To,
The Members
Vaishali Pharma Limited,
The Board of Directors of your Company take great pleasure in presenting the 18th
Annual Report on the business and operations of the Company together with the Audited
Financial Statements for the year ended March 31, 2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the year ended March 31, 2025 is
summarized below:
Particulars |
Current year |
Previous year |
|
2024-25 |
2023-24 |
| Income from Business Operations |
9902.56 |
8627.97 |
| Other Income |
320.54 |
203.36 |
Total Income |
10223.10 |
8831.33 |
| Less: Expenses |
10100.53 |
8378.72 |
Profit/(loss)Before Tax |
122.57 |
92.61 |
| Less: Current Tax |
41.75 |
24.68 |
| Less: Adjustment Of Prior Periods Tax |
-- |
-- |
| Less: Deferred Tax (Credit)/ Charge |
(0.91) |
(3.96) |
Net profit/(Loss) after Tax |
81.73 |
71.89 |
| Other Comprehensive Income/(Loss) |
0.29 |
2.17 |
Total Comprehensive Income for the Year |
82.02 |
74.06 |
2. FINANCIAL PERFORMANCE:
During the year under review, total revenue earned by the Company was Rs. 10223.10 Lakhs
as compared toRs. 8831.33 Lakhs in previous year. The expenditure incurred during
the year was Rs. 10100.53 Lakhs as against the amount of Rs. 8378.72 Lakhs after tax of
Rs. duringtheprevious year. The Company recorded a Net Profit 81.73 Lakhs as
compared to the previous year of Rs. 71.89 Lakhs and it recorded Increase by
10.75%. Your directors are optimistic of future growth.
3. NATURE OF BUSINESS:
The Company is into pharmaceutical business, mainly dealing in Active Pharmaceutical
Ingredient, pharmaceutical formulations, surgical products, veterinary supplements
operating in domestic and export markets.
The success of the Company depends significantly on ability to commercialize new
pharmaceutical products in India and across various markets around the world.
4. DIVIDEND:
Your Company is committed towards enhancing shareholder value for its investors. The
Company has considered it prudent not to recommend the dividend for F.Y. 2024 - 2025 in
order to maintain its liquidity position.
5. LISTING OF EQUITY SHARES:
The equity shares of the Company are listed on the trading platform of National Stock
Exchange of India Limited (NSE), a recognized stock exchange having nationwide trading
terminal.
6. TRANSFER TO RESERVES:
The Company has not transferred any amount to the reserves during the year ended March
31, 2025.
7. DEPOSITS:
The Company has not accepted any deposits from public and as such no amount on account
of principal or interest on deposits from public was outstanding as on March 31, 2025 in
terms of Section 76 of the Companies Act, 2013.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
9. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
10. INTERNAL FINANCIAL CONTROLS:
The Company has well placed, proper and adequate internal financial control system that
commensurate with the size, scale and complexity of its operations. The Company has in
place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the business and functions are systematically
addressed through mitigation action on continuing basis. These are routinely tested by
Internal Auditors. The Audit observations on internal financial controls are periodically
reported to the Audit Committee.
11. SHARE CAPITAL:
As on March 31, 2025, the paid-up Equity Share Capital of the Company stood at
26,09,24,260, comprising 13,04,62,130 equity shares of 2/- each.
During the year under review, the Authorized Share Capital of the Company was increased
from 22,00,00,000 (Rupees Twenty-Two Crore) divided into 2,20,00,000 (Two Crore Twenty
Lakh) equity shares of 10/- each to 27,00,00,000 (Rupees Twenty-Seven Crore) divided
into 13,50,00,000 (Thirteen Crore Fifty Lakh) equity shares of 2/- each, ranking pari
passu in all respects with the existing equity shares.
During the year under review, there were changes in the paid-up share capital of the
Company, which are summarized below:
Date |
Particular |
Face Value |
Issue Price Rs. |
Number of Shares |
|
|
Rs. |
|
|
Opening Balance |
|
10 |
- |
1,07,19,213 |
October 15, 2024 |
One fully paid-up equity share of the Company of Rs.10 each was
sub-divided into five fully paid-up equity shares of Rs. 2 each. |
2 |
NA |
5,35,96,065 (Post-split) |
October 17, 2024 |
Bonus shares were issue at par in proportion of 1 new equity shares of
Rs. 2 each for every one existing fully paid-up equity share of Rs. 2 each |
2 |
NA |
10,71,92,130 |
- |
Conversion of Warrants in Multiple Tranches During the Year |
2 |
24.364 |
*1,16,35,000 (Comparing split) |
| - |
Bonus shares on equity shares allotted upon conversion of warrants. |
2 |
NA |
*1,16,35,000 |
Closing Balance |
2 |
- |
13,04,62,130 |
* The Company has converted 11,635,000 Share Warrants into 11,635,000 Equity Shares.
However, as of the date of filing report, listing approval for these shares has not yet
been received. Furthermore, the proportionate Bonus Issue of 11,635,000 Equity Shares (on
a 1:1 basis) is also pending for the same, resulting in a total of 23,270,000 Equity
Shares awaiting listing approval.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There is no material change and commitment affecting the financial position of the
Company that have occurred after closure of the financial year of the Company to which the
financial statements relate and the date of thereport.
13. RELATED PARTY TRANSACTIONS:
During the period under review, the transactions entered into with related parties
during the financial year wereon pricing basis and in the ordinary course of business and
do not attract the provisions of Section 188 of the Act. There were no transactions with
related parties during the financial year which were in conflict with the interest of the
materially significant Company. The particulars of contracts or arrangements with related
parties referred to in Section 188(1) and applicable rules of the Companies Act, is
disclosed in Form AOC-2 as shown in ANNEXURE – A.
All Related Party Transactions are periodically placed before the Audit Committee and
also before the Board for approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive nature. The policy
on Related Party Transactions as approved by the Board is available on website of the
Company visa: https://www. vaishalipharma.com/investors/Company-policy.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
As of the date of this Report, the Company has invested in Kesar Pharma Limited on 5
May 2025, acquiring an 11.3% equity stake. Apart from this investment, the Company has no
Subsidiary, Joint Venture, or any other Associate Company.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby confirmed that: a) In the preparation of the
annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures; b) The
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on March 31, 2025 and of the profitand loss of
the Company for that period ended on that date; c) The Directors had taken proper
and sufficientcare for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) The Directors had prepared the
annual accounts on a going concern basis; and e) The Directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively. f) The Directors have devised
proper system to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. BOARD OF DIRECTORS:
The Board of Directors of the Company comprise of 6 (Six) Directors with
combination of 3 (Six) Independent Directors and 3 (Three) Executive Directors as on March
31, 2025.
The composition of the Board of Directors and Key Managerial Personnel is as under:
Name |
Designation |
| Mr. Atul Arvind Vasani |
Managing Director & Chairperson |
| Mrs. Jagruti Atul Vasani |
Whole-time director |
| Mr. Dewansh Ajay Vasani |
Executive Director & CFO |
| Mr. Manish Bhagwandas Ved |
Non-executive & Independent Director |
| Mr. Pratik Vikram Jakhelia |
Non-executive & Independent Director |
| Mr. Bhaveshkumar Popatlal Upadhyay |
Non-executive & Independent Director |
| Mr. Hemant Damodar Pathak |
Chief Executive Officer |
| Ms. Vishwa Bipinbhai Mekhia |
Company Secretary cum Compliance Officer |
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as Independent Directors of the Company.
During the year and as on date of this report, following were the changes in Director/
Key Managerial Personnel:
1. Mr. Bhaveshkumar Upadhyay (DIN: 08384922) was appointed as a Non-Executive
Independent Director of the Company in the Board meeting held on January 28, 2025. His
appointment was subsequently regularized through Postal Ballot for a term of five
consecutive years, upto January 27, 2030.
2. Re-appointment of Mr. Manish Bhagwandas Ved as an Independent Director of the
Company through Postal Ballot for a Second term of five consecutive years, upto 30th
December, 2029.
3. Mr. Ratnesh Singh, the Chief Financial Officer of the Company, resigned from the
position with effect from 28, 2025 due to personal reason and other Occupancies.
4. Mr. Dewansh Ajay Vasani, was appointed as the Chief Financial Officerof the Company,
with effect from May 24, 2025.
5. Mr. Ashvin Jamnadas Ganatra (DIN: 08653815), Non-Executive Independent Director of
the Company, retired upon the successful completion of his second five-year term as a
Non-Executive Independent Director, with effect from January 24, 2025.
B. RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152(6) and other applicable provisions
of the Act, Mr. Dewansh Vasani (DIN: 08111804) will retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offers himself for
re-appointment and will continue as Executive Director of the Company. The Board
recommends his re-appointment.
17. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there
under, the following persons have been designated as Key Managerial Personnel of the
Company:
Name |
Designation |
| Hemant Damodar Pathak |
Chief Executive Officer |
| Dewansh Ajay Vasani |
Chief Financial Officer |
| Vishwa Bipinbhai Mekhia |
Company Secretary Cum Compliance Officer |
18. INDEPENDENT DIRECTORS' DECLARATION:
The Independent Directors were appointed at the Board meeting and hold office for a
fixed term not exceeding five years and are not liable to retire by rotation. In
accordance with Section 149(7) of the Companies Act 2013, All Independent Directors of the
Company have submitted the requisite declarations confirming that they meet the Section
149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct.
19. FAMILIARIZATION PROGRAMME:
The Familiarization Programme for Independent Directors aims to provide them an
opportunity to familiarize with the Company, its Management and its operations so as to
gain a clear understanding of their roles, rights and responsibilities and contribute
significantly towards the growth of the Company. They have full opportunity to interact
with Senior Management Personnel and are provided all the documents required and sought by
them for enabling them to have a good understanding of the Company, its business model and
various operations and the industry of which it is a part. The policy undertaken by the
Company in this respect has been disclosed on the website of the Company at
https://www.vaishalipharma.com/investors/ Company-policy.
20. VIGIL MECHANISM
Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of
the Companies (Meeting of Board and its Powers) Rules, 2014, Vigil Mechanism for Directors
and employees to report genuine concern and grievances has been established. The said
mechanism is governed by the Audit Committee. The details of the policy is available on
the website of the Company at https://www.vaishalipharma.com/investors/Company-policy.
21. BOARD AND DIRECTOR'S EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
Board, Committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing
Regulations"). The performance of the Board was evaluated by the Board Members after
seeking inputs from all the Directors on the basis of the criteria such as the Board
composition and structure, effectiveness of Board processes, information and functioning,
etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the Committee Members on the basis of the criteria such as the composition of
Committees, effectiveness of Committee Meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
Individual Directors on the basis of the criteria such as the contribution of the
Individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed at the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its Committees and
Individual Directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
22. REMUNERATION POLICY:
The Board has adopted a policy for selection and appointment of Directors, Senior
Management and their remuneration in order to comply with the requirement under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about
Remuneration Policy is provided in the Corporate Governance Report which is annexed to
this report.
The policy of the Company on director's appointment and remuneration is uploaded on to
the Company's website and available at
https://www.vaishalipharma.com/investors/Company-policy/.
23. MEETINGS OF THE BOARD:
Total Sixteen (16) Board Meetings were held during the financialyear 2024 - 2025. For
details of the meeting of the Board please refer to the Corporate Governance Report which
is a part of this report.
24. CONSTITUTION OF COMMITTEES:
In compliance of SEBI Listing Regulations and provisions of Companies Act, 2013, the
Board of Directors constituted three Committees to comply with the requirements of
listing, the Company has constituted the following Committees
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee.
25. AUDIT COMMITTEE:
Total Eight (8) Audit Committee Meetings were and held during the financial year 2024 -
2025. For details of the meeting and the composition of the Committee, kindly refer the
Corporate Governance Report, which is apart of this report.
26. NOMINATION AND REMUNERATION COMMITTEE:
Total Three (3) Nomination and Remuneration Committee Meeting was held during the
financial year 2024 - 2025. For the meeting and the composition of the Committee, kindly
refer the Corporate Governance Report, which is a part of this report. In accordance with
the provisions of the Section 178 of the Companies Act, 2013 read along with the
applicable Rules, the Company has formulated "Nomination and Remuneration
Policy" containing criteria for determining qualifications,positive attributes,
independence of a director and other matters provided under section 178 of Companies Act,
2013 for selection of any Director, Key Managerial Personnel and Senior Management
Employees. The said policy is available on the Company's website and the web link thereto
ishttps://www.vaishalipharma.com/investors/Company-policy.
27. STAKEHOLDER RELATIONSHIP COMMITTEE:
Total Two (2) Stakeholder Relationship Committee Meetings were and held during the
financial year 2024 - 2025. For details of the meeting and the composition of the
Committee kindly refer the Corporate Governance Report, which is a part of this report.
28. AUDITORS: a. STATUTORY AUDITORS:
In accordance with the provisions of Section 139 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014, M/s Raman S. Shah & Associates, Chartered
Accountants, having Firm Registration No.: 119891W has been appointed as Statutory
Auditors of the Company by the members their 15th Annual General Meeting held on September
30, 2022 to hold office for second term of fiveconsecutive years i.e. till the conclusion
of Annual General Meeting for the financial year 2026-2027.
There being no qualification or adverse remark in the Auditor's Report and hence, the
report is self- explanatory. b. INTERNAL AUDITOR: M/S. Yogesh J Walavalkar,
Chartered Accountants has been appointed as internal Auditor for the Financial Year
2025-2026.
The Internal Auditors reports to the Audit Committee of the Board, which helps to
maintain its objectivity and Independence. The scope and authority of the Internal Audit
function is defined by Audit Committee. c. SECRETARIAL AUDITOR: In compliance with
the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulation, as amended,
the Board of Directors has, on the recommendation of Audit Committee considered
Appointment of M/s. HD and Associates, Practicing Company Secretaries, as Secretarial
Auditors of the Company for conducting Secretarial Audit for financial year 2025 - 2026.
The Secretarial Auditor's Report for Financial Year 2024-25 is annexed herewith as ANNEXURE
– B.
29. MAINTENANCE OF COST RECORDS:
The maintenance of Cost Records has not been specified by the Central Government under
sub-section (1) of the Section 148 of the Act in respect of the activities carried on by
the Company.
30. SECRETARIAL STANDARDS:
The Directors declared that applicable Secretarial Standards relating to ‘Meetings
of the Board of Directors' and ‘General Meetings' respectively, has been duly
followed.
31. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standards of corporate governance. We
believe in adherence to good corporate practices, implement policies and guidelines and
develop a culture of the best management practices and compliance with the law coupled
with the highest standards of integrity, transparency, accountability and ethics in all
business matters to enhance and retain investor trust, long-term shareholder value and
respect minority rights in all our business decisions. The Corporate Governance Report of
the Company confirming compliance with the conditions of corporate governance as
stipulated under SEBI Listing Regulations forms part of the Annual Report.
Corporate Governance Compliance issued by Secretarial Auditor is enclosed inThe
Certificate ANNEXURE – C.
32. CORPORATE SOCIAL RESPONSIBILITY:
As the provisions of section 135 of Companies Act, 2013 dealing with Corporate Social
Responsibility are applicable to the Company during the financial year, the Corporate
Social Responsibility Policy of the Company is available on the website of the Company at
www.vaishalipharma.com/investors/company-policy/ Further, the Corporate Social Report
activities carried out for FY 24-25 forms part of the Annual Report, enclosed at ANNEXURE
-D.
33. PARTICULARS OF EMPLOYEES:
No employee was employed by the Company receiving remuneration prescribed under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(Rules) and the rules framed thereunder.
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 of the Act and Rule 5 (1) of the Rules have been appended as ANNEXURE
- E to this report.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the financial year 2024 - 2025, as
stipulated under Regulation 34(2)(e) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI LODR"), is
presented in a separate section forming part of the Annual Report as ANNEXURE - F
.
35. DEMATERIALISATION OF EQUITY SHARES AND SHARE WARRANTS:
Equity Shares and Share warrants of the Company are in dematerialized form with
Depositories viz. NSDL and CDSL. The Equity ISIN No. allotted is INE972X01022.
The Share Warrant ISIN No. allotted is INE972X13019.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company is committed and dedicated in providing a
healthy and harassment free work environment to every individual of the Company, a work
environment that does not tolerate sexual harassment. We highly respect dignity of
everyone involved at our work place, whether they are employees, suppliers or our
customers. We require all employees to strictly maintain mutual respect and positive
attitude towards each other.
The Company has adopted a policy for prevention of Sexual Harassment of Women at
Workplace. No complaints or grievances were noticed under the aforesaid policy during the
period under review.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
As on the date of this report, the constitution of the Internal Complaints Committee is
as under:
Sr. |
Name of the Member |
Post of the Committee members |
Designation |
No. |
|
|
|
| 1 |
Presiding Officer |
Mrs. Jagruti Vasani |
Whole Time Director |
| 2 |
Member |
Mr. Atul Vasani |
Chairman & Managing Director |
| 3 |
Member |
Ms. Priyanka Vasani |
Chief Operating Officer |
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: Considering the nature of
activities undertaken by the Company, above clauses of Section 134 of the Companies Act,
2013 pertaining to the Conservation of Energy, Technology absorption are not applicable to
the Company. b) FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year there were
foreign exchange inflow of Rs. 2991.19 lakhs (PY: Rs. 1843.44 lakhs) on account of export
of goods on FOB basis and foreign outflow as follows: -
Expenditure in Foreign Currency |
Current Year |
Previous Year |
|
( in Lakhs) |
( in Lakhs) |
| Import of Goods (on CIF basis) |
433.57 |
182.27 |
| Foreign Travelling |
19.94 |
18.41 |
| Registration Charges |
22.28 |
2.69 |
| Inspection Charges |
0 |
0 |
Gross Total |
475.79 |
203.37 |
38. INSURANCE & RISK MANAGEMENT:
Business risks exist for any enterprise having national and international exposure.
Your Company also faces some such risks, the key ones being - a longer than anticipated
delay in economic revival, unfavorable exchange rate fluctuations, emergence of
inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes
in regulatory framework.
The Company is well aware of these risks and challenges and has put in place mechanisms
to ensure that they are managed and mitigated with adequate timely actions.
39. MATERNITY BENEFITS:
Your Company is committed to upholding the rights and welfare of its women employees.
During the year under review, the Company continued to comply with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time. The Company provides maternity
benefits to eligible female employees, including paid maternity leave, nursing breaks, and
other necessary facilities, in accordance with the law. The Company also supports a
conducive and inclusive workplace environment to ensure the health, safety, and dignity of
women employees during and after maternity.
40. PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
During the last three years, there were no instances of non-compliance by the Company
on any matters related to the capital markets or penalties or strictures imposed by the
Stock Exchange, SEBI, or any other statutory authority, except for a penalty under
Schedule XIX Para (2) of the SEBI (ICDR) Regulations, 2018, amounting to 21,24,000
(including GST), and a penalty of 15,33,600 imposed by NSE for delay in the bonus issue
due to the pendency of the warrant application, with the record date of 15th October 2024.
41. ACKNOWLEDGEMENTS:
The Directors thank the Company's employees, investors and academic partners for their
continuous support.
The Directors also thank the Government of India, Governments of various states in
India, Governments of various countries and concerned Government departments and agencies
for their co-operation.
Your directors are thankful to the Vendors, Customers, Bankers, and Government together
with their departments and the local authorities, Employees, Stakeholders for their
valuable support and co-operation.
|
|
For and on behalf of the Board of Directors |
|
|
Vaishali Pharma Limited |
|
Sd/- |
Sd/- |
|
Atul Vasani |
Jagruti Atul Vasani |
|
Chairman & Managing Director |
Whole-time Director |
|
DIN:- 02107085 |
DIN: 02107094 |
Date: 11th August, 2025 |
|
|
Place: Mumbai |
|
|