Your Directors are pleased to present the 46th Annual Report of the Company, together with the audited financial statementsfor the financial year ended March 31, 2025.
The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with theapplicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlights are depicted below:
Particulars
2024-25
2023-24
Revenue from operations
2687.16
2087.02
Other Income
81.90
92.79
Operating Expenditure
2176.45
1856.35
Profit for the year before interest, depreciation and Amortization and tax
592.61
323.46
Less: Finance costs
9.58
8.14
Less: Depreciation
81.31
16.63
Profit/(Loss) before tax (before exceptional items and tax)
501.72
298.69
Exceptional items
(196.87)
-
Provision for taxation
135.72
75.60
Provision for Deferred tax charge/(credit)
9.26
(1.54)
Profit/(Loss) after tax
553.61
224.63
Balance brought forward
989.13
902.90
Movement in Other Comprehensive Income & ESOP Cost
(64.90)
(6.11)
Profit available for appropriation
1477.84
1121.42
Appropriations:
Proposed Dividend
165.99
132.29
Balance carried forward
1311.85
Financial year 2024-25 saw a seamless integrationwith the acquired Yash Pharma business resulting insignificant improvement in profitability with overallmargins doubling post integration. The year wascharacterized by the implementation of significantchanges aimed at strengthening our operational andstrategic foundation, thereby laying the groundwork fora more resilient and future-ready organization.
During FY 2024-25, the Company's revenue stood atf 2,687 Million as against f 2,087 million. The Companyposted an EBITDA of f 579 million in FY 2024-25 asagainst f 364 million in FY 2023-24, with EBITDA marginat 21.5%.
Few operational highlights:
1. During the year under review, the companysuccessfully completed seamless integration ofYash Pharma business w.e.f June 01, 2024. Thisstrategic acquisition has already begun to yield
tangible results, leading to a notable improvementin overall profitability, with margins havingdoubled post-integration.
2. The Company continued to strengthen itsportfolio. Notable launches were made duringthe year including Lycored Plus, Parvocox, Fe-Protein, Divatrone-SR, MemUp, Finease Tab, KTCRich Soap.
3. The Company concluded the sale of Faridabad landfacility for a total consideration of ' 410 million.
4. Indocap has surpassed '500 Million in salesbecoming the first brand under JagsonpalPharmaceuticals Limited to achieve this significantmilestone, as per IQVIA data.
The detailed operational performance of yourCompany has been comprehensively discussed inthe Management Discussion and Analysis Report,which forms part of this Annual Report.
During the year under review, the Directors haverecommended a final dividend of f 2.50/- (RupeesTwo and Fifty Paise only) (125%) per equity shareof f 2/- (Rupee Two only) each for the year endedMarch 31, 2025, subject to the approval of theshareholders at the ensuing 46th Annual GeneralMeeting of the Company.
The dividend payout is in accordance with the Company'sDividend Distribution Policy. In terms of Regulation 43Aof the SEBI Listing Regulations, the policy is available onwebsite of the Company at www.jagsonpal.com
The Directors do not propose any transfer to reserves.
As on March 31, 2025, the Authorised Share Capitalof the Company is f 25,00,00,000/- divided into7,50,00,000 equity shares of f 2/- each with votingrights and 5,00,00,000 equity shares of f 2/- each withdifferential voting rights.
Sub-Division/ Split of Equity Shares
During the period under review, the Board of Directorsof your Company approved, the sub-division/ split ofequity shares of your Company, such that 1 (one) equityshare having face value of f5.00 (Rupees Five only)each, fully paid-up, was sub-divided into such numberof equity shares having face value of f2.00 (Rupees Twoonly).
Further, the members vide resolution passed by way ofpostal ballot on 11th December 2024, approved the saidsub-division/ split of equity shares and consequentialalteration in the existing Capital Clause of theMemorandum of Association (MOA) of your Company.
After the requisite approvals of the Stock Exchanges
i.e. BSE and NSE and the depositories i.e. NSDL andCDSL, new ISIN (INE048B01035) was allotted to yourCompany. The effect of change in face value of the sharewas reflected on the share price at the Stock Exchangeswhere your Company is listed (BSE and NSE) effectivefrom 8th January 2025 i.e. record date for the purposeof sub-division/ split of equity shares of your Company.
As a result of the sub-division/ split of equity sharesof your Company, it has become more affordable andencouraged participation of investors at large.
During the year under review, Company has issuedand allotted 3,43,995 equity shares to its employeesas ESOP in accordance with the provisions of Securitiesand Exchange Board of India (Share Based EmployeeBenefits and Sweat Equity) Regulations, 2021.
The issued, subscribed and paid-up equity capital ofthe Company as on March 31, 2025, was f 13,27,97,260/-divided into 6,63,98,630 equity shares of f 2/- each.
Mr. Manish Gupta, Managing Director of theCompany, retires by rotation at the ensuing AnnualGeneral Meeting and being eligible, offers himselffor reappointment.
All Independent Directors of the Company have givendeclaration that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act,2013 and Regulation 25 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.
Changes in Key Managerial Personnel:
During the year under review, Mr. Ashish Lakhotia,Chief Financial Officer (CFO) and Mr. Abhishek Joshi,Company Secretary (CS) resigned from the service onJanuary 22, 2025 and March 7, 2025 respectively.
The Board of Directors on the recommendation of theAudit Committee and Nomination & RemunerationCommittee appointed Mr. Sachin Jain as the ChiefFinancial Officer (CFO) w.e.f February 05, 2025.
The Board of Directors on the recommendation of theNomination & Remuneration Committee appointedMr. Pratham Rawal as the Company Secretary (CS) w.e.fMarch 13, 2025. Mr. Pratham has more than 5 years ofexperience in various Corporates. He is a Member of theInstitute of Company Secretaries of India.
Further, Mr. Sachin Jain has ceased to be the ChiefFinancial Officer of the company, pursuant to cessationof employment during the probation period on July08, 2025.
STATUTORY AUDITORS:
At the 43rd AGM held on 14 September 2022, membershad appointed M/s. Walker Chandiok & Co. LLP,Chartered Accountants (ICAI Registration No. 001076N/N500013), as Statutory Auditors for a period of fiveyears until the conclusion of the 48th AGM in 2027.
Their Audit Report for FY 2025 is unmodified and doesnot contain any qualifications, reservations, or adverseremarks. Statutory Auditor has confirmed their eligibilityand peer review status under ICAI norms.
During the year under review, the Auditors have notreported any fraud or such matters as provided underSection 143(12) of the Companies Act.
SECRETARIAL AUDITORS:
Pursuant to provisions of Section 204 of the Act andrules made there under, the Board has appointed M/sAyush Khandelwal & Associates, Practicing CompanySecretaries (Certificate of Practice No: 19171) as theSecretarial Auditors to conduct Secretarial Audit of theCompany for the year ended March 31, 2025.
The Secretarial Audit Report issued in Form No. MR-3is attached as an "Annexure 3" to this Board's Report.
The secretarial Audit Report of the company contains aremark on IEPF which is self-explanatory.
Further, pursuant to the amended Regulation 24Aof the SEBI Listing Regulations, and subject to yourapproval being sought at the ensuing AGM, M/s.Ayush Khandelwal & Associates, Practicing CompanySecretaries (C.P. No. 19171; Peer review certificate no.4647/2023) has been appointed as a Secretarial Auditorto undertake the Secretarial Audit of your Company forthe first term of 5 (five) consecutive years from FY 2025¬26 to FY 2029-30. M/s. Ayush Khandelwal & Associates,Practicing Company Secretaries, have confirmed thatthey are not disqualified to be appointed as a SecretarialAuditor and are eligible to hold office as SecretarialAuditor of your Company.
COST AUDITORS:
In terms of the provisions of Section 148(1) of the Act,read with the Companies (Cost Records and Audit) Rules,2014, the Board of Directors, on the recommendationof the Audit Committee, appointed M/s Kirit Mehta &Co. as Cost Auditor of the Company for the financialyear 2024-25. The remuneration of the cost auditorwas approved by the members in the 45th AnnualGeneral Meeting.
The Board has re-appointed M/s. Kirit Mehta & Co. CostAccountants as the Cost Auditors of your Company forconducting the audit of cost records for FY 2025-26.A resolution seeking approval of the Shareholdersfor ratifying the remuneration payable to the CostAuditors for FY 2025-26 is provided in the Notice ofthe ensuing AGM.
The Company has maintained the Cost Records asspecified by the Central Government under Section148(1) of the Act. The Cost Audit Report for the yeardoes not contain any qualification, reservation oradverse remark.
As required under the Act, the remuneration payableto the cost auditor is required to be placed before themembers in a general meeting for their ratification.Accordingly, a resolution seeking members' ratificationfor the remuneration payable to Cost Auditors,forms part of the Notice convening the AnnualGeneral Meeting.
INTERNAL AUDITORS:
M/s. S S Kothari Mehta & Company, LLP, are the InternalAuditors of the Company.
During the year under review, Internal Auditors weresatisfied with the management response on theobservations and recommendations made by themduring the course of their audit. Key audit findingsand corrective actions were reviewed by the AuditCommittee. No material lapses or fraud were reported.
3. INTERNAL FINANCIAL CONTROLS
Jagsonpal maintains an adequate internal control systemthat commensurate with the scale, complexity, andnature of its operations. These controls are structuredto provide reasonable assurance with respect to:
1. Operational efficiency and effectiveness;
2. Prevention and timely detection of fraud and errors;
3. Safeguarding of assets;
4. Adherence to applicable statutory andregulatory requirements;
5. Accuracy and reliability of accounting records; and
6. Timely and accurate financial reporting.
Periodic reviews and internal audits are conducted tocontinuously strengthen these mechanisms and drivebusiness excellence.
9. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO AND EXPENDITUREAND RESEARCH & DEVELOPMENT
The particulars relating to conservation of energy,technology absorption, foreign exchange earnings andoutgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies(Accounts) Rules, 2014 is attached as an Annexure 1'forming part of this report.
10. PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES
Your Company has 1410 employees as onMarch 31, 2025.
The information required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, is attached as an 'Annexure 2' forming partof this report except the report as per Rule 5(2) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. In terms of Section136 of the Act, the said report is open for inspection atthe Corporate Office of the Company during workinghours and any Member interested in obtaining a copyof the same may write to the Company Secretary at cs@jagsonpal.com.
11. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of theCompanies Act, 2013, the Company has placed a copyof Annual Return on its website at www.jagsonpal.com.
12. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committeecomprises of Ms. Radhika Madhukar Dudhat,Independent Director as the Chairperson, Ms. PallaviDinodia Gupta, Independent Director and Mr. ManishGupta, Managing Director as the Members. YourCompany has formulated a policy on CSR and the samecan be accessed at www.jagsonpal.com.
The detailed Annual Report on CSR activities as requiredunder Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 is attached as an 'Annexure 4'forming part of this report.
The Board adopted a formal mechanism for evaluatingits performance as well as that of its Committees andindividual Directors, including the Chairperson of theBoard for the FY 2024-25. A detailed questionnairewas prepared in accordance with the criteria outlinedin the SEBI's 'Guidance Note on Board Evaluation' andwas approved by the Nomination and RemunerationCommittee ("NRC"). The results of the evaluationshowed high level of commitment and engagementof the Board, its various Committees and individualDirectors. The recommendations arising from theevaluation process were discussed at the IndependentDirectors' meeting held on February 26, 2025 and alsoat the NRC meeting and Board meeting held on May 6,2025. The suggestions were considered by the Board tooptimize the effectiveness and functioning of the Boardand its Committees.
The Nomination and Remuneration Policy can beaccessed at https://www.jagsonpal.com/policies/
During the year under review, 8 (Eight) Board Meetingswere held on May 16, 2024, May 20, 2024, August 07,2024, October 23, 2024, January 20, 2025, January22, 2025, February 05, 2025 and March 13, 2025. Theparticulars of the meetings held and attended by eachDirector are detailed in the Corporate GovernanceReport forming part of this Annual Report.
The Independent Directors met on February 26, 2025without the attendance of Non-Independent Directorsand members of the management. The IndependentDirectors reviewed the performance of the Non¬Independent Directors, the Committees, and theBoard as a whole, along with the performance of theChairperson of your Company, taking into accountthe views of the Whole-time Directors and assessedthe quality, quantity and timeliness of the flow ofinformation between the management and the Board,which is necessary for the Board to effectively andreasonably perform their duties.
Pursuant to Section 149(6) of the Companies Act, 2013and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015,all the Independent Directors of the company havesubmitted their disclosure to the board that they havecomplied with all the requirements as stipulated in theabovementioned provisions.
All the Independent Directors have confirmed that theyhave registered with the data bank of IndependentDirectors maintained by Indian Institute of CorporateAffairs in accordance with the provisions of Section 150of the Act.
In the opinion of the Board, Independent Directors ofthe Company possess necessary expertise, integrity andexperience in their respective fields.
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with theircomposition, number and dates of the Meetingsand attendance at the Meetings are provided inthe Corporate Governance Report forming part ofthis Report.
The Company has adopted a Nomination andRemuneration Policy on Directors' Appointmentand Remuneration including criteria for determiningqualifications, positive attributes, independence of adirector and other matters as provided under Section178(3) of the Companies Act, 2013 and the same can beaccessed at www.jagsonpal.com.
Pursuant to provisions of the Section 177(9) of theAct and Regulation 22 of SEBI Listing Regulations, theCompany has established a vigil mechanism/ WhistleBlower Policy and oversees through the committee,the genuine concerns expressed by the Employees,Directors and other Stakeholders.
The company's robust Vigil Mechanism policyencourages employees and other stakeholders toreport genuine concerns without fear of victimization.This includes reporting any instances of fraud, non¬compliance with laws, rules, and regulations. Ourcompany strongly promotes a zero-tolerance approachto fraud and misconduct.
The Company has also provided adequate safeguardsagainst victimization of employees and Directors whoexpress their concerns. The Company has also provideddirect access to the Chairman of the Audit Committeeon reporting issues concerning the interests of co¬employees and the Company. The Whistle Blower policyas approved by the Board has been uploaded on thewebsite of the Company and the same can be accessedat www.jagsonpal.com.
In compliance with the Sexual Harassment of Womenat Workplace (Prevention, Prohibition & Redressal) Act,2013, and the rules framed thereunder, your Companyhas implemented a comprehensive Anti-SexualHarassment Policy and established Internal ComplaintsCommittees (ICC) at all relevant locations across India.These Committees are empowered to address andresolve complaints of sexual harassment. Each ICC
comprises an external member with relevant expertiseand is chaired by a senior female employee.
Your Company maintains a zero-tolerance policytowards sexual harassment in the workplace. To reinforcethis commitment, the ICCs actively conduct awarenessprogrammes on sexual harassment prevention.Additionally, all employees must complete mandatoryPOSH (Prevention of Sexual Harassment) training andcertification to enhance sensitivity and awareness.
Further, the details of complaints/cases under the SexualHarassment of Women at the Workplace (Prevention,Prohibition and Redressal) Act, 2013 as on 31st March,2025 are as follows:
a) Number of Complaints of sexual harassmentreceived in the year: NIL;
b) Number of Complaints disposed off during theyear: NA and;
c) Number of cases pending for more than ninetydays: NA
As on March 31, 2025, the Company does not have anysubsidiary/joint venture/associate companies within themeaning of Act.
Pursuant to Section 186 of the Companies Act, 2013and Schedule V of the Listing Regulations, disclosureon particulars relating to Loans, Advances, Guaranteesand Investments are provided as a part of thefinancial statements.
All the transactions entered with related parties for theyear under review were in the ordinary course of thebusiness and on arm's length basis.
There were no material contracts/arrangements/transactions entered with related parties as requiredto be reported in Form No. AOC-2 in terms of Section134(3)(h) read with Section 188 of the Act and Rule 8(2)of Companies (Accounts) Rules, 2014.
Further, there were no materially significant relatedparty transactions which could have potential conflictswith the interests of the Company at large.
The Company has a Policy on Materiality ofRelated Party Transactions and on dealing withRelated Party Transactions in line with the ListingRegulations and the same can be accessed atwww.jagsonpal.com.
Your Company is committed to upholding highstandards of corporate governance. As requiredunder the SEBI Listing Regulations, the CorporateGovernance Report is included in this Annual Report,along with the requisite compliance certificate from aPracticing Company Secretary. Pursuant to SEBI ListingRegulations, your Company has established a Code ofConduct applicable to its Board Members and SeniorManagement Personnel. All concerned individualshave acknowledged compliance with the Code, whichis hosted on the Company's website and the same canbe accessed at www.jagsonpal.com.
The Management Discussion and Analysis Report forthe year under review, as stipulated under the SEBIListing Regulations, is presented in a separate sectionforming part of this Annual Report.
In compliance with the SEBI Listing Regulations, theBusiness Responsibility and Sustainability Report (BRSR)for FY25, outlining your Company's environmental,social, and governance (ESG) initiatives, is included inthis Annual Report.
Pursuant to the provisions of Section 134 (3)(c) and134(5) of the Act, your Directors, to the best of theirknowledge and belief and according to the informationand explanations obtained by them, state andconfirm that:
a In the preparation of the Annual Accounts forthe year ended March 31, 2025, the applicableaccounting standards read with requirementsset out under Schedule III to the Act, have beenfollowed and there are no material departuresfrom the same;
b the accounting policies selected and applied areconsistent and the judgements and estimatesmade are reasonable as to give a true and fair viewof the state of affairs of the Company as at March31, 2025 and of the profit of the Company for theyear ended on that date;
c proper and sufficient care for the maintenance ofadequate accounting records in accordance withthe provisions of the Act for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;
d the annual financial statements for the yearended March 31, 2025 are prepared on a goingconcern basis;
e the internal financial controls to be followed by theCompany and that such systems are adequate andare operating effectively; and
f the Directors have devised proper systemsto ensure compliance with the provisions ofall applicable laws and that such systems areadequate and operating effectively.
28. RISK MANAGEMENT
Your Company operates under a structured RiskManagement Framework designed to identify, assess,and mitigate risks effectively. The Board has formeda Risk Management Committee (RMC) to frame,implement and monitor the risk management plan forthe Company. The RMC is responsible for reviewing therisk management plan and ensuring its effectiveness.The Audit Committee has additional oversight in thearea of financial risks and controls. The major risksidentified across the businesses are systematicallyaddressed through mitigation measures on a continualbasis. Further details on the Risk Management activities,including the implementation of risk managementpolicy, key risks identified and their mitigations arecovered in Management Discussion and Analysissection, which forms part of this Annual Report.
29. EMPLOYEE STOCK OPTION SCHEME
The Company has in place 'Jagsonpal PharmaceuticalsLimited ESOP Plan 2022'.
The details as required to be disclosed under Section62 of the Act read with Rule 12 of Companies (ShareCapital and Debentures) Rules, 2014 and Regulation 14of Securities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021(SEBI SBEBS Regulations) is attached as an 'Annexure 5'forming part of this report.
The statutory disclosures as mandated under theAct and SBEB&SE Regulation and a certificate fromSecretarial Auditors, confirming implementation of theScheme in accordance with SEBI (SBEB) & SE Regulationsand Members resolutions have been hosted on thewebsite of the Company at www.jagsonpal.com and thesame will be available for electronic inspection by theMembers during the Annual General Meeting (AGM)of the Company.
30. TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND
Pursuant to the applicable provisions of the CompaniesAct, 2013, read with the IEPF Authority (Accounting AuditTransfer and Refund) Rules, 2016 ('the Rules') all unpaidor unclaimed dividends are required to be transferredby the Company to the IEPF established by theCentral Government, after completion of seven years.Further, according to the rules, the shares in respectof which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shallalso be transferred to the demat account created by theIEPF Authority. Further the corresponding shares willbe transferred as per the requirement of the IEPF rules.
The Company advises the Shareholders by way ofreminders to encash their dividend or the sharesdeposited with the IEPF Authority. Shareholders candrop the mail at cs@jagsonpal.com for knowing theprocess to encash their dividend or shares depositedwith the IEPF Authority.
31. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no changein the nature of business of the Company.
32. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitmentsaffecting the financial position of your Companybetween the end of the financial year 2024-25 and thedate of this report.
33. SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passedby the Regulators, Courts or Tribunals during the yearunder review which would impact the going concernstatus of your Company and its future operations.
There is no proceeding pending under the Insolvencyand Bankruptcy Code, 2016 and there was noinstance of onetime settlement with any Bank orFinancial Institution.
34. CHANGE OF REGISTERED OFFICE
Subsequent to closure of financial year and pursuantto approval of board of directors on 2 June, 2025, thecompany has shifted its registered office within thelocal limits of the city in which the registered office ofthe Company is situated, i.e. from T 210 J Shahpur JatNew Delhi - 110049 to Innov8 3rd Floor, Plot No. 211,Okhla Phase-3, New Delhi-110 020. The change hasbeen duly intimated to Registrar of Companies andother Statutory Authorities.
34. OTHER DISCLOSURES
During the year under review:
• No frauds were reported by the Auditors asspecified under Section 143 of the CompaniesAct, 2013.
• The Company has not made any application underthe Insolvency and Bankruptcy Code, 2016 and noproceedings are pending under the Insolvency andBankruptcy Code, 2016 during the year.
• The Company has followed the applicableSecretarial Standards i.e., SS-1 and SS-2 issuedby the Institute of Company Secretaries of India,relating to 'Meetings of Board of Directors' and'General Meetings' respectively.
• The Company has not accepted or renewed anypublic deposits in terms of Sections 73 and 74 ofthe Act read with rules framed thereunder.
• During the year, there was no one-time settlementdone with the Banks or Financial Institutions.
• During the year under review, in accordance withthe Maternity Benefit Act, 1961 and the MaternityBenefit (Amendment) Act, 2017, the Companycontinues to ensure a supportive and inclusivework environment for all women employees. TheCompany affirms compliance with legal provisionsrelating to Maternity benefits.
Your Directors are highly grateful for all the guidancesupport and assistance received from the Governmeniof India, Governments of various states in Indiaconcerned Government Departments, StatutoryAuthorities and Banks.
Your Directors thank all the esteemed shareholderscustomers, vendors, audience and business associatefor their faith, trust and confidence reposed inyour Company.
Your Directors also wish to place on record their sincereappreciation for the dedicated efforts and consistedcontribution made by the employees at all levels, toensure that your Company continues to grow and excel
For and on behalf of the Board of Director!
Harsha Raghavar
Date: July 26, 2025 Chairmar
Place: Gurugram (DIN: 01761512]