To,

The Members,

Fredun Pharmaceuticals Ltd.

We are honoured to present the Director's Report for the financial year ending March 31,2025. This report provides a comprehensive overview of your Company's performance, major business developments, and outlook.

1. Financial Performance:

The financial year 2024-25 witnessed robust growth and strategic advancements for Fredun Pharmaceuticals Ltd. The Company sustained its strong financial resilience and operational excellence, achieving remarkable results across all key metrics:

• Total Income: The Company recorded a total income of Rs. 456.3 crore in FY25, reflecting a 30.7% YoY growth over Rs. 349.1 crore in FY24. This performance was primarily driven by higher sales in the Generics, Nutraceuticals, and Pet Healthcare Divisions.

• EBITDA: EBITDA increased to Rs. 55.1 crore in FY25, registering a 41.6% YoY growth from Rs. 38.9 crore in FY24. The improvement was largely attributable to the increase of high margin new-age business segments.

• Net Profit: The net profit after tax grew by 33.3% YoY from Rs. 15.6 crore in FY24 to Rs. 20.8 crore in FY25, with a PAT margin of 4.6 % in FY25.

• Key Business Lines and Operational Highlights

Fredun Pharmaceuticals Ltd operates across several key business segments, each contributing to our overall growth and success. Below is a detailed overview of our performance across these segments:

2. Fredun Generics

Our Generics Division, marketed under the Fredun Gx brand, continued to be a significant contributor to our revenue:

• Product Expansion: Fredun Generics witnessed a steady performance during FY25, the product segment includes anti diabetics, antacids, antiemetics, anti-bacterials, anti-hypertensives, anti-fungals, anti-allergies, calcium supplements, inflammatory creams/ ointments, etc. We also have a strong pipeline of over 1,200 products under registration.

• Market Penetration: In FY25 we received a tender from Tamil Nadu Medical Services Corporation (TNMSC) worth ~Rs. 150— 180 million for generic medicines. We are also working on contracts with three countries in the MENA region.

• Infrastructure and Compliance: During FY25 a second Italian Tube Filling Machine and two Automatic Carton Packaging Machines have been installed. These upgrades will increase output and reduce packing workforce needs. Our facilities are also being upgraded to meet PIC/s standards.

• Pet Care

Fredun Pharmaceuticals Ltd has been delivering strong growth in the Pet Healthcare segment, operating under the Freossi brand:

• Business Expansion: Fredun acquired One Pet Stop Pvt Ltd, adding grooming services and access to over 4,000 pet owners. The Freossi division also entered Sri Lanka with 9 pet care products and a pipeline of 20+ more, marking its first international launch.

• New Offerings: Under the Freossi Large Animals brand, Fredun launched Freossi Tone+ (for lactation and milk quality) and Freossi Power (for joint health and mobility), targeting livestock like cows, buffaloes, horses, and cattle.

• Infrastructure & Innovation: Fredun launched India's first 24*7 Pet Diagnostic Centre with advanced tools like CBCT, CT Scan, and USG, plus a dedicated pet ambulance. The company plans to expand this network to 7 more cities. Additionally, a new functional foods plant is under construction in Palghar, set to begin operations in FY26, focusing on nutrition-based solutions for chronic pet health issues.

• Nutraceuticals

The Nutraceutical Division under Fredun Nutrition experienced growth, driven by increasing demand for health and wellness products:

• Product Portfolio: During FY25 the nutraceuticals business continued to witness strong growth. The SKUs during the year grew to 37 products with a focus on immunity boosters, liver support, and fertility enhancement. Key products include Mamalait, which supports lactation and helps build immunity, and Fredmax, which is designed to improve energy, stamina, and performance in men.

• Cosmeceuticals

Our Cosmeceuticals Division, operating under the Bird N Beauty (BNB) and Beautyfred brands, is focused on innovative skin- care and personal care products:

• Product Portfolio: During FY25 the company expanded its product SKUs to a wide range of 200 products under the brand BeautyFRED. Our focus remains to provide best quality products at an affordable price.

• Mobility

Our Mobility Division, operating under Chuu Balm, BraceOn, NebOn, DigiOn cater to ortho rehabilitation aids & pain management market, providing high-quality products at an unbeatable price

• New Launches: In FY25, we expanded our consumer wellness portfolio with the launch of Chuu Balm, which has seen good acceptance, especially in tier-2 and tier-3 cities. With growing adoption across retail and institutional channels, Fredun Mobility has grown into a portfolio of 190 SKUs and is emerging as a scalable growth pillar.

3. Global Expansion

Fredun Pharmaceuticals Ltd has continued to expand its global footprint, focusing on markets with high growth potential:

• Registrations and Approvals: As of FY25, we have successfully secured 697 products registration across 52 countries. Furthermore, over 1,200 products are currently under registration worldwide. Our key export markets include Southeast Asia, CIS Countries, Latin America, and the MENA Region.

• Export: In FY25, exports stood at Rs. 77.1 crore, supported by new registrations and our strategic partnerships in the existing regions. Additionally, our brand Freossi has successfully registered products in Sri Lanka, unlocking export opportunity

4. Dividend

In recognition of the company's strong financial performance, the Board of Directors is pleased to recommend a final dividend of 7% per equity share having face value of Rs. 10/- each for the year ended March 31,2025. This dividend reflects our commitment to sharing the company's success with our shareholders while ensuring sufficient reinvestment for future growth.

5. Directors and Key Managerial Personnel

The year saw the reappointment of Mr. Fredun Medhora as Managing Director, a decision that reflects the Board's confidence in his leadership and vision for the Company. The Board also confirms that all independent directors meet the independence criteria as required by the Companies Act, 2013.

6. Internal Financial Controls

Your Company has robust internal financial controls in place to ensure the accuracy and reliability of financial reporting. These controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations. During the year, the Board reviewed the adequacy and effectiveness of these controls and is satisfied that they are functioning effectively.

7. Human Resources and Employee Development

Fredun Pharmaceuticals Ltd recognizes that our employees are our greatest asset. Throughout FY25, we continued to invest in our workforce through strategic recruitment, comprehensive training programs, and employee engagement initiatives. These efforts are aimed at fostering a motivated, skilled, and adaptable workforce capable of driving our growth objectives. We are committed to creating a work environment that promotes diversity, innovation, and professional development.

8. Environmental, Health, and Safety (EHS) Initiatives

We remain committed to maintaining high standards of Environmental, Health, and Safety Practices across all our operations:

• Energy Conservation: We conducted regular energy audits and implemented energy-saving measures across our manufacturing units. Our ongoing efforts to improve energy efficiency include the installation of energy-efficient equipment and the adoption of best practices in energy management.

• Waste Management: The Company has made significant investments in wastewater treatment facilities to ensure that no wastewater is discharged outside the manufacturing units. Regular monitoring of waste sludge is conducted in collaboration with the Maharashtra Pollution Control Board (MPCB).

• Health and Safety: We prioritize the health and safety of our employees, with continuous improvements in safety protocols, regular training sessions, and health monitoring programs.

09. Future Outlook

As we move forward, Fredun Pharmaceuticals Ltd. is well-positioned to capitalize on emerging opportunities in the global pharmaceutical and healthcare markets. Our key focus will be on expanding non-pharma business, which is expected to serve as a key driver of profitability in the years ahead. The launch of new-age products is anticipated to further enhance margins and reinforce our growth trajectory. With a strong financial base, committed workforce, and strategic vision, we are confident in our ability to deliver sustainable growth and create long-term value for our shareholders.

10. Acknowledgments

The Board of Directors extends its gratitude to all Stakeholders, including our valued Shareholders, for their continued trust and support.

Dear Members,

Your Director's have an immense pleasure to present the 38th Annual Report together With the Audited Financial Statements for the year ended March 31,2025. ('F.Y.2024-25')

FINANCIAL RESULTS:

(Rs. in Lakhs)

STATE OF AFFAIRS OF THE COMPANY:

Your Company earned a Total Income of Rs. 45,626.83 Lakhs in the Financial Year ended March 31,2025 as compared to the Total Income of Rs. 34,907.19 Lakhs for the corresponding Financial Year ended March 31,2024. There was 23.49 % hike in the Total Income of the Company.

Your Company's Net Profit for the Financial Year 2024-2025 was Rs. 2,080.76 Lakhs as compared to the Net Profit of Rs. 1,562.34 Lakhs for the Previous Year i.e., 2023-2024.

Your Company is well diversified in the business ranging from Formulations to Diagnostics to Consultancy. The Company has a unique range of products, from niche formulations, anti-diabetics to the latest anti-retroviral and anti-Hypertensive products.

Your Company is associated with many Governments of different countries which have also realised the need for robust and consistent healthcare systems. Hence there is a great potential for growth in near future.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis Statement forming part of this Annual Report.

DIVIDEND:

The Board of Directors have recommended a final dividend of 7% on the paid-up ordinary Equity Shares of the Company payable to those shareholders of the Company whose names appear in the Register of Members as on the Record date.

TRANSFER TO RESERVES:

During the financial year under review, your Company have not transferred any amount to reserves.

SHARE CAPITAL:

The Details of Equity Share Capital of the Company are as follows:

(Rs. in Lakhs)

The Company had in financial year 2022-23 issued 2,51,890 warrants ('Warrants') of the Company, whereby each Warrant is convertible into 1 (one) equity share of face value Rs.10/- (Rupees Ten Only) at any time within 18 (eighteen) months from the date of allotment of the Warrants as per the ICDR Regulations, on a preferential basis, at a issue price of Rs. 996.20/- (Rupees Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium of Rs. 986.20/- (Rupees Nine Hundred Eighty- Six and Twenty Paise Only), aggregating to Rs. 25,09,32,818/- (Rupees Twenty-Five Crore Nine Lakhs Thirty-Two Thousand Eight Hundred and Eighteen Only).

During the financial year under review, your Company has allotted 22,500 Equity Shares, of Rs. 10/- (Rupees Ten Only) each fully paid, at a price of Rs. 996.20/- (Rupees Nine Hundred Ninety-Six and Twenty Paise Only) per Warrant (including premium of Rs. 986.20/- (Rupees Nine Hundred Eighty-Six and Twenty Paise Only), aggregating to Rs. 2,24,14,500/- (Rupees Two Crore Twenty-Four Lakh Fourteen Thousand And Five Hundred Only) to Non-promoter shareholders on conversion of warrants pursuant to SEBI (ICDR) Regulation 2018 and Companies Act, 2013.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the financial year under review and information pursuant to provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

SUBSIDIARY COMPANY, ASSOCIATE COMPANY, AND JOINT VENTURE COMPANY:

During the year under review, the Company had incorporated a Wholly Owned Subsidiary named Fredun

Retail Private Limited ('FRPL') with the objective of expanding the retail chain operations of the Company. The consolidated financial statements presented in this Annual Report include the financial results of the said subsidiary.

Further, on March 27, 2025, Fredun Retail Private Limited acquired 100% equity shareholding of One Pet Stop Private Limited, thereby making it a step-down subsidiary of Fredun Pharmaceuticals Limited. This acquisition is in line with the Company's strategic vision to strengthen its retail and distribution footprint in the pet care segment.

Copies of the standalone and consolidated financial statements of Fredun Retail Private Limited, along with details of its subsidiary, are available on the website of the Company under the investor section and can be accessed at: www.fredungroup. com.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as 'Annexure I'

CHANGE IN THE NATURE OF THE BUSINESS:

The Company is primarily engaged in the activities of Pharma. During the financial year under review, there has been no change in the nature of the business of your Company.

COMMODITY PRICE RISKS/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

During the financial year under review, the Company does not possess any commodity price risks and commodity hedging activities.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company; Mr. Fredun Medhora (DIN No: 01745348) is liable to retire by rotation at the ensuing 38th Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointment is being placed for your approval at the 38th Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other Companies, of the Directors proposed to be appoint- ed/re-appointed, along with his shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations, is annexed as an Annexure to the Notice of this AGM.

• CHANGE IN DIRECTORS

During the year under review, there were no appointments, resignations, or changes in the directorship of the Company. The Board of Directors continued to function in its existing composition.

• KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Jinkal Shah resigned from the position of Company Secretary and Compliance Officer of the Company, with effect from February 19, 2025. The Board places on record its sincere appreciation for the valuable services and contributions made by her during her tenure. Subsequently, Mr. Parag Ashok Goyal was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 17, 2025, in accordance with the provisions of the Companies Act, 2013 and applicable regulations.

• DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors under Section 149(7) of The Companies Act, 2013 in the first Board Meeting of the Financial Year 2024-25 held on May 07, 2024; stating that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees.

BOARD AND COMMITTEES OF BOARD:

• BOARD

The Board of your company comprises of 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 3 (Three) Independent Directors. The Board of Directors met 8 (Eight) times during the financial year under the review as per the provisions of Secretarial Standards, Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').

• COMMITTEES OF THE BOARD

The Committees of the Board viz; Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Management Commitee and Stakeholders' Relationship Committee are duly constituted as per the provisions of Companies Act, 2013 and applicable SEBI Listing Regulations. Details of composition, terms of reference and meetings are mentioned in Corporate Governance section forming part of this Annual Report.

The Company has also constituted functional committees delegating certain powers of the Board for administrative efficiency.

All the recommendations made by all Board Committees were accepted by the Board.

The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings are disclosed under Corporate Governance section of Annual Report.

• SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was convened on May 07, 2024 complying with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 ('the Act'), Directors of your Company confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• Your 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 at March 31,2025 and its profit for the year ended on that date;

• Your Directors have taken proper and sufficient care 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;

• Your Directors have prepared the Annual Accounts for the financial year ended March 31,2025 on a going concern basis;

• Your Directors have laid down internal financial controls which are followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to Section 134 (3) (p), Schedule IV of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual Directors and that Independent Directors shall evaluate non- independent Directors and the Chairperson of the Board.

The Board at its meeting held on May 07, 2024 carried out the evaluation of every Director's performance, its own performance and that of its Committees and Individual Directors. The evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Further, the Independent Directors at their Meeting held on May 07, 2024 evaluated performance of the Chairperson, non-independent Directors of the Company and the performance of the Board as a whole.

The Directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees.

The Nomination & Remuneration Committee at its meeting held on May 07, 2024 reviewed the implementation and compliance of the process of evaluation of performance as specified by the said Committee.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformity with Section 177 of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Annual Report. The said policy is also hosted on the website of the Company at www.fredungroup.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company's website at www.fredungroup.com. During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders' approval.

There were no materially significant Related Party Transactions made by the Company during the year that would fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies Act, 2013 is annexed as 'Annexure II'.

The policy on materiality of information / documents and dealing with it has been approved by the Board and the same is also available on the website of the Company at www.fredungroup.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The composition, roles, and responsibilities of the CSR Committee are outlined in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, the Company has spent the requisite 2% of its average net profits of the previous three financial years, calculated in accordance with Section 198 of the Companies Act, 2013, on CSR activities. These activities are in line with the Company's CSR Policy and focus on promoting education, healthcare, environmental sustainability, and other areas as prescribed under Schedule VII of the Act.

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and the same has been hosted on Company's website at www.fredungroup.com.

A detailed report on CSR activities undertaken by the Company, including the composition of the CSR Committee, projects approved, amount spent, and the manner of implementation, as required under Section 135(5) and (6) of the Act, is annexed to this report as 'Annexure III'.

STATUTORY AUDITORS:

M/s. R.H. Nisar & Co. (Chartered Accountant) (Firm Registration Number: 103659), were appointed as the Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 for a period of 5 (five) years commencing from conclusion of 36th Annual General Meeting upto the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2028.

The remarks and observations made in the Auditor's Report of M/s. R.H. Nisar & Co., Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments as same have since been addressed appropriately.

AUDITORS' REPORT:

The Auditors' Report on Standalone and Consolidated Financial Statements for the year ended March 31,2025 forms integral part of this Annual Report

There are no qualifications, reservations or adverse remarks or disclaimers made M/s. R.H. Nisar & Co. (Chartered Accountant) in their Report dated May 30, 2025 on the Financial Statements of the Company for Financial Year 2024-25.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Ms. Kala Agarwal, Practicing Company Secretary, Secretarial Auditor submitted the Secretarial Auditors Report for the financial ended 31st March, 2025 which is annexed as 'Annexure IV' to this report.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the Stock Exchanges within the statutory timelines.

The Secretarial Audit Report and the Annual Secretarial Compliance Report did not contain any qualification, reservation, adverse remarks or observation.

In compliance with the provisions of the SEBI Listing Regulations, on the recommendation of the Audit Committee, the Board of Directors recommended the appointment of Ms. Kala Agarwal, Practicing Company Secretary as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the conclusion of 38th AGM till the conclusion of 43rd AGM.

The proposal forms part of the 38th AGM notice.

Ms. Kala Agarwal, Practicing Company Secretary had confirmed her eligibility and independence and had also expressed their willingness to accept the appointment upon approval.

COST AUDIT REPORT:

Based on the recommendation of Audit Committee, the Board appointed M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct the audit of the Company's cost records for the financial year ended 31st March, 2025. The Cost Auditor will submit his report for FY 2024-25 by the due date.

The Cost Audit Report, for FY 2023-24, was filed with the Central Government. The Company maintains the cost records in compliance with provisions of Section 148(1) of the Act.

Based on the recommendation of the Audit Committee, the Board at its meeting held on 30th May, 2025 had approved the appointment of M/s Joshi Apte & Associates - Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct the cost audit for financial year ending 31st March, 2026.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to the Cost Auditor for auditing the cost records for FY 2025-26 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing AGM. The proposal forms part of the 38th AGM notice.

During the year under review, the Statutory, Secretarial and Cost Auditors did not report any instance of fraud committed in the Company by its officers or employees under Section 143(12) of the Act, the details of which need to be mentioned in the Board's report.

SEGMENT:

The Company operates only in a single segment i.e. Pharmaceutical Segment.

CORPORATE GOVERNANCE REPORT:

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. A Corporate Governance Report along with Certificate from Practicing Company Secretary confirming compliance of corporate governance for the year ended March 31,2025 is provided separately and forms integral part of this Annual Report.

MANAGEMENT DISCUSSION& ANALYSIS REPORT

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as 'Annexure V' to this Report.

ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3) (a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31,2025, is placed on the website of the Company at www. fredungroup.com

SECRETARIAL STANDARDS:

The company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India under Section 118(10) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

BUSINESS RISK MANAGEMENT:

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining the Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company's operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored. The key risks and mitigation actions are placed before the Audit Committee of the Company.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), 2013:

The Company is committed to uphold and maintain the dignity of Women Employees. An Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensive policy in place to deal with any such situation. The Policy is available on the website of the Company at www.fredungroup.com.

No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

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

Your Company has heavily invested into the latest machineries for both the manufacturing and packing departments; hence it is imperative to take care of the internal systems and work culture. The Company is continuously complying as per the Pollution Regulation Control Board of Maharashtra.

The Company also conducts in-house energy audits at regular intervals with proper monitoring and maintenance of all the machines. Conservation of energy in all the departments is an on- going process which requires a proactive compliance. It is a must to have a high performing and competent Quality Control and Quality Assurance team which monitors the compliance of all the regulatory aspects of manufacturing.

Special emphasis is given on improving the manufacturing processes which will help in reducing manufacturing time, manpower and electricity consumption. Additional conveyor belts are installed to transfer the finished goods from manufacturing departments to BSR and also from BSR to the container loading bay. This has helped in reducing time, money and energy to a great extent. The newly installed automatic equipment and instruments will give higher output with less manpower and increase the productivity of the Company.

The other Integrated Systems with proper data storage gives consistent performance and lowers the cost of production. The continuous monitoring is done of existing compressors, boilers electrical heaters, and pumps etc. for enhancing energy efficiency.

For the treatment of waste water, your Company has installed a bigger ETP plant which controls water pollution. The treated water is used for gardening and a green environment is well maintained and no waste water is allowed to run outside the manufacturing unit. The waste sludge is regularly monitored by MPCB Department.

With a full-fledged R&D Department, your Company has developed and launched many new molecules like antihypertensive, antidiabetic, ARVs and even narcotics. These molecules are either under patent or still not universally manufactured on a large scale. Continuous efforts are made to improve the quality of the products in respect of better bioavailability and stability.

Two new walk-in stability chambers are also installed for monitoring the stability of the products. Continuous R&D is going on for established products also to reduce the cost of manufacturing and improve the quality and stability of the products. Your Company has also installed fully automatic purified water generation and distribution system to cater to newly started ointments, creams and gels manufacturing Department along with the Department for manufacturing pellets of various APIs complying as per cGMP norms.

Foreign Exchange earnings and outgo:

As per RBI Guidelines, the Company manages Foreign Exchange Risk to protect value of exposures. From time to time the Board reviews the Foreign Exchange Exposure.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The 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, are forming part of this Report as 'Annexure VI'

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

DETAILS OF SIGNIFICANT MATERIAL ORDERS:

No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals that may have an impact on the 'Going Concern Status' and Company's Operations in the future.

DETAILS OF FRAUD:

There was no fraud reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of Insider Trading in the Organization.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no other reportable material changes or commitment, occurred between the end of the Financial Year and the date of this report, which may have any effect on the financial position of the Company.

TRAINING AND HUMAN RESOURCE MANAGEMENT:

Your Company is working strategically to recruit, develop and utilize people - Our most valuable business resource. Your Company is actively pursuing policies for the strategic and well-planned recruitment, development and utilization of human resources who can understand and practice the Company's Management Principles and Activity Guidelines in order to contribute broadly to society and continue creating new values.

Effective recruitment, development and the utilization of globally competitive human resources are the most important issues for your Company to survive the current ever-changing business environment and achieve sustainable growth. Our concern is to ensure that each of our employees exercise their full potential in line with the business strategy of their respective departments.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURES WITH RESPECT TO SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The voting rights of the shareholders of the above shares shall remain frozen till the rightful owner claims the shares. ACKNOWLEDGEMENT:

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions and Employees of the Company for their continued support and encouragement and look forward for the same in future.

For FREDUN PHARMACEUTICALS LIMITED

Sd/-

FREDUN MEDHORA MANAGING DIRECTOR & CFO DIN:01745348

Sd/-

DR. DAULAT MEDHORA

CHAIRPERSON & JT. MANAGING DIRECTOR.

DIN:01745277

Place: Mumbai Date: May 30, 2025