with the applicable provisions of the SEBI Listing Regulations, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and such other applicable laws as may be in force from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorised to determine, finalise, amend, vary, modify, renew, extend or revise the detailed terms and conditions of the aforesaid transaction(s),

including the pricing methodology, commercial terms, quantity, specifications, delivery schedule, payment terms, tenure, security, interest rates, value, timing and all other incidental matters, provided that such modifications are in conformity with the applicable provisions of the Act, the SEBI Listing Regulations, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and other applicable laws;

RESOLVED FURTHER THAT the Board and/or the Audit Committee be and are hereby authorised to review and monitor the aggregate value and execution of the aforesaid transaction(s) on a periodic basis and to take all such actions as may be necessary to ensure continued compliance with the applicable provisions of law;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred by this Resolution to the Audit Committee or any Committee of the Board or to any Director, Managing Director, Chief Financial Officer, Company Secretary or any other officer(s) of the Company, as may be considered necessary, to do all such acts, deeds, matters and things, execute all such agreements, contracts, documents, writings and instruments, settle any questions, difficulties or doubts that may arise and take all such steps as may be necessary, desirable or expedient to give effect to this Resolution without requiring any further approval of the Members of the Company."

By Order of the Board of Directors

sd/-

Shailendra Kumar Agrawal

Company Secretary

Mumbai, 25th May 2026

CIN: L24230GJ1976PLC008738

Registered Office:

4801/B & 4802/A,

GIDC Industrial Estate, Ankleshwar, Gujarat – 393 002

^{}[] DYNA

NOTES:

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act) setting out material facts concerning the business under Item Numbers 3 to 5 of the accompanying Notice is annexed hereto. The Board of Directors of the Company at its meeting held on 25th May, 2026 considered that the Special Business under Item Numbers 3 to 5 being considered unavoidable, be transacted at the 47th Annual General Meeting (the AGM/ the Meeting) of the company.

  2. The Ministry of Corporate Affairs ('MCA') vide its General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 10/2022, 09/2023 and 09/2024 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025 respectively ('MCA Circulars'), and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, circular no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, circular SEBI/HO/CFD/CFD-2/P/CIR/2023/167 dated October 07, 2023 followed by SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (collectively "SEBI Circulars"), had permitted companies to conduct AGM through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA Circulars and SEBI Circulars and the applicable provisions of Companies Act, 2013 and rules made there under, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the 47th AGM of the Company is being convened and conducted through VC/OAVM Facility, which does not require physical presence of Members at a common venue. The Company has availed the facility of National Securities Depository Limited (NSDL) for convening the 47th AGM through VC/OAVM, a detailed process in which the members can attend the AGM through VC/OAVM forms part of this Notice.

To comply with the provisions of Regulation 44 of the SEBI Listing Regulations, Company is also providing one way live webcast of the proceedings of AGM which can be viewed on website of the Company at www.lykalabs.com

The Deemed Venue for the 47th AGM shall be the Registered office of the Company.

  1. The Company has engaged National Securities Depository Limited (NSDL), to provide the VC facility for conducting the AGM and for voting through remote e-voting and e-voting at the AGM. The procedure for participating in the Meeting through VC/OAVM, forms part of this Notice.

  2. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of the Members has been dispensed with and, therefore there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip and Route Map of the AGM are not annexed to this Notice.

  3. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the live proceedings by logging into the NSDL e-voting website at www.evoting.nsdl.com The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis.

  4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested,

5

maintained under Section 189 of the Act, and relevant documents referred to in the Notice of this AGM will be available electronically (scanned copy) for inspection by the Members during the AGM. Members seeking to inspect such documents can send an email to [email protected] by mentioning name and Folio number/DP ID and Client ID.

  1. Pursuant to Regulation 46 of the Annual Report has been uploaded on the website of the Company at www. www.lykalabs.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited, www.bseindia.com, National Stock Exchange of India Limited, www.nseindia.com and is also available on the website of e-voting agency i.e. NSDL at www.evoting.nsdl.com. Additionally, in accordance with Regulation 36(1) (b) of the SEBI Listing Regulations, the Company also sending a letter to Members whose e-mail ids are not registered with the Company / RTA/ DP/ providing a web-kink of Company's weblink from where the complete details of the Annual Report 2025-26 is available.

  2. The Register of Members and Transfer Books of the Company will be closed from Tuesday, the 4th August, 2026 to Monday, the 10th August, 2026 (both days inclusive) for the purposes of the AGM or any adjournment thereof.

  3. To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with the Company's Registrar Transfer Agent (RTA) /their DP, in respect of shares held in physical/electronic mode respectively.

  4. In accordance with Regulation 40(1) of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.

  5. However, pursuant to the Sections 112 and 113 of the Act, representatives of the Members of the body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

  6. The attendance of the Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  7. Institutional/ Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC/ OAVM and vote on its behalf. The said Resolution/ Authorization shall be sent to Company at [email protected].

  8. The Board has appointed Mr. Kaushal Doshi of Messrs Kaushal Doshi & Associates, Practicing Company Secretary (CP 13143) as a scrutinizer (the 'Scrutinizer') to scrutinize the voting and e-voting process in a fair and transparent manner.

The results of voting will be declared and published, along with consolidated Scrutinizer's Report, on the website of the Company at www.lykalabs.com and on the NSDL website at www.evoting.nsdl.com and the same shall also be simultaneously communicated to the BSE Limited and the National Stock Exchange of India Limited within two working days from the conclusion of the AGM.

  1. The Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company's RTA i.e. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) at [email protected] The Members are requested to submit request letter mentioning the Folio No. and Name of the Shareholder along with the scanned copy of the Share Certificate (front and back) and self-attested copy of PAN card for updation of email address.

6

^{}[] D&A

  1. The Members who would like to express their views/have questions may send their questions in advance at least 10 days before the AGM mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably.

  2. Voting through Electronic means

In compliance with provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standards-2 on General Meetings issued by ICSI and Regulation 44 of the SEBI Listing Regulations, as amended from time to time the Company is pleased to provide the Members facility of 'remote e-voting' (e-voting from a place other than venue of the AGM) to exercise their right to vote in respect of business to be transacted as mentioned in the Notice of the AGM.

The facility for voting, through electronic voting system shall also be made available during the AGM. The Members attending the meeting, through VC/OAVM facility and who have not already cast their vote through remote e-voting shall be eligible to vote through e-voting system in the AGM. The Members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

The remote e-voting period begins on Thursday, the 6th August, 2026 at 9:00 A.M. and ends on Sunday, the 9th August, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, the 3rd August, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, i.e. Monday the 3rd August, 2026.

Any person, holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting, then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or contact at 022-48867000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Monday, the 3rd August, 2026 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-voting system".

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

7

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholdersLogin Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/
evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client
Id, PAN No., Verification code and generate OTP. Enter the OTP received
on registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.

2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://
eservices.nsdl.com either on a Personal Computer or on a mobile. On the
e-Services home page click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section , this will prompt you to enter your existing
User ID and Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on “Access to e-Voting”
under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be re-directed
to e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.

3. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

4. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.eVoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or
e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting

5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on App Store, Google Play, and Google Play Store

8

^{}[] LXA

Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login typeHelpdesk details
Individual Shareholders holding securities in demat mode with NSDLMembers facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSLMembers facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

9

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or PhysicalYour User ID is:
a) For Members who hold shares in demat account with NSDL.8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12*** then your user ID is IN300***12***.
b) For Members who hold shares in demat account with CDSL.16 Digit Beneficiary ID For example if your Beneficiary ID is 12*** then your user ID is 12***
c) For Members holding shares in Physical Form.EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***
  1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

^{}[] LXA

  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
    a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
    b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
    c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
    d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  2. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  3. Now, you will have to click on “Login” button.
  4. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
  5. Upon confirmation, the message “Vote cast successfully” will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for the Members

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to [email protected]

11

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

12

^{}[] D&A

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item Numbers 3 4, and 5 of the accompanying Notice dated 25th May, 2026.

Item Number - 3

Messrs Rajaram Madhav Walavalakar & Co, Cost Accountants (Firm Registration No.: 003584), were the Cost Auditors of the Company duly appointed for audit of the cost records maintained by the Company, for applicable products, for the financial year ending 31st March 2026, at a remuneration not exceeding Rs 1,60,000/- (Rupees One Lakhs Sixty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit.

Messrs Rajaram Madhav Walavalakar & Co, Cost Accountants (Firm Registration No.: 003584) vacated the office as the Cost Auditors due to resignation with effect from 5th March, 2026.

In terms of the provisions of the Act, the resulting vacancy shall be filled by the Board of Directors within thirty days of its occurrence. The Board of Directors of the Company at its meeting held on 31st March, 2026, based on the recommendation of the Audit Committee, appointed Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), as the Cost Auditors in casual vacancy for the audit of the cost records maintained by the Company for the financial year ending 31st March 2026, at a remuneration not exceeding Rs 1,60,000/- (Rupees One Lakhs Sixty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit.

The overall remuneration proposed to be paid to the Cost Auditors for the financial year ending 31st March 2026 is commensurate to the scope of the audit to be carried out by the Cost Auditors and is in line with the guidelines issued by the Institute of Cost Accountants of India.

Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants, have confirmed that they hold a valid certificate of practice under Section 6(1) of the Cost and Works Accountants Act, 1959 and are free from any disqualifications specified under the provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified by the Members of the Company.

Accordingly, approval of the Members is sought for ratification of the remuneration payable to the Cost Auditors.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the proposed Ordinary Resolution set out at Item Number 3 of the accompanying Notice.

The Board of Directors recommends the Resolution set out at Item Number 3 of the accompanying Notice for approval by the Members of the Company.

Item Number - 4

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment and remuneration of Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417) as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2027.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 (the Act) read with Rule 14 the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by the Members.

13

The remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Auditors of the Company for conducting the audit of the cost records for the financial year ending 31st March 2027, as recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 31st March 2026, is Rs. 1,60,000 /-(Rupees One Lakhs Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses.

Accordingly, approval of the Members is sought for ratification of the remuneration payable to the Cost Auditors.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the proposed Ordinary Resolution set out at Item Number 4 of the accompanying Notice.

The Board of Directors recommends the Resolution set out at Item Number 4 of the accompanying Notice for approval by the Members of the Company.

Item Number - 5

Pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), all material related party transactions and subsequent material modifications thereto require prior approval of the Audit Committee, the approval of the Members of the Company by way of an Ordinary Resolution. A transaction with a related party shall be considered material, if the transaction(s) to be entered into, individually or taken together with previous transactions, during a financial year, exceeds the limits as prescribed under Schedule XII of the Listing Regulations. For the Company, this threshold limit is 10% of the annual consolidated turnover of the Company as per the last audited financial statements. This provision is applicable even if the transactions are in the ordinary course of the business of the Company and at an arms' length basis.

It is in the context that the Resolution at Item No. 5 is proposed for the approval of the Members of the Company.

IPCA Laboratories Limited ("IPCA") is a Promoter of the Company and is a Related Party within the meaning of the Companies Act, 2013 ("Act") and the SEBI Listing Regulations.

In the ordinary course of its business, the Company enters into various operational and commercial transactions with IPCA. These transactions, inter alia, include sale, purchase and supply of raw materials, active pharmaceutical ingredients (APIs), intermediates, finished formulations, packing materials, capital goods and other goods, contract manufacturing and loan licence manufacturing arrangements, rendering and/or availing of services, placement and acceptance of Inter-Corporate Deposits together with payment or receipt of interest thereon and such other operational transactions as may be required from time to time.

The proposed transactions are integral to the Company's business operations and are expected to facilitate continuity of business operations, uninterrupted procurement and supply of pharmaceutical products and raw materials, optimum utilisation of manufacturing facilities, contract manufacturing arrangements, improved operational efficiencies, effective working capital management and sustainable business growth. The proposed transactions are expected to create long-term value for the Company and its shareholders.

The Members may note that the proposed transactions are intended to be undertaken in the ordinary course of business and on an arm's length basis and, accordingly, do not require approval under Section 188 of the Act. However, since the aggregate value of the proposed transactions is expected to exceed the materiality threshold prescribed under Regulation 23 of the SEBI Listing Regulations, approval of the Members by way of an Ordinary Resolution is being sought.

The Audit Committee has reviewed all the information placed before it in accordance with Regulation 23 of the SEBI Listing Regulations, the applicable SEBI Circulars and certificate provided by the Managing Director & CEO and CFO of the Company as required under the Industry Standards Note issued by the SEBI vide its circular dated June 26, 2025 relating to the proposed transactions. After considering, inter alia, the commercial rationale, pricing methodology, arm's length basis, ordinary course of business criteria, financial implications

14

^{}[] LXAA

and the overall benefit of the proposed transactions to the Company and its shareholders, the Audit Committee, after satisfying itself that the proposed transactions are in the ordinary course of business, on an arm's length basis and in the best interests of the Company, accorded its prior approval and recommended the same to the Board of Directors.

The Board of Directors, after considering the recommendation of the Audit Committee, is of the opinion that the proposed transactions are in the ordinary course of business, on an arm's length basis and in the best interests of the Company and its shareholders. Accordingly, the Board recommends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for approval by the Members.

The consideration for the proposed transactions shall be determined on an arm's length basis having regard to prevailing market prices, internal and external Comparable Uncontrolled Price (CUP), quotations obtained from independent third parties, negotiated commercial terms, cost-plus methodology or such other generally accepted pricing methodologies, as may be applicable to the nature of the transactions, so as to ensure that the terms are no less favourable than those available in comparable transactions with unrelated parties.

The approval sought under the proposed Resolution is an enabling approval for entering into and/or continuing the aforesaid transactions with IPCA during the Financial Year 2026-27 for an aggregate value not exceeding ₹75,00,00,000 (Rupees Seventy Five Crores only).

The information required to be disclosed pursuant to Regulation 23 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 and the applicable Industry Standards is set out in Annexure – A to this Explanatory Statement.

In accordance with Regulation 23 of the SEBI Listing Regulations, all Related Parties, irrespective of whether they are parties to the proposed transaction(s) or not, shall abstain from voting on the Ordinary Resolution set out at Item No. 5 of the accompanying Notice.

Mr. Prashant Godha, being an Executive Director of IPCA Laboratories Limited and a Non-Executive Director of the Company, and Mr. Shashil Mendonsa, being an employee of IPCA Laboratories Limited and its Nominee Director on the Board of the Company, may be deemed to be concerned or interested, financially or otherwise, in the proposed Ordinary Resolution.

Save as aforesaid, none of the other Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed Ordinary Resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for approval by the Members.

Pursuant to the SEBI Circular dated June 26, 2025, the Minimum Information relating to the proposed related party transaction(s) to be provided to the shareholders.

Sr. No.ParticularsInformation provided by Management
1Information as placed before the Audit Committee in the format as specified in the RPT Industry Standards, to the extent applicableRefer below table titled as Annexure-"A"
2Justification as to why the proposed transaction is in the interest of the listed entity, basis for determination of price and other material terms and conditions of RPTLyka Labs Limited operates under a Principal-to-Principal (P2P) business model. Accordingly, the Company conducts transactions with IPCA Laboratories Limited on a principal-to-principal basis.
3Disclosure of the fact that the Audit Committee has reviewed the certificates provided by the CEO/Managing Director/ Whole Time Director/ Manager and CFO of the Listed Entity as required under the RPT Industry StandardsYes
4Disclosure that the material RPT or any material modification thereto has been approved by the Audit Committee and the Board of Directors recommends the proposed transaction to the shareholders for approvalYes. The proposed related party transactions is approved by the Board and Audit Committee of the Company and it is recommended to the shareholders for the approval of the same
5Web-link and QR Code, through which shareholders can access the valuation report or other reports of external party, if any, considered by Audit Committee while approving the RPTNot Applicable
6Affirmation that the Audit Committee and Board of Directors, while providing information to the shareholders, have redacted the commercial secrets and such other information that would affect competitive position of listed entity and in its assessment, the redacted disclosures still provide all the necessary information to the public shareholders for informed decision makingNot Applicable
7Any other information that may be relevantNone

Annexure A

Details of proposed transactions with IPCA being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with applicable laws and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT are provided below:

S. No.Particulars of InformationInformation provided by Management
A.Details of Related Party and Transaction with related party
A(1)Basic Details of the Related Party
1Name of the related partyIPCA Laboratories Limited
2Country of incorporation of the related partyIndia
3Nature of business of the related partyIPCA is Pharmaceutical Company which is engaged in manufacturing and marketing Active Pharmaceutical Ingredients (APIs) and finished medicine formulations globally.
A(2)Relationship and Ownership of Related Party
1Relationship between the listed entity/subsidiary¹ (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the followingIPCA is One of the Promoter of Lyka Labs Limited and holding 14624923 Equity Shares (40.98%) in Lyka Labs Limited
2Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related partyLyka Labs Limited does not have any shareholding in IPCA

16

^{}[] LYKA

S. No.Particulars of InformationInformation provided by Management
3Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary).NA
4Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary).IPCA is One of the Promoter of Lyka Labs Limited and holding 14624923 Equity Shares (40.98%) in Lyka Labs Limited
A(3)Details of previous transactions with related party
Total amount of all the transactions undertaken by the listed company or subsidiary with related party during the last financial year. Explanation: details need to be disclosed separately for listed entity and its subsidiary.SNCategoryAmount in Cr. 2025-26
1Sale and/ or purchase and/ or supply any materials, goods, plant & machineries or capital goods /materials/ availing of and /or rendering of services like contract manufacturing services or loan license manufacturing services or provisions of any other services, Purchase/ Sale of Assets/Business/ Payment of Dividend.29.18
2Total Amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year upto the quarter immediately preceding the quarter in which the approval is sought. (Rs. Crore including GST)Nil
3Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.None
A(4)Amount of the Proposed Transactions
1Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.
SNCategoryAmount in Cr. 2026-27
1Sale/purchase and /or supply any material, goods, plant & machineries or capital goods/materials or availing of and/or rendering of services like contract manufacturing services or loan license manufacturing services or supplier advance or provisions of any other services, purchase/sale of Assets/business.55.00
2Availing ICD20.00
Total75.00

17

S. No.Particulars of InformationInformation provided by Management
2Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?Yes
3Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year.58.39%
4Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entity is not a party to the transaction)Not Applicable
5Value of the proposed transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available0.78%
6Financial performance of the related party for the immediately preceding financial year:
ParticularsAmount Rs. Crore for 2025-26
Turnover7336.75
Profit After Tax1132.52
Net Worth7579.35
Explanation: the Above information is given on standalone Basis.
A(5)Basic details of Proposed transaction
1Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)1. Sale/purchase and /or supply any material, goods, plant & machineries or capital goods/materials.
2. Availing of and/or rendering of services like contract manufacturing services or loan license manufacturing services or provisions of any other services.
3. Purchase/Sale of Assets/business.
4. Availing Loan/ICD.
2Details of each type of the proposed transaction for 2026-27As Mentioned in A(4) above
3Tenure of the proposed transaction (tenure in number of years or months to be specified)FY 2026-27
4Whether omnibus approval is being sought?YES

18

S. No.Particulars of InformationInformation provided by Management
5Value of the proposed transaction during a financial year.
If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.
These transaction are proposed to be entered during FY 2026-27 upto maximum aggregate amount of Rs. 75 Crore.
6Justification as to why the RPTs proposed to be entered into are in the interest of the listed entitySame as provided above.
7Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held through any person over which an individual has control.
IPCA is One of the Promoter of Lyka Labs Limited and holding 14624923 Equity Shares (40.98%) in Lyka Labs Limited.
Mr. Prashant Godha is the Executive Director of IPCA Laboratories Limited and Non-Executive Director of Lyka Labs Limited. Mr. Shashil Mendonsa, being an employee of IPCA Laboratories Limited and its Nominee Director on the Board of the Company, may be deemed to be concerned or interested in the proposed Resolution. Save as aforesaid, none of the other Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed transaction(s), except to the extent of their respective shareholding, if any, in the Company..
a. Name of the director / KMP
b. Shareholding of the director / KMP, whether direct or indirect, in the related party
8A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.Not Applicable
9Other information relevant for decision making.None
B (1)Sale, purchase or supply of goods or services, contract manufacturing, loan licence manufacturing or any other similar business transaction and related trade advances
1Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or servicesComparable Price
2Basis of determination of pricePricing mechanism under comparable has been determined either by benchmarking internal/external comparable contracts at arm's length basis.
3In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following:Not Applicable
a. Amount of Trade advance
b. Tenure
c. Whether same is self-liquidating?

19

S. No.Particulars of InformationInformation provided by Management
B(6)Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
1Material covenants of the proposed transactionNA
2Interest rate (in terms of numerical value or base rate and applicable spread)2% Spread over 1 year SBI MCLR
3Cost of borrowing
Note: This shall include all costs associated with the borrowing
NA
4Maturity / due date12 Months from the date of disbursement.
5Repayment schedule & termsWithin 12 months
6Whether secured or unsecuredUnsecured
7If secured, the nature of security & security coverage ratioNA
8The purpose for which the funds will be utilized by the listed entity / subsidiaryTo meet working capital requirements.
C(4)Disclosure only in case of transactions relating to borrowing by the Listed entity or its subsidiary
1Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements
Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies.
a. Before transaction0.58
b. After transaction0.63
2Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements
Note: This shall not be applicable to listed banks/NBFC/insurance companies/ housing finance companies
a. Before transaction-3.41
b. After transaction-3.18

20

^{}[] DYNA

Details of Directors Retiring by Rotation and Seeking Re-appointment

(In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 on General Meeting):

NameMr. Shashil Philip Mendonsa
DIN09667654
Date of Birth and Age15.05.1972/ 54
Date of First appointment as a Director of the Company08.08.2022
QualificationPost Graduate in Science
Expertise in Specific Functional areasHaving more than 3 decades experience in sales, marketing and general Management.
Terms and Conditions of appointment and re-appointmentMr. Shashil Philip Mendonsa was appointed as a Non-Executive Director vide resolution passed by members through Postal Ballot on 23rd September, 2022. He is liable to retire by rotation.
Details of Annual Remuneration last drawn including benefitsNil, except sitting fees is paid for Board meetings attended by him.
Details of Remuneration sought to be paidThis is re-appointment of Director retiring by rotation
Number of Board meeting attended during the Financial Year 2025-263
Directorship held in other companiesNil
Listed Entities from which he/she has resigned as director in past 3 yearsNil
Membership/Chairmanship of committees of other companies (excluding foreign companies)Nil
Number of Equity Shares held in the CompanyNil

DIRECTOR'S REPORT

The Members,

Lyka Labs Limited

Your Directors are pleased to present the Forty Seventh Annual Report, together with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

Standalone

(Rs. in Lakhs)

ParticularsFor the financial year ended 31st March 2026For the financial year ended 31st March 2025
Total Revenue12,487.9713,745.74
Profit / (Loss) before Exceptional items(1,022.09)1,110.16
Exceptional Items2301.44-
Profit/(Loss) before tax(3,323.53)1,110.16
Less: Tax Expenses(94.69)318.35
Profit/(Loss) after tax(3,228.84)791.81
Add: Other Comprehensive Income(14.40)18.29
Profit/(Loss) for the year(3,243.24)810.10

Consolidated

(Rs. in Lakhs)

ParticularsFor the financial year ended 31st March 2026For the financial year ended 31st March 2025
Total Revenue13,194.2414,072.71
Profit / (Loss) before Exceptional items(1,177.94)1,112.49
Exceptional Items--
Profit/(Loss) before tax(1,177.94)1,112.49
Less: Tax Expenses(134.38)319.17
Profit/(Loss) after tax(1,043.56)793.32
Add: Other Comprehensive Income(14.40)18.08
Profit/(Loss) for the year(1,057.96)811.41

DIVIDEND

The Board of Directors does not recommend any dividend for the financial year ended on 31st March 2026.

TRANSFER TO RESERVES

The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.

OPERATIONS

During the year under review, the total consolidated revenue earned by the Company was Rs.13,194.24 Lakhs as against total revenue of Rs.14,072.71 Lakhs in the previous financial year. The Company has reported net loss of Rs. (1,057.96) Lakhs as against net profit of Rs. 811.41 Lakhs of the previous financial year ended on 31st March 2025.

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During the financial year under report, the Company has invested in building brands in the domestic human and veterinary business. The export business did not meet expectations, as international Government tenders had exhausted their budgets. Certain markets also experienced foreign exchange fluctuations and political uncertainty due to which the purchases were delayed.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one Subsidiaries, i.e. Lyka BDR International Limited. There are no Associate nor joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the Act).

During the year under report the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench, has sanctioned the Scheme of Amalgamation for the merger of Lyka Export Limited (the Transferor Company), with the Lyka Labs Limited (the Transferee Company), under Sections 230 to 232 of the Companies Act, 2013, vide its Order dated 16th March 2026. Pursuant to the Scheme, 4,62,711 fully paid-up equity shares of Rs.10 each of the Company are to be allotted to the eligible shareholders of the erstwhile Lyka Export Limited.

During the year, the Board of Directors reviewed the affairs of the Subsidiary Company. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed Form No. AOC-1, which forms part of the Annual Report.

To comply with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Board of Directors of the Company has approved and adopted a Policy for determination of Material Subsidiary and Governance of Subsidiaries. None of the subsidiaries were a material subsidiary of the Company in terms of the said Policy. The said policy is available on the Company's website at www.lykalabs.com.

KEY FEATURES

The Company continues to maintain high quality GMP/GLP standards in manufacturing and testing of its pharmaceutical products.

The Company manufactures pharmaceutical products such as Dry Powder, Liquid, Lyophilised Injections and External Preparations for several International Markets and the Domestic Market.

The Company's R&D is engaged in development of new formulations and has successfully developed several products in the following categories:

  • Injectables: Lyophilised Injection, Liquid Injections & Dry Powder Injections
  • Topical Preparation: Ointment /Creams and Lotions.

Company's Core competencies

  • Lyophilisation - Formulations/Bulk Sterile APIs
  • New Product Development including Novel Drug Delivery Systems

FUTURE OUTLOOK

The Company continues to pursue growth by expanding into new international markets through collaborations with reputed partners and introducing new products in existing markets. It also aims to strengthen its domestic presence by building a robust marketing and distribution network within India.

To cater to rising global demand, the Company is upgrading and expanding its lyophilisation capacity by 50%, with the project expected to be completed in Calendar year 2026. This enhancement will support the Company's entry into regulated markets such as Europe and the UK. Simultaneously, the Company is laying the ground work for its branded business in both veterinary and human critical care segments.

23

Additionally, the Company has ventured into Gynaecology and Assisted Reproductive Technology (ART) through its new division, FertiNova. This division will focus on advanced IVF solutions and women's health therapies, targeting a strong market presence over the next three years through innovation and strategic partnerships. This division has performed well in the initial launched.

REGISTRATIONS

During the year under review, the Company has submitted 24 new applications for registration of its products. It has received registration of 2 products and the renewal of 5 products. The registration for 19 products is expected in the upcoming financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company and date of this report.

SHARE CAPITAL

During the year under review, there was no change in the Authorized Share Capital of the Company. As on 31st March, 2026, the Authorized Share Capital stood at Rs 5000 Lakhs, comprising 480 Lakhs equity shares of Rs 10 each and 200000 Redeemable Preference Shares of Rs. 100/- each. However Company has received approval of Scheme of Amalgamation of Lyka Exports Limited with the Company by Hon'ble National Company Law Tribunal, Ahmedabad Bench on 16th March, 2026. Company submitted form INC-28 with concerned Registrar of the Companies, MCA on 8th April, 2026 and obtained necessary approval. Accordingly, the Authorised Share Capital of the Company has been increased to Rs. 5900 Lakhs, comprising Rs. 570 Lakhs equity shares of Rs. 10 each and 200000 Redeemable Preference Shares of Rs. 100/- each

However, The Company redeemed the 108570 Redeemable Preference Shares of Rs. 100 each on 30th September, 2025 upon completion of the 20 years tenure of Redeemable Preference Shares.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and as such, no amount of principal or interest in deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Mr. Shashil Philip Mendonsa, Non-Executive Director, retires by rotation in compliance with Section 152 of the Act, at the ensuing 47th Annual General Meeting (the AGM) of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that Mr. Shashil Philip Mendonsa fulfills all the conditions as mentioned in the Act.

The Board of Directors of the Company at its meeting held on 26th May, 2025 based on the recommendation of Nomination and Remuneration Committee has recommended to re- appointment of Mr. Yogesh B Shah, Chief Financial Officer of the Company as a Whole- time Director for a period of three years with effect from the conclusion of Forty-Sixth Annual General Meeting till the conclusion of Forty -Ninth and appointment of Mrs. Archana S Yadav as an Additional Director of the Company in the category of Independent Director with effect

24

from 26th May, 2025 under Section 161 (1) of the Act, for a period of five (5) consecutive years with effect from 26th May, 2025 upto 25th May, 2030 (both days inclusive), not liable to retire by rotation.

The resolutions seeking Member's approval for the re-appointment and appointment forms part of the Notice. The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI the Listing Regulations and that they are not disqualified to become directors under the Act. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs ('IICA').

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

i. Mr. Kunal Gandhi, Managing Director & CEO;
ii. Mr. Yogesh B Shah, Whole -time Director & CFO,
iii. Mr. Shekhar R Singh, Company Secretary (up to 1st August, 2025)
iv. Mr. Shailendra Kumar Agrawal, Company Secretary (W.e.f. 1st October, 2025)

The Board had placed on record its appreciation for the services rendered by Mr. Shekhar R Singh during his tenure as a KMP of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Director, pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year under review, Six Board meetings were held. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

INDEPENDENT DIRECTORS' MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of management.

25

During the year under review, Independent Directors met separately on 29th January, 2026, inter- alia, for:

  • Evaluation performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
  • Evaluation performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.
  • Evaluation of the quality, content and time line of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointments for Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report. The Nomination and Remuneration Policy is also available on the Company's website on https://www.lykalabs.com/nomination-and-remuneration-policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization Programme for Independent Directors of the Company. The details of the said Programme are given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees 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 is attached as Annexure I and form part of this Report.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the aforesaid Rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules. Any member interested in obtaining a copy of the said statement may write to the Company at [email protected] up to the date of AGM.

AUDITORS AND AUDITOR'S REPORT

i. STATUTORY AUDITORS

Messer D Kothary & Co. Chartered Accountants, Mumbai (ICAI Firm Registration No. 105335W) were appointed as the Statutory Auditors to carry out audit of the Company in the 45th General Meeting held on 9th August, 2024 for the second term of five consecutive i.e. from the conclusion of the 45th Annual General Meeting till the conclusion of 50th Annual General Meeting to be held for the financial year 2028-2029.

The Statutory Auditors have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2026 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report. No frauds have been reported by the Auditors under Section 143(12) of the Act.

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ii. COST AUDITORS

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, appointed Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No. 005417), as the Cost Auditors of the Company for the financial year 2025-26 at a remuneration of Rs 1,60,000/- plus applicable taxes and reimbursement of out-of-pocket expenses at actuals. Messrs Nidhi Subhash Tibrewala & Co., being eligible, consented to act as the Cost Auditors of the Company for the financial year 2025-26. Messrs Nidhi Subhash Tibrewala & Co., were appointed in place of Messrs Rajaram Madhav Walavalakar & Co.,.

In terms of the provisions of Section 148(3) of the Act read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company.

The resolution seeking Member's approval for ratification for the remuneration payable to the Cost Auditor for financial year 2025 -26 and financial year 2026 -27 forms part of the accompanying Notice of the AGM.

The Company has filed the Cost Audit Report for the financial year ended 31st March 2025 submitted by Messrs Sarvottam Rege & Associates, Cost Auditor on 22nd July, 2025.

iii. SECRETARIAL AUDITOR

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Messrs Kaushal Doshi & Associates, Practicing Company Secretary, a proprietorship firm led by Mr. Kaushal Doshi (FCS No.: 10609; COP No.: 13143) appointed as Secretarial Auditor of the Company to hold office for a first term of five consecutive years commencing from the financial year 2025-26 to the financial year 2029-30 approved by members of the Company on the 46th Annual General Meeting held on 1st August 2025.

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure II, which forms part of this Report. The Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

FRAUD REPORTING

During the year under review, the Statutory Auditors, Cost Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board and (SS-1) and General Meetings (SS-2)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the SEBI Listing Regulations is attached, which forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the SEBI Listing Regulations. A separate report on Corporate Governance along with the requisite Auditor's Certificate is annexed, which forms part of this Report.

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DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, and the SEBI Listing Regulations, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and the profit of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were transactions during the year which would require to be reported in Form No. AOC-2. There are no materially 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 during the year that would have required Members approval under the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is available on the Company's website on https://www.lykalabs.com/related-party-transactions-policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is explained in the Corporate Governance Report and is also available on the Company's website on https://www.lykalabs.com/whistle-blower-policy.pdf

ANNUAL RETURN

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is available on the website of the Company. The web link of the same is www.lykalabs.com.

STOCK EXCHANGE

The Company's equity shares are listed on BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fees for the year 2026-2027 have been paid to both Exchanges.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure-II.

Foreign Exchange Transactions2025-20262024-25
Foreign Exchange Earnings2377.593,405.32
Foreign Exchange Outgo131.22839.25

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135(1) of the Act, the requirement to undertake Corporate Social Responsibility (CSR) activities applies to companies that, during the immediately preceding financial year (i.e. as on 31st March, 2025 for the year under review), have a net worth of Rs 500/- Crore or more, or turnover 1,000 or more, or a net profit Rs 5 Crore or more.

During the year under report the Company was required to Spend Rs. 4.35 lakhs towards CSR activities promoting educational projects but Company spent an excess amount of Rs. 2.85 Lakhs. In accordance with Section 135(5) of the Companies Act, 2013, read with the applicable rules, where a company spends an amount in excess of its mandatory CSR requirement, such excess amount may be set off against its CSR obligations in the succeeding three financial years, subject to compliance with the prescribed conditions. The details of the excess CSR expenditure and its proposed set-off are provided in the Notes to the Financial Statements forming part of this Annual Report.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company's CSR activities is furnished as Annexure III to this report. As the Company met one of the prescribed criteria under Section 135 as on 31st March, 2025, it was required to undertake CSR activities during the financial year 2025-26. Accordingly, the Company incurred CSR expenditure of Rs. 7.20 lakhs during the financial year 2025-26.

Further during the year none of the Criteria were met as on 31st March, 2026 hence the Company is not required to constitute a CSR Committee or incur any expenditure towards CSR activities for the financial year 2026-27.

However, as a measure of good corporate governance, the Company continues to retain the CSR Committee already in place. The details of the Committee and its terms of reference are provided in the Corporate Governance Report, which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future except below mentioned.

During the financial year under review, The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its final order dated 16th March 2026 in Company Petition No. C.P(CAA)/58(AHM) 2024, has sanctioned the Scheme of Amalgamation (the "Scheme") of Lyka Exports Limited (the "Transferor Company") with Lyka Labs Limited (the "Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.

Key Legal and Financial Parameters of the Sanctioned Scheme:

  • Retrospective Appointed Date: In terms of the approved Scheme and MCA General Circular No. 09/2019, the merger takes retrospective effect from the designated Appointed Date of 1st April 2022. The necessary business, operational, and financial justifications for the antedated timeline were accepted by the Hon'ble Tribunal as being in public interest.
  • Effective Date: Company had filed certified copy of the NCLT order with the Registrar of Companies (RoC), Gujarat, via Form INC-28 on 8th April, 2026 and Scheme legally become effective..
  • Treatment of Capital Structure: In accordance with the approved Share Swap Ratio, your Company is in the process of allotting 4,62,711 equity shares to the eligible shareholders of the Transferor Company.
  • Accounting and Financial Impact: Consequent to the order and in compliance with the relevant Accounting Standards [Ind AS 103 / AS 14], the entire undertaking of the Transferor Company—comprising all assets, liabilities, reserves, and employee obligations—stands transferred to and vested in your Company on a going-concern basis with retrospective effect from 1st April 2022. Accordingly, the financial operations and balances of the Transferor Company from 1st April 2022 onwards have been incorporated into the standalone financial statements of your Company for the financial year ended 31st March 2026.

29

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is part of this Report.

RISK ASSESSMENT AND MANAGEMENT

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, there was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE COMPANY

During the year under review Company received approval of Scheme of Amalgamation between Lyka Exports Limited and the Company by the Hon'ble National Company Law Tribunal, Ahmedabad Bench on 16th March, 2026. Consequent to the order of Hon'ble Bench and in compliance with the relevant Accounting Standards [Ind AS 103 / AS 14], the entire undertaking of the Transferor Company—comprising all assets, liabilities, reserves, and employee obligations—stands transferred to and vested in your Company on a going-concern basis with retrospective effect from 1st April 2022. Accordingly, the financial operations and balances of the Transferor Company from 1st April 2022 onwards have been incorporated into the standalone financial statements of your Company for the financial year ended 31st March 2026.

Further There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (THE CODE)

During the year under review, the Company has not made or received any application under the Insolvency and Bankruptcy Code and there is no proceeding pending under the said Code.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not undergone any one-time settlement and therefore, the disclosure in this regard is not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Babulal Jain
Chairman
DIN: 00016573

^{}[] Mumbai, 25th May, 2026

Form No. AOC - 1

[Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statements of the Subsidiaries

Part ‘A’ : Subsidiaries

1.Sr. No.1
2.Name of the SubsidiaryLyka BDR
International Limited
3.Reporting period for the Subsidiary Concerned, if different from the holding company’s reporting periodSame as per the holding company’s period
4.Reporting currency and Exchange rate as on the last date of relevant financial year in the case of foreign subsidiariesNot Applicable
5.Share Capital2,250.00
6.Reserve & Surplus(2,699.17)
7.Total Asset422.94
8.Total Liabilities872.11
9.Investments-
10.Turnover1015.86
11.Profit/ (Loss) before taxation(155.87)
12.Provision for Taxation(39.69)
13.Profit/ (Loss) after Taxation(116.18)
14.Proposed Dividend-
15.% of Shareholding65.22%
a.Names of subsidiaries which are yet to commence operationsN.A.
b.Names of subsidiaries which have been liquidated or sold during the yearN.A.

The Hon’ble National Company Law Tribunal (‘NCLT’), Ahmedabad Bench, has sanctioned the Scheme of Amalgamation for the merger of Lyka Export Limited (the Transferor Company), with the Lyka Labs Limited (the Transferee Company), under Sections 230 to 232 of the Companies Act, 2013, vide its Order dated 16th March 2026.

Pursuant to the Scheme, 4,62,711 fully paid-up equity shares of Rs.10 each of the Company are to be allotted to the eligible shareholders of the erstwhile Lyka Export Limited.

For D. Kothary & Co.

Chartered Accountants

Firm Registration No. 105335W

Mehul N. Patel

Partner

Membership No. 132650

Kunal Gandhi

Managing Director

DIN: 01516156

Prashant Godha

Director

DIN: 00012759

Yogesh Shah

Whole-time Director & CFO

DIN: 06396150

Shailendra Kumar Agrawal

Company Secretary

Mumbai; 25th May, 2026

Form No. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including arm's length transactions under third proviso thereto.

  1. Details of contracts or arrangements or transactions not at arm's length basis:
    Not Applicable

  2. Details of material contracts or arrangements or transactions are on arm's length basis:

(a) Name(s) of the related party and nature of relationship
Lyka BDR International Limited, Subsidiary

(b) Nature of contracts/ arrangements / transactions
i. Sale of Goods: 114.11 Lakhs
ii. Rent Income: 4.50 Lakhs
iii. Interest Income: 41.60 Lakhs
iv. Commission Income: 147.83 Lakhs
v. Support Services: 41.18 Lakhs

(c) Duration of the contracts/arrangements/transactions: Continuous Basis

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: As per MOU

(e) Date(s) of approval by the Board, if any: 25th May, 2026

(f) Amount paid as advances, if any: Nil

For and on behalf of the Board of Directors

Babulal Jain
Chairman
DIN: 00016573

Mumbai, 25th May, 2026

^{}[] DNA

^{}[] ANNEXURE - I

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule(5) (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sl. No.RequirementsDetails
iThe ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial yearMr. Kunal Gandhi : 127.90 : 1
Mr. Yogesh Shah : 9.49 : 1
iiThe percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial yearPercentage increase in remuneration is as under, Mr. Kunal Gandhi - Director : 31.24%
Managing Director & CEO
Mr. Yogesh Shah - Director : 14.04%
Whole-time Director & CFO
iiiThe percentage increase in the median remuneration of employees in the financial yearNil
Please note that the yearly increase in remuneration of the employees (excluding Key Managerial Personnels) was effected from 1st April 2025. The median remuneration calculations were made on the basis of the remuneration of employees as on 31st March 2026.
ivThe number of permanent employees on the rolls of Company648 employees as on 31.03.2026
vAverage percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;The average percentage increase in the salaries of employees other than managerial personnel during the financial year 2025-26 was 6.63%, whereas the percentage increase in the remuneration of managerial personnel during the financial year was 29.89%.
viAffirmation that the remuneration is as per the remuneration policy of the CompanyThe Company affirms that remuneration is as per remuneration policy

Babulal Jain

Chairman

DIN:00016573

Mumbai, 25th May, 2026

ANNEXURE - II

SECRETARIAL AUDIT REPORT

Form No. MR - 3

For the financial year ended 31st March, 2026

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Lyka Labs Limited

CIN: L24230GJ1976PLC008738

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by Lyka Labs Limited (hereinafter called 'the company'). The secretarial audit as required under Companies Act, 2013 was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon:

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2026 complied with the statutory provisions listed hereunder and also that the company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2026 according to the provisions of:

(i) The Companies Act, 2013 ('the Act') and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('the SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings; (Not applicable as there was no reportable event during the financial year under review)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): -

(a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(e) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable as there was no reportable event during the financial year under review)
(f) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable as there was no reportable event during the financial year under review)
(g) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable as there was no reportable event during financial year under review)

34

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018; (Not applicable as there was no reportable event during the financial year under review)
(i) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding Companies Act, 2013 dealing with the company; and
(j) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time to time.

We have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliances under other applicable Acts, Laws and Regulations to the company. The list of major heads/groups of Acts, laws and Regulations as applicable to the Company are listed below:

a. The Factories Act, 1948;
b. The Income Tax Act and other Indirect Tax laws;
c. The Essential Commodities Act;
d. All Environmental Related Acts & Rules;
e. The Boilers Act;
f. The Poisons Act;
g. The Prevention of Food Adulteration Act, 1954;
h. The Dangerous Drugs Act, 1940;
i. The Industrial Disputes Act, 1947;
j. The Drugs and Magical Remedies (Objectionable Advertisements) Act 1954;
k. The Drugs & Cosmetics Act, 1940;
l. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013;
m. All applicable Labour Laws and other incidental laws related to Labour and employees appointed by the company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards in respect of Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
(ii) The Listing Agreement/SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered into by the company with the BSE Limited and the National Stock Exchange of India Limited.

To the best of our knowledge and belief, during the period under review, the company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned herein above, except certain forms have been filed with payment of additional fees with the MCA.

Adequate notices were issued to all the Directors for the board meetings and the committee meetings. Agenda and notes on agenda were also provided to all the directors and the members for meaningful participation in the meetings. Decisions at the board meetings and the committee meetings were carried through on the basis of majority.

The board of directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulation, 2015.

35

We further report that, during the year;

  1. The Hon'ble NCLT, Ahmedabad Bench, approved the scheme of merger under Sections 230–232 of the Companies Act, 2013 between Lyka Exports Limited (Transferor Company) and Lyka Labs Limited (Transferee Company) on 16th March, 2026.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period under review, the company has co-operated with us and have produced before us all the required forms information, clarifications, returns and other documents as required for the purpose of our audit.

For Kaushal Doshi & Associates
Practicing Company Secretary

Kaushal Doshi
Proprietor
FCS: 10609/COP: 13143
UDIN: F010609H000459123

Date: 25th May, 2026
Place: Mumbai

This report is to be read with our letter which is annexed as Annexure I and forms an integral part of the report.

36

Annexure I (Integral part of Secretarial Audit Report)

To,

Our report of even date is to be read along with this letter.

  1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
  2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. Verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
  3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
  4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
  5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
  6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Kaushal Doshi & Associates

Practicing Company Secretary

Kaushal Doshi

Proprietor

FCS: 10609/COP: 13143

UDIN: F010609H000459123

Date: 25th May, 2026

Place: Mumbai

37

ANNEXURE-III

ANNUAL REPORT ON CSR ACTIVITIES

  1. Brief outline on CSR Policy of the Company:

The Company understands its responsibility towards the society in which it operates and is initiating small but significant steps in bringing positive changes in the environment for sustainable development taking into consideration the interest of various stakeholders. For the Company, in the present context, CSR Policy adopted by the Company is not just a tool of investment of funds for social activity but also efforts to integrate the business processes with social processes.

The Company proposes to focus and undertake projects and programmes on activities as specified under the Schedule VII of the Companies Act, 2013 like promoting healthcare, promoting education, etc.

  1. Composition of CSR Committee:
SR. No.Name of DirectorDesignation / Nature of DirectorshipNumber of meetings of CSR Committee held during the yearNumber of meetings of CSR Committee attended during the year
1Mr. Kunal GandhiChairman22
2Mr. Neeraj GolasMember22
3Mr. Yogesh ShahMember22
4Ms. Dhara Shah*Member21
5Ms. Archana Yadav**Member21

*Ms. Dhara Shah has ceased to be a member of the Committee w.e.f. 3rd August, 2025 due to completion of her tenure as an Independent Director.

**Ms. Archana Yadav was appointed as a member of the Committee w.e.f. 26th May, 2025.

  1. Provide Web-link(s) where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company. www.lykalabs.com

  2. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5.

(a)Average net profit of the company as per section 135(5) of the Companies Act, 2013Rs. 2,17,42,845/-
(b)Two percent of average net profit of the Company as per section 135(5) of the Companies Act, 2013Rs. 4,34,857/-
(c)Surplus arising out of the CSR Projects or programmes or activities of the previous financial yearsNil
(d)Amount required to be set off for the financial year, if anyNil
(e)Total CSR obligation for the financial year (5b+5c-5d)Rs. 4,34,857/-

6. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project)

(a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (₹)Amount Unspent (₹)
Total Amount transferred to Unspent CSR Account as per section 135(6).Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
Amount (₹ in Lakhs)Date of transferName of the FundAmount. (₹ in Lakhs)
₹ 7,20,248/-NILNILNILNIL

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)
SI. No.Name of the Project.Item from the list of activities in Schedule VII to the Act.Local area (Yes/ No).Location of the project.Project duration.Amount allocated for the project (in Rs.).Amount spent in the current financial Year (in Rs.).Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.).Mode of Implementation - Direct (Yes/No).Mode of Implementation - Through implementing Agency
State.District.NameCSR Registration number.
Nil

© Details of CSR amount spent against other than ongoing projects for the financial year:

(1)(2)(3)(4)(5)(6)(7)(8)
SI. No.Name of the ProjectItem from the list of activities in schedule VII to the Act.Local area (Yes/ No).Location of the project.Amount spent for the project (in Rs.).Mode of implementation - Direct (Yes/ No).Mode of implementation - Through implementing agency.
StateDistrictName.CSR registration number.
1.JUJVA VIBHAG KELAVANI MANDALpromoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;YesGujaratValsadRs. 7,20,248/-YesNANA
TOTALRs. 7,20,248/-

(c) Amount spent in Administrative Overheads: Nil
(d) Amount spent on Impact Assessment, if applicable: Not Applicable
(e) Total amount spent for the financial year (6a+6b+6c): 7.20 Lakhs

39

(f) Excess amount for set off, if any:

Sr. No.ParticularAmount ₹
(i)Two percent of average net profit of the company as per Section 135(5)4,34,857
(ii)Total CSR obligation for the financial year 2025-264,34,857
(iii)Total amount spent for the financial year7,20,248
(iv)Excess amount spent for the financial year [(iii)-(ii)]2,85,391
(v)Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any0
(vi)Amount available for set off in succeeding financial years [(iv)-(v)]2,85,391
  1. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. No.Preceding Financial YearAmount transferred to UnspentCSR Account undersection 135 (6)(in Rs.)Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in Rs.)Amount spent in the Financial Year (in Rs.).Amount transferred to any fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if anyAmount remaining to be spent in succeeding financial years. (in Rs.)Deficiency, if any
Name of the FundAmount (in Rs).Date of transfer.
Not Applicable

b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Sr. No.Project IDName of the ProjectFinancial Year in which the project was commencedTotal amount allocated for the project (in Rs.)Amount spent on the project in the reporting Financial Year (in Rs.)Cumulative amount spent at the end of reporting Financial Year (in Rs.)Status of the project - Completed / Ongoing
Not Applicable
  1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details). Not Applicable
  2. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5). Not Applicable

For and on behalf of the Board of directors

Babulal Jain
Chairman
DIN: 00016573
Date: 25th May, 2026
Place: Mumbai

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC OVERVIEW AND OUTLOOK

As per the International Monetary Fund (IMF), India's economy will grow @ 6.4% -6.6% in fiscal year (FY) 2026 and 6.5% in FY2027, supported by Strong investment in artificial intelligence (AI), resilient services sectors and monetary easing with increased private consumption, private investment on the back of Government policies to improve transport infrastructure, logistics and business eco systems.

The current account deficit has been reduced due to higher exports of services. However, continued geopolitical tensions leading to higher energy prices, trade protectionism and debt vulnerabilities in emerging economies. Despite these challenges, India continues to witness sustained economic growth.

PHARMACEUTICAL SECTOR OVERVIEW

Indian Pharma industry is projected to reach USD 130 billion by 2030 with a target of USD 450 Billion by 2047 driven by high quality generics (20% Global Share) API growth (12.24% of CAGR) and PLI scheme incentives with compound Annual Growth Rate (CAGR) around 8-9% as India is the largest provider of generic drugs globally. Indian pharmaceutical sector serves more than 200 countries supplied over 60% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicines in the UK. Globally, India ranks 3rd in terms of pharmaceutical production by volume and 13th by value. India enjoys an important position in the global pharmaceuticals sector.

The Indian pharmaceutical exports reached USD 30.5 billion in 2024-25 with a 7% CAGR over last decade and the industry is poised for significant expansion, targeting USD 120-130 billion market has grown at a 37 percent CAGR from 2020 to 2023, reaching US$ 50 billion growing from its current status as the Pharmacy of the World".

The Indian Government has taken many initiatives like the PLI Scheme, which provides incentives of 8% of FY 2026-27 and 6% for FY 2027-28 (category 1 & 2) aim to boost high-end drug manufacturing, such as complex generics and biosimilars and it is expected to benefit the Indian pharmaceutical companies.

The pharma sector contributes to around 1.72% of the Country's GDP.

COMPANY OVERVIEW

Lyka Labs Limited is a pharmaceutical company engaged in the development, manufacture and marketing of quality finished dosages. The Company has a well-diversified business model in terms of markets, therapies and products. The Company believes in Innovation. It provides state-of-the-art prepositions to advance the company's relevance and foster a spirit of experimentation. The pharmaceutical products of the Company are consistent in terms of quality and reliability.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged in only one segment viz. pharmaceuticals. The Company has a presence in Domestic as well as international markets. The Company has a commercial presence in various countries.

OUTLOOK

The Company is focused towards expanding its geographical reach in Human & Veterinary Healthcare Business Segments. The Company re-entered into the business of animal healthcare in 2023 by acquiring the animal healthcare business of Agilis Healthcare Private Limited and financial year 2025-26 was the 3rd full year of operations.

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During the financial year under report:

  1. The Company has invested in building brands and distribution networks in Human and Veterinary Healthcare segments, both in the domestic as well as international markets.

  2. The Company has continued to invest in Research & Development (R&D) for New Products and Novel Drug Delivery Systems. The R&D Department is focused on developing of New Formulations and has successfully developed several products in the following categories:

a. Injectables: Lyophilised Injection, Liquid Injections & Dry Powder Injections
b. Topical Preparation: Ointment, Creams and Lotions.

  1. The Company successfully launched its patented product Pregabalin Gel in India after completing clinical trials and getting CDSCO approval in November 2024.

RISKS AND CONCERNS

Your Company does not perceive any risks or concerns other than those that are common to the industry such as regulatory risks, exchange risk, cyber risks and other commercial and business related risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year, the total consolidated Income was Rs.13,194.24 Lakhs. The Company has reported net loss of Rs. (1,057.96) Lakhs during the financial year 2025-26.

HUMAN RESOURCE

There has been no material development on human resources and industrial relations front. The relationship with employees and workers continued to be cordial at all levels. As on 31st March 2026, permanent employees inclusive of workers strength was 648.

KEY FINANCIAL RATIOS

The key financial ratio for the financial year 2025-26 and changes therein as compared to the immediately preceding financial year along with detailed explanation in cases where the change is 25% or more are as under:

a. Interest Coverage ratio: EBIT / Interest Expense. The ratio for the year was (8.99) (times) as against 5.82 (times) in the previous year. Due to negative EBIT the ratio is negative.

b. Current Ratio: Current Assets/ Current Liabilities. This ratio for the current financial year was 1.13 (times) as compared to 1.56 (times) in the previous year. Current ratio has decreased due to increase in borrowings for the year compared to previous year.

c. Debt-Equity ratio: Total Debt/ Shareholders Equity. This ratio for the year was 0.58 (times) as against 0.33 (times) in the previous year. This ratio has increased due to new loans availed during the financial year.

d. Operating Profit Margin: EBIT/Sales operating profit margin for the year was (24.74) % as against 9.95 % in the previous year. Due to operating loss, the ratio is negative for the year ended 25-26. The operating loss reported for the period is primarily on account of a one-time impairment charge of Rs.2301.44 related to our

42

investment in and outstanding loans given to our subsidiary (Lyka BDR International Limited). This charge has been presented as an exceptional item in the financials.

e. Net Profit Margin: Net Profit/Total Revenue from operations for the current financial year was (27.95) % as against 6.11 % in the previous financial year. Ratio is negative due to negative PAT (Majorly on account of exceptional items).

CHANGE IN RETURN ON NET WORTH

Return on Net Worth: This financial performance is calculated by dividing net income by shareholders' equity. Return on net worth or return on equity during the year was (0.31) % as compared to 0.08% in the previous year. Return on equity is negative due to net losses incurred for the current year.

For and on behalf of the Board of Director

Mumbai; 25th May 2026

43

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations)

1. Company's philosophy on Code of Corporate Governance:

Compliance with the Code of Corporate Governance forms an integral part of the Company's philosophy. At Lyka Labs Limited, Corporate Governance is all about maintaining a valuable relationship and trust with all the stakeholders and to carry out the Company's activities and operation in a true and fair manner to achieve transparency, accountability and business prosperity. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials, performance and governance of the Company.

The Company has a Code of Conduct for the employees, including the Directors. These Codes are available on the Company's website. The Company's Corporate Governance philosophy has been further strengthened through the Insider Trading Code of the Company.

2. Board of Directors

a) Composition

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2026, the Board comprises of two Executive Directors and five Non-Executive Directors. The composition of the Board is in compliance with the requirements of Regulation 17 of the SEBI Listing Regulations as on 31st March, 2026.

None of the Directors on the Board is a Member of more than ten Committees and the Chairman in more than five Committees, across all companies in which they are Directors.

b) Attendance at Board Meetings and the last Annual General Meeting (AGM)

During the year ended 31st March, 2026, 6 (Six) Board Meetings were held. The dates on which the said meetings were held are as follows:

26th May, 2025, 1st August, 2025, 29th September 2025, 12th November, 2025, 29th January, 2026 and 31st March, 2026

Attendance of Directors at Board Meetings during 2025-2026 and Directorship(s) and Committee Chairmanship(s)/Membership(s) of other companies as on 31st March, 2026

Name of the DirectorCategoryNo. of Board Meetings held - 6No. of Directorship(s) and Committee Chairmanship(s)/ Membership(s)Attended Last AGM on 9th August, 2025
AttendedOther Directorship(s)*Committee Chairmanship(s)**Committee Membership(s)**
Mr. Babulal JainChairman Independent Director5---Yes
Mr. Kunal GandhiManaging Director62-2Yes
Mr. Yogesh ShahWhole-time Director61--Yes
Mr. Prashant GodhaNon-Executive63-1Yes
Mr. Shashil MendonsaNon-Executive3---No

^{}[] DRAFT

Name of the DirectorCategoryNo. of Board Meetings held - 6No. of Directorship(s) and Committee Chairmanship(s)/ Membership(s)Attended Last AGM on 9th August, 2025
AttendedOther Directorship(s)*Committee Chairmanship(s)**Committee Membership(s)**
Mr. Neeraj GolasIndependent Director62-3Yes
##Ms. Dhara ShahIndependent Director23-1Yes
##Mrs. Archana S YadavIndependent Director6323Yes
* The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 8 Companies and Private Limited Companies.
** Chairmanship(s)/Membership(s) of only the Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies have been considered.
## Mrs. Archana S Yadav appointed as Additional and Independent Women Director w.e.f. 26th May, 2025.
## Ms. Dhara Shah ceased to be a director of the Company due to tenure completion w.e.f. 3rd August, 2025.

c) Details of Directorship in other Listed Companies:

NameName of Listed CompanyCategory
Mr. Kunal GandhiRelic Technologies LimitedNon-Executive Director
Mr. Prashant GodhaIpca Laboratories LimitedExecutive Director
Maker Laboratories LimitedNon-Executive Director
Resonance Laboratories LimitedNon-Executive Director
Mr. Neeraj GolasAshima LimitedIndependent Director
N R Agarwal Industries LimitedIndependent Director
Mrs. Archana S YadavJ. Kumar Infraprojects LimitedIndependent Director
Systematic Industries LimitedIndependent Director
V2 Retail LimitedIndependent Director

d) Skills/expertise/ competencies of the Board of Directors

The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Area of skills/expertise/ competencies

  • Financial Skills/Accounts
  • Pharma marketing strategy
  • Legal and Regulatory Compliance and Governance
  • Risk Management
  • Plant Management
  • Supply Chain

These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may possess varied combinations of skills/experience within the described set of parameters, and it is not necessary that all Directors possess all skills/experience listed therein.

e) Other Disclosure

  • The Board confirms that the Independent Directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.
  • None of the Independent Directors have resigned during the year.

45

  1. Audit Committee:

During the year ended 31st March, 2026, 5 (Five) Audit Committee Meetings were held. The dates on which the said meetings were held are as follows:

26th May, 2025, 1st August, 2025, 12th November, 2025, 29th January, 2025 and 31st March, 2026.

The composition of the Audit Committee and the number of meetings attended by each Member during the year ended 31st March, 2026 is as follows:

Name of the MemberDesignationNo. of Meetings held-5
Attended
Mr. Babulal JainChairman4
Mr. Kunal GandhiMember5
Mr. Neeraj GolasMember5
Ms. Dhara Shah*Member2
Mrs. Archana S Yadav**Member4

Tenure Completion on 3rd August, 2025
*Appointed as a Member w.e.f. 26th May, 2025

All the Members of the Audit Committee are financially literate and one Member has accounting and related financial management expertise

The Company Secretary acts as the Secretary to the Committee.

The Audit Committee, as and when considers appropriate, invites the Statutory Auditors and Internal Auditors at The terms of reference of this Committee includes those specified under Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations in consonance with the provisions of Section 177 of the Companies Act, 2013 (the Act). The brief descriptions of terms of reference are as follows:

  • Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible
  • Recommending the appointment/re-appointment/replacement, if required, of Statutory Auditors, fixation of audit fees and approval of payments for any other services.
  • Reviewing with management, the annual Financial Statements before submission to the Board for approval with particular reference to:
  • Matters required to be included in the Directors' Responsibility Statement are included in the Directors' Report in terms of sub-section 3(c) of Section 134 of the Act;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by the management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to Financial Statements.
  • Disclosure of related party transactions; and
  • Un-modified opinion(s) in draft audit report.
  • Reviewing with management, quarterly Financial Statements before submission to the Board for approval;
  • Review and monitor the Auditor's independence and performance and effectiveness of Audit process;
  • Reviewing performance of Statutory and Internal Auditors, adequacy of the internal control systems;

46

^{}[] LXA

  • Approval or any subsequent modification of transactions of the Company with related parties;
  • Scrutiny of inter-corporate loans and investments;
  • Valuation of undertakings or assets of the Company, wherever it is necessary;
  • Evaluation of internal financial controls and risk management systems;
  • 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;
  • Discussion with Internal Auditors of any significant findings and follow-up thereon and reviewing the reports furnished by them;
  • Reviewing 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;
  • To look into the reasons for substantial defaults in the payment to the shareholders (in case of non payment of declared dividends) and creditors;
  • To grant omnibus approval for related party transactions which are in the ordinary course of business and on an arm length pricing basis and to review and approve such transactions subject to the approval of the Board;
  • To review the functioning of the Whistle Blower mechanism;
  • Carrying out such other function as may be specifically referred to the Committee by the Board of Directors and/or other Committees of Directors of the Company

4. Nomination and Remuneration Committee:

During the year ended 31st March, 2026, 4 (Four) Nomination and Remuneration Committee Meetings were held. The dates on which the said meetings were held are as follows:

26th May, 2025, 1st August, 2025 and 29th September, 2025.

The composition of the Nomination and Remuneration Committee and the number of meetings attended by each Member during the year ended 31st March, 2026 is as follows:

Name of the MemberDesignationNo. of Meetings held-3
Attended
Mrs. Archana S Yadav*Chairperson2
Ms. Dhara Shah**Member2
Mr. Babulal JainMember2
Mr. Prashant GodhaMember3
Mr. Neeraj GolasMember3
  • Appointed as a Member w.e.f. 26th May, 2025
    **Ceased to be a Member w.e.f. 3rd August, 2025

The terms of reference of this Committee includes those specified under Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations in consonance with the provisions of Section 178 of the Act. The brief descriptions of terms of reference of the Committee interalia include the following:

  • Succession planning of the Board of Directors and other Senior Management Employees;
  • To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down;
  • To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to remuneration for the Directors and Key Managerial Personnel and other Senior Management Employees;

47

  • Review the performance of the Board of Directors and other Senior Management Employees in accordance with the criteria laid down;
  • To oversee the matters pertaining to HR Policies.

The Company Secretary acts as the Secretary to the Committee.

REMUNERATION TO DIRECTORS

The Non-Executive Directors are entitled to sitting fees for every meeting of the Board or Committee thereof attended by them. They are also entitled to commission not exceeding one percent of net profits of the Company, if paid.

The Nomination and Remuneration Policy, which was approved by the Board is available on the Company's website and the web-link for the same is https://www.lykalabs.com/nomination-and-remuneration-policy.pdf

Details of remuneration and sitting fees paid to Directors during the year ended 31st March, 2026 are as under:

(In Rs.)

Name of the DirectorDesignationRemuneration
Mr. Kunal GandhiManaging Director4,95,05,860
Mr. Yogesh ShahWhole- time Director35,74,867
  • Includes Rs.1,40,00,000/- paid towards unavailed privilege leave for earlier tenure and balance Rs. 3,86,66,667/- is regular salary, perquisites and allowances.

(In Rs.)

Name of the Non-Executive DirectorSitting fees
Mr. Babulal Jain2,10,000
Mr. Prashant Godha2,20,000
Mr. Shashil Mendonsa90,000
Mr. Neeraj Golas2,70,000
Ms. Dhara Shah1,10,000
Mrs. Archana S Yadav2,40,000

*Mrs. Dhara Shah ceased directorship due to completion of tenure.

Details of shares of the Company held by Directors are as under:

Name of MemberNo. of Equity Shares held
Mr. Kunal Gandhi34,93,629
Mr. Yogesh Shah1,050

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year ended 31st March, 2026, 1 (One) Stakeholders' Relationship Committee Meeting was held on 29th January, 2026.

The composition of the Stakeholders' Relationship Committee and the number of meetings attended by each Member during the year ended 31st March, 2026 is as follows:

Name of MemberDesignationNumber of Meeting held- 1
Attended
Mr. Babulal JainChairman1
Mr. Kunal GandhiMember1
Mr. Neeraj GolasMember1
Mr. Yogesh ShahMember1

The brief descriptions of terms of reference of the Committee inter-alia, include the following:

  • To allot shares/securities from time to time;
  • To consider all matters pertaining to securities, including but not limited to offer of securities alongwith issue and allotment of securities, crediting of securities in depository system, listing and de-listing of securities on/from stock exchange in India, transfer and transmission of securities, demat and remat of securities, issue of duplicate securities certificate, consolidation and split of securities certificate and to do all acts required to be done under the applicable rules, regulations and guidelines, from time to time and to consider matters incidental thereto;
  • To monitor the shareholding pattern and related reports on securities;
  • To approve the opening, operations and closure of bank accounts for payment of interest and ividend, issue and redemption of securities, to authorize officials to open, operate and close the said accounts from time to time;
  • To consider and resolve the grievances of security holders of the Company;
  • To appoint/change and fix the fees and other charges payable to the Registrar Transfer Agent (RTA) for handling the work related to securities and to delegate powers to the RTA as may be deemed fit and to monitor all activities of the RTA;
  • To consider and resolve the matters/grievances of Shareholders/Investors in regard to the following:
  • transfer of shares
  • non-receipt of dividends
  • non-receipt of shares in demat account
  • non-receipt of annual report
  • any other matter of shareholder/investor grievance
  • Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
  • Review of measures taken for effective exercise of voting rights by shareholders.
  • Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the RTA.
  • 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 warrants/annual reports/statutory notices by the shareholders of the company.
  • To delegate any of the aforesaid matters to Director(s)/official(s) and/or the officials of the RTA, as the Committee may deem fit.

INVESTOR RELATIONS

During the year ended 31st March, 2026, 1 (one) complaint received from the investors of the Company and resolved within time frame.

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6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Act, the Board has constituted a Corporate Social Responsibility Committee. The Corporate Social Responsibility Policy, which was approved by the Board, is available on the Company's website and the web-link for the same is https://www.lykalabs.com/pdf/CSR-Policy.pdf

During the year ended 31st March, 2026, 2 (Two) Committee Meeting was held on 26th May, 2025 and 31st March, 2026

The composition of the Corporate Social Responsibility Committee is as follows:

Name of MemberDesignationNumber of Meeting Held and attended
Mr. Kunal GandhiChairman2
Mr. Yogesh ShahMember2
Mr. Neeraj GolasMember2
Mrs. Archana S Yadav*Member1
Ms. Dhara Shah**Member1

*Appointed as a Member w.e.f. 26th May, 2025

**Ms. Dhara Shah has ceased to be a member of the Committee w.e.f. 3rd August, 2025 due to completion of her tenure as an Independent Director.

The terms of reference of the Committee is to comply with the requirements of Section 135 of the Act, the Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia, are as follows:

  • Formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company in accordance with the provisions of Schedule VII of the Act.
  • Formulate and recommend to the Board an annual action plan in pursuance to the CSR Policy.
  • Recommend to the Board the Amount of expenditure to be incurred on the activities referred to in the CSR policy.
  • Monitor the CSR Policy and its implementation from time to time.

7. Amalgamation Committee

During the year ended 31st March, 2026, Amalgamation Committee Meeting was held.

The composition of the Amalgamation Committee and the number of meetings attended by each Member during the year ended 31st March, 2026 is as follows:

Name of MemberDesignationNumber of Meeting held- 1
Attended
Mr. Babulal JainChairman1
Mr. Kunal GandhiMember1
Mr. Yogesh ShahMember1

8. INDEPENDENT DIRECTORS' MEETING

During the year under review, Independent Directors met on 29th January, 2026, inter- alia, to discuss:

  • Evaluation of the performance of Non-Independent Directors and the Board as a whole.
  • Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
  • Evaluation of the quality, quantity content and timeliness of flow of information between the Management and the Board.

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9. GENERAL BODY MEETINGS

Location, day, date and time of the AGMs held during the last three years and special resolutions passed:
Finan cial YearDay, Date and Time of AGMLocation of the MeetingSpecial Resolutions
2022-23Wednesday, 2nd August, 2023 at 11:00 A.MThrough VC/OAVM
Venue of the Meeting shall be deemed to be the Registered office of the Company situated at 4801/B & 4802/A, G.I.D.C., Industrial Estate, Ankleshwar, District Bharuch, Gujarat - 39300
• Approval of Related Party Transactions for the financial year 2023-24
2023-24Friday, 9th August, 2024 at 11:00 A.M.Through VC/OAVM
Venue of the Meeting shall be deemed to be the Registered office of the Company situated at 4801/B & 4802/A, G.I.D.C., Industrial Estate, Ankleshwar, District Bharuch, Gujarat - 393002
None
2024-25Friday, 1st August, 2025 at 12:30 P.M.Through VC/OAVM
Venue of the Meeting shall be deemed to be the Registered office of the Company situated at 4801/B & 4802/A, G.I.D.C., Industrial Estate, Ankleshwar, District Bharuch, Gujarat - 393002
• Appointment of Mrs. Archana S Yadav as an Independent Director
• Re-appointment of Mr. Yogesh B Shah, Whole-time Director
• Introduction and Implementation of Lyka Labs Employees Stock Option Scheme 2025

10. DIRECTORS

Resume and other information regarding the Directors seeking re-appointment as required by Regulation 36(3) of the SEBI Listing Regulations has been given in the Notice of the Forty Sixth Annual General Meeting annexed to the Annual Report.

11. DISCLOSURES

a) Related party transactions

All transactions entered into with Related Parties as defined under the Act and the Listing Regulations during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. The Board has approved a policy for related party transactions which has been uploaded on the Company's website and the web-link for the same is https://www.lykalabs.com/related-party-transactions-policy.pdf

The detailed disclosure as required by the Indian Accounting Standards (Ind AS) 24 on related party transactions has been made in the notes to the Financial Statements.

b) Compliance by the Company

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other statutory authorities.

c) Familiarization Programme for Independent Director

At the time of appointment, a formal letter of appointment is given to Independent Directors which inter-alia explain the role, functions, duties and responsibilities expected from them as a Director of the Company. The Company conducts programmes for the Independent Directors to understand and get updates on the business and operations of the Company on a continuous basis. Such programmes provide an opportunity to the Independent Directors to interact with Senior Leadership team of the Company and help them to understand the Company's strategy models, operations, services, product-offerings, finance, human resources and such other areas may arise from time to time. The Familiarization Programme are available on the Company's website and the web-link for the same is https://www.lykalabs.com/familiarisation-policy.pdf

d) Vigil Mechanism/Whistle-blower Policy

The Company has adopted Vigil Mechanism/Whistle-blower Policy, which is available on the Company's website. No personnel have been denied access to the Audit Committee to lodge his/her grievances.

e) Code of Conduct

The Company has laid down a code of conduct for the Directors and Senior Management Personnel of the Company. The code has been posted on the website of the Company. A declaration to the effect that the Directors and Senior Managerial Personnel have adhered to the same, signed by the Managing Director of the Company, forms part of this report.

f) Disclosure of Accounting Treatment

In the preparation of the Financial Statements, the Company has followed Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

g) Disclosure of Risk Management

The Company has a procedure to inform the Board about the risk assessment and minimization procedures. The Board of Directors periodically reviews the risk management framework of the Company.

h) CEO/CFO Certification

The Managing Director and Chief Financial Officer of the Company gave Annual Certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations and they have also given quarterly certifications on financial results while placing the financial results before the Board in terms of Regulation 33 of the SEBI Listing Regulations.

i) Review of Directors' Responsibility Statement

The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2025 have been prepared as per applicable Indian Accounting Standards (Ind AS) and policies and that sufficient care has been taken for maintaining adequate accounting records.

j) Recommendation of the Committee

During the financial year 2025-2026, all the recommendations of the Committees of the Board, which were mandatorily required, have been accepted by the Board of Directors

  1. MEANS OF COMMUNICATION

a. The quarterly, half-yearly, nine months and full year results are published in The Financial Express (English edition) and Janadesh (Gujarati - Regional edition).

b. The Company uploads financial results and quarterly shareholding pattern along with other relevant information useful to investors on the Company's website www.lykalabs.com

c. At present, the Company does not make presentation to Institutional Investors or to the Analysts.

d. The Management Discussion and Analysis is given separately in this Annual Report.

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13. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code for Prevention of Insider Trading in the shares of the Company which is in line with the Model Code as prescribed by the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended. The said code, inter-alia prohibits purchase/sale of shares of the Company by Directors and Employees while in possession of unpublished price sensitive information in relation to the Company and the web-link for the same is https://www.lykalabs.com/code-of-conduct-for-senior-management-personnel-policy.pdf

14. GENERAL INFORMATION FOR SHAREHOLDERS

i)Date, Time and Venue of forthcoming AGMDate : Monday, the 10th August, 2026
Time : 12:30 P.M.
Through Video conferencing (VC)/Other Audio Video Means (OAVM)
ii)Financial Calendar (2025-2026)a. First Quarterly Results - Upto 14th August, 2026
b. Second Quarterly Results - Upto 14th November,2026
c. Third Quarterly Results - Upto 14th February, 2027
d. Annual Results - Upto 30th May, 2027
iii)Date of Book ClosureFrom the 4th August, 2026 to 10th August, 2026 (both day inclusive)
iv)Dividend payment dateNo Dividend is recommended for the financial year 2025-2026
v)Listing on Stock ExchangeBSE Limited (BSE)
P. J. Towers, Dalal Street, Fort, Mumbai – 400 001
NSE
Exchange Plaza”, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051
vi)ISININE933A01014

vii) Share Transfer System

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, request for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. Further, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company.

viii) Distribution of Shareholding as on 31st March, 2026

CategoryNumber of ShareholdersPercentage of Total Number of ShareholdersTotal Number of SharesPercentage of Total Number of Shares
1 to 5002416788.8626455797.41
501 to 1,00015065.5412198383.42
1,001 to 5,00012034.4226638337.46
5,001 to 10,0001340.4910029142.81
10,001 & above1880.692815783678.90
Total27,198100.003,56,90,000100.00

ix) Dematerialization of Shares and Liquidity

99.44 percent shares have been dematerialized as on 31st March, 2026. The Equity shares of the Company are traded on BSE Limited and National Stock Exchange India Limited

The Company has paid the listing fees for the financial year 2026-2027 to BSE Limited and National Stock Exchange of India Limited, where its equity shares are listed.

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x) Outstanding ADRS, GDRS, Warrants or any convertible instruments, conversion date and impact on Equity

The Company has not made any ADRs, GDRs, Warrants or any convertible instruments issues in the recent past. Thus, there are no outstanding ADRs, GDRs, Warrants or any convertible instruments till date.

xi) Plant Location

4801/B & 4802/A, G.I.D.C., Industrial Estate, Ankleshwar, District Bharuch, Gujarat - 393 002

xii) Address for Investor Correspondence

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address or any other query relating to shares, please write to:

Registered Office

4801/B & 4802/A, G.I.D.C., Industrial Estate, Ankleshwar, District Bharuch, Gujarat - 393002

Tel. No.(02646) 21422/220549

E-mail: [email protected]

Corporate Office

Ground Floor, Spencer Building, 30,

Forjett Street, Grant Road (West),

Mumbai-400036

Tel. No. (022) 66112200

Registrar Transfer Agent

MUFG Intime India Private Limited

C- 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai- 400 038

Tel No: (022) 4918 6720

E-mail: [email protected]

Website: www.in.mpms.mufg.com

xiii) Compliance with the SEBI Listing Regulations

The Company has complied with all the mandatory requirements of the SEBI Listing Regulations. The certificate from Secretarial Auditor on compliance of the conditions of Corporate Governance by the Company is annexed, forms part of this Report.

xiv) Update Address/ E-Mail Address/Bank Details/Mobile No.

As a part of Green Initiative, the Act allow companies to go for paperless compliances by sending Notices, Annual Report and other related documents by e-mail to its Members. Many of the Members have not registered their e-mail address so far, may, as a support to this initiative, register their e-mail address by sending an e-mail to [email protected] quoting their Name, Folio No./DP ID/Client ID, E-mail address and Mobile No. to get registered with us for enabling us to send the said documents in electronic form.

xv) Certificate from Company Secretary in Practice

Mr. Kaushal Doshi, Practicing Company Secretary has issued a certificate as required under the SEBI Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

54

xvi) Details of Total Fees Paid to Statutory Auditors

The details of total fees for all services paid by the Company, on a consolidated basis, to the Statutory Auditor and all entities in the network firm / network entity of which the statutory auditor is a part, are as follows: (In Rs.)

Audit Fees19,50,000
Re- imbursement of expenses-
Total19,50,000

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

During the year ended 31st March, 2026, there were no complaints received by the Company.

xviii) Non-Mandatory Requirements

a. The Chairman of the Board

The Chairman of the Board is Independent Director.

b. Shareholder's Rights:

The Company's Quarterly, Half yearly, Annually / Yearly financial results are published in leading English and Gujrati daily newspapers.

c. Modified opinion(s) in audit report:

There are no qualifications in the Auditors' report on the Financial Statements to the Shareholders of the Company.

d. Separate posts of Chairman and CEO

The Company has appointed Mr. Babulal Jain as the Chairman and Mr. Kunal Gandhi as the Managing Director of the Company.

e. Reporting of Internal Auditor

The Internal Auditors reports are reviewed by on quarterly basis.

THE DISCLOSURES OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATIONS 17 TO 27 AND 46(2) OF THE SEBI LISTING REGULATIONS.

The Company has complied with all the mandatory Corporate Governance requirements under the SEBI Listing Regulations. The Company confirms compliance with Corporate Governance requirements specified in Regulations 17 to 27 and sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations.

55

DECLARATION UNDER REGULATION 26(3) READ WITH PART D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To

It is hereby declared that all the members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2026

For Lyka Labs Limited

Mumbai, 25th May 2026

Kunal Gandhi
Managing Director and CEO
DIN: 01516156

56

CERTIFICATION BY CEO/CFO UNDER REGULATION 17(8) READ WITH PART B OF SCHEDULE II OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To

The Board of Directors

A. We have reviewed financial statements and the cash flow Statement for the Financial year 31st March 2026 and that to the best of their knowledge and belief:

(1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or volatile of the Company's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit committee:

(1) There were no significant changes in internal control over financial reporting during the year;

(2) There were no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) There were no Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

For Lyka Labs Limited

Kunal Gandhi
Managing Director & CEO
DIN:01516156

Yogesh Shah
Chief Financial Officer
DIN:06396150

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members

CIN: L2430GJ1976PLC008738

We have examined the compliance of conditions of Corporate Governance by Lyka Labs Limited ('the Company'), for the financial year ended 31st March, 2026 as prescribed in Regulations 17-27, Clauses (b) to (i) of sub Regulations (2) of regulation 46 and paras C, D & E of Schedule V to the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (the SEBI Listing Regulation).

We state that the compliance of the conditions of Corporate Governance is the responsibility of the management, and our examination was limited to the procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid provision of the SEBI Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Kaushal Doshi & Associates

Practicing Company Secretary

Kaushal Doshi

Proprietor

FCS: 10609 / COP: 13143

PR Number: 6946/2025

UDIN: F010609H000459266

58

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Lyka Labs Limited having CIN: L24230GJ1976PLC008738 and having its registered office situated at 4801/B & 4802/A, GIDC Industrial Estate, Ankleshwar, Gujarat 393002, (hereinafter referred to as 'the Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company for the financial year ending on 31st March, 2026 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, Reserve Bank of India or any such other Statutory Authority.

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FCS: 10609/COP: 13143

PR Number: 6946/2025

UDIN: F010609H000459191

59

FINANCIAL STATEMENTS

^{}[] 60

INDEPENDENT AUDITOR'S REPORT

To the Members of
Lyka Labs Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Lyka Labs Limited (the "Company"), which comprise the Balance Sheet as at 31st March, 2026, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2026, and its loss, total comprehensive income (comprising of loss and other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to Note 15.5 to the standalone financial statements in respect of the Scheme of Amalgamation (the "Scheme") between the Company and its subsidiary, namely Lyka Exports Limited ("Transferor Company"), from the appointed date of April 1, 2022, as approved by National Company Law Tribunal vide its order dated March 16, 2026. The Company has accounted for the amalgamation in accordance with Appendix C of Ind AS 103 – Business Combinations relating to business combinations under common control. Accordingly, the Company has given effect to the Scheme from the beginning of the preceding period presented, i.e., April 1, 2024, and the comparative figures for the year ended March 31, 2025 have been restated. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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^{}[] INDEPENDENT AUDITOR'S REPORT (Cont...)

We have determined the matter described below to be the key audit matter to be communicated in our report

Key audit MatterHow the matter was addressed in our audit
Business Combination under Common Control – Merger Accounting of Lyka Export Limited
Refer to Note 15.5 to the Standalone Financial Statements – “Business combination under common control”.
Pursuant to the National Company Law Tribunal (NCLT) Order dated March 16 2026, subsidiary of the Company viz. Lyka Exports limited (“Transferor Company”) has been merged with the Company (“Transferee Company”) under the approved Scheme of Amalgamation.
The Company has accounted for the business combination using the pooling of interest method in accordance with Appendix C of Ind AS 103 – Business Combination (the ‘Standard’).
The carrying value of the assets and liabilities of the subsidiaries as at April 1, 2024 (being the beginning of the previous period presented), as appearing in the consolidated financial statements of the Company before the merger have been incorporated in the books with merger adjustments, as applicable.
The Company are to be allotted 4,62,711 fully paid-up equity shares of the Company to the eligible shareholders of the erstwhile subsidiary Lyka Exports Limited in accordance with the Scheme.
The Company has recognised Capital Reserve (debit balance) of Rs. 14.32 Lakhs directly in “Other Equity”.
Considering the magnitude and complex accounting involved, the aforesaid business combination treatment in standalone financial statements has been considered to be a key audit matter.
Our audit procedures included the following:
• Obtained and read the Scheme of Amalgamation approved by the NCLT.
• Assessed whether the transaction qualified as a business combination under common control and evaluated the accounting treatment adopted by the Company with reference to the requirements of Appendix C to Ind AS 103.
• Verified the carrying values of assets and liabilities of the transferor company incorporated in the books of the Company with the underlying records and consolidated financial statements.
• Examined the merger accounting adjustments recorded by the management, including elimination and regrouping adjustments, wherever applicable.
• Verified the accounting and computation relating to issue of 4,62,711 equity shares to the eligible shareholders pursuant to the Scheme. And verified the disclosure of the same under other equity as Shares pending issuance pursuant to merger, as the allotment of these shares are pending as on reporting date.
• Tested the computation and recognition of capital reserve (debit balance) amounting to Rs.14.32 Lakhs recognised under Other Equity.
• Assessed the adequacy and appropriateness of disclosures made in the standalone financial statements in accordance with the applicable requirements of Ind AS and the approved Scheme of Amalgamation
Based on the above work performed, the management’s accounting for the merger of Lyka Exports Ltd with the Company is in accordance with the Appendix C of Ind-AS 103 Business Combination.
Assessment of Impairment of Investment made in and Loans given to the subsidiary company
Management is required to review regularly whether there are any indicators of impairment of such investments/ loans by reference to the requirements under Ind AS and perform its impairment assessment by comparing the carrying value of these investments made/ loans given to their recoverable amount to determine whether impairment needs to be recognized.
The determination of the recoverable amount from subsidiary company involves management estimates and judgment which may affect the outcome.
Our audit procedures included the following:
• We tested the effectiveness of controls over the impairment assessment process of investments made in and loans given to subsidiary.
• Our substantive testing procedures included evaluation of the appropriateness of management’s assessment of whether any indicators of impairment existed.
• We assessed whether the erosion in net worth, declining revenues, and current financial position of the subsidiary have been adequately considered by management as impairment indicators while arriving at the recoverable amount of investments and recoverability of loans.

62

^{}[] LXCA

^{}[] INDEPENDENT AUDITOR'S REPORT (Cont...)

So, there is an inherent risk in the valuation of investment/ recoverability of loans, due to the use of estimates and judgements mentioned above and accordingly, the assessment of impairment of investment/ loans in subsidiary company has been determined as a key audit matter.· We have tested the reasonableness of key assumptions, including revenue and profit where continued erosion in subsidiary performance raises significant uncertainty over recoverability.
· Evaluated management’s assessment of recoverability of loans granted to its subsidiary company, and whether adequate provisions have been recognized.
Inventory Valuation
As at 31 March 2026, the carrying value of the inventories is ₹ 1362.96 Lakhs
The Company manufactures and sells pharmaceutical products which carry shelf life. Accordingly, significant judgement is involved in the valuation of inventories. Management is required to assess the appropriate net realisable value of near-expiry raw materials and finished pharmaceutical products. Such assessment involves estimation and judgement relating to expected future sales, product demand, expiry patterns, and inventory liquidation plans.
Due to the Significance of the inventory balance to the standalone financial statements of the company and the level of judgments and estimates required, we identified the valuation of inventories as a key audit matter.
Refer Note 2.8 and Note 9 to the standalone financial statements.
Our audit procedures included the following:
· We attended stock counts at plant to identify whether any inventory was obsolete,
· We assessed the basis for the inventory valuation, the consistency in policy and the rationale in its application,
· We tested the accuracy of the ageing of inventories based on system generated reports.
· We reviewed the testing done for net realizable value of inventories and future plans for consumptions;
· We tested the arithmetical accuracy of valuation files; and
· We have assessed the adequacy of disclosure in the Standalone Financial Statements.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the

assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

64

^{}[] LXA

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

In accordance with the Scheme referred to in Note 15.5 to the standalone financial statements, the figures for the year ended March 31, 2025 have been restated to include the financial information of the Transferor Company which reflects total assets of Rs.481.88 Lakhs as at March 31, 2025, net assets of Rs.437.39 Lakhs as at March 31, 2025, total revenue of Rs.41.65 Lakhs total net loss of Rs. 30.91 Lakhs and total comprehensive income of Rs. (30.84) Lakhs for the year ended March 31, 2025 and cash flow (net) of Rs. (1.81) Lakhs for the period from April 01, 2024 to March 31, 2025. The said financial information of the Transferor Companies have been audited by us, vide report dated 23rd May 2025.

Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

  1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order.

A. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account maintained for the purpose of preparation of the financial statements.

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to Standalone Financial Statements.

g. In With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of under Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

65

h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31st March, 2026 on its financial position in its financial statements – Refer Note 38 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in note no. 52(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in note no. 52(vi) to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

iv. The Company has neither declared nor paid any dividend during the year.

v. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software system. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per statutory requirements for record retention.

For D. Kothary & Co
Chartered Accountants
Firm Regn No. 105335W

Mehul N. Patel
(Partner)
Membership No. 132650
UDIN: 26132650RCCOIZ7652

Place: Mumbai
Date: May 25, 2026

66

^{}[] LXA

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

i. In respect of its Property, Plant & Equipment and Intangible Assets:

a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant & Equipment on the basis of available information;
(B) The company has maintained proper records showing full particulars of intangible assets;

b) According to the information and explanations given to us, the Company has a regular programme of physical verification of Property, plant & equipment by which all Property, Plant and Equipment of the Company are being verified in a phased periodical manner, which in our opinion, is reasonable having regard to the size of the Company and nature of its business. Pursuant to the program, a portion of Property, plant and equipment has been physically verified by the Management during the year and no material discrepancies were noticed on verification conducted during the year as compared with the book records.

c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3 on Property, plant and equipment to the standalone financial statements, are held in the name of the Company, except for one immovable property acquired through merger, the name change in the name of the Company is pending.

d) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has not revalued its property, plant and equipment (including right of use assets) or intangible assets or both during the year;

e) According to the information and explanations given to us and on the basis of our examination of the records of the company, there are no proceedings initiated or pending against the company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder;

ii. In respect of its inventories:

a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed as compared to book records. Inventories lying with third parties have been confirmed by them as at March 31, 2026 and discrepancies were not noticed in respect of such confirmations.

b) As disclosed in note 21 to the standalone financial statements, the Company has been sanctioned working capital limits in excess of five crore rupees by banks based on the security of current assets. The quarterly statements, in respect of the working capital limits have been filed by the company with such banks and such statements are in agreement with the books of the company.

iii. The Company has made investments in Companies and granted unsecured loans or advances in the nature of loans during the year, in respect of which:

a) The Company has provided loans during the year to its Subsidiary and details of which are given below:

¶ In Lakhs

Sr. No.ParticularsLoans Amount
A.Aggregate amount granted / provided during the year270.39
B.Balance outstanding as at balance sheet date in respect of above cases: Less: Impairment (Refer Note 12)832.39
(832.39)
Net Balance0

INDEPENDENT AUDITOR'S REPORT (Cont...)

b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinions the investments made and the terms and conditions of the grant of loans and advances in the nature of loans year and guarantees provided the during the year are, prima facie, not prejudicial to the interest of the company.

c) According to the information and explanations given to us and based on the audit procedures performed, the recoverability of loans granted to subsidiary company is doubtful considering the financial position and accumulated losses of such subsidiary. Accordingly, the Company has recognised impairment amounting to Rs. 832.39 Lakhs against such loans in the standalone financial statements.

d) In respect of the aforesaid loan granted to the subsidiary company, the schedule of repayment of principal and payment of interest has not been stipulated and accordingly, we are unable to comment on whether there are any overdue amounts outstanding as at the balance sheet date.

e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties;

f) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not granted any loans or advances in the nature of loans either repayable or demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause (iii)(f) is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans granted, investments made and guarantees and securities provided.

v. According to the information and explanations given to us and on the basis of our examination of the records, the company has not accepted any deposits or there are not amounts which have been deemed to be deposits within the meaning of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the order is not applicable to the Company.

vi. The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for manufacturing Bulk Drugs and Formulations. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues, including Goods and Service Tax, Provident Fund, Employees' State Insurance, Income Tax, Duty of Custom, Cess and other material statutory dues applicable to the Company have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees' State Insurance, Income Tax, Duty of Custom, Cess and other material statutory dues were in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable.

68

b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause (a) above which have not been deposited with the appropriate authorities by the Company on account of any dispute except as given below:

Sr. No.Nature of DuesAmount (Rs. in Lakhs)Period to which the amount relatesName of the forum
1Demand under Drugs Price control Order1061.96Demands raised in 1987,1990 and 1995Gujarat High Court
2Maharashtra Value Added Tax369.382014-2015Joint Commissioner of Sales Tax (Appeal)
3Central Sales Tax22.242014-2015Joint Commissioner of Sales Tax (Appeal)
4Gujarat Sales Tax39.632002-2003Commissioner Of Sales Tax (Appeals)
5Income Tax80.76AY 2014-2015Commissioner of Income Tax (Appeals)

viii. According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has not surrendered or disclosed any transactions any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

ix. (a) Based on our audit procedures and as per the information and explanations given by management, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations given to us, the Company has taken term loan during the year and it has been utilized for the purpose it was obtained.

(d) In our opinion and according to the information and explanations given to us, and on an overall examination of the financial statements of the Company, funds raised by the Company on short-term basis have, prima facie, not been used during the year for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanations given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries.

x. (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made preferential allotment of equity shares and equity warrants during the year, the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were obtained.

xi. (a) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

INDEPENDENT AUDITOR'S REPORT (Cont...)

(b) According to the information and explanations given to us, no report under Sub-section (12) of Section 143 of the Companies Act has been filed by the Auditors in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year and up to the date of this report.

xii. The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system as per the provisions of section 138 of the Act which is commensurate with the size and nature of its business.

(b) We have considered the reports issued by the Internal Auditors of the Company during the year and covering the period upto 31st March, 2026.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with any of its directors or persons connected to its directors, and hence provisions of Section 192 of the Act are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, clause 3(xvi)(a),(b),(c) and (d) of the Order are not applicable to the Company.

xvii. The company has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. The Company has during the year spent the amount of Corporate Social Responsibility as required under subsection (5) of Section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For D. Kothary & Co
Chartered Accountants
Firm Regn No. 105335W

Mehul N. Patel
(Partner)
Membership No. 132650
UDIN: 26132650RCCOIZ7652

Place: Mumbai
Date: May 25, 2026

70

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Lyka Labs Limited (“the Company”) as of 31st March, 2026 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For D. Kothary & Co

Chartered Accountants

Firm Regn No. 105335W

Mehul N. Patel

(Partner)

Membership No. 132650

UDIN: 26132650RCCOIZ7652

^{}[] STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2026

(₹ In lakhs)

ParticularsNotesAs at 31st March, 2026As at 31st March, 2025
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment38,040.077,689.84
(b) Capital Work- In- Progress3185.6620.14
(c) Intangible assets4671.27821.66
(d) Intangible assets under development42.00100.29
(e) Financial Assets
(i) Investments5-1,471.19
(ii) Other Financial Assets61,509.311,505.01
(f) Other Non Current Assets7537.03536.74
(g) Non Current Tax Assets884.07108.29
11,029.4112,253.16
Current Assets
(a) Inventories91,362.961,246.55
(b) Financial Assets
(i) Investments52.581.93
(ii) Trade Receivables103,291.474,044.96
(iii) Cash and Cash Equivalents11118.62132.87
(iv) Loans124.57567.01
(v) Other Financial Assets13552.93524.08
(c) Current tax Assets--
(d) Other Current Assets14712.12497.47
6,045.257,014.88
Total Assets17,074.6619,268.04
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital153,569.003,569.00
(b) Other Equity165,130.918,591.23
8,699.9112,160.23
LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings172,298.931,920.63
(ii) Lease Liabilities17-69.26
(iii) Other Financial Liabilities18134.88115.04
(b) Provisions19334.6663.01
(c) Deferred Tax Liabilities (net)20256.06433.54
3,024.532,601.48
Current Liabilities
(a) Financial Liabilities
(i) Borrowings212,536.661,871.91
(ii) Lease Liabilities2251.3056.59
(iii) Trade Payable
- Micro and Small Enterprise23513.37212.09
- Other than Micro and Small Enterprise231,165.991,170.92
(iv) Other Financial Liabilities24826.67802.82
(b) Other Current Liabilities25134.78236.75
(d) Provisions26121.46155.24
5,350.234,506.32
Total Equity and Liabilities17,074.6619,268.04
(See accompanying notes to the Standalone Financial Statements)

In terms of our report of even date,

For D. Kothary & Co.

Firm Registration No. 105335W

Partner

Place : Mumbai

Date : 25th May, 2026

For and on behalf of the Board of Directors of Lyka Labs Limited

Kunal Gandhi

Managing Director & CEO

DIN: 01516156

Yogesh Shah

Executive Director & CFO

DIN: 06396150

Prashant Godha

Director

DIN: 00012759

Shailendra Agarwal

Company Secretary &

Compliance Officer

^{}[] STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2026

(₹ in lakhs)

ParticularsNotesFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
INCOME
Income from Operations2711,551.5912,963.00
Other Operating Income28538.94506.74
12,090.5313,469.74
Other Income29397.44276.00
Total Income12,487.9713,745.74
EXPENSES
Cost of Materials Consumed303,177.433,707.18
Purchases of Stock-in-Trade311,479.991,752.37
Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade32(107.94)(137.31)
Employee Benefits Expense334,160.223,439.51
Finance Costs34332.67230.49
Depreciation and Amortization Expense3 & 4845.98676.62
Other Expenses353,621.712,966.73
Total Expenses13,510.0612,635.59
Profit / (Loss) before Exceptional Items(1,022.09)1,110.16
Exceptional Items362,301.44-
Profit / (Loss) before Tax(3,323.53)1,110.16
Tax Expense:
Current Tax-272.65
Earlier Year Tax82.79-
Deferred Tax(177.48)45.69
Profit / (Loss) for the Year(3,228.84)791.81
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans (net of tax)(14.40)18.29
Total Other Comprehensive Income (Net of Tax) - Net Credit / (Charge)(14.40)18.29
Total Comprehensive Income for the Year(3,243.24)810.10
Earnings per share (of ₹ 10/- each):
Basic / Diluted46(9.05)2.19
(See accompanying notes to the standalone financial statements)

In terms of our report of even date,

For and on behalf of the Board of Directors of Lyka Labs Limited

Managing Director & CEO

DIN : 01516156

Director

DIN : 00012759

Partner

Executive Director & CFO

DIN : 06396150

Shailendra Agarwal

Company Secretary &

Compliance Officer

Place : Mumbai

Date : 25th May, 2026

74

^{}[] DYKA

^{}[] STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2026

A. Equity Share Capital (Refer note 15)
(₹ In lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
No. of SharesAmountNo. of SharesAmount
Balance at the beginning of the reporting Year3,56,90,0003,569.003,30,90,0003,309.00
Changes in equity share capital during the Year26,00,000260.00
Balance at the end of reporting period3,56,90,0003,569.003,56,90,0003,569.00

B. Other Equity (Refer note 16)
(₹ In lakhs)

ParticularsReserves and surplusItems of Other Comprehensive IncomeCapital redemption reserveShares pending issuance persuant to mergerTotal
Retained EarningsSecurities Premium AccountCapital ReserveGeneral Reserve(Remeasurement of the defined benefit plan)
Balance at 31st march 2025(11,241.62)18,808.9736.37952.57(11.32)-46.278,591.24
Profit/(Loss) for the Year(3,228.79)-----(3,228.79)
Add/(Less) : On Issue / Sale of Equity Shares / Warrants/ Redemption of preference shares--(325.71)108.57(217.14)
Other Comprehensive Income for the Year (net of tax)----(14.40)-(14.40)
Balance at 31st March, 2026(14,470.40)18,808.9736.37626.86(25.72)108.5746.275,130.91

Other Equity (Refer note 16)
(₹ In lakhs)

ParticularsReserves and surplusItems of Other Comprehensive IncomeMoney received against share warrantsShares pending issuance persuant to mergerTotal
Retained EarningsSecurities Premium AccountCapital ReserveGeneral Reserve(Remeasurement of the defined benefit plan)
Balance at 31st March 2024(12,033.44)15,441.9736.37952.57(29.61)906.7546.275,320.88
Profit/(Loss) for the Year791.82---0.07--791.88
Retained INDAS-Lease Liability--------
Retained INDAS-Others--------
Add/(Less) : On Issue / Sale of Equity Shares / Warrants-3,367.00---(906.75)-2,460.25
Other Comprehensive Income for the Year (net of tax)----18.22--18.22
Balance at 31st March, 2025(11,241.62)18,808.9736.37952.57(11.32)-46.278,591.23

For D. Kothary & Co.
Chartered Accountants
Firm Registration No. 105335W

Kunal Gandhi
Managing Director & CEO
DIN: 01516156

Prashant Godha
Director
DIN: 00012759

Mehul N. Patel
Partner
Membership No. 132650

Yogesh Shah
Executive Director & CFO
DIN: 06396150

Shailendra Agarwal
Company Secretary &
Compliance Officer

Place: Mumbai
Date: 25th May, 2026

75

^{}[] STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026

(₹ in lakhs)

ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
A. Cash Flow from Operating Activities
Profit / (Loss) for the year before tax(3,323.53)1,110.15
Adjusted For
Depreciation845.98676.62
Interest Income(172.21)(103.98)
Finance Cost332.67230.49
Provision for Employee Benefits319.0580.07
Provision / Credit Balance no longer required Written Back(6.41)-
Exchange rate fluctuation(91.13)(95.86)
Exceptional Items2,301.44-
Return on Investment(0.65)(2.68)
ECL provision628.9515.01
4,157.69799.67
Operating profit before working capital change834.161,909.82
Changes in Working Capital :
(Increase) / Decrease in Other Non-Current Financial Assets(4.30)167.27
(Increase) / Decrease in Other Non-Current Assets(58.27)209.31
(Increase) / Decrease in Inventories(116.41)(290.73)
(Increase) / Decrease in Trade and other receivables215.68(1,393.75)
(Increase) / Decrease in Other Current Financial Assets(32.13)(241.30)
(Increase) / Decrease in Other Current Assets(214.65)(132.99)
(Increase) / Decrease in Current Loans(269.95)(342.35)
Increase / (Decrease) in Other Non-Current Financial Liabilities20.001.05
Increase / (Decrease) in Non-Current Provisions304.72(117.85)
Increase / (Decrease) in Trade Payables296.35292.35
Increase / (Decrease) in Other Current Financial Liabilities23.2815.93
Increase / (Decrease) in Other Current Liabilities(101.97)121.69
Increase / (Decrease) in Current Provisions(340.27)(56.60)
(277.92)(1,767.97)
Cash Generated from Operations556.24141.85
Net Income Tax Payment(47.62)(47.62)(303.47)(303.47)
Net Cash Flow from Operating Activities (A)508.63(161.62)
B. Cashflow for Investing Activities
Purchase of Fixed Assets(1,113.05)(1,565.47)
Decrease/(Increase) in Investment(1.48)7.80
Sale of Fixed Assets-331.79
Interest Received172.21103.98
Net cash used in Investing Activities (B)(942.32)(1,121.90)

76

^{}[] STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026

ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
C. Cashflow from Financing Activities
Proceed from / (Repayment) of Non Current Borrowings Net417.78(2,426.96)
Proceed from / (Repayment) of Current Borrowings Net659.46778.99
Proceeds/(Repayment) of Preference /Equity Shares and Warrants (Including Premium)(325.71)2,720.25
Interest Paid(332.09)(247.34)
Net cash used in Financing activities (C)419.44824.94
Net increase / (decrease ) in cash and cash equivalents (A+B+C)(14.25)(458.58)
Cash and Cash Equivalents at the beginning of the Year
Cash and Cash Equivalents37.3822.25
Earmarked Balances95.48569.17
132.86591.42
Cash and Cash Equivalents at the end of the Year
Cash and Cash Equivalents16.4437.38
Deposits with Banks (Rs 102.17 lakhs Lien against Bank Gurantee)102.1795.48
118.61132.86

(See accompanying notes to the standalone financial statements)

Director

Partner

^{}[] NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

  1. CORPORATE INFORMATION

Lyka Labs Limited (“the Company”) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (as amended by the Companies Act, 2013). Its shares are listed on two stock exchanges in India. The Company is engaged in the business of pharmaceutical and related activities, including research. During the year ended March 31, 2026, the Company has merged a subsidiary Lyka Exports Limited with appointed date of April 1, 2022 on pooling of interest method of accounting as per Appendix C of IND AS 103 – Business Combinations as common control merger.

  1. THE MATERIAL ACCOUNTING POLICIES, ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

A. THE MATERIAL ACCOUNTING POLICIES:

2.1A Recent Pronouncements

The Ministry of Corporate Affairs (“MCA”) notifies new standards or amendment to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. The Company has reviewed the new pronouncements based on its evaluation has determined that it does not have any significant impact in its financial statements.

2.1B Basis of Preparation of Ind-AS Financial Statements

The Ind-AS financial statements of the Company have been prepared in accordance with the relevant provisions of the Companies Act, 2013, the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with the Companies (Indian Accounting Standards) Amendment Rules, 2017 and the Guidance Notes and other authoritative pronouncements issued by the Institute of Chartered Accountants of India (ICAI).

The Ind-AS financial statements have been prepared on a historical cost basis, except for certain financial assets and financial liabilities measured at fair value (refer accounting policy no. 2.10 regarding financial instruments). Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

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^{}[] NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

2.1C Accounting estimates, assumptions and judgements

The preparation of the Standalone Financial Statements requires management to make estimates, assumptions and judgments that affect the reported balances of assets and liabilities and disclosures as at the date of the Standalone Financial Statements and the reported amounts of income and expense for the periods presented.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates considering different assumptions and conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are Deferred Income tax assets and liabilities, Useful lives of property, plant and equipment ('PPE') and intangible assets, Employee benefit obligations, Provisions and contingencies, Impairment of investment in subsidiaries and goodwill

2.2 CURRENT AND NON-CURRENT CLASSIFICATION OF ASSETS AND LIABILITIES AND OPERATING CYCLE:

An asset is considered as current when it is:

  • Expected to be realised or intended to be sold or consumed in normal operating cycle,
  • Held primarily for the purpose of trading,
  • Expected to be realised within twelve months after the reporting period, or
  • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is considered as current when:

  • It is expected to be settled in normal operating cycle,
  • It is held primarily for the purpose of trading,
  • It is due to be settled within twelve months after the reporting period, or
  • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The Operating Cycle is the time between the acquisition of assets for business purposes and their realisation into cash and cash equivalents.

2.3 PROPERTY, PLANT AND EQUIPMENT:

Property, Plant and Equipment are recorded at their cost of acquisition, net of refundable taxes or levies, less accumulated depreciation and impairment losses, if any. The cost thereof comprises of its purchase price, including import duties and other non-refundable taxes or levies and any directly attributable cost for bringing the asset to its working condition for its intended use.

79

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit or Loss when the asset is derecognised.

For transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment recognised as on 1st April, 2016 (date of transition) measured as per previous GAAP as its deemed cost on the date of transition.

2.4 DEPRECIATION:

Depreciation on Property, Plant and Equipment is provided on different class of assets on the following basis:

Depreciation on Tangible Assets is provided on straight-line method at the rates and manner in accordance with Schedule II to the Companies Act, 2013.

Cost of Leasehold Land and Improvement is written off over the period of Lease.

Depreciation on additions to Property Plant and Equipment is provided on pro-rata basis from the date of acquisition or installation, and in case of new project from the date of commencement of commercial production.

Depreciation on Assets sold, discarded, demolished or scrapped, is provided upto the date on which the said Asset is sold, discarded, demolished or scrapped.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.5 CAPITAL WORK IN PROGRESS AND CAPITAL ADVANCES:

Expenses incurred for acquisition of capital assets outstanding at each balance sheet date are disclosed under capital work-in-progress. Advances given towards the acquisition of fixed assets are shown separately as capital advances under the head Other Non-Current Assets.

2.6 INTANGIBLE ASSETS AND AMORTISATION THERE OF:

2.6.1 INTERNALLY GENERATED INTANGIBLE ASSETS (RESEARCH AND DEVELOPMENT):

Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognized as an intangible asset when the company can demonstrate all the following:

a) The technical feasibility of completing the intangible asset so that it will be available for use or sale.
b) Its intention to complete the asset.
c) Its ability to use or sell the asset.
d) How the asset will generate future economic benefits.
e) The availability of adequate resources to complete the development and to use or sell the asset.
f) The ability to measure reliably the expenditure attributable to the intangible asset during development.

80

2.6.2 OTHER INTANGIBLE ASSETS:

An intangible asset is recognised if

(a) it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
(b) the cost of the asset can be measured reliably.

An item of Intangible Asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit or Loss when the asset is derecognised.

The residual values, useful lives and methods of amortisation of Intangible Assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.6.3. AMORTISATION OF INTANGIBLE ASSETS:

Amortization of the asset begins on a straight-line basis over the period of expected future benefit from the related project. Amortization is recognized in the Statement of Profit and Loss. During the period of development, the asset is tested for impairment annually.

Estimated useful life of the following assets :

Class of AssetsUseful life in years
Internally Developed Intangible05
Computer Software05
Technical and Marketing Know-How10
Brands/Trade Mark / Goodwill10

The residual values, useful lives and methods of amortisation of Intangible Assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

For transition to Ind AS, the Company has elected to continue with the carrying value of all its Intangible Assets recognised as on 1st April, 2016 (date of transition) measured as per previous GAAP as its deemed cost on the date of transition.

2.7 IMPAIRMENT OF PROPERTY PLANT & EQUIPMENT AND INTANGIBLE ASSETS

Carrying amount of tangible and intangible assets are reviewed at each Balance Sheet date. These are treated as impaired when the carrying cost thereof exceeds its recoverable value. Recoverable value is higher of the asset's net selling price or value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Net selling price is the amount receivable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the cost of disposal. An impairment loss is charged for when an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

2.8 INVENTORIES

  • Raw Materials, Packing Materials, Work-in-Process and Finished Goods are valued at lower of cost or net realisable value. Cost is determined by using FIFO method. Cost comprises of all costs of purchases (net of CENVAT/GST credit, rebates, trade discount etc.), costs of conversion and cost incurred to bring the inventories to the present location and condition.
  • Stores and Spares (excluding capital spares) are charged to consumption as and when purchased. Net realisable value is the estimated selling price in the ordinary course of business.

81

2.9 REVENUE RECOGNITION

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government, discounts and rebates.

  • Revenue from Domestic sale is recognised on transfer of significant risks and rewards of ownership which is based on the dispatch of goods.
  • Revenue from Export sale is recognised on transfer of significant risks and rewards of ownership based on Bill of lading date.
  • Revenue in respect of other income/claims, etc. is recognised only when it is reasonably certain that ultimate collection will be made.
  • Interest Income:

For all financial instruments measured at amortised cost, interest income is measured using the Effective Interest Rate (EIR), which is the rate that exactly discounts the estimated future cash flows through the contracted or expected life of the financial instrument, as appropriate, to the net carrying amount of the financial asset.

  • Dividend Income:

Dividend income is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.

2.10 FINANCIAL INSTRUMENTS:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

FINANCIAL ASSETS:

Initial Recognition and Measurement:

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent Measurement:

For purposes of subsequent measurement, financial assets are classified in three categories:

  • Financial assets at amortised cost
  • Equity instruments measured at fair value through other comprehensive income (FVTOCI)
  • Investments measured at fair value through Profit & Loss (FVTPL)

Financial Assets at Amortised Cost:

A financial asset is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

Equity Instruments at FVTOCI:

For equity instruments not held for trading, an irrevocable choice is made on initial recognition to measure it at FVTOCI. All fair value changes on such investments, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale or disposal of the investment. However, on sale or disposal the company may transfer the cumulative gain or loss within equity.

Financial Assets at FVTPL:

Even if an instrument meets the two requirements to be measured at amortised cost or fair value through other comprehensive income, a financial asset is measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as "accounting mismatch") that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. All other financial assets are measured at fair value through profit or loss.

DERECOGNITION:

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's statement of financial position) when:

i) The rights to receive cash flows from the asset have expired, or
ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement and either;

a) The Company has transferred substantially all the risks and rewards of the asset, or
b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

IMPAIRMENT OF FINANCIAL ASSETS:

The company applies the expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposures:

  • Financial assets at amortised cost.
  • Trade Receivables

The company follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Under this approach the company does not track changes in credit risk but recognises impairment loss allowance based on lifetime ECLs at each reporting date. For this purpose the company uses a provision matrix to determine the impairment loss allowance on the portfolio of trade receivables. The said matrix is based on historically observed default rates over the expected life of the trade receivables duly adjusted for forward looking estimates.

83

For recognition of impairment loss on other financial assets and risk exposures, the company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the company reverts to recognising impairment loss allowance based on 12-month ECL.

For assessing increase in credit risk and impairment loss, the company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events on a financial instrument that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. The ECL impairment loss allowance (or reversal) recognized during the period in the statement of profit and loss and the cumulative loss is reduced from the carrying amount of the asset until it meets the write off criteria, which is generally when no cash flows are expected to be realised from the asset.

FINANCIAL LIABILITIES:

Initial Recognition and Measurement:

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts.

Subsequent Measurement:

This is dependent upon the classification thereof as under:

Loans and Borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

84

OFFSETTING OF FINANCIAL INSTRUMENTS:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise an asset and settle the liabilities simultaneously.

EQUITY INSTRUMENTS:

An equity instrument is any contract that evidences a residual interest in the assets of an entity in accordance with the substance of the contractual arrangements. These are recognised at the amount of the proceeds received, net of direct issue costs.

2.11 EMPLOYEE BENEFITS

  • Defined Contribution Plan:
    The Company's contribution paid / payable during the year to Provident Fund, ESIC, Superannuation Fund etc., are recognized as expenses in the Statement of Profit and Loss. These are approved / recognised schemes of the Company.

  • Defined Benefit Plan:
    The Company's annual liability towards Gratuity is funded on the basis of actuarial valuation furnished by the Independent Actuarial Valuer / Life Insurance Corporation of India under Group Gratuity Scheme.

  • The undiscounted amount of short-term employee benefit expected to be paid in exchange for the service rendered by employees is recognised during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave and performance incentives and are determined using the Projected Unit Credit Method. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the Balance sheet date. Actuarial gains and losses are recognised immediately in the Balance Sheet with a corresponding effect in the Statement of Other Comprehensive Income. Past service cost is recognised immediately in the Statement of Profit or Loss.

2.12 BORROWING COST

Borrowing costs comprising of interest and other costs that are incurred in connection with the borrowing of funds, that are attributable to the acquisition or construction of qualifying assets are considered as a part of cost of such assets less interest earned on the temporary investment. A qualifying asset is one that necessarily takes substantial period of time to get ready for the intended use. All other borrowing costs are charged to Statement of Profit & Loss in the year in which they are incurred.

2.13 LEASES:

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

(i) Company as a lessee

The Company's lease asset classes primarily consist of leases for land, buildings and furniture. The Company assesses whether a contract contains a lease, at inception of a contract. A

contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset

At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

(ii) Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right of-use asset arising from the head lease. For operating leases, rental income is recognised on a straight-line basis over the term of the relevant lease.

2.14 FOREIGN CURRENCY TRANSACTIONS:

Transactions in foreign currencies are initially recorded at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

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Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised as income or expenses in the period in which they arise.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

2.15 TAXES ON INCOME:

Current Income Taxes:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised directly in equity is recognised in other comprehensive income / equity and not in the statement of profit and loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Taxes:

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, when the deferred tax liability arises from an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except, when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

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Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities.

Minimum Alternate Tax (MAT):

MAT paid in accordance with the tax laws in India, which give rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax after the specified years. Accordingly, MAT is recognised as a deferred tax asset in the Balance Sheet when the asset can be measured reliably, and it is probable that the future economic benefits associated with it will flow to the Company.

2.16 PROVISIONS AND CONTINGENT LIABILITIES:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

When the Company expects some or all of a provision to be reimbursed, the same is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A Contingent Liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of enterprise or a present obligation that arises from past events that may, but probably will not, require an outflow of resources.

Both provisions and contingent liabilities are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent Liabilities are not recognized but are disclosed in the notes.

2.17 EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year are adjusted for events including a bonus issue, bonus element in right issue to existing shareholders, share split, and reverse share split (consolidation of shares).

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares

2.18 CASH AND CASH EQUIVALENT:

Cash and cash equivalent for the purpose of Cash Flow Statement comprise cash at bank and in hand and short term highly liquid investments which are subject to insignificant risk of changes in value.

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2.19 CASH FLOW STATEMENT:

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.20 COMMITMENTS:

Commitments are future liabilities for contractual expenditure. The commitments are classified and disclosed as follows:

(a) The estimated amount of contracts remaining to be executed on capital accounts and not provided for; and
(b) Other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of the Management.

2.21 SEGMENT REPORTING:

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

2.22 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

The preparation of Financial Statements is in conformity with the recognition and measurement principles of Ind AS which requires the management to make judgements for estimates and assumptions that affect the amounts of assets, liabilities and the disclosure of contingent liabilities on the reporting date and the amounts of revenues and expenses during the reporting period and the disclosure of contingent liabilities. Differences between actual results and estimates are recognized in the period in which the results are known/ materialize.

2.23 ESTIMATES ASSUMPTIONS AND JUDGEMENTS:

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

a) Estimation of current tax expense and deferred tax:

The calculation of the Company's tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profits/ losses and/or cash flows. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

89

b) Recognition of deferred tax assets/ liabilities:

The recognition of deferred tax assets/ liabilities is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts.

c) Estimation of Provisions & Contingent Liabilities:

The Company exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities which is related to pending litigation or other outstanding claims. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision

d) Estimated useful life of Property, Plant and Equipment:

Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life, its expected usage pattern and the expected residual value at the end of its life. The useful lives, usage pattern and residual values of Company's assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology etc.

e) Estimation of Provision for Inventory:

The Company writes down inventories to net realisable value based on an estimate of the realisability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not be realised. The identification of write-downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such estimate has been changed.

f) Estimation of Defined Benefit Obligation:

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post-employment plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

g) The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

h) Estimated fair value of Financial Instruments.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Management uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

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NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

3. Property Plant and Equipment

Carrying amounts of : (₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Land1,440.211,464.57
Buildings2,913.612,834.14
Plant and Machinery3,233.013,094.54
Computers26.8015.43
Vehicles240.2833.03
Furnitures and Fixtures104.4985.42
Office Equipments20.1319.11
Right To Use Property61.54143.60

(° in lakhs)

ParticularsLandBuildingsPlant and MachineryComputersVehiclesFurnitures and FixturesOffice EquipmentsRight To Use PropertyTotal
Gross Block (Cost or Deemed Cost):
Balance at 31st March, 20251,751.994,302.366,18664.6842.21125.29187.14323.9112,983.24
Additions-231.89436.0919.67220.5235.745.78-949.69
Deletion---------
Disposals / Written Off / Adjustment-
Balance at 31st March 20261,751.994,534.256,621.7684.34262.73161.03192.92323.9113,932.93
Accumulated Depreciation and Impairment :
Balance at 31st March, 2025287.421,468.223,091.1349.259.1839.87168.02180.315,293.39
Depreciation for the Year24.36152.42297.628.3013.2816.684.7682.06599.47
Deletion---------
Disposals / Written Off / Adjustment-
Balance at 31st March 2026311.781,620.643,388.7557.5522.4556.54172.79262.375,892.86
Carrying amounts of :
Balance at 31st March, 20251,464.572,834.143,094.5415.4333.0385.4219.11143.607,689.84
Balance at 31st March 20261,440.212,913.613,233.0126.80240.28104.4920.1361.548,040.07

The Company has not revalued its Property, Plant and Equipment (including Right of Use Assets) or intangible Assets or both during the Year .

NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

ParticularsLandBuildingsPlant and MachineryComputersVehiclesFurnitures and FixturesOffice EquipmentsRight To Use PropertyTotal
Gross Block
(Cost or Deemed Cost):
Balance at 31st March, 20241,751.992,939.614,10154.44188.27117.22182.63314.429,649.88
Additions-1,362.752,085.9610.2492.258.064.519.493,573.26
Deletion----(238.32)---(238.32)
Disposals / Written Off /Adjustment---------
Balance at 31st March, 20251,751.994,302.366,187.2664.6842.21125.29187.14323.9112,984.83
Accumulated Depreciation and Impairment :
Balance at 31st March, 2024263.061,361.742,952.4941.7357.9123.41164.2898.254,962.87
Depreciation for the year24.36106.49140.247.524.2916.453.7482.06385.14
Deletion----(53.02)---(53.02)
Disposals / Written Off / Adjustment---------
Balance at 31st March, 2025287.421,468.223,092.7249.259.1839.87168.02180.315,294.98
Carrying amounts of :
Balance at 31st March, 20241,488.931,577.871,148.8112.71130.3693.8118.35216.164,687.01
Balance at 31st March, 20251,464.572,834.143,094.5415.4333.0385.4219.11143.607,689.84

3.1 Details of Tangible Capital Work in Progress
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Opening balance20.142,197.17
Capitalised(371.15)(3,229.95)
Additions during the Year536.671,052.92
Closing Balance185.6620.14

3.2 Capital Work In Progress (CWIP) Tangible Ageing Schedule :

As at 31st March, 2026
(₹ in lakhs)

Particulars<1 Year1-2 Year2-3 Years> 3 YearsTotal
Projects in Progress171.63-14.03-185.66
Projects temporarily suspended-----
Total171.63-14.03-185.66

Expected Completion schedule of Capital Work in Progress :
(₹ in lakhs)

ParticularsTo be completed
<1 Year1-2 Year2-3 Years> 3 YearsTotal
Project - I10.00--10.00
Project - II171.634.03--175.66
Project - III-----
Total171.6314.03--185.66

As at 31st March, 2025
(₹ in lakhs)

Particulars<1 Year1-2 Year2-3 Years> 3 YearsTotal
Projects in Progress6.1114.03--20.14
Projects temporarily suspended-----
Total6.1114.03-0.0120.14

Expected Completion Schedule of Capital Work in Progress :
(₹ in lakhs)

ParticularsTo be completed
<1 Year1-2 Year2-3 Years> 3 YearsTotal
Project - I-10.00--10.00
Project - II6.114.03--10.14
Project - III-----
Total6.1114.03--20.14

3.3 Additional disclosure in view of amendments to the Schedule III to the Companies Act, 2013 vide Notification dated 24th March, 2021:

(i) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company, except for the following:

ParticularsDescription of item of PropertyGross Carrying ValueTiltle deed in the name ofWhether title deed holder is a promoter, director or relative of promoter/director or employee of promoter/directorReason for not being held in the name of the Company
Property, plant & equipmentBuilding1.60Lyka Exports LimitedNo.Pursuant to scheme of merger sanctioned vide NCLT order,Order dated 16th March 2026 the title transfer is pending in the name of the company.

4. Intangible Assets

Carrying amounts of :
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Internally Developed Intangible Assets216.06200.99
Computer Software30.9538.89
Intangible Assets (Trade Mark/Brand)339.82436.84
Intangible Assets (Goodwill)15.6217.76
Technical and Marketing Knowhow68.83127.16
ParticularsInternally Developed Intangible Assets (Research and development expenditure)Computer SoftwareIntangible Assets (Trade Mark / Brand)Intangible Assets (Goodwill)Technical and Marketing KnowhowTotal
Gross Block (Cost or Deemed Cost):
Balance at 31st March, 20251,532.20187.683,767.4122.59609.506,119.39
Additions96.12----96.12
Deletion------
Disposals / Written Off / Adjustment------
Balance at 31st March 20261,628.33187.683,767.4122.59609.506,215.51
Accumulated Amortisation and Impairment :
Balance at 31st March, 20251,264.34148.793,397.434.83482.345,297.73
Amortisation for the Year147.937.9430.152.1558.34246.51
Balance at 31st March 20261,412.27156.743,427.596.97540.675,544.24
Carrying amounts of :
Balance at 31st March, 2025200.9938.89436.8417.76127.16821.66
Balance at 31st March 2026216.0630.95339.8215.6268.83671.27
ParticularsInternally Developed Intangible Assets (Research and development expenditure)Computer SoftwareIntangible Assets (Trade Mark / Brand)Intangible Assets (Goodwill)Technical and Marketing KnowhowTotal
Gross Block (Cost or Deemed Cost):
Balance at 31st March, 20241,293.70172.133,990.9122.59609.506,088.84
Additions-15.5515.00--30.55
Deletion------
Disposals / Written Off / Adjustment------
Balance at 31st March, 20251,293.70187.684,005.9122.59609.506,119.39
Accumulated Amortisation and Impairment :
Balance at 31st March, 2024954.93141.483,507.622.68399.535,006.25
Amortisation for the year137.787.3161.442.1582.81291.48
Deletion------
Disposals / Written Off / Adjustment------
Balance at 31st March, 20251,092.71148.793,569.064.83482.345,297.73
Carrying amounts of :
Balance at 31st March, 2024338.7730.65483.2819.91209.971,082.59
Balance at 31st March, 2025200.9938.89436.8417.76127.16821.66

NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

4.1 Details of Intangible Assets under Development :

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Opening Balance100.29108.09
Capitalised(96.12)(7.80)
Additions during the Year2.00-
Disposals / Written Off / Adjustment(4.17)-
Closing Balance2.00100.29

4.2 Capital Work In Progress (CWIP) Intangible Ageing Schedule :

As at 31st March, 2026
(₹ in lakhs)

As at 31st March, 2025
(₹ in lakhs)

5. Non-Current Investments

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
No of Shares/UnitsAmountNo of Shares/UnitsAmount
Investments :
Investments in Equity Shares of Subsidiaries (Unquoted) (At cost):
(i) Equity Shares of ₹ 10 each fully paid up in Lyka BDR International Ltd1,46,74,9951,469.051,46,74,9951,469.05
(i) Equity Shares of ₹ 10 each fully paid up in Lyka Exports Ltd--
Other Investments (Unquoted)- FVTPL :
Equity Shares of Rs. 10 each fully paid up in Paramount Printpackaging Ltd10,0000.08
Other Investments (Unquoted)- FVTPL :
Janata Sahakari Bank Ltd100.01
Investments in Mutual Fund-FVTPL :
HDFC Liquid Fund41.342.04
Provision for Impairment of Investment In Subsidiary(1,469.05)
Total-1,471.18

Current Investments
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
No of Shares/UnitsAmountNo of Shares/UnitsAmount
Investments at FVTPL :
Investments in Mutual Fund :
Debt Mutual Fund:
Birla Sun Life Plus Collection A/c12.660.0612.660.05
HDFC Liquid Fund Post IPO Collection35.392.5235.391.88
Total2.581.93
  1. Other Non-Current Financial Assets
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured, Considered Good)
Security Deposit476.86472.56
Others - Deposit with Drug Price Equalisation Account1,032.451,032.45
Total1,509.311,505.01
  1. Other Non - Current Assets
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured, Considered Good)
Capital Advances447.6718.84
Balance with Government Authorities89.37517.90
Total537.03536.74
  1. Non-Current Tax Assets
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Advance Tax and Tax deducted at source84.07108.29
Total84.07108.29
  1. Inventories
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Raw Materials (Refer Note No. 41)565.65400.72
Packing Material (Refer Note No. 41)267.39423.86
Work-in-Progress51.36163.54
Finished Goods478.56258.44
Total1,362.961,246.55
Inventory write down is accounted, considering the nature of inventory, age, liquidation plan and net realisable value. Write down of inventories during the year amount to ₹ 51.08 lakhs (Previous year ₹ 14.69 lakhs). The effect of these write down were recognised in cost of materials consumed, and changes in value of inventories of work-in-progress, stock-in-trade and finished goods in the Statement of Profit and Loss.

10. Trade Receivables

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured)
Considered Good3,291.474,044.96
Considered Doubtful679.4450.49
Less: Provision for Expected Credit Loss(679.44)(50.49)
Total3,291.474,044.96

10.1 Trade receivables ageing :

ParticularsOutstanding for following periods from due date of paymentTotal
Less than 6 months6 months-1 year1-2 years2-3 yearsMore than 3 years
(i) Undisputed Trade receivables - considered good2,290.78112.971,325.8141.8895.353,866.79
(ii) Disputed Trade receivables - considered good----104.12104.12
Total : Trade receivables2,290.78112.971,325.8141.88199.473,970.91
ParticularsOutstanding for following periods from due date of paymentTotal
Less than 6 months6 months-1 year1-2 years2-3 yearsMore than 3 years
(i) Undisputed Trade receivables - considered good2,499.921,340.6050.4680.40-3,971.37
(ii) Disputed Trade receivables - considered good----124.09124.09
Total : Trade receivables2,499.921,340.6050.4680.40124.094,095.46

11. Cash and Cash Equivalents

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(A) Cash and Cash Equivalents
Balances with Banks14.8030.18
Cash on hand1.647.20
(B) Bank Balances other than Cash and Cash Equivalents
Deposits with Banks (Rs 102.17 Lien against Bank Guarantee)102.1795.48
Total118.62132.86

12. Current Loans

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured, considered good)
Loan to Employees4.575.01
Loan to Subsidiaries832.39562.00
Provision for Impairment of Loan given to Subsidiary(832.39)-
Total4.57567.01

13. Other Current Financial Assets

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured, considered good)
Deposits50.8247.21
Others502.11476.87
Total552.93524.08

14. Other Current Assets

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Trade Advances133.5040.97
Prepaid Expenses182.35182.54
Balance with Government Authorities396.26246.42
Others-27.54
Total712.12497.47

15. Share Capital

(₹ in lakhs)

15.1 Rights, preferences and restriction attached to equity shares :

The Company has only one class of equity shares having par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

15.2 Reconciliation of number of shares outstanding as at the beginning and end of the year

15.3 Details of Shares held by the shareholders holding more than 5% shares in the Company

Name of the shareholdersAs at 31st March, 2026As at 31st March, 2025
No of Shares held% of SharesNo of Shares held% of Shares
Equity Shares of ₹ 10/- each
Ipca Laboratories Limited1,46,24,92340.98%1,46,24,92340.98%
Kunal Narendra Gandhi34,93,6299.79%34,93,6299.79%
10% Cumulative Redeemable Preference Shares
Dr. D. B. Parikh--1,08,570100.00%

15.4 Details of shares held by promoter / promoter group

Name of the promoter / promoter groupAs at 31st March, 2026
No. of shares at the beginning of the yearChange during the yearNo. of shares at the end of the year% of Total shares% Change during the year
Equity Shares of ₹ 10/- each
Kunal Narendra Gandhi34,93,629-34,93,6299.79%0.00%
Nehal Narendra Gandhi12,36,371(74,000)11,62,3713.26%(5.99%)
Alisha Kunal Gandhi45,00045,0000.13%0.00%
Ushma Ronak Shah-33,00033,0000.09%100.00%
Sweta Shah-41,00041,0000.11%100.00%
Hiralaxmi Multitrade Pvt. Ltd. (Previously kwnon as Hiralaxmi Business Finance Pvt. Ltd.708-7080.00%0.00%
Enai Trading & Investment Pvt. Ltd.10,00,000-10,00,0002.80%0.00%
Lyka Generics Limited20,000-20,0000.06%0.00%
Bhawna Godha6,000-6,0000.02%0.00%
Neetu Godha10,000-10,0000.03%0.00%
Usha Premchand Godha10,686-10,6860.03%0.00%
Premchand Godha10,900-10,9000.03%0.00%
Pranay Godha300,000-3,00,0000.84%0.00%
Ipca Laboratories Limited1,46,24,923-1,46,24,92340.98%0.00%
Name of the promoter / promoter groupAs at 31st March, 2025
No. of shares at the beginning of the yearChange during the yearNo. of shares at the end of the year% of Total shares% Change during the year
Equity Shares of ₹ 10/- each
Kunal Narendra Gandhi2,425,0001,068,6293,493,6299.79%44.07%
Nehal Narendra Gandhi2,330,000(1,093,629)1,236,3713.46%(46.94%)
Alisha Kunal Gandhi20,00025,00045,0000.13%125.00%
Hiralaxmi Business Finance Pvt. Ltd.708-7080.00%0.00%
Enai Trading & Investment Pvt. Ltd.1,000,000-1,000,0002.80%0.00%
Bhawna Godha6,000-6,0000.02%0.00%
Neetu Godha10,000-10,0000.03%0.00%
Usha Premchand Godha10,686-10,6860.03%0.00%
Premchand Godha10,900-10,9000.03%0.00%
Pranay Godha300,000-300,0000.84%0.00%
Lyka Generics Limited20,000-20,0000.06%0.00%
Ipca Laboratories Limited12,024,9232,600,00014,624,92340.98%21.62%

15.5 Disclosure as required by Ind AS 103 Business Combination

I. A Merger of Lyka Exports Limited with Lyka Labs Limited

The Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench, has sanctioned the Scheme of Amalgamation for the merger of Lyka Export Limited (the Transferor Company), with the Lyka Labs Limited (the Transferee Company), under Sections 230 to 232 of the Companies Act, 2013, vide its Order dated 16th March 2026.

In accordance with Appendix C of Ind AS 103 — Business Combinations, since both the Transferor Company and the Transferee Company were under common control, the merger has been accounted for using the Pooling of Interests Method.

Pursuant to the Scheme, 4,62,711 fully paid-up equity shares of Rs.10 each of the Company are to be allotted to the eligible shareholders of the erstwhile Lyka Export Limited. Allotment of these shares are pending as on reporting date, and the same is shown under other equity as "Shares pending issuance pursuant to merger.

The accounting treatment pursuant to the scheme has been given effect to from the date required under IND AS 103 - Business Combinations, which is the beginning of the preceding period presented i.e. April 1, 2024. Accordingly, the figures for the year ended March 31, 2025 has been restated to give effect to the aforesaid merger.

B Issue of Shares/Consideration:

Post approval of the scheme, the Board of Directors approval of allotment of 4,62,711 fully paid up, equity shares of the Company, of face value Rs.10/- each, to eligible shareholders of Lyka Exports Limited (as on record date of June 4,2026 )

100

C Salient Features of the Scheme of Merger by Absorption

(i) Description of Companies and Background of Lyka Exports Limited

Lyka Exports Limited, Transferor Company (CIN: U51100GJ1992PLC023975) is a unlisted public limited company incorporated under the Company Act, 1956 having its registered office at Plot No C/4/10/B/2nd Floor Adarsh Industrial Complex Opp: S B I Ankleshwaer Bharuch-393002 (hereinafter referred to as the "Transferor Company"). The Transferor Company is in the field of marketing and distribution of Generic Pharmaceutical Formulations pan India & across various segments. The Transferor Company is a subsidiary of Lyka Labs Limited (Transferee Company) with 72.8% of its shareholding held by Transferee Company

(ii) Appointed date

The appointed date for the purpose of this amalgamation is 1st April 2022.

(iii) Accounting Treatment

In accordance with the scheme approved, the accounting for this amalgamation has been done in accordance with the "Pooling of Interest Method" referred to in Appendix C - Business combinations of entities under common control of Indian Accounting Standard 103- "Business Combination" of the Companies (Indian Accounting Standards) Rules, 2015.

D Lyka Labs Limited has accounted for the Scheme in its books of accounts with effect from 1st April 2024 as explained in para (iii) above and accordingly has restated prior period comparative.

(i) With effect from 01st April 2024, all assets and liabilities appearing in the books of accounts of Lyka Exports Ltd. have been transferred to and vested in Lyka Labs Limited and have been recorded by Lyka Labs Limited at their respective carrying values.

(ii) The difference between the carrying values of net identifiable assets and liabilities of Lyka Exports Limited transferred to Lyka Labs Limited pursuant to this Scheme and the value of consideration paid, amounting to ₹ 14.32 lakhs has been debited to Capital Reserve Account as per the provisions of Appendix C of Ind AS 103.

(iii) All inter company transactions have been eliminated on incorporation of the accounts of Lyka Exports Limited in Lyka Labs Limited.

E Disclosure in accordance with Appendix C of IND AS 103- Business combinations of entities under common control

Names and general nature of business of the combining entity

Lyka Exports Limited, Transferor Company (CIN: U51100GJ1992PLC023975) is a unlisted public limited company incorporated under the Company Act, 1956 having its registered office at Plot No C/4/10/B/2nd Floor Adarsh Industrial Complex Opp: S B I Ankleshwaer Bharuch-393002 (hereinafter referred to as the "Transferor Company"). The Transferor Company is in the field of marketing and distribution of Generic Pharmaceutical Formulations pan India & across various segments. The Transferor Company is a subsidiary of Lyka Labs Limited (Transferee Company) with 72.8% of its shareholding held by Transferee Company

Lyka Labs Limited Transferee Company (CIN: L24230GJ1976PLC008738) is a listed public limited company incorporated under the Company Act, 1956 having its registered office at 4801/B & 4802/A, G.I.D.C. Industrial Estate, Ankleshwar-393002 (hereinafter referred to as the "Transferee Company"). The Transferee Company is engaged in the business of manufacturing and marketing of pharmaceutical products. The Transferee Company's equity shares are listed on BSE Limited and National Stock Exchange of India Limited.

101

The date on which the transferee obtains control of the transferor

The transferors were already subsidiaries of the transferee and control existed from a prior date. The appointed date as per scheme is April 1, 2022.

Description and number of shares issued, together with the percentage of each entity's equity shares exchanged to effect the business combination

The Transferee Company shall issue and allot as per swap ratio to all the equity shareholders of the Transferor Company (other than the Transferee) whose names are registered in the Register of Members of the Transferor Company on the Record Date or his/her/its legal heirs, executors or administrators or, as the case may be, successors, a total of 4,62,711 equity shares of Rs.10 each in the ratio of 23 equity shares of the face value of Rs.10 each of the Transferee Company for every 100 equity shares of the face value of Rs.10 each held on the Record Date by such equity shareholders or their respective legal heirs, executors or administrators or, as the case may be, successors in the Transferor Company with rights attached thereto as mentioned in this Scheme

The amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed.

Assets Recognised

Property, Plant and Equipment36.37
Non Current Assets391.80
Deferred Tax Assets
Current Assets7.06
Cash and Cash Equivalent7.07
Other Bank Balance-
Total Assets442.31
Liabilities Recognised
Non Current Liabilities-
Current Liabilities1.45
Deferred Tax Liabilities8.64
Total Liabilities10.09
Consideration Paid446.53
Amalgamation Adjustment Deficit Amount transferred to Capital Reserve Account(14.32)
The amount of any difference between the consideration and the value of net identifiable assets acquired, and the treatment thereofThe difference between the carrying values of net identifiable assets and liabilities of Lyka Exports Limited transferred to Lyka Labs Limited pursuant to this Scheme and the value of consideration paid, amounting to ₹14.32 lakhs has been debited to Capital Reserve Account as per the provisions of Appendix C of Ind AS 103.

102

16. Other Equity

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Capital Reserve36.3736.37
Securities Premium Account18,808.9718,808.97
General Reserve626.86952.57
Retained Earning(14,470.43)(11,241.62)
Capital Redemption Reserve108.57-
Shares pending issuance pursuant to merger46.2746.27
OCI(25.72)(11.32)
Total5,130.918,591.23

16.1 Nature of Reserves:

Capital Reserves

The Capital reserve has been created from the forfeiture of equity warrants, receipts of subsidy for setting up the factories in backward areas for performing research on critical medicines for the betterment of the society and during merger, deficit of consideration paid over net assets taken over, if any is debited to Capital Reserve

Securities Premium

Securities Premium account comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

General Reserves

The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

17. Non Current Borrowings

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Secured Loan:
Term Loans from Bank (Refer Note No.17.1)1,249.19972.22
Car Loan (Refer Note No. 17.2)137.24-
Unsecured Loan:
10% Redeemable Preference Shares of ₹ 100/- each-108.41
Loans and Advances from related parties912.50840.00
Total2,298.931,920.63

Details of terms of repayment and security provided for in respect of the Long-Term Borrowings as follows :

17.1 a) Term Loan I of ₹ 972.22 lakhs from Yes Bank Ltd. Repayble in 18 quarterly instalments starting from 30th April 2024. Interest @ EBLR + 2.10% p.a.
b) Term Loan II of ₹ 856.11 lakhs from Yes Bank Ltd. Repayble in 18 quarterly instalments starting from 25th May 2026. Interest @ EBLR + 2.10% p.a.
c) Above Term Loan is secured by i) first charged by way of Hypothication on Plant Machineries ii) Second charge by way of Hypothication on Inventory & Book debts. iii) Negative lien on Fixed Assets of the Company at 4801/B & 4802/A GIDC Ankleshwar, Gujarat.

103

17.2 Car Loan from various Bank/NBFC repayable in Equated Monthly Installment, interest on car loan ranges between 7.85% to 8.30% P.A. And secured by Vehicle.
17.3 Interest on Loan and Advances from related parties ranges between 10.70% p.a. to 11.00% p.a. (simple interest).

18. Other Non-current Financial Liabilities

ParticularsAs at 31st March, 2026As at 31st March, 2025
Security Deposit134.88114.88
Interest Accured but not due on Borrowings-0.16
Total134.88115.04

Lease Liabilities

ParticularsAs at 31st March, 2026As at 31st March, 2025
Lease Liabilities - Non Current-69.26
Total-69.26

19. Non Current Provisions

ParticularsAs at 31st March, 2026As at 31st March, 2025
Employee Benefits:
Provision for Leave Encashment62.1941.09
Provision for Gratuity272.4721.92
Total334.6663.01

20. Deferred Tax Liabilities (net)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Deferred Tax Liabilities256.06433.54
Total256.06433.54

20.1 Deferred Tax Assets / (Liabilities) in relation to:

ParticularsAs at 31st March, 2026As at 31st March, 2025
On Account of Property, Plant and Equipment542.83499.84
On Account of Section 43B Disallowances(114.80)(54.67)
On Account of IndAS Adjustments(171.98)(11.63)
Total256.06433.54

21. Current Borrowings

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Secured Loans:
From Bank
Loan repayable on demand (refer note no. 21.1)1,257.73933.02
Current Maturities of Long-Term Borrowings579.14388.89
From Others
Car Loan49.79-
Unsecured:
Loans and Advances from related parties650.00550.00
Total2,536.661,871.91

Details of terms of repayment in respect of Short - Term Borrowings:

21.1 a) Interest on Loans repayable on demand @ EBLR + 2.75% p.a. (simple Interest).
b) Above Loan from Yes Bank Ltd is secured by i) second charged by way of Hypothecation on Plant Machineries ii) Exclusive charge by way of Hypothecation on Inventory & Book debts. iii) Negative lien on Fixed Assets of the Company at 4801/B & 4802/A GIDC Ankleshwar, Gujarat.

21.2 Interest on Loans from related parties ranges from 10.70% p.a. to 11.00% p.a. (simple Interest).

22. Lease Liabilities

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Lease Liabilities - Current51.3056.59
Total51.3056.59

23. Trade Payables

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(i) Total outstanding dues of Micro Enterprises and Small Enterprises513.37212.09
(ii) Total outstanding dues of Creditors other than Micro Enterprises and Small Enterprises1,165.991,170.92
Total1,679.361,383.01

23.1 Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006 as per the records of the Company.
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Principal Amount outstanding to suppliers under MSMED Act,77.9366.00
Interest accrued on the dues to suppliers under MSMED Act0.580.53
Payment made to suppliers (Other than interest) beyond theNILNIL
Interest paid to suppliers under MSMED Act, 2006 (other than Section 16)NILNIL
Interest paid to suppliers under MSMED Act, 2006 (Section 16)NILNIL
Interest due and payable to suppliers under MSMED ActNILNIL
Interest accrued and remaining unpaid at the end of the period toNILNIL

23.2 Trade payables ageing :

ParticularsOutstanding for following periods from due date of paymentTotal
Less than 1 year1-2 years2-3 yearsMore than 3 years
MSME513.37--513.37
Others620.130.543.0226.87650.56
Disputed dues – MSME-153.75--153.75
Disputed dues - Others-361.68--361.68
Total1,133.50515.973.0226.871,679.36
ParticularsOutstanding for following periods from the date of invoiceTotal
Less than 1 year1-2 years2-3 yearsMore than 3 years
MSME212.09---212.09
Others1,138.764.201.3226.641,170.92
Disputed dues – MSME-----
Disputed dues - Others-----
Total1,350.854.201.3226.641,383.01

24. Other Current Financial Liabilities

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Current Maturities of Long-Term Debt :
Debentures - Privately Placed Non Convertible#-7.00
Interest Accrued and due3.583.00
Employee dues73.6955.03
Payable Against Acquisition-6.79
Creditors for:
Expenses302.23307.97
Capital Expenditure55.14123.82
Other Outstanding Liabilities392.02299.20
Total826.67802.83

Outstanding Debenture of ₹ 7.00 Lakhs on account of cheques returned undelivered / Unclaimed has been transferred to IEPF.

25. Other Current Liabilities

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Other Payables:
Statutory dues75.0781.82
Advance from Customers59.71131.45
Provision for expenses-23.49
Total134.78236.75

26. Current Provisions

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Employee Benefits:
Provision for Bonus29.3324.92
Provision for Gratuity50.0097.72
Provision for Leave Encashment42.1332.60
Total121.46155.24

27 Revenue From Operations

(₹ in lakhs)

ParticularsFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
Sale of products11,551.5912,963.00
Total11,551.5912,963.00

28. Other Operating Revenue

(₹ in lakhs)

ParticularsFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
Processing Charges Received361.93362.07
Export Incentives29.1930.73
Royalty-59.94
Commission Income147.8325.68
Other Operating Income-28.32
Total538.94506.74

29. Other Income

(₹ in lakhs)

30. Cost of Material Consumed

(₹ in lakhs)

  1. Purchases of Stock-in-Trade
    (₹ in lakhs)

  2. Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade
    (₹ in lakhs)

  3. Employee Benefit Expenses
    (₹ in lakhs)

  4. Finance Costs
    (₹ in lakhs)

  5. Other Expenses
    (₹ in lakhs)

Corporate Social Responsibility

36. Exceptional Items

(₹ in lakhs)

The impairment assessment was carried out based on the subsidiary's financial position, future outlook and management estimation on recoverability.

37. Estimated amounts of commitments remaining to be executed as on 31st March, 2026 are as follows:

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Against Purchase of Capital Goods505.49202.52
Against Purchase of RM and PM175.35253.96
Against Purchase of FG189.39-
Total870.23456.48

38 Contingent Liabilities are not provided for in respect of following:

(i) Demands were raised against the Company aggregating to ₹ 680.62 Lakhs (as at 31st March 2025 ₹ 680.62 Lakhs) plus interest thereon under the Drug Price Control Order 1979 by the Government of India and the same was contested by the Company. In the earlier years, the Company had received recovery notices for recovery of ₹ 2,094.41 Lakhs (as at 31st March 2025 ₹ 2,094.41 Lakhs) to be deposited into "Drug Price Equalisation Account".

The Company has challenged the said notices in the writ petitions before the Hon'ble High Court of Gujarat. The Hon'ble High Court has admitted the writ petitions subject to the Company depositing certain amounts against the said demands. Accordingly, the Company has deposited ₹ 1,032.45 Lakhs (as at 31st March 2025 ₹ 1,032.45 Lakhs).

The Company expects favourable outcome in the said writ petitions and hence, the amounts paid have been treated as advances which are considered by the Company as good and recoverable.

(ii) (a) The Company has received an Order from the Gujarat Sales Tax Commissioner (Appeals) Baroda, dated 24th January, 2011 in respect of Company's appeal against the demand for Gujarat Sales Tax of ₹ 1,324.08 Lakhs for the financial year 2002-2003 for non-submission of proof of export. The Commissioner of Sales Tax (Appeals) based on the facts as submitted, has revised the demand to ₹ 85.44 Lakhs (as at 31st March 2025 ₹ 85.44 Lakhs) against which Company has made payment of ₹ 45.81 Lakhs (as at 31st March 2025 ₹ 45.81 Lakhs) under protest. The Company has further contested this demand before the Sales Tax Tribunal. The matter is sub-judice and the payments of ₹ 45.81 Lakhs (as at 31st March 2025 ₹ 45.81 Lakhs) are considered by the Company as good and recoverable.

110

(b) There are disputed Sales Tax demands from state of Maharashtra in respect of prior years amounting to ₹ 412.41 Lakhs (as at 31st March 2025 ₹ 412.41 Lakhs) against which the Company has made payment of ₹ 20.78 Lakhs (as at 31st March 2025 ₹ 20.78 Lakhs) under protest. The Company has further contested these demands before the Sales Tax Commissioner / Tribunal. The matters are sub-judice and the payments of ₹ 20.78 Lakhs for the Maharashtra state demand (as at 31st March 2025 ₹ 20.78 Lakhs) are considered by the Company as good and recoverable.

(iii) Employees (Including Ex-Employees) Claims relating to ex-gratia and other benefits aggregating to ₹ 433.66 Lakhs (as at 31st March 2025 ₹ 433.66 Lakhs) as the matter is sub-judice.

(iv) The Company has received order from Income Tax Department raising demand aggregating to ₹ 100.76 Lakhs (as at 31st March 2025 ₹ 100.76 Lakhs) relating to prior years against which the Company has paid ₹ 20.00 Lakhs (as at 31st March 2025 ₹ 20.00 Lakhs). The matter is sub-judice and the payment of ₹ 20.00 Lakhs (as at 31st March 2025 ₹ 20.00 Lakhs) is considered by the Company as good and recoverable.

(v) That cheque dishonor cases under Section 138 of the Negotiable Instruments Act are currently pending against Company before the Metropolitan Magistrate Court at Mazgaon. In compliance with the law under Section 143-A of the NI Act and order dated 04/01/2022, without prejudice to its rights and contentions and under protest, Company has deposited 20% of the cheque amount, totaling ₹124.26 lakhs, as interim compensation. The main complaint remains sub judice.

A Suit (commercial summary suit) has been filed against the Company in the Mumbai City Civil Court. The Ld. Court ordered the Company to deposit ₹22.00 lakhs (as of 31st March 2025 ₹ 22.00 lakhs) to be allowed to defend the case. In compliance of the order and to defend their case the Company has made the required deposit of ₹22.00 lakhs (as of 31st March 2025 ₹22.00 lakhs). The matter is pending and sub-judice. The company considers this amount is recoverable on disposal of the Suit.

In a commercial suit filed in the City Civil Court at Mazgaon, Mumbai, where the court ordered Company to furnish security for ₹873.,26 lakhs by providing solvent sureties or a bank guarantee within two months. The Company has appealed this order in the Bombay High Court, seeking a stay on its operation. The High court of Bombay has granted interim stay to the order of furnishing security. The appeal is pending and sub-judice before the High Court of Bombay.

(vi) In compliance with the directions of the Hon'ble Bombay High Court, the Company has deposited ₹61.26 lakhs with the Court. The application seeking stay of the order is currently pending adjudication before the Hon'ble Bombay High Court. Based on legal advice received, the management believes that the Company has a reasonable case on merits and, accordingly, no provision has been made in the financial statements.

39 Capital Expenditure:

(i) Tangible Project Capital Work-in-Progress ₹ 185.60 Lakhs as at 31st March 2026, (as at 31st March 2025 ₹ 20.14 Lakhs) During the year, the Company has capitalized ₹ 6.11 Lakhs (as at 31st March 2025 ₹ 2177.03 Lakhs) on completion of Lyolyphiztion phase I project at Ankleshwar.

(ii) During the year, the Company has capitalized ₹ 96.12 Lakhs (as at 31st March 2025 ₹ Nil Lakhs) as “Self-Generated Intangible Assets” upon successful development of respective products.

40 During the year the Company has carried out impairment testing towards the exposure in the subsidiary Lyka BDR International Ltd. and based on the estimations of the carrying value, the Company has provided impairment amounting to Rs. 2301.44 lakhs. The same is shown as an Exceptional Item.

41 During the year, inventories include slow / non-moving raw-material and packing materials procured during the earlier years amounting to ₹ 54.38 Lakhs (as at 31st March 2025 ₹ 27.11 Lakhs), which are valued at lower of net realisable value or cost whichever is lower. The Company is evaluating to utilize / realize the same.

111

42 Employment and Retirement Benefits

(i) The actuarial valuation of the present value of the defined benefit obligation in respect of Gratuity has been carried out as at 31st March, 2026. The following tables set out the amounts recognized in the financial statements as at 31st March, 2026 for the defined benefit plans.

(ii) The Actuarial Valuation of the present value of the defined benefit obligation in respect of Gratuity carried out as at 31st March 2026 includes valuation for all the employees of Lyka BDR International Limited (Subsidiary) which were transferred on the payroll of Lyka Labs Limited(Parent company) and accordingly obligation relating to gratuity liability also stands transferred to the Lyka Labs Limited.

Sr. NoParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
a)Liability recognized in Balance Sheet
Change in Benefit Obligation
Opening Balance of Present Value of Obligations268.63285.53
Service Cost19.1124.85
Interest Cost17.6820.53
Past Service Cost - Incurred During the Period245.51-
Liability Transferred In / Acquisitions--
Actuarial Loss / (Gain) on Obligations15.05(17.74)
Benefits Paid(38.17)(44.54)
Closing Balance of Present Value of Obligations527.81268.63
Less: Fair Value of Plan Assets
Opening Balance of Plan Assets148.9992.84
Expected Return on Plan assets9.766.67
Employer's Contribution45.9549.00
Return on plan assets, excluding amount recognised in net interest expenses0.650.48
Closing Balance of Plan Assets205.34148.99
Net Liability322.47119.64
b)Expense during the year
Service Cost264.6224.85
Interest Cost7.9213.85
Expected Return on Plan Assets--
Actuarial Loss / (Gain) on Obligations14.40(18.22)
Total286.9520.48
c)Principal Actuarial Assumptions
Rate of Discounting6.89%6.55%
Rate of Return on Plan Assets6.89%6.55%
Salary Growth Rate5.00%5.00%

(iii) The actuarial valuation of the present value of the defined benefit obligation in respect of Compensated Absence Liabilities has been carried out as at 31st March, 2026. The following tables set out the amounts recognized in the financial statements as at 31st March, 2026 for the defined benefit plan.

Sr. NoParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
a)Liability recognized in Balance Sheet
Change in Benefit Obligation
Opening balance of present value of obligations106.17134.05
Service Cost21.0714.74
Past Service Cost10.39-
Interest Cost6.709.64
Liability Transferred In / Acquisitions--
Actuarial (Gain) on Obligations18.5318.10
Benefits Paid(19.69)(70.35)
Closing balance of present value of obligations143.18106.17
Less: Fair Value of Plan Assets
Opening Balance of Plan Assets32.4830.16
Expected Return on Plan Assets2.32
Employer's Contribution4.00-
Interest Income2.13-
Return on plan assets, excluding amount recognised in net interest expenses0.24-
Closing Balance of Plan Assets38.8532.48
Net Liability104.3373.69
b)Expense during the year
Service Cost21.0714.74
Interest Cost4.579.64
Expected Return on Plan Assets-(2.32)
Actuarial (Gain) / Loss on Obligations18.5318.10
Return on plan assets, excluding amount recognised in net interest expenses0.24-
Total44.4240.15
c)Principal Actuarial Assumptions
Rate of Discounting6.89%6.55%
Rate of Return on Plan Assets6.89%6.55%
Salary Growth Rate5.00%5.00%

Sensitivity Analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis is given below:

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

43. Assets taken on operating lease:

ParticularsAs at 31st March, 2026As at 31st March, 2025
Not later than one year72.8897.17
Later than one year but not later than five years-72.88
Total72.88170.05

44. Segment Disclosures

(a) Segment information for primary segment reporting (by business segments):

Based on guiding principles given in the Indian Accounting standard on 'Operating Segments' (IndAS-108), the primary segment of the Company is business segment, which comprises of pharmaceutical products/pharma related services. As the Company operates in a single primary business segment, no segmental information thereof is given.

(b) Segment information for secondary segment reporting (by geographical segments)

The Board of Directors evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by reportable segments.

ParticularsAs at 31st March, 2026As at 31st March, 2025
Revenue by Geography
India8,675.148,478.64
Rest of world2,876.454,484.36
Total11,551.5912,963.00
Major Customers :
Number of Customers individually contributing towards revenue more than 10% of the Company’s total revenue12
Revenue from the customers individually contributing towards revenue more than 10% of the Company’s total revenue2376.124617.14

45 Disclosure of related parties/ related party transactions pursuant to Ind AS 24 “Related Party Disclosures” :

(a) List of related parties over which control exist and status of transactions entered during the year :

Sr. No.Name of the Related PartyRelationship
1Lyka BDR International LimitedSubsidiary
2Ipca Laboratories LimitedEntity Exercising Significant Influence
3Mr. Kunal Gandhi - Managing Director & Chief Executive Officer
Mr. Yogesh Shah - Executive Director & Chief Financial Officer
Mr. Shekhar R. Singh - Company Secretary & Compaliance officer (upto 01-08-2025)
Mr. Shailendra Agrawal - Company Secretary & Compaliance officer (w.e.f. 01-10-2025)
Mrs. Dhara P. Shah - Independent Director (upto 03-08-2025)
Mrs. Archana Yadev - Independent Director (w.e.f. 26-05-2025)
Mr. Babu Lal Jain - Chaiman & Independent Director
Mr. Prashant Godha - Non Executive Director
Mr. Shashil Mendonsa - Non Executive Director
Mr. Neeraj Golas - Independent Director
Key Management Personnel (KMP)
4Mrs. Nehal N. Gandhi
Mrs. Alisha K. Gandhi
Relative of KMP
5Enai Trading & Investment Private Limited
Lyka Generics Limited
Hiralaxmi Multitrade Private Limited - formerly known as Hiralaxmi Business Finance Private Limited
Entities owned by / over which KMP is able to exercise significant influence

(b) Disclosure of related party transactions:
(₹ in lakhs)

Sr. No.DescriptionSubsidiariesEntity Exercising Significant InfluenceKMPRelative of KMPEntities Owned by KMPTotal
1Sale of Goods & Services155.302,383.98---2,539.27
(85.84)(2,592.77)---(2,678.61)
2Purchases of Goods / Machinery------
----(66.83)(66.83)
3Sales of Fixed Assets------
-(230.00)--(13.33)(243.33)
4Rent Expenses--18.0018.0030.0066.00
--(18.00)(18.00)(30.00)(66.00)
5Rent Income4.50----4.50
(6.00)----(6.00)
6Reimbursement of Expenses-18.19---18.19
-(56.00)--(0.80)(56.80)
7Remuneration (Payments / Provisions) to--548.80--548.80
--(578.82)--(578.82)
8Commission Income147.83----147.83
(25.68)----(25.68)
9Directors Sitting Fees--11.40--11.40
--(9.70)--(9.70)
10Interest Income41.60----41.60
(57.69)----(57.69)
11Interest Expenses-33.70-48.2958.89140.88
-(20.59)-(53.15)(61.14)(134.88)
12Loan Received-500.00-255.0083.50838.50
-(400.00)-(305.00)(185.00)(890.00)
13Loan Repaid-400.00-110.00156.00666.00
-(2,750.00)-(290.00)(75.00)(3,115.00)
14Loan Given679.15----679.15
(120.00)----(120.00)
15Loan (Principle) Received Back408.76----408.76
(89.00)----(89.00)
16Issue of Equity Shares------
-(260.00)---(260.00)
17Issue of Security Premium------
-(3,367.00)---(3,367.00)
18Consultancy Fees---30.00-30.00
------

() indicate previous year figures

^{}[] DYKA

(c) Balance for the year ended
(₹ in lakhs)

Sr. No.DescriptionSubsidiariesEntity Exercising Significant InfluenceKMPRelative of KMPEntities Owned by KMPTotal
1Security Deposit given--250.00250.00-50
--(250.00)(250.00)-(500.00)
2Security Deposit Received------
------
3Loan Given#------
(562.00)----(562.00)
4Loan Taken-500.00545.00517.501,562.50
-(400.00)-(400.00)(590.00)(1,390.00)
5Sundry Debtors-161.91---161.91
(68.18)(648.36)---(716.54)
6Sundry Creditors------
------
7Other Payable (Interest)------
------
8Other Receivable (Interest)------
(13.21)----(13.21)
9Investments#------
(1,469.05)----(1,469.05)

() Indicate previous year figures

Investment in (Rs.1469.05 lacs) and Loan (Rs 832.39) given to Subsidiary Lyka BDR International Limited was impaired during the year and the same has been shown as an exceptional item.

Persuant to scheme of merger sanctioned vide order dated 16th March 2026 by NCLT, Lyka Exports Limited a subsidiary company was merged with Lyka Labs Limited.
Note : Related party information is as identified by the Company and relied upon by the Auditor.

  1. Earnings per Share (EPS) :
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Adjusted (Loss)/Profit for the year (₹ in lakh) (A)(3,228.84)780.95
Weighted Average number of Equity Shares (B)3,56,90,0003,55,83,151
Face Value per Equity Share (₹) (C)10.0010.00
Basic and Diluted Earnings per Share (₹) (D = A/B)(9.05)2.19

47. Taxation :

i) Deferred Tax :

Reconciliation of tax expenses and accounting profit multiplied by India's domestic tax rate for the year ended 31st March 2026 and 31st March 2025

ParticularsAs at 31st March, 2026As at 31st March, 2025
Accounting profit before tax (after exceptional items)(3,323.53)1,110.16
At India's statutory income tax rate of 25.168% (P.Y. 25.168%)(836.47)279.41
Deferred Tax impact on:
On Account of Property, Plant and Equipment42.9921.94
On Account of Section 43B Disallowances(60.13)28.61
On Account of IndAS Adjustments(160.35)(4.86)
Less: Deferred Tax Assets not recognised in current year(836.47)279.41
Income tax expenses reported in the Statement of Profit and loss(177.48)45.69

48. Disclosures on Financials Instruments

(a) Financial Instruments by category

The following table presents the carrying amounts of each category of financial assets and liabilities as at 31st March, 2026.

ParticularsMeasured at FVTOCIMeasured at FVTPLCost / Amotrised CostTotal Carrying Amount
Financial Assets
Investment in subsidiaries--
Other Investments2.58-2.58
Other Financial Assets2062.242062.24
Trade Receivables3291.473291.47
Loans4.574.57
Total-2.585358.285360.86
Financial Liabilities
Other Financial Liabilities961.55961.55
Borrowings4835.594835.59
Trade Payable1679.361679.36
Total--7,476.507,476.50

The following table presents the carrying amounts of each category of financial assets and liabilities as at 31st March, 2025.

ParticularsMeasured at FVTOCIMeasured at FVTPLCost / Amotrised CostTotal Carrying Amount
Financial Assets
Investment in subsidiaries3,240.303,240.30
Investment1.931.93
Other Financial Assets2,029.102,029.10
Trade Receivables4,044.964,044.96
Loans567.01567.01
Total-1.939,881.389,883.31
Financial Liabilities
Other Financial Liabilities917.85917.85
Borrowings3,792.543,792.54
Trade Payable1,383.011,383.01
Total--6,093.406,093.40

(b) Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The following table provides the fair value measurement hierarchy of the Company's financials assets and liabilities that are measured at fair value or where fair value disclosure is required:

ParticularsAs at 31st March, 2026Total
Fair Value Measurement Using
Quoted Price in active marketsSignificant observable inputSignificant unobservable inputs
Level 1Level 2Level 3
Assets measured at fair value FVTPL financial investments
Mutual Funds-2.58-2.58
Total-2.58-2.58
ParticularsAs at 31st March, 2025Total
Fair Value Measurement Using
Quoted Price in active marketsSignificant observable inputSignificant unobservable inputs
Level 1Level 2Level 3
Assets measured at fair value FVTPL financial investments
Mutual Funds-1.93-1.93
Total-1.93-1.93

(c) Valuation technique to determine fair value

The following methods and assumptions were used to estimate the fair values of financial instruments :

(i) The management assesses that fair value of cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(ii) The fair values of the equity investment which are quoted, are derived from quoted market prices in active markets. The Investments measured at fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports provided by external valuers with the exception of certain investments, where cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair values within that range. The carrying value of those investments are individually immaterial.

(d) Financial risk management objectives

The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company's risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance. The Company's senior management which is supported by a Treasury Management Group ('TMG') manages these risks with a six monthly rolling basis due to which a natural hedge exist. TMG advises on financial risks and the appropriate financial risk governance framework for the Company and provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

All hedging activities are carried out by specialist teams that have the appropriate skills, experience and supervision. The Company's policy is not to trade in derivatives for speculative purposes.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises of risks relating to interest rate risk and other price risks such as equity price risk and commodity price risk. Financial instruments affected by market risks mainly include borrowings, deposits and investments.

Foreign currency risk management

Foreign exchange risk arises on future commercial transactions and on all recognised monetary assets and liabilities, which are denominated in a currency other than the functional currency of the Company. The Company's management has set policy wherein exposure is identified, benchmark is set and monitored closely, and accordingly suitable hedges are undertaken. Policy also includes mandatory initial hedging requirements for exposure above a threshold.

The Company's foreign currency exposure arises mainly from foreign exchange imports, exports and other income/expenses in foreign currency, primarily with respect to USD.

As at the end of the reporting period, the carrying amounts of the company's foreign currency denominated monetary assets and liabilities in respect of the primary foreign currency i.e. USD and derivative to hedge the exposure, are as follows:

120

Particulars of foreign currency exposure is as follows:

ParticularsCurrencyAs at 31st March, 2026As at 31st March, 2025
Trade ReceivableUSD $2,484,687.282,258,557.00
Trade Receivable - AdvanceUSD $(33,038.32)(124,006.00)
Trade PayableUSD $(38,112.50)(10,527.50)
Trade Payable - AdvanceUSD $92,130.00-
Net Exposure ($)USD $2,505,666.462,124,023.50
Trade ReceivableEURO €--
Trade Receivable - AdvanceEURO €(2,875.50)(2,875.50)
Net Exposure (€)EURO €(2,875.50)(2,875.50)
Trade PayableJPY ¥(1,023,000.00)(1,023,000.00)
Net Exposure (¥)JPY ¥(1,023,000.00)(1,023,000.00)

The company's exposure to foreign currency changes for all other currencies is not material.

The Company has entered into various derivatives transactions, which are not intended for trading or speculative purpose but to hedge the exports receivables included in above and future receivables.

Foreign currency sensitivity analysis

The following table demonstrate the sensitivity to a reasonable possible change in USD exchange rate, with all other variables held constant.

ParticularsAs at 31st March, 2026As at 31st March, 2025
Impact on profit before tax
INR / USD - Increase by 5%118.5890.89
INR / USD - Decrease by 5%(118.58)(90.89)

Interest rate risk management

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations and investments in debt instruments including debt mutual fund.

Interest rate sensitivity

The below table demonstrate the sensitivity of the company's profit before tax to a reasonable possible change in interest rate with all other variables being constant.

ParticularsIncrease / DecreaseChange in interest rateFor the year ended 31st March, 2026For the year ended 31st March, 2025
Interest expenseIncrease100 basis point2.941.85
Decrease100 basis point-2.94(1.85)

(e) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

Trade Receivable

Customer credit risk is managed by SCM team subject to the company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and followed up.

Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of bank deposits and cash credit facilities. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

The table below summarises the maturity profile of the company's financial liabilities based on contractual undiscounted payments.

ParticularsYearLess than 1 YearMore than 1 YearTotal
Financial Liabilities
Trade Payable31st March 20261,133.50545.861,679.36
31st March 20251,350.8532.161,383.01
Borrowings31st March 20262,536.662,298.934,835.59
31st March 20251,871.911,920.633,792.54
Other Financial Liabilities31st March 2026826.67-826.67
31st March 2025799.98115.04915.01

(f) Excessive risk concentration

Concentrations arise when a number of counter parties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry. Company believes that there is no such excessive risk concentration.

49 Capital Management

The Company's objective when managing capital is to ensure the going concern operation and to maintain an efficient capital structure to reduce the cost of capital, support the corporate strategy and meet shareholders expectations. The policy of the company is to borrow through banks supported by committed borrowing facility to meet anticipated funding requirements. The capital structure is governed by policies approved by the Board of Directors.

122

50 Derivatives Financial Instruments

The details of outstanding foregin exchange forward contracts and other derivatives designated as cash flow hedges:

ParticularsCurrencyAs at 31st March, 2026As at 31st March, 2025
Forward Contracts - ExportsUSD--

The foregin exchange forward contracts mature within one year or more. The table below shows the derivative financial instruments into relevant maturity grouping based on the remaining period as at Balance Sheet Date:

51 Payments to Auditors :

Sr. No.ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
(i)Audit Fees17.2517.25
(ii)GST Compliance Fees3.503.50
(ii)Tax Audit Fees7.652.59
Total28.4023.34

52 Other Statutory Information

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

(iii) Company has created various charges in favour of Banks, Financial Institutions and Others for securing loan to the Company. The Company is in process of satisfaction of Charges and filing with the Registrar of Companies, Ahamadabad in respect of which dues are settled.

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) The Company has not been declared as a Wilful Defaulter by any bank or financial institution or government or any government authority.
(x) The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.

53 Ratio Analysis

Sr. No.RatioAs at 31st March, 2026As at 31st March, 2025% changeReason for variance
1Current Ratio1.131.56-27.42%Borrowings for the year have increased as compared to previous year
2Debt Equity Ratio0.580.3374.02%Ratio has increased due to negative earnings and new borrowings availed during the year .
3Debt Service Coverage Ratio-3.410.75-554.45%Due to negative earnings the ratio is negative for the year
4Return on Equity Ratio-0.310.08-506.41%ROE is negative due to negative PAT.
5Inventory Turnover Ratio3.854.87-21.00%Ratio has decreased due higher average inventory for the year and reduced COGS.
6Trade Receivables Turnover Ratio3.153.92-19.65%
7Trade Payables Turnover Ratio3.284.62-29.00%Reduced COGS and increase in average trade payable has lead to decrease in ratio.
8Net Capital Turnover Ratio16.625.17221.63%Ratio for the year have increased as compared to previous year due to increased borrowings.
Sr. No.RatioAs at 31st March, 2026As at 31st March, 2025% changeReason for variance
9Net Profit Ratio-27.95%6.11%-557.60%Ratio is negative due to negative PAT (Majorly on account of exceptional loss).
10Return on Capital employed-21.61%8.12%-366.11%Negative EBIT has lead to reduction in net worth due which the ratio is negative
11Return on Investment7.42%3.09%140.16%ROI have increased due to reduced average investment for the year

54 The figures for the previous year have been restated / rearranged wherever considered necessary.

For D. Kothary & Co.
Chartered Accountants
Firm Registration No. 105335W

Kunal Gandhi
Managing Director & CEO
DIN : 01516156

Prashant Godha
Director
DIN : 00012759

Mehul N. Patel
Partner
Membership No. 132650

Place : Mumbai
Date : 25th May, 2026

Yogesh Shah
Executive Director & CFO
DIN : 06396150

Shailendra Agarwal
Company Secretary &
Compliance Officer

125

INDEPENDENT AUDITOR'S REPORT

To the Members of
Lyka Labs Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Lyka Labs Limited (herein after referred as "the Holding Company") and its subsidiary (the Holding Company and its subsidiary together referred to as "the Group"), which comprise the Consolidated Balance Sheet as at 31st March, 2026, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as "the Consolidated Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31st March, 2026, and their consolidated profit, their consolidated total comprehensive income, their consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to Note 15.5 to the consolidated financial statements in respect of the Scheme of Amalgamation (the "Scheme") between the Company and its subsidiary, namely Lyka Exports Limited ("Transferor Company"), from the appointed date of April 1, 2022, as approved by National Company Law Tribunal vide its order dated March 16, 2026. The Company has accounted for the amalgamation in accordance with Appendix C of Ind AS 103 – Business Combinations relating to business combinations under common control. Accordingly, the Company has given effect to the Scheme from the beginning of the preceding period presented, i.e., April 1, 2024, and the comparative figures for the year ended March 31, 2025 have been restated. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

126

We have determined the matter described below to be the key audit matter to be communicated in our report:

Key audit MatterHow the matter was addressed in our audit
Business Combination under Common Control –Merger Accounting of Lyka Export Limited
Refer to Note 15.5 to the Consolidated Financial Statements – “Business combination under common control
Pursuant to the National Company Law Tribunal (NCLT) Order dated March 16 2026, subsidiary of the Company viz. Lyka Exports limited (“Transferor Company”) has been merged with the Company (“Transferee Company”) under the approved Scheme of Amalgamation.
The Company has accounted for the business combination using the pooling of interest method in accordance with Appendix C of Ind AS 103 – Business Combination (the ‘Standard’).
The carrying value of the assets and liabilities of the subsidiaries as at April 1, 2024 (being the beginning of the previous period presented), as appearing in the consolidated financial statements of the Company before the merger have been incorporated in the books with merger adjustments, as applicable.
The Company are to be allotted 4,62,711 fully paid-up equity shares of the Company to the eligible shareholders of the erstwhile subsidiary Lyka Exports Limited in accordance with the Scheme.
The Company has recognised Capital Reserve (debit balance) of Rs. 14.32 Lakhs directly in “Other Equity”.
Considering the magnitude and complex accounting involved, the aforesaid business combination treatment in Consolidated financial statements has been considered to be a key audit matter.
Our audit procedures included the following:
• Obtained and read the Scheme of Amalgamation approved by the NCLT.
• Assessed whether the transaction qualified as a business combination under common control and evaluated the accounting treatment adopted by the Company with reference to the requirements of Appendix C to Ind AS 103.
• Verified the carrying values of assets and liabilities of the transferor company incorporated in the books of the Company with the underlying records and consolidated financial statements.
• Examined the merger accounting adjustments recorded by the management, including elimination and regrouping adjustments, wherever applicable.
• Verified the accounting and computation relating to issue of 4,62,711 equity shares to the eligible shareholders pursuant to the Scheme. And verified the disclosure of the same under other equity as Shares pending issuance pursuant to merger, as the allotment of these shares are pending as on reporting date.
• Tested the computation and recognition of capital reserve (debit balance) amounting to Rs. 14.32 Lakhs recognised under Other Equity.
• Assessed the adequacy and appropriateness of disclosures made in the consolidated financial statements in accordance with the applicable requirements of Ind AS and the approved Scheme of Amalgamation
Based on the above work performed, the management’s accounting for the merger of Lyka Exports Ltd with the Company is in accordance with the Appendix C of Ind-AS 103 Business Combination.
Inventory Valuation
As at 31 March 2026, the carrying value of the inventories is ₹ 1362.96 Lakhs
The Company manufactures and sells pharmaceutical products which carry shelf life. Accordingly, significant judgement is involved in the valuation of inventories. Management is required to assess the appropriate net realisable value of near-expiry raw materials and finished pharmaceutical products. Such assessment involves estimation and judgement relating to expected future sales, product demand, expiry patterns, and inventory liquidation plans.
Our audit procedures included the following:
• We attended stock counts at plant to identify whether any inventory was obsolete,
• We assessed the basis for the inventory valuation, the consistency in policy and the rationale in its application,
• We tested the accuracy of the ageing of inventories based on system generated reports.
• We reviewed the testing done for net realizable value of inventories and future plans for consumptions;
• We tested the arithmetical accuracy of valuation files; and
• We have assessed the adequacy of disclosure in the consolidated Financial Statements.

127

Due to the Significance of the inventory balance to the consolidated financial statements of the company and the level of judgments and estimates required, we identified the valuation of inventories as a key audit matter.
Refer Note 2.9 and Note 9 to the consolidated financial statements.

Information Other than the Consolidated Financial Statements and Auditor's Report thereon

The Holding Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report, Shareholders' Information, but does not include the consolidated financial statements, consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The Holding Company's management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can

128

^{}[] DNA

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

129

Other Matter

We have audited the financial statements and other financial information in respect of one subsidiary whose financial statements reflect total assets of Rs. 422.94 lakhs as at 31st March, 2026, total revenues of Rs. 1055.48 lakhs, and net cash inflow amounting to Rs. 1.51 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by us whose reports have been furnished by us and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid Subsidiary, is based solely on the reports furnished by us.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

  1. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statements and the other financial information of a subsidiary as noted in the 'other matter' paragraph, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.

(c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2026 taken on record by the Board of Directors of the Holding Company, none of the directors of the Group companies are disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial reporting of the Group and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(g) In our opinion and to the best of our information and according to the explanations given to us, the managerial remuneration for the year ended 31st March, 2026 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the other financial information of the subsidiary as noted in the "Other matter" paragraph:

130

^{}[] DNA

i. The consolidated financial statements disclose the impact of pending litigations as at 31st March, 2026 on the consolidated financial position of the Group – Refer Note 37 to the consolidated financial statements.

ii. The Holding company and its subsidiary did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March, 2026.

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company and its subsidiary during the year ended 31st March, 2026.

iv. (a) The respective Managements of the Holding Company and its subsidiary which are companies incorporated in India, whose financial statements have been audited under the Act, have represented to us that, to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company or any of such subsidiary to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The respective Managements of the Holding Company and its subsidiary which are companies incorporated in India, whose financial statements have been audited under the Act, have represented to us that, to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Holding Company or any of such subsidiary from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such subsidiary shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us on the Holding Company and its subsidiary which are companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend has been declared or paid during the year by the Holding Company and its subsidiary, incorporated in India.

vi. Based on our examination which included test checks, the Holding Company have used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, the audit trail feature has not been tampered with and the audit trail has been preserved by the Holding Company as per statutory requirements for record retention.

131

And in case of one subsidiary incorporated in India which have been audited by us, we have observed that the feature of recording audit trail (edit log) facility of the accounting software used for maintaining general ledger was not enabled for the year ended 31st March, 2026.

  1. With respect to the matters specified in paragraphs 3(xx) and 4 of the Companies (Auditor's Report) Order, 2020 (the "Order"/"CARO") issued by the Central Government in terms of Section 143(11) of the Act, to be included in the Auditor's report, according to the information and explanations given to us, and based on the CARO reports issued by us for the Holding Company and its subsidiary included in the consolidated financial statements of the Holding Company, to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in these CARO reports.

For D. Kothary& Co.
Chartered Accountants
(Firm Registration No. 105335W)

Mehul N. Patel
Partner
Membership No. 132650
UDIN: 26132650MWGWRU3240

132

Annexure – A

To the Independent Auditor’s Report on the Consolidated Ind AS Financial Statements of Lyka Labs Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Lyka Labs Limited (“the Company”) as of 31st March, 2026 in conjunction with our audit of the Consolidated Ind AS Financial Statements of the Holding Company and its subsidiary (the Holding Company and its subsidiary together referred to as the “Group”) for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Companies included in the Group, are responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Holding Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Holding Company, internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements was established and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial control system with reference to consolidated financial statements.

133

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial control with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group, have in all material respects, an adequate internal financial control system with reference to consolidated financial statements and such internal financial controls with reference to consolidated financial statements were operating effectively as at 31st March, 2026, based on the internal controls with reference to financial reporting criteria established by the Holding Company, considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.

For D. Kothary& Co.
Chartered Accountants
(Firm Registration No. 105335W)

Mehul N. Patel
Partner
Membership No. 132650
UDIN: 26132650MWGWRU3240

134

^{}[] CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2026

ParticularsNotesAs at 31st March, 2026As at 31st March, 2025
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment38,040.077,689.84
(b) Capital Work- In- Progress3185.6620.14
(c) Intangible Assets4671.27821.66
(d) Intangible Assets Under Development42.00100.29
(e) Financial Assets--
(i) Investments5-2.14
(ii) Other Financial Assets61,576.421,572.44
(f) Other Non Current Assets7537.03536.74
(g) Non Current Tax Assets8113.41133.79
(h) Deferred Tax Assets (net)--
11,125.8610,877.04
Current Assets
(a) Inventories91,362.961,246.55
(b) Financial Assets
(i) Investments52.581.93
(ii) Trade Receivables103,503.454,307.75
(iii) Cash and Cash Equivalents11135.91134.41
(iv) Loans124.575.01
(v) Other Financial Assets13553.23510.97
(c) Other Current Assets14765.08536.55
6,327.786,743.16
Total Assets17,453.6417,620.20
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital153,569.003,569.00
(b) Other Equity165,670.356,905.00
Equity Attributable To Owners Of The Company9,239.3510,474.00
(c) Non - Controlling Interest16(156.21)(115.81)
9,083.1410,358.19
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings172,298.931,920.63
(ii) Lease Liabilities18-69.26
(iii) Other Financial Liabilities18134.88115.04
(b) Provisions19334.6765.09
(c) Deferred Tax Liabilities (net)20212.11429.28
2,980.582,599.30
Current Liabilities
(a) Financial Liabilities
(i) Borrowings212,536.661,871.91
(ii) Lease Liabilities2251.3056.59
(iii) Trade Payables due to :
- Micro and Small Enterprise23513.37212.09
- Other than Micro and Small Enterprise231,165.991,283.26
(iv) Other Financial Liabilities24853.08833.79
(b) Other Current Liabilities25148.09248.73
(c) Provisions26121.43156.34
5,389.924,662.71
Total Equity and Liabilities17,453.6417,620.20

See accompanying notes to the Consolidated Financial Statements

Partner

Director

Shailendra Agrawal

Place: Mumbai

Date: 25th May, 2026

^{}[] CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2026

ParticularsNotesFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
INCOME
Income from Operations2712,434.8913,356.44
Other Operating Income28409.57493.10
12,844.4613,849.54
Other Income29349.78223.17
Total Income13,194.2414,072.71
Cost of Materials Consumed303,177.433,707.18
Purchases of Stock-in-Trade1,950.401,987.95
Changes in Inventories of Finished Goods, Work in Progress and Stock in Trade31(107.94)(135.96)
Employee Benefits Expense324,184.893,463.26
Finance Costs33333.17227.25
Depreciation and Amortization Expense3 & 4845.98676.93
Other Expenses343,988.253,033.61
Total Expenses14,372.1812,960.22
Profit / (Loss) before Exceptional items(1,177.94)1,112.49
Exceptional items35--
Profit / (Loss) before tax(1,177.94)1,112.49
Tax Expense:
Current Tax-272.65
Earlier Year Tax82.79-
Deferred Tax(217.17)46.52
Profit / (Loss) for the year(1,043.56)793.32
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans (net of tax)(14.40)18.08
Fair Value Changes of Investments in Equity Shares--
Total Other Comprehensive Income (Net of Tax) - Net Credit / (Charge)(14.40)18.08
Total Comprehensive Income for the year(1,057.96)811.40
Total Comprehensive Income attributable to:
Owners of the Parent(1,017.58)819.34
Non-controlling Interest(40.40)(7.94)
(Loss) Attributable To:
Owners of the Parent(1,003.18)801.20
Non-controlling Interest(40.40)(7.88)
Other Comprehensive Income attributable to: Remeasurement of defined benefit plans (net of tax)
Owners of the Parent(14.40)18.14
Non-controlling Interest-(0.05)
Other Comprehensive Income attributable to: Fair Value Changes of Investments in Equity Shares
Owners of the Parent--
Non-controlling Interest--
Earnings per share (of Rs. 10 /- each):
Basic / Diluted44(2.81)2.22

See accompanying notes to the consolidated financial statements

Shailendra Agrawal

136

^{}[] CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2026

A. Equity Share Capital (Refer Note 15)
(₹ in lakhs)

B. Other Equity (Refer Note. 16)
(₹ in lakhs)

Other Equity (Refer note 16)
(₹ In lakhs)

Mehul N. Patel
Partner
Membership No. 132650
Place : Mumbai
Date : 25th May, 2026

Kunal Gandhi
Managing Director & CEO
DIN : 01516156

Prashant Godha
Director
DIN : 00012759

Yogesh Shah
Executive Director & CFO
DIN : 06396150

Shailendra Agrawal
Company Secretary &
Compliance Officer

137

^{}[] CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026

ParticularsFor the year Ended 31st March, 2026For the Year Ended 31st March, 2025
A. Cash Flow from Operating Activities
Profit / (Loss) for the year before tax(1,177.94)1,112.49
Adjusted for
Depreciation845.98676.93
Interest Income(168.88)(46.29)
Finance Cost333.17227.25
Provision for Doubtful Trade Receivables, Advances, Employee Benefits1,109.6493.03
Exchange rate fluctuation(130.11)(102.20)
Exceptional Items--
Return on Investment(0.65)(2.68)
1,982.74846.04
Operating profit before working capital change804.781,958.51
Changes in Working Capital :
(Increase) / Decrease in Other Non-Current Financial Assets(3.98)103.09
(Increase) / Decrease in Other Non-Current Assets(58.28)209.32
(Increase) / Decrease in Inventories(116.41)(289.37)
(Increase) / Decrease in Trade and other receivables145.70(1,518.99)
(Increase) / Decrease in Other Current Financial Assets(45.54)(169.79)
(Increase) / Decrease in Other Current Assets(228.53)(71.19)
(Increase) / Decrease in Non-Current Loans--
(Increase) / Decrease in Current Loans0.440.65
Increase / (Decrease) in Other Non-Current Financial Liabilities20.0015.00
Increase / (Decrease) in Non-Current Provisions269.58(117.13)
Increase / (Decrease) in Trade Payables190.42285.07
Increase / (Decrease) in Other Current Financial Liabilities18.7122.50
Increase / (Decrease) in Other Current Liabilities(100.64)123.26
Increase / (Decrease) in Current Provisions(341.45)(57.53)
(249.98)(1,465.11)
Cash Generated From Operations554.80493.40
Net Income Tax Payment(30.52)(30.52)(303.46)(303.46)
Net cashflow from operating activities (A)524.28189.94
B. Cash Flow for Investing activities
Purchase of Fixed Assets(1,113.05)(1,565.48)
Sale of Fixed Assets-331.79
Sale of Investment2.797.80
Interest Received168.8846.29
Net cash used in Investing Activities (B)(941.38)(1,179.60)

138

^{}[] CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2026

ParticularsFor the year Ended 31st March, 2026For the Year Ended 31st March, 2025
C. Cash Flow from Financing activities
Proceed from / (Repayment) of Non Current Borrowings Net417.45(2,426.95)
Proceed from / (Repayment) of Current Borrowings Net659.46480.00
Proceeds/(Repayment) of Preference /Equity Shares and Warrants (Including Premium)(325.71)2,720.25
Interest Paid(332.59)(244.10)
Net cash used in Financing Activities (C)418.61529.20
Net increase / (decrease) in cash and cash equivalents (A+B+C)1.51(460.46)
Cash and Cash Equivalents at the beginning of the year
Cash and Cash Equivalents38.9325.71
Earmarked Balances95.48569.17
134.41594.88
Cash and Cash Equivalents at the end of the year
Cash and Cash Equivalents33.7438.93
Deposits with Banks (Rs 102.17 lakhs Lien against Bank Guarantee)102.1795.48
135.91134.41

Shailendra Agrawal
Company Secretary &
Compliance Officer

Place : Mumbai
Date : 25th May, 2026

139

^{}[] NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

  1. CORPORATE INFORMATION

Lyka Labs Limited (“the Company”) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (as amended by the Companies Act, 2013). Its shares are listed on two stock exchanges in India. The Company is engaged in the business of pharmaceutical and related activities, including research.

During the year ended March 31, 2026, the Company has merged a subsidiary Lyka Exports Limited with appointed date of April 1, 2022 on pooling of interest method of accounting as per Appendix C of IND AS 103 – Business Combinations as common control merger.

  1. THE MATERIAL ACCOUNTING POLICIES, ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

A. THE MATERIAL ACCOUNTING POLICIES:

2.1A Basis of Preparation of Ind-AS Consolidated financial statements

These Ind-AS consolidated financial statements of Lyka Labs Limited (“the Company”) and its subsidiaries (hereinafter referred to as “the Group”), have been prepared in accordance with the relevant provisions of the Companies Act, 2013, the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with the Companies (Indian Accounting Standards) Amendment Rules, 2017 and the Guidance Notes and other authoritative pronouncements issued by the Institute of Chartered Accountants of India (ICAI).

For all periods up to and including the year ended 31 March 2017, the Group prepared its consolidated financial statements in accordance with Indian GAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended). These consolidated financial statements for the year ended 31 March 2018 are the first the Group has prepared in accordance with Ind-AS. Refer to note 55 for information on how the Group adopted IndAS, including the details of the first time adoption exemptions availed by the Group.

The Ind-AS consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and financial liabilities measured at fair value (refer accounting policy no. 2.11 regarding financial instruments). Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

140

^{}[] NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

2.1B Accounting estimates, assumptions and judgements

The preparation of the Standalone Financial Statements requires management to make estimates, assumptions and judgments that affect the reported balances of assets and liabilities and disclosures as at the date of the Standalone Financial Statements and the reported amounts of income and expense for the periods presented.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates considering different assumptions and conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are Deferred Income tax assets and liabilities, Useful lives of property, plant and equipment ('PPE') and intangible assets, Employee benefit obligations, Provisions and contingencies, Impairment of investment in subsidiaries and goodwill

2.2 Principles of Consolidation:

Subsidiaries

Subsidiaries are all entities (including special purpose entities) that are controlled by the Company. Control exists when the Company is exposed to, or has rights, to variable returns from its involvement with the entity, and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. The financial statements of subsidiaries are included in these consolidated financial statements from the date that control commences until the date that control ceases. The financial statements of the Company and its subsidiaries and jointly controlled entity have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances as mentioned in those policies.

Upon loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in the Consolidated Statement of Profit and Loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity accounted investee depending on the level of influence retained.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in full while preparing these consolidated financial statements. Unrealized gains or losses arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company's interest in the investee.

141

Non-controlling interests ("NCI")

NCI are measured at their proportionate share of the acquiree's net identifiable assets at the date of acquisition. Changes in the Group's equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

2.3 CURRENT AND NON-CURRENT CLASSIFICATION OF ASSETS AND LIABILITIES AND OPERATING CYCLE:

An asset is considered as current when it is:

  • Expected to be realized or intended to be sold or consumed in normal operating cycle,
  • Held primarily for the purpose of trading,
  • Expected to be realized within twelve months after the reporting period, or
  • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is considered as current when:

  • It is expected to be settled in normal operating cycle,
  • It is held primarily for the purpose of trading,
  • It is due to be settled within twelve months after the reporting period, or
  • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The Operating Cycle is the time between the acquisition of assets for business purposes and their realization into cash and cash equivalents.

2.4 PROPERTY, PLANT AND EQUIPMENT:

Property, Plant and Equipment are recorded at their cost of acquisition, net of refundable taxes or levies, less accumulated depreciation and impairment losses, if any. The cost thereof comprises of its purchase price, including import duties and other non-refundable taxes or levies and any directly attributable cost for bringing the asset to its working condition for its intended use.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on DE recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit or Loss when the asset is derecognized.

For transition to Ind AS, the Group has elected to continue with the carrying value of all its property, plant and equipment recognized as on 1st April, 2016 (date of transition) measured as per previous GAAP as its deemed cost on the date of transition.

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2.5 DEPRECIATION:

Depreciation on Property, Plant and Equipment is provided on different class of assets on the following basis:

Depreciation on Tangible Assets is provided on straight-line method at the rates and manner in accordance with Schedule II to the Companies Act, 2013.

Cost of Leasehold Land and Improvement is written off over the period of Lease.

Depreciation on additions to Property Plant and Equipment is provided on pro-rata basis from the date of acquisition or installation, and in case of new project from the date of commencement of commercial production.

Depreciation on Assets sold, discarded, demolished or scrapped, is provided up to the date on which the said Asset is sold, discarded, demolished or scrapped.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.6 CAPITAL WORK IN PROGRESS AND CAPITAL ADVANCES:

Expenses incurred for acquisition of capital assets outstanding at each balance sheet date are disclosed under capital work-in-progress. Advances given towards the acquisition of fixed assets are shown separately as capital advances under the head Other Non-Current Assets.

2.7 INTANGIBLE ASSETS AND AMORTISATION THEREOF:

2.7.1 INTERNALLY GENERATED INTANGIBLE ASSETS (RESEARCH AND DEVELOPMENT):

i) Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognized as an intangible asset when the group can demonstrate all the following:

a) The technical feasibility of completing the intangible asset so that it will be available for use or sale.
b) Its intention to complete the asset.
c) Its ability to use or sell the asset.
d) How the asset will generate future economic benefits.
e) The availability of adequate resources to complete the development and to use or sell the asset.
f) The ability to measure reliably the expenditure attributable to the intangible asset during development.

2.7.2 OTHER INTANGIBLE ASSETS:

An intangible asset is recognized if

(a) it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and
(b) the cost of the asset can be measured reliably.

An item of Intangible Asset is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on DE recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit or Loss when the asset is derecognized.

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The residual values, useful lives and methods of amortization of Intangible Assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

2.7.3. AMORTISATION OF INTANGIBLE ASSETS:

Amortization of the asset begins on a straight line basis over the period of expected future benefit from the related project. Amortization is recognized in the Statement of Profit and Loss. During the period of development, the asset is tested for impairment annually.

Estimated useful life of the following assets of Lyka BDR Limited (Subsidiary Company)

Class of AssetsUseful life in years
Registration Rights10
Technical and Marketing Know-How10
Brands / Goodwill10

The residual values, useful lives and methods of amortization of Intangible Assets are reviewed at each financial year end and adjusted prospectively, if appropriate.

For transition to Ind AS, the Group has elected to continue with the carrying value of all its Intangible Assets recognized as on 1st April, 2016 (date of transition) measured as per previous GAAP as its deemed cost on the date of transition.

2.8 IMPAIRMENT OF PROPERTY PLANT & EQUIPMENT AND INTANGIBLE ASSETS

Carrying amount of tangible and intangible assets are reviewed at each Balance Sheet date. These are treated as impaired when the carrying cost thereof exceeds its recoverable value. Recoverable value is higher of the asset's net selling price or value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Net selling price is the amount receivable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the cost of disposal. An impairment loss is charged for when an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

2.9 INVENTORIES

  • Raw Materials, Packing Materials, Work-in-Process and Finished Goods are valued at lower of cost or net realizable value. Cost is determined by using FIFO method. Cost comprises of all costs of purchases (net of CENVAT/GST credit, rebates, trade discount etc.), costs of conversion and cost incurred to bring the inventories to the present location and condition.
  • Stores and Spares (excluding capital spares) are charged to consumption as and when purchased.

Net realizable value is the estimated selling price in the ordinary course of business.

2.10 REVENUE RECOGNITION

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into

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account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government, discounts and rebates.

  • Revenue from Domestic sale is recognized on transfer of significant risks and rewards of ownership which is based on the dispatch of goods.
  • Revenue from Export sale is recognized on transfer of significant risks and rewards of ownership based on Bill of lading date.
  • Revenue in respect of other income/claims, etc. is recognized only when it is reasonably certain that ultimate collection will be made.
  • Interest Income:

For all financial instruments measured at amortized cost, interest income is measured using the Effective Interest Rate (EIR), which is the rate that exactly discounts the estimated future cash flows through the contracted or expected life of the financial instrument, as appropriate, to the net carrying amount of the financial asset.

  • Dividend Income:

Dividend income is recognized when the Group's right to receive the payment is established, which is generally when shareholders approve the dividend.

2.11 FINANCIAL INSTRUMENTS:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

FINANCIAL ASSETS:

Initial Recognition and Measurement:

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent Measurement:

For purposes of subsequent measurement, financial assets are classified in three categories:

  • Financial assets at amortized cost
  • Equity instruments measured at fair value through other comprehensive income (FVTOCI)
  • Investments measured at fair value through Profit & Loss (FVTPL)

Financial Assets at Amortized Cost:

A financial asset is measured at the amortized cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR.

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Equity Instruments at FVTOCI:

For equity instruments not held for trading, an irrevocable choice is made on initial recognition to measure it at FVTOCI. All fair value changes on such investments, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale or disposal of the investment. However, on sale or disposal the Group may transfer the cumulative gain or loss within equity.

Financial Assets at FVTPL:

Even if an instrument meets the two requirements to be measured at amortized cost or fair value through other comprehensive income, a financial asset is measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as "accounting mismatch") that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. All other financial assets are measured at fair value through profit or loss.

DERECOGNITION:

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Group's statement of financial position) when:

i) The rights to receive cash flows from the asset have expired, or
ii) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement and either;

a. The Group has transferred substantially all the risks and rewards of the asset, or
b. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

IMPAIRMENT OF FINANCIAL ASSETS:

The Group applies the expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposures:

  • Financial assets at amortized cost.
  • Trade Receivables

The Group follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Under this approach the Group does not track changes in credit risk but recognizes impairment loss allowance based on lifetime ECLs at each reporting date. For this purpose the Group uses a provision matrix to determine the impairment loss allowance on the portfolio of trade receivables. The said matrix is based on historically observed default rates over the expected life of the trade receivables duly adjusted for forward looking estimates.

For recognition of impairment loss on other financial assets and risk exposures, the Group determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Group reverts to recognizing impairment loss allowance based on 12-month ECL.

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For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events on a financial instrument that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. The ECL impairment loss allowance (or reversal) recognized during the period in the statement of profit and loss and the cumulative loss is reduced from the carrying amount of the asset until it meets the write off criteria, which is generally when no cash flows are expected to be realized from the asset.

FINANCIAL LIABILITIES:

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts.

This is dependent upon the classification thereof as under:

Loans and Borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the DE recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.

OFFSETTING OF FINANCIAL INSTRUMENTS:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize an asset and settle the liabilities simultaneously.

EQUITY INSTRUMENTS:

An equity instrument is any contract that evidences a residual interest in the assets of an entity in accordance with the substance of the contractual arrangements. These are recognized at the amount of the proceeds received, net of direct issue costs.

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2.12 EMPLOYEE BENEFITS

  • Defined Contribution Plan:
    The Group's contribution paid / payable during the year to Provident Fund, ESIC, Superannuation Fund etc., are recognized as expenses in the Statement of Profit and Loss. These are approved / recognized schemes of the Group.

  • Defined Benefit Plan:
    The Group's annual liability towards Gratuity is funded on the basis of actuarial valuation furnished by the Independent Actuarial Valuer / Life Insurance Corporation of India under Group Gratuity Scheme.

  • The undiscounted amount of short-term employee benefit expected to be paid in exchange for the service rendered by employees is recognized during the period when the employee renders the service. These benefits include compensated absences such as paid annual leave and performance incentives and are determined using the Projected Unit Credit Method. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as an actuarially determined liability at the present value of the defined benefit obligation at the Balance sheet date. Actuarial gains and losses are recognized immediately in the Balance Sheet with a corresponding effect in the Statement of Other Comprehensive Income. Past service cost is recognized immediately in the Statement of Profit or Loss.

2.13 BORROWING COST

Borrowing costs comprising of interest and other costs that are incurred in connection with the borrowing of funds that are attributable to the acquisition or construction of qualifying assets are considered as a part of cost of such assets less interest earned on the temporary investment. A qualifying asset is one that necessarily takes substantial period of time to get ready for the intended use. All other borrowing costs are charged to Statement of Profit & Loss in the year in which they are incurred.

2.14 LEASES:

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

(i) Company as a lessee

The Company's lease asset classes primarily consist of leases for land, buildings and furniture. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

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Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

(ii) Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right of-use asset arising from the head lease. For operating leases, rental income is recognised on a straight-line basis over the term of the relevant lease.

2.15 FOREIGN CURRENCY TRANSACTIONS:

Transactions in foreign currencies are initially recorded at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognized as income or expenses in the period in which they arise.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).

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2.16 TAXES ON INCOME:

Current Income Taxes:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized directly in equity is recognized in other comprehensive income / equity and not in the statement of profit and loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Taxes:

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, when the deferred tax liability arises from an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except, when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities.

Minimum Alternate Tax (MAT):

MAT paid in accordance with the tax laws in India, which give rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company and its subsidiaries will pay normal income tax after the specified years. Accordingly, MAT is recognized as a deferred tax asset in the Balance Sheet when the asset can be measured reliably and it is probable that the future economic benefits associated with it will flow to the Group.

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2.17 PROVISIONS AND CONTINGENT LIABILITIES:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources.

When the Group expects some or all of a provision to be reimbursed, the same is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

A Contingent Liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of enterprise or a present obligation that arises from past events that may, but probably will not, require an outflow of resources.

Both provisions and contingent liabilities are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent Liabilities are not recognized but are disclosed in the notes.

2.18 EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year are adjusted for events including a bonus issue, bonus element in right issue to existing shareholders, share split, and reverse share split (consolidation of shares).

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

2.19 CASH AND CASH EQUIVALENT:

Cash and cash equivalent for the purpose of Cash Flow Statement comprise cash at bank and in hand and short term highly liquid investments which are subject to insignificant risk of changes in value.

2.20 CASH FLOW STATEMENT:

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.

2.21 COMMITMENTS:

Commitments are future liabilities for contractual expenditure. The commitments are classified and disclosed as follows:

(a) The estimated amount of contracts remaining to be executed on capital accounts and not provided for; and

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(b) Other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of the Management.

2.22 SEGMENT REPORTING:

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

2.23 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

The preparation of Consolidated financial statements is in conformity with the recognition and measurement principles of Ind AS which requires the management to make judgements for estimates and assumptions that affect the amounts of assets, liabilities and the disclosure of contingent liabilities on the reporting date and the amounts of revenues and expenses during the reporting period and the disclosure of contingent liabilities. Differences between actual results and estimates are recognized in the period in which the results are known/ materialize.

2.24 ESTIMATES ASSUMPTIONS AND JUDGEMENTS:

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:

a) Estimation of current tax expense and deferred tax:

The calculation of the Group's tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profits/ losses and/or cash flows. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

b) Recognition of deferred tax assets/ liabilities:

The recognition of deferred tax assets/ liabilities is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts.

c) Estimation of Provisions & Contingent Liabilities:

The Group exercises judgement in measuring and recognizing provisions and the exposures to contingent liabilities which is related to pending litigation or other outstanding claims. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a

liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision

d) Estimated useful life of Property, Plant and Equipment:

Property, Plant and Equipment represent a significant proportion of the asset base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life, its expected usage pattern and the expected residual value at the end of its life. The useful lives, usage pattern and residual values of Group's assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology etc.

e) Estimation of Provision for Inventory:

The Group writes down inventories to net realizable value based on an estimate of the realizability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not be realized. The identification of write-downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such estimate has been changed.

f) Estimation of Defined Benefit Obligation:

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post-employment plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

g) The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Group considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

h) Estimated fair value of Financial Instruments.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Management uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

  1. Property Plant and Equipment
    Carrying amounts of :
    (₹ in lakhs)
ParticularsAs at 31st March 2026As at 31st March, 2025
Land1,440.211,464.57
Buildings2,913.612,834.14
Plant and Machinery3,233.013,094.54
Computers26.8015.43
Vehicles240.2833.03
Furnitures and Fixtures104.4985.42
Office Equipments20.1319.11
Right To Use Property61.54143.60
ParticularsLandBuildingsPlant and MachineryComputersVehiclesFurnitures and FixturesOffice EquipmentsRight To Use PropertyTotal
Gross Block (Cost or Deemed Cost):
Balance at 31st March, 20251,751.994,302.366,185.6764.6842.21125.29187.14323.9112,983.24
Additions-231.89436.0919.67220.5235.745.78-949.69
Deletion---------
Balance at 31st March, 20261,751.994,534.256,621.7684.34262.73161.03192.92323.9113,932.93
Accumulated Depreciation and Impairment :
Balance at 31st March, 2025287.421,468.223,091.1349.259.1839.87168.02180.315,293.39
Depreciation for the year24.36152.42297.628.3013.2816.684.7682.06599.47
Deletion---------
Disposals / Written Off /Adjustment---------
Balance at 31st March, 2026311.781,620.643,388.7557.5522.4556.54172.79262.375,892.86
Carrying amounts of :
Balance at 31st March, 20251,464.572,834.143,094.5415.4333.0385.4219.11143.607,689.84
Balance at 31st March, 20261,440.212,913.613,233.0126.80240.28104.4920.1361.548,040.07

The Company has not revalued its Property, Plant and Equipment (including Right of Use Assets) or Intangible Assets or both during the year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

3.1 Details of Tangible Capital Work in Progress :
(€ in lakhs)

ParticularsAs at 31st March 2026As at 31st March, 2025
Opening balance20.142,197.17
Capitalised(371.15)(3,229.95)
Additions during the year536.671,052.92
Closing Balance185.6620.14

3.2 Capital Work In Progress (CWIP) Tangible Ageing Schedule :

Expected Completion schedule of Capital Work in Progress :
(₹ in lakhs)

3.3 Additional disclosure in view of amendments to the Schedule III to the Companies Act, 2013 vide Notification dated 24th March, 2021:

(i) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company, except for the following:

ParticularsDescription of item of PropertyGross Carrying ValueTittle deed in the name ofWhether title deed holder is a promoter, director or relative of promoter/director or employee of promoter/directorReason for not being held in the name of the Company
Property, plant & equipmentBuilding1.60Lyka Exports LimitedNo.Pursuant to scheme of merger sanctioned vide NCLT order,Order dated 16th March 2026 the title transfer is pending in the name of the company.

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4. Intangible Assets

Carrying amounts of : (₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Internally Developed Intangible Assets (Research and development expenditure)216.06200.99
Computer Software30.9538.89
Intangible Assets (Trade Mark / Brand)339.82436.84
Intangible Assets (Goodwill)15.6217.76
Technical and Marketing Knowhow68.83127.16
Registration Rights--

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2026

4.1 Details of Intangible Assets under Development :

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Opening balance100.29108.09
Capitalised(96.12)(7.80)
Additions during the year2.00-
Disposals / Written Off / Adjustment(4.17)-
Closing Balance2.00100.29

4.2 Capital Work In Progress (CWIP) Intangible Ageing Schedule :

(₹ in lakhs)

As at 31st March, 2025

(₹ in lakhs)

5. Non-Current Investments

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
No of Shares / unitsAmountNo of Shares / unitsAmount
Investments :
(a) Other Investments (Quoted) - FVTOCI :
Equity Shares of Rs. 10 each fully paid up in Paramount Printpackaging Ltd10,000.00-10,000.000.08
Equity Shares of Rs. 10 each fully paid up in Themis Medicare Ltd----
HDFC Liquid Fund--41.342.04
b) Other Investments (Unquoted)- FVTPL :
Janata Sahakari Bank Ltd--10.000.01
Total-2.14

158

Current Investments
(₹ in lakhs)

  1. Other Non-Current Financial Assets
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured, considered good)
Security Deposit480.23476.25
Others - Deposit with Drug Price Equalisation Account1,096.191,096.19
Total1,576.421,572.44
  1. Other Non-Current Assets
    (₹ in lakhs)

  2. Non-Current Tax Assets
    (₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Advance Tax and Tax deducted at source113.41133.79
Total113.41133.79
  1. Inventories
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Raw Materials (Refer Note No. 39)565.65400.72
Packing Material (Refer Note No. 39)267.39423.86
Work-in-Progress51.36163.54
Finished Goods478.56258.44
Total1,362.961,246.55

Inventory write down is accounted, considering the nature of inventory, age, liquidation plan and net realisable value. Write down of inventories during the year amount to ₹59.08 lakhs (Previous year ₹ 14.69 lakhs). The effect of these write down were recognised in cost of materials consumed, and changes in value of inventories of work-in-progress, stock-in-trade and finished goods in the Statement of Profit and Loss.

159

10. Trade Receivables

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(Unsecured)
Considered Good3,666.254,310.79
Considered Doubtful980.33351.39
Less: Provision for Expected Credit Loss(842.24)(53.54)
Less: Provision for Doubtful Debt(300.89)(300.89)
Total3,503.454,307.75

10.1 Trade receivables ageing :

ParticularsOutstanding for following periods from due date of invoiceTotal
Less than 6 months6 months-1 year1-2 years2-3 yearsMore than 3 Years
(i) Undisputed Trade Receivables - considered good2,290.78487.751,325.8141.8895.354,241.57
(ii) Undisputed Trade Receivables - considered doubtful------
(iii) Disputed Trade Receivables - considered good----104.12104.12
(iv) Disputed Trade Receivables - considered doubtful----300.89300.89
Total : Trade receivables2,290.78487.751,325.8141.88500.364,646.58
ParticularsOutstanding for following periods from due date of invoiceTotal
Less than 6 months6 months-1 year1-2 years2-3 yearsMore than 3 years
(i) Undisputed Trade Receivables - considered good2,765.751,340.6050.4680.40-4,237.21
(ii) Undisputed Trade Receivables - considered doubtful------
(iii) Disputed Trade Receivables - considered good----124.09124.09
(iv) Disputed Trade Receivables - considered doubtful----300.89300.89
Total : Trade receivables2,765.751,340.6050.4680.40424.984,662.19

11. Cash and Cash Equivalents

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(A) Cash and Cash Equivalents
Balances with Banks32.1031.73
Cash on hand1.647.20
(B) Bank Balances other than Cash and Cash Equivalents
Deposits with Banks (Lien against Bank Guarantee)102.1795.48
Total135.91134.41

12. Current Loans

(₹ in lakhs)

13. Other Current Financial Assets

(₹ in lakhs)

14. Other Current Assets

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Trade Advances144.3151.78
Prepaid Expenses182.76183.55
Balance with Government Authorities438.01301.21
Total765.08536.55

15. Share Capital

(₹ in lakhs)

15.1 Rights, Preferences And Restriction Attached To Equity Shares :

The Company has only one class of equity shares having par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

161

15.2 Reconciliation of number of Shares Outstanding as at the beginning and end of the year

15.3 Details of Shares held by the Shareholders holding more than 5% shares in the Company

Name of the shareholdersAs at 31st March, 2026As at 31st March, 2025
No of Shares held% of SharesNo of Shares held% of Shares
Equity Shares of ₹ 10/- each
Ipca Laboratories Limited1,46,24,92340.98%1,46,24,92340.98%
Kunal Narendra Gandhi34,93,6299.79%34,93,6299.79%
10% Cumulative Redeemable Preference Shares
Dr. D. B. Parikh-108,570100.00%

15.4 Details of shares held by promoter / promoter group

As at 31st March, 2026
Name of the Promoter / Promoter groupNo. of shares at the beginning of the yearChange during the yearNo. of shares at the end of the year% of Total shares% Change during the year
Equity Shares of ₹ 10/- each
Kunal Narendra Gandhi34,93,62934,93,6299.79%0.00%
Nehal Narendra Gandhi12,36,371(74,000)11,62,3713.26%(5.99%)
Alisha Kunal Gandhi45,000-45,0000.13%0.00%
Ushma Ronak Shah-33,00033,0000.09%100.00%
Sweta Shah-41,00041,0000.11%100.00%
Hiralaxmi Multitrade Pvt. Ltd. (Previously kwnon as Hiralaxmi Business Finance Pvt. Ltd.708-7080.00%0.00%
Enai Trading & Investment Pvt. Ltd.10,00,000-10,00,0002.80%0.00%
Lyka Generics Limited20,000-20,0000.06%0.00%
Bhawna Godha6,000-6,0000.02%0.00%
Neetu Godha10,000-10,0000.03%0.00%
Usha Premchand Godha10,686-10,6860.03%0.00%
Premchand Godha10,900-10,9000.03%0.00%
Pranay Godha3,00,000-3,00,0000.84%0.00%
Ipca Laboratories Limited1,46,24,9231,46,24,92340.98%0.00%
As at 31st March, 2025
Name of the promoter / promoter groupNo. of shares at the beginning of the yearChange during the yearNo. of shares at the end of the year% of Total shares% Change during the year
Equity Shares of ₹ 10/- each
Kunal Narendra Gandhi24,25,00010,68,62934,93,6299.79%44.07%
Nehal Narendra Gandhi23,30,000(10,93,629)12,36,3713.46%(46.94%)
Alisha Kunal Gandhi20,00025,00045,0000.13%125.00%
Hiralaxmi Business Finance Pvt. Ltd.708-708
Enai Trading & Investment Pvt. Ltd.10,00,000-10,00,0002.80%0.00%
Bhawna Godha6,000-6,0000.02%0.00%
Neetu Godha10,000-10,0000.03%0.00%
Usha Premchand Godha10,686-10,6860.03%0.00%
Premchand Godha10,900-10,9000.03%0.00%
Pranay Godha3,00,000-3,00,0000.84%0.00%
Lyka Generics Limited20,000-20,0000.06%0.00%
Ipca Laboratories Limited1,20,24,92326,00,0001,46,24,92340.98%21.62%

15.5 Disclosure as required by Ind AS 103 Business Combination

I. A Merger of Lyka Exports Limited with Lyka Labs Limited

The Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench, has sanctioned the Scheme of Amalgamation for the merger of Lyka Export Limited (the Transferor Company), with the Lyka Labs Limited (the Transferee Company), under Sections 230 to 232 of the Companies Act, 2013, vide its Order dated 16th March 2026.

In accordance with Appendix C of Ind AS 103 — Business Combinations, since both the Transferor Company and the Transferee Company were under common control, the merger has been accounted for using the Pooling of Interests Method.

The accounting treatment pursuant to the scheme has been given effect to from the date required under IND AS 103 - Business Combinations, which is the beginning of the preceding period presented i.e. April 1, 2024. Accordingly, the figures for the year ended March 31, 2025 has been restated to give effect to the aforesaid merger.

B Issue of Shares/Consideration:

Post approval of the scheme, the Board of Directors approval of allotment of 4,62,711 fully paid up, equity shares of the Company, of face value Rs.10/- each, to eligible shareholders of Lyka Exports Limited (as on record date of June 4,2026)

C Salient Features of the Scheme of Merger by Absorption

(i) Description of Companies and Background of Lyka Exports Limited

163

Company is in the field of marketing and distribution of Generic Pharmaceutical Formulations pan India & across various segments. The Transferor Company is a subsidiary of Lyka Labs Limited (Transferee Company) with 72.80% of its shareholding held by Transferee Company.

(ii) Appointed date

The appointed date for the purpose of this amalgamation is 1st April 2022.

(iii) Accounting Treatment

In accordance with the scheme approved, the accounting for this amalgamation has been done in accordance with the "Pooling of Interest Method" referred to in Appendix C - Business combinations of entities under common control of Indian Accounting Standard 103- "Business Combination" of the Companies (Indian Accounting Standards) Rules, 2015.

D Lyka Labs Limited has accounted for the Scheme in its books of accounts with effect from 1st April 2024 as explained in para (iii) above and accordingly has restated prior period comparative.

(i) With effect from 01st April 2024, all assets and liabilities appearing in the books of accounts of Lyka Exports Ltd. have been transferred to and vested in Lyka Labs Limited and have been recorded by Lyka Labs Limited at their respective carrying values.

(ii) The difference between the carrying values of net identifiable assets and liabilities of Lyka Exports Limited transferred to Lyka Labs Limited pursuant to this Scheme and the value of consideration paid, amounting to ₹ 14.32 lakhs has been debited to Capital Reserve Account as per the provisions of Appendix C of Ind AS 103.

(iii) All inter company transactions have been eliminated on incorporation of the accounts of Lyka Exports Limited in Lyka Labs Limited.

E Disclosure in accordance with Appendix C of IND AS 103- Business combinations of entities under common control

Names and general nature of business of the combining entity

Lyka Labs Limited Transferee Company (CIN: L24230GJ1976PLC008738) is a listed public limited company incorporated under the Company Act, 1956 having its registered office at 4801/B & 4802/A, G.I.D.C. Industrial Estate, Ankleshwar-393002 (hereinafter referred to as the "Transferee Company"). The Transferee Company is engaged in the business of manufacturing and marketing of pharmaceutical products. The Transferee Company's equity shares are listed on BSE Limited and National Stock Exchange of India Limited.

The date on which the transferee obtains control of the transferor

The transferors were already subsidiaries of the transferee and control existed from a prior date. The appointed date as per scheme is April 1, 2022.

Description and number of shares issued, together with the percentage of each entity's equity shares exchanged to effect the business combination

The Transferee Company shall issue and allot as per swap ratio to all the equity shareholders of the Transferor Company (other than the Transferee) whose names are registered in the Register of Members of the Transferor Company on the Record Date or his/her/its legal heirs, executors

164

or administrators or, as the case may be, successors, a total of 4,62,711 equity shares of Rs.10 each in the ratio of 23 equity shares of the face value of Rs.10 each of the Transferee Company for every 100 equity shares of the face value of Rs.10 each held on the Record Date by such equity shareholders or their respective legal heirs, executors or administrators or, as the case may be, successors in the Transferor Company with rights attached thereto as mentioned in this Scheme

The amounts recognised as of the acquisition date for each major class of assets acquired and liabilities assumed.

Assets Recognised

Property, Plant and Equipment36.37
Non Current Assets391.80
Deferred Tax Assets-
Current Assets7.06
Cash and Cash Equivalent7.07
Other Bank Balance-
Total Assets442.31
Liabilities Recognised
Non Current Liabilities-
Current Liabilities1.45
Deferred Tax Liabilities8.64
Total Liabilities10.09
Consideration Paid446.53
Amalgamation Adjustment Deficit Amount transferred to Capital Reserve Account(14.32)
The amount of any difference between the consideration and the value of net identifiable assets acquired, and the treatment thereofThe difference between the carrying values of net identifiable assets and liabilities of Lyka Exports Limited transferred to Lyka Labs Limited pursuant to this Scheme and the value of consideration paid, amounting to ₹ 14.32 lakhs has been debited to Capital Reserve Account as per the provisions of Appendix C of Ind AS 103.

F Changes to Consolidated Financial Statements on account of merger:

During the year the Company has given effect of merger of Lyka Exports Limited with the Company vide NCLT Order dated 16th March 2026. The entity was a subsidiary of the Company and were already incorporated in the Consolidated Financial Statements till March 31, 2025.

On merger as aforesaid following appendix C of IND AS 103, the merger is accounted as under common control transaction at the carrying value of assets and liabilities from the date of control or the first date of the previous comparative which ever is later, thus the effect of merger is given as at April 1, 2024.

On account of this the Company has adjusted the Capital Reserve account as computed for standalone to give effects of the Other Equity already incorporated for Consolidated Financial Statements.

Hence the Capital Reserve account which is carried at Rs. 14.32 lakhs in Standalone Financial Statements is carried at Rs. 14.32 lakhs in Consolidated Financial Statements representing the loss of the amalgamating entity forming part of retained earnings as at April 01, 2024.

165

16. Other Equity

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Retained Earning(13,929.61)(12,926.43)
Securities Premium Account18,808.9718,808.97
Capital Reserve34.8134.81
General Reserve626.85952.57
Items of Other Comprehensive Income(25.53)(11.12)
Non Controlling Interest(156.21)(115.81)
Shares pending issuance pursuant to merger46.2746.27
Capital redemption reserve108.57-
Total5,514.146,789.27

16.1 Nature of Reserves:

Capital Reserves

The Capital reserve has been created from the of forfeiture of equity warrants, receipts of subsidy for setting up the factories in backward areas for performing research on critical medicines for the betterment of the society and during merger of Lyka Exports Limited (Subsidiary) into Lyka Labs Limited (Holding), deficit of consideration paid over net assets taken over, if any is debited to Capital Reserve.

Securities Premium

Securities Premium account comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

General Reserves

The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

17. Non Current Borrowings

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Secured Loan:
Term Loans from Bank (Refer Note no. 17.1)1,249.19972.22
Unsecured Loan:
10% Redeemable Preference Shares of Rs. 100/- each (for terms of preference shares Refer Note no. 17.2)-108.41
Loans and Advances from related parties912.50840.00
Total2,298.931,920.63

Details of terms of repayment and security provided for in respect of the Long-Term Borrowings as follows :

17.1 a) Term Loan I of Rs. 972.22 lakhs from Yes Bank Ltd. Repayable in 18 quarterly instalments starting from 30th April 2024. Interest @ EBLR + 2.10% p.a.
b) Term Loan II of Rs. 856.11 lakhs from Yes Bank Ltd. Repayable in 18 quarterly instalments starting from 25th May 2026. Interest @ EBLR + 2.10% p.a.
c) Above Term Loan is secured by i) first charged by way of Hypothecation on Plant Machineries ii) Second charge by way of Hypothecation on Inventory & Book debts. iii) Negative lien on Fixed Assets of the Company at 4801/B & 4802/A GIDC Ankleshwar, Gujarat.

166

17.2 Car Loan from various Bank/NBFC repayable in Equated Monthly Instalment, interest on car loan ranges between 7.85% to 8.30% P.A. And secured by Vehicle.

17.3 Interest on Loan and Advances from related parties ranges between 10.70% p.a. to 11.00% p.a. (simple interest).

  1. Other Non-current Financial Liabilities
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Security Deposit134.88114.88
Interest Accured and not Due on Borrowings-0.16
Total134.88115.04

Lease Liabilities
(₹ in lakh)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Lease Liabilities - Non Current-69.26
Total-69.26
  1. Non Current Provisions
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Employee Benefits:
Provision for Leave Encashment62.1941.46
Provision for Gratuity272.4823.63
Total334.6765.09
  1. Deferred Tax Liabilities (net)
    (₹ in lakhs)
ParticularsAs at 31st March, 2026As at 31st March, 2025
Deferred Tax Liabilities212.11429.28
Total212.11429.28

20.1 Deferred Tax (Assets) / Liabilities in relation to:
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
On Account of Property, Plant and Equipment542.83497.15
On Account of Section 43B Disallowances(156.52)(55.48)
On Account of IndAS Adjustments(174.20)(12.40)
Total212.11429.28

21. Current Borrowings

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Secured Loans:
From Bank
Loans repayable on demand (Refer Note No. 21.1)1,257.73933.02
Current Maturities of Long-Term Borrowings579.14388.89
From Others
Car Loan49.79-
Unsecured:
Loans and Advances from related parties650.00550.00
Total2,536.661,871.91

Details of terms of repayment in respect of Short-Term Borrowings:

21.1 a) Interest on Loans repayable on demand @ EBLR + 2.75% p.a. (simple Interest).
b) Above Loan from Yes Bank Ltd is secured by i) second charged by way of Hypothecation on Plant Machineries ii) Exclusive charge by way of Hypothecation on Inventory & Book debts. iii) Negative lien on Fixed Assets of the Company at 4801/B & 4802/A GIDC Ankleshwar, Gujarat.

21.2 Interest on Loans from related parties ranges from 10.70% p.a. to 11.00% p.a. (simple Interest).

22.0 Lease Liabilities

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Lease Liabilities - Current51.3056.59
Total51.3056.59

23. Trade Payables

(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
(i) Total outstanding dues of Micro Enterprises and Small Enterprises513.37212.09
(ii) Total outstanding dues of Creditors other than Micro Enterprises and Small Enterprises1,165.991,283.26
Total1,679.361,495.35

23.1 Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006 as per the records of the Company.
(₹ in lakhs)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Principal Amount outstanding to suppliers under MSMED Act, 2006 beyond the appointed date77.9366.54
Interest accrued on the dues to suppliers under MSMED Act, 2006 on the above amount0.580.54
Payment made to suppliers (Other than interest) beyond the appointed date, during the yearNILNIL
Interest paid to suppliers under MSMED Act, 2006 (other than Section 16)NILNIL
Interest paid to suppliers under MSMED Act, 2006 (Section 16)NILNIL
Interest due and payable to suppliers under MSMED Act, 2006 for payments already madeNILNIL
Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act, 2006NILNIL

23.2 Trade Payables Ageing :

As at 31st March, 2026
(₹ in lakh)

ParticularsOutstanding for following periods from due date of invoiceTotal
Less than 1 year1-2 years2-3 yearsMore than 3 years
MSME513.37-513.37
Others620.130.543.0226.87650.56
Disputed dues – MSME-153.75--153.75
Disputed dues - Others-361.68--361.68
Total1,133.50515.973.0226.871,679.36
ParticularsOutstanding for following periods from due date of invoiceTotal
Less than 1 year1-2 years2-3 yearsMore than 3 years
MSME212.09---212.09
Others1,251.104.201.3226.641,283.26
Disputed dues - Others-----
Total1,463.194.201.3226.641,495.35

24. Other Current Financial Liabilities

(₹ in lakhs)

ParticularsFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
Current Maturities of Long-Term Debt:
Debentures - Privately Placed Non Convertible#-7.00
Interest Accrued and due3.583.00
Employee dues80.0360.20
Payable Against Acquisition-6.79
Creditors for:
Expenses321.65320.55
Capital Expenditure55.14123.82
Other Outstanding Liabilities392.02312.43
Statutory dues0.66-
Total853.08833.79

Outstanding Debenture of ₹ 7.00 Lakhs on account of cheques returned undelivered / Unclaimed has been transferred to IEPF.

25. Other Current Liabilities

(₹ in lakhs)

ParticularsFor the Year Ended 31st March, 2026For the Year Ended 31st March, 2025
Other Payables:
Statutory dues78.0784.47
Advance from Customers59.71131.45
Provision of expenses10.319.32
Total148.09248.73

26. Current Provisions

(₹ in lakh)

27. Revenue from Operations

(₹ in lakhs)

28. Other Operating Revenue

(₹ in lakhs)

29. Other Income

(₹ in lakhs)

30. Cost of Material Consumed

(₹ in lakhs)

31. Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

(₹ in lakhs)

32. Employee Benefit Expenses

(₹ in lakhs)

33. Finance Costs

(₹ in lakhs)

34. Other Expenses

Corporate Social Responsibility

35. Exceptional Items

36. Estimated amounts of commitments remaining to be executed as on 31st March, 2026 are as follows:

ParticularsAs at 31st March, 2026As at 31st March, 2025
Against Purchase of Capital Goods505.49202.52
Against Purchase of RM and PM175.35253.96
Against Purchase of Finished Goods189.39-
Total870.23456.48

37. Contingent Liabilities are not provided for in respect of following:

(i) Demands were raised against the Holding Company aggregating to ₹ 680.62 Lakhs (as at 31st March 2025 ₹ 680.62 Lakhs) plus interest thereon under the Drug Price Control Order 1979 by the Government of India and the same was contested by the Holding Company. In the earlier years, the Holding Company had received recovery notices for recovery of ₹ 2,094.41 Lakhs (as at 31st March 2025 ₹ 2,094.41 Lakhs) to be deposited into "Drug Price Equalisation Account".

The Holding Company has challenged the said notices in the writ petitions before the Hon'ble High Court of Gujarat. The Hon'ble High Court has admitted the writ petitions subject to the Holding Company depositing certain amounts against the said demands. Accordingly, the Holding Company has deposited ₹ 1,032.45 Lakhs (as at 31st March 2025 ₹ 1,032.45 Lakhs).

The Holding Company expects favourable outcome in the said writ petitions and hence, the amounts paid have been treated as advances which are considered by the Holding Company as good and recoverable.

(ii) (a) The Holding Company has received an Order from the Gujarat Sales Tax Commissioner (Appeals) Baroda, dated 24th January, 2011 in respect of Holding Company's appeal against the demand for Gujarat Sales Tax of ₹ 1,324.08 Lakhs for the financial year 2002-2003 for non-submission of proof of export. The Commissioner of Sales Tax (Appeals) based on the facts as submitted, has revised the demand to ₹ 85.44 Lakhs (as at 31st March 2025 ₹ 85.44 Lakhs) against which Holding Company has made payment of ₹ 45.81 Lakhs (as at 31st March 2025 ₹ 45.81 Lakhs) under protest. The Holding Company has further contested this demand before the Sales Tax Tribunal. The matter is sub-judice and the payments of ₹ 45.81 Lakhs (as at 31st March 2025 ₹ 45.81 Lakhs) are considered by the Holding Company as good and recoverable.

(b) There are disputed Sales Tax demands from state of Maharashtra in respect of prior years amounting to ₹ 412.41 Lakhs (as at 31st March 2025 ₹ 412.41 Lakhs) against which the Holding Company has made payment of ₹ 20.78 Lakhs (as at 31st March 2025 ₹ 20.78 Lakhs) under protest. The Holding Company has further contested these demands before the Sales Tax Commissioner / Tribunal. The matters are sub-judice and the payments of ₹ 20.78 Lakhs for the Maharashtra state demand (as at 31st March 2025 ₹ 20.78 Lakhs) are considered by the Holding Company as good and recoverable.

173

(iii) Employees (Including Ex-Employees) Claims relating to ex-gratia and other benefits aggregating to ₹ 433.66 Lakhs (as at 31st March 2025 ₹ 433.66 Lakhs) as the matter is sub-judice.

(iv) The Holding Company has received order from Income Tax Department raising demand aggregating to ₹ 100.76 Lakhs (as at 31st March 2025 ₹ 100.76 Lakhs) relating to prior years against which the Holding Company has paid ₹ 20.00 Lakhs (as at 31st March 2025 ₹ 20.00 Lakhs). The matter is sub-judice and the payment of ₹ 20.00 Lakhs (as at 31st March 2025 ₹ 20.00 Lakhs) is considered by the Holding Company as good and recoverable.

(v) That cheque dishonor cases under Section 138 of the Negotiable Instruments Act are currently pending against Holding Company before the Metropolitan Magistrate Court at Mazgaon. In compliance with the law under Section 143-A of the NI Act and order dated 04/01/2022, without prejudice to its rights and contentions and under protest, Holding Company has deposited 20% of the cheque amount, totaling ₹124.26 lakhs, as interim compensation. The main complaint remains sub judice.

A Suit (commercial summary suit) has been filed against the Holding Company in the Mumbai City Civil Court. The Ld. Court ordered the Company to deposit ₹22.00 lakhs (as of 31st March 2025 ₹ 22.00 lakhs) to be allowed to defend the case. In compliance of the order and to defend their case the Holding Company has made the required deposit of ₹22.00 lakhs (as of 31st March 2025 ₹22.00 lakhs). The matter is pending and sub-judice. The Holding Company considers this amount is recoverable on disposal of the Suit.

In a commercial suit filed in the City Civil Court at Mazgaon, Mumbai, where the court ordered Holding Company to furnish security for ₹873.26 lakhs by providing solvent sureties or a bank guarantee within two months. The Holding Company has appealed this order in the Bombay High Court, seeking a stay on its operation. The High court of Bombay has granted interim stay to the order of furnishing security. The appeal is pending and sub-judice before the High Court of Bombay.

(vi) In compliance with the directions of the Hon'ble Bombay High Court, the Company has deposited ₹ 61.26 lakhs with the Court. The application seeking stay of the order is currently pending adjudication before the Hon'ble Bombay High Court. Based on legal advice received, the management believes that the Company has a reasonable case on merits and, accordingly, no provision has been made in the financial statements.

(vii) An arbitral award has been passed against the Subsidiary Company for ₹ 367.83 lakhs along with applicable interest and litigation cost of ₹ 7.00 lakhs. The Company has challenged the award by filing an interim application before the Hon'ble High Court, Bombay. Pending final disposal of the matter, no provision has been made in the financial statements.

38. Capital Expenditure:

(i) Tangible Project Capital Work-in-Progress ₹ 185.60 Lakhs as at 31st March 2026, (as at 31st March 2025 ₹ 20.14 Lakhs) During the year, the Company has capitalized ₹ 6.11 Lakhs (as at 31st March 2025 ₹ 2,177.03 Lakhs) on completion of Lyolyphiztion phase I project at Ankleshwar.

(ii) During the year, the Holding Company has capitalized ₹ 96.12 Lakhs (as at 31st March 2025 ₹ Nil Lakhs) as "Self-Generated Intangible Assets" upon successful development of respective products.

  1. During the year, inventories include slow / non-moving raw-material and packing materials procured during the earlier years amounting to ₹ 54.38 Lakhs (as at 31st March 2025 ₹ 27.11 Lakhs), which are valued at lower of net realisable value or cost whichever is lower. The Company is evaluating to utilize / realize the same.

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40. Employment and Retirement Benefits

(i) The actuarial valuation of the present value of the defined benefit obligation in respect of Gratuity has been carried out as at 31st March, 2026. The following tables set out the amounts recognized in the financial statements as at 31st March, 2026 for the defined benefit plans.

(ii) The Actuarial Valuation of the present value of the defined benefit obligation in respect of Gratuity carried out as at 31st March 2026 includes valuation for all the employees of Lyka BDR International Limited (Subsidiary) which were transferred on the payroll of Lyka Labs Limited(Parent company) and accordingly obligation relating to gratuity liability also stands transferred to the Lyka Labs Limited.

ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
a)Liability recognized in Balance Sheet
Change in Benefit Obligation
Opening Balance of Present Value of Obligations265.34291.50
Service Cost19.1125.59
Interest Cost17.6820.91
Past Service Cost - Incurred During the Period245.51-
Liability Transferred In/ Acquisitions--
Actuarial Loss / (Gain) on Obligations15.05(17.81)
Benefits Paid(40.28)(54.86)
Closing Balance of Present Value of Obligations522.41265.34
Less: Fair Value of Plan Assets
Opening Balance of Plan Assets143.5987.43
Expected Return on Plan assets9.766.67
Employer's Contribution45.9549.00
Return on plan assets, excluding amount recognised in net interest expenses0.650.48
Closing Balance of Plan Assets199.94143.59
Net Liability322.47121.75
b)Expense during the year
Service Cost24.8525.59
Interest Cost13.8514.24
Expected Return on Plan Assets--
Actuarial Loss / (Gain) on Obligations(18.22)(18.29)
Total20.4821.54
c)Principal Actuarial Assumptions
Rate of Discounting6.89%6.55%
Rate of Return on Plan Assets6.89%6.55%
Salary Growth Rate5.00%5.00%

(ii) The actuarial valuation of the present value of the defined benefit obligation in respect of Compensated Absence Liabilities has been carried out as at 31st March, 2026. The following tables set out the amounts recognized in the financial statements as at 31st March, 2026 for the defined benefit plan.

ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
a)Liability recognized in Balance Sheet
Change in Benefit Obligation
Opening balance of present value of obligations107.23138.92
Service Cost21.0715.10
Interest Cost10.399.64
Liability Transferred In/ Acquisitions6.70-
Actuarial (Gain) on Obligations18.5317.48
Benefits Paid(20.75)(73.91)
Closing balance of present value of obligations143.18107.23
Less: Fair Value of Plan Assets
Opening Balance of Plan Assets32.4830.16
Expected Return on Plan Assets-2.32
Employer's Contribution4.00-
Interest Income2.13-
Return on plan assets, excluding amount recognised in net interest expenses0.24-
Closing Balance of Plan Assets38.8532.48
Net Liability104.3374.75
b)Expense during the year
Service Cost21.0715.10
Interest Cost4.579.64
Expected Return on Plan Assets-(2.32)
Actuarial (Gain) / Loss on Obligations18.5317.48
Return on plan assets, excluding amount recognised in net interest expenses0.24-
Total44.4239.91
c)Principal Actuarial Assumptions
Rate of Discounting6.89%6.55%
Rate of Return on Plan Assets6.89%6.55%
Salary Growth Rate5.00%5.00%

(iii) Sensitivity Analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis is given below:

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

41. Assets taken on operating lease:

ParticularsAs at 31st March, 2026As at 31st March, 2025
Not later than one year72.8897.17
Later than one year but not later than five years-72.88
Total72.88170.05

42. Segment Disclosures:

(a) Segment information for primary segment reporting (by business segments):

Based on guiding principles given in the Indian Accounting standard on 'Operating Segments' (IndAS-108), the primary segment of the Company is business segment, which comprises of pharmaceutical products/pharma related services. As the Company operates in a single primary business segment, no segmental information thereof is given.

(b) Segment information for secondary segment reporting (by geographical segments)

The Board of Directors evaluates the Group's performance and allocates resources based on an analysis of various performance indicators by reportable segments.

ParticularsAs at 31st March, 2026As at 31st March, 2025
Revenue by Geography
India8,561.038,478.56
Rest of world3,873.864,877.88
Total12,434.8913,356.44
Major Customers :
Number of Customers individually contributing towards revenue more than 10% of the Company's total revenue12
Revenue from the customers individually contributing towards revenue more than 10% of the Company's total revenue2,376.124,617.14
  1. Disclosure of related parties/ related party transactions pursuant to Ind AS 24 “Related Party Disclosures” :

(a) List of related parties over which control exist and status of transactions entered during the year:

Sr. No.Name of the Related PartyRelationship
1Ipca Laboratories LimitedEntity Exercising Significant Influence
2Mr. Kunal Gandhi - Managing Director & Chief Executive Officer
Mr. Yogesh Shah - Executive Director & Chief Financial Officer
Mr. Shekhar R. Singh - Company Secretary & Compaliance officer (upto 01-08-2025)
Mr. Shailendra Agrawal - Company Secretary & Compaliance officer (w.e.f. 01-10-2025)
Mrs. Dhara P. Shah - Independent Director (upto 03-08-2025)
Mrs. Archana Yadev - Independent Director (w.e.f. 26-05-2025)
Mr. Babu Lal Jain - Chaiman & Independent Director
Mr. Prashant Godha - Non Executive Director
Mr. Shashil Mendonsa - Non Executive Director
Mr. Neeraj Golas - Independent Director
Key Management Personnel (KMP)
3Mrs. Nehal N. Gandhi
Mrs. Alisha K. Gandhi
Relative of KMP
4Enai Trading & Investment Private Limited
Lyka Generics Limited
Hiralaxmi Multitrade Private Limited - formerly known as Hiralaxmi Business Finance Private Limited
Entities owned by / over which KMP is able to exercise significant influence

(b) Disclosure of related party transactions:

Sr. No.DescriptionEntity Exercising Significant InfluenceKMPRelative of KMPEntities Owned by KMPTotal
1Sales of Goods2,383.98---2,383.98
(2,592.77)---(2,592.77)
2Purchases of Goods / Machinery-----
---(66.83)(66.83)
3Sales of Fixed Assets-----
(230.00)--(13.33)(243.33)
4Rent Expenses-18.0018.0030.0066.00
-(18.00)(18.00)(30.00)(66.00)
5Remuneration (Payments / Provisions) to-548.80--548.80
-(578.82)(29.28)-(608.10)
6Reimbursement of Expenses18.19---18.19
(56.00)-(3.00)(0.80)(59.80)
7Consultancy Fees--30.00-30.00
-----
8Directors Sitting Fees-15.00--15.00
-(10.90)--(10.90)
9Interest Expenses33.70-48.2958.89140.88
(20.59)-(53.15)(61.14)(134.89)
10Loan Received500.00255.0083.50838.50
(400.00)-(305.00)(185.00)(890.00)
11Loan Repaid400.00-110.00156.00666.00
(2,750.00)-(290.00)(75.00)(3,115.00)
12Issue of Equity Shares-----
(260.00)---(260.00)
13Issue of Security Premium-----
(3,367.00)---(3,367.00)

() indicate previous year figures

(c) Balance for the year ended

Sr. No.DescriptionEntity Exercising Significant InfluenceKMPRelative of KMPEntities Owned by KMPTotal
1Security Deposit given-250.00250.00500.00
-(250.00)(250.00)-(500.00)
2Loan Taken500.00545.00517.501,562.50
(400.00)-(400.00)(590.00)(1,390.00)
3Sundry Debtors161.91---161.91
(648.36)---(648.36)
4Sundry Creditors----
---
5Other Payable (Interest)-----
---

() indicate previous year figures
Note : Related party information is as identified by the Group Companies and relied upon by the Auditors.

  1. Earnings per Share (EPS):
ParticularsAs at 31st March, 2026As at 31st March, 2025
Adjusted Profit/(Loss) for the year (₹ in lakh) (A)(1,003.18)790.34
Weighted Average number of Equity Shares (B)3,56,90,0003,55,83,151
Face Value per Equity Share (₹) (C)10.0010.00
Basic and Diluted Earnings per Share (₹) (D = A/B)(2.81)2.22
  1. Taxation :

Deferred Tax :

Reconciliation of tax expenses and accounting profit multiplied by India's domestic tax rate for the year ended 31st March 2026 and 31st March 2025.

ParticularsAs at 31st March, 2026As at 31st March, 2025
Accounting profit before tax (after exceptional items)(1,177.94)1,112.49
At India's statutory income tax rate of 25.168% (P.Y. 25.168%)(296.46)279.99
Deferred Tax impact on:
On Account of Property, Plant and Equipment45.6823.75
On Account of Section 43B Disallowances(101.04)27.66
On Account of IndAS Adjustments(161.81)(4.89)
Less: Deferred Tax Assets not recognised in current year(296.46)279.99
Income tax expenses reported in the Statement of Profit and loss(217.17)46.52

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46. Disclosures on Financials Instruments

(a) Financial Instruments by category

(b) Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The following table provides the fair value measurement hierarchy of the Company's financials assets and liabilities that are measured at fair value or where fair value disclosure is required:

ParticularsAs at 31st March, 2026Total
Fair Value Measurement Using
Quoted Price in active marketsSignificant observable inputSignificant unobservable inputs
Level 1Level 2Level 3
Assets measured at fair value
FVTOCI financial investments
Quoted equity instruments----
FVTPL financial investments
Unquoted equity instruments----
Mutual Funds-2.58-2.58
Total-2.58-2.58
ParticularsAs at 31st March, 2025Total
Fair Value Measurement Using
Quoted Price in active marketsSignificant observable inputSignificant unobservable inputs
Level 1Level 2Level 3
Assets measured at fair value
FVTOCI financial investments-
Quoted equity instruments0.08--0.08
FVTPL financial investments
Unquoted equity instruments-0.01-0.01
Mutual Funds1.93-1.93
Total0.081.94-2.03

(c) Valuation technique to determine fair value

The following methods and assumptions were used to estimate the fair values of financial instruments :

(i) The management assesses that fair value of cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(ii) The fair values of the equity investment which are quoted, are derived from quoted market prices in active markets. The Investments measured at fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports provided by external valuers with the exception of certain investments, where cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair values within that range. The carrying value of those investments are individually immaterial.

182

(d) Financial risk management objectives

The Group is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Group's risk management strategies focus on the un-predictability of these elements and seek to minimise the potential adverse effects on its financial performance. The Group's senior management which is supported by a Treasury Management Group ('TMG') manages these risks with a six monthly rolling basis due to which a natural hedge exist. TMG advises on financial risks and the appropriate financial risk governance framework for the Group and provides assurance to the Holding Company's senior management that the Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

All hedging activities are carried out by specialist teams that have the appropriate skills, experience and supervision. The Company's policy is not to trade in derivatives for speculative purposes.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises of risks relating to interest rate risk and other price risks such as equity price risk and commodity price risk. Financial instruments affected by market risks mainly include borrowings, deposits and investments.

Foreign currency risk management

Foreign exchange risk arises on future commercial transactions and on all recognised monetary assets and liabilities, which are denominated in a currency other than the functional currency of the Company. The Group's management has set policy wherein exposure is identified, benchmark is set and monitored closely, and accordingly suitable hedges are undertaken. Policy also includes mandatory initial hedging requirements for exposure above a threshold.

The Group's foreign currency exposure arises mainly from foreign exchange imports, exports and other income/expenses in foreign currency, primarily with respect to USD.

As at the end of the reporting period, the carrying amounts of the company's foreign currency denominated monetary assets and liabilities in respect of the primary foreign currency i.e. USD and derivative to hedge the exposure, are as follows:

Particulars of unhedged foreign currency exposure and Derivatives (Outstanding) as at Balance Sheet date:

The Group exposure to foreign currency changes for all other currencies is not material.

The Group has entered into various derivatives transactions, which are not intended for trading or speculative purpose but to hedge the exports receivables included in above and future receivables.

Foreign currency sensitivity analysis

The following table demonstrate the sensitivity to a reasonable possible change in USD exchange rate, with all other variables held constant.

(₹ in lakh)

ParticularsAs at 31st March, 2026As at 31st March, 2025
Impact on profit before tax
INR / USD - Increase by 5%128.72106.69
INR / USD - Decrease by 5%(128.72)(106.69)

Interest rate risk management

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations and investments in debt instruments including debt mutual fund.

Interest rate sensitivity

The below table demonstrate the sensitivity of the company's profit before tax to a reasonable possible change in interest rate with all other variables being constant.

ParticularsIncrease / DecreaseChange in interest rateFor the year ended 31st March, 2026For the year ended 31st March, 2025
Interest expenseIncrease100 basis point2.941.85
Decrease100 basis point(2.94)(1.85)

(e) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

Trade Receivable

Customer credit risk is managed by SCM team subject to the company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and followed up.

Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of bank deposits and cash credit facilities. Processes and policies related to such risks are overseen by senior

184

management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

The table below summarises the maturity profile of the company's financial liabilities based on contractual undiscounted payments.

ParticularsYearLess than 1 YearMore than 1 YearTotal
Financial Liabilities
Trade Payable31st March 20261,133.50545.861,679.36
31st March 20251,463.2032.161,495.35
Borrowings31st March 20262,536.662,298.934,835.59
31st March 20251,871.911,920.633,792.53
Other Financial Liabilities31st March 2026853.08134.88987.95
31st March 2025833.79115.04948.82

(f) Excessive risk concentration

Concentrations arise when a number of counter parties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry. Company believes that there is no such excessive risk concentration.

  1. Capital Management

The Group objective when managing capital is to ensure the going concern operation and to maintain an efficient capital structure to reduce the cost of capital, support the corporate strategy and meet shareholders expectations. The policy of the company is to borrow through banks supported by committed borrowing facility to meet anticipated funding requirements. The capital structure is governed by policies approved by the Board of Directors.

  1. Derivatives Financial Instruments

The details of outstanding foregin exchange forward contracts and other derivatives designated as cash flow hedges:

The foregin exchange forward contracts mature within one year or more. The table below shows the derivative financial instruments into relevant maturity grouping based on the remaining period as at Balance Sheet Date:

49. Payments to Auditors :

Sr. No.ParticularsFor the year ended 31st March, 2026For the year ended 31st March, 2025
(i)Audit Fees20.2519.25
(ii)GST Compliance Fees--
(iii)Tax Audit Fees3.504.50
(iv)For other services (certification work etc.)8.703.69
(v)Due Dilligenec Fees-
Total32.4527.44

50. Other Statutory Information

(i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

(ii) The Group do not have any transactions with companies struck off.

(iii) The Holding Copmany has created various charges in favour of Banks, Financial Institutions and Others for securing loan to the Group. The Group is in process of satisfaction of Charges and filing with the Registrar of Companies, Ahamadabad in respect of which dues are settled.

(iv) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vi) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Group have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Group has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(ix) The Group has not been declared as a Wilful Defaulter by any bank or financial institution or government or any government authority.

186

(x) The Group has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.

  1. The Company has regrouped / reclassified the previous years figures in order to confirm to the figures of the current year.

Yogesh Shah
Executive & CFO
DIN : 06396150

187

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