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Dear Members,
The Board of Directors is pleased to present the Company's 27
th
(Twenty Seventh) Board Report together with the Audited Standalone and Consolidated Financial Statements of Rubicon Research Limited (formerly known as Rubicon Research Private Limited) ("the Company/Rubicon") for the financial year ended March 31, 2026 ("the Year").
1. FINANCIAL RESULTS AND STATE OF COMPANY AFFAIRS:
Financial Highlights
The key highlights of the Audited Standalone and Consolidated Financial Statements of the Company for the year in comparison with the previous financial year ended March 31, 2025 ("Previous Year"), are summarized below:
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Particulars
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Standalone
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Consolidated
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FY 2025-26
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FY 2024-25
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FY 2025-26
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FY 2024-25
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Revenue from Operations
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13,060.82
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10,738.43
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17,539.56
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12,842.72
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Other Income
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108.32
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196.81
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77.27
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36.34
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Total Income
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13,169.14
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10,935.24
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17,616.83
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12,879.06
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Less: Total Expenses
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10,641.35
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8,702.44
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14,411.49
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10,933.83
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Profit before Tax
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2,527.79
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2,232.80
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3,205.34
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1,945.23
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Less: Tax Expenses
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646.14
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557.43
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737.99
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601.62
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Profit after Tax
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1,881.65
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1,675.37
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2,467.35
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1,343.61
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Basic Earnings per share of face value of H 1/- each (In Rupees)
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11.83
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11.00
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15.52
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8.82
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Diluted Earnings per share of face value of H 1/- each (In Rupees)
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11.67
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10.82
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15.31
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8.68
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Overview of Financial Performance
The Financial Statements (standalone and consolidated) have been prepared in accordance with the provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time.
State of Company's Affairs
During the year, the Company continued its operations in ordinary course. A detailed review of the Company's operations, financial performance on both a standalone and consolidated basis and key strategic developments can be found in the Management Discussion and Analysis Report, forming part of this Annual Report.
2. INITIAL PUBLIC OFFERING
During the year, the Company successfully completed its Initial Public Offering ("IPO") and made its debut in the Indian capital markets. The IPO comprised a fresh issue of 1,03,13,058 Equity Shares of face value of H 1 each aggregating to H 5,000 million (including premium), of which 39,863 Equity Shares (under the eligible employees category) were issued at H 439 per Equity Share, i.e., at a discount of H 46 to the issue price mentioned below, and an offer for sale of 1,80,92,783 Equity Shares of face value of H 1 each by General Atlantic Singapore RR Pte. Ltd. (Promoter Selling Shareholder) aggregating to H 8,775 million, at a price of H 485 per Equity Share (including a premium of H 484 per Equity Share), aggregating to a total offer size of H 13,775 million.
The Equity Shares of the Company were listed on the BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges") with effect from October 16, 2025. The listing marked a significant milestone in the Company's growth journey, enhancing its visibility, broadening its shareholder base and providing the Company with access to the capital markets to support its future growth plans.
Axis Capital Limited, IIFL Capital Services Limited, JM Financial Limited and SBI Capital Markets Limited acted as the Book Running Lead Managers to the Issue.
The Board places on record its appreciation for the professional support extended by the Book Running Lead Managers, legal counsels, registrar, bankers to the issue and other intermediaries in ensuring the successful completion of the IPO. The Board also expresses its sincere gratitude to the Members for the overwhelming response to the IPO and for reposing their trust and confidence in the Company. The Company remains committed to enhancing shareholder value and upholding the highest standards of corporate governance and disclosure as a listed entity.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section and forms part of this Integrated Annual Report.
4. INTEGRATED ANNUAL REPORT
Pursuant to the SEBI circular dated February 6, 2017, the Company has voluntarily published an Integrated Annual Report incorporating both financial and non-financial information, prepared in line with the International Integrated Reporting Framework.
5. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")
The SEBI Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities by market capitalization. The BRSR describes the performance of the Company on environmental, social and governance aspects. In terms of amendment to Regulation 34(2)(f) of the SEBI Listing Regulations, the BRSR for the financial year 2025-26, is presented as a separate section and forms part of this Integrated Annual Report.
6. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations and the Act, a separate Corporate Governance Report for the financial year 2025-26 forms part of this Integrated Annual Report.
The Company has obtained a Certificate from M/s. SGGS & Associates, Practicing Company Secretaries, confirming
compliance with conditions of Corporate Governance as stipulated under Part E of Schedule V of the SEBI Listing Regulations. The certificate is annexed as "Annexure D" to the Corporate Governance Report.
7. DIVIDEND
In terms of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The said policy is available on the Company's website and the web-link thereto is provided under 'Policies and Codes' section forming part of the Corporate Governance Report.
Based on the Company's financial performance under its Dividend Distribution Policy and the Audit Committee's recommendation, the Board of Directors at its meeting held on May 29, 2026, recommended a Final Dividend of H 1.50 (One Rupee Fifty Paisa Only) (i.e. 150%) per equity share of H 1/- each for the year ended March 31, 2026, subject to the approval of the Members at the ensuing 27
th
Annual General Meeting ("27
th
AGM/AGM") of the Company. The dividend payout, if approved by the Members, will be done in compliance with applicable provisions of SEBI Listing Regulation and the Act.
The total dividend pay-out will be approximately H 25 crores, resulting in a payout of 13.29% of the Standalone profits after tax of the Company.
In view of the changes made under the Indian Income Tax laws, the dividend paid or distributed by the Company shall be taxable in the hands of the members. Accordingly, the Company shall make the payment of the Dividend after the deduction of tax at source to the members.
8. SUBSIDIARIES:
As on March 31, 2026, the Company has 13 subsidiaries (3 domestic subsidiaries and 10 overseas subsidiaries (including stepdown overseas subsidiaries). The Company does not have any joint venture/associate company(ies) within the meaning of Section 2(6 ) of the Act.
Changes in the Company's subsidiaries during the year and up to the date of this report are detailed below:
a. M/s. AIM RX3PL LLC, a company operating in the pharmaceutical warehousing and distribution sector, became a wholly-owned subsidiary of the Company following the acquisition of its 100% equity share capital on June 6, 2025.
b. M/s. AdvaGen SA Company, Kingdom of Saudi Arabia, was incorporated as a wholly owned subsidiary of the Company on January 13, 2026.
c. Arinna Lifesciences Limited ("Arinna") became a subsidiary of the Company following the secondary
acquisition of its 80% equity share capital on April 30, 2026. Arinna is a branded pharmaceutical marketing company based in Ahmedabad, India. Operating in the domestic market, Arinna focuses on the central nervous system (CNS) and neuro-psychiatric segments, offering a product portfolio that includes antiepileptics, antidepressants, and antipsychotics. Arinna markets its products nationwide through a dedicated field force that connects directly with doctors.
Update on Merger
To achieve operational synergies, the Board of Directors approved to proceed with the merger of M/s. KIA Health Tech Private Limited, a wholly owned subsidiary, with the Company via the fast-track merger route, subject to the approval of the Members, the Regional Director, and other statutory and regulatory authorities, as applicable. The Board approved the Scheme of Merger on July 20, 2026, and the same will be placed before the Members for approval at the forthcoming Annual General Meeting. The proposed merger is not expected to have any material impact on the Company's financial position.
Statutory Disclosures:
Pursuant to Section 129(3)of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 forms part of the Integrated Annual Report. This statement highlights the financial position, performance and overall contribution of each entity to the Company during the year.
Additionally, the consolidated financial statements in this annual report incorporate the financial results of these subsidiaries. Copies of their standalone financial statements are available in the investor section of the Company's website and can be accessed at
.
Material Subsidiary:
The Company has a policy for determining material subsidiaries and the said policy is available on the Company's website and the web-link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report.
Based on the evaluation parameters prescribed under the SEBI Listing Regulations and the Company's Policy on Material Subsidiary, AdvaGen Pharma Ltd., a step- down subsidiary of the Company, has been identified as a Material Subsidiary as on March 31, 2026.
9. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2026, stood at H 16,50,92,124/- (Rupees Sixteen Crores Fifty Lakhs Ninety-Two Thousand One Hundred and
Twenty-Four Only) divided into 16,50,92,124 Equity Shares of H 1/- (Rupee One Only) each.
During the year, the Company's share capital increased on account of the following allotments:
a) Allotment pursuant to Initial Public Offer: The
Company issued and allotted 1,03,13,058 Equity Shares of H 1/- (Rupee One Only) each on October 14, 2025, pursuant to its Initial Public Offer.
b) Allotment under Employee Stock Option Scheme - 2022: The Company issued and allotted 3,10,575 and 3,41,815 Equity Shares of H 1/- (Rupee One Only) each to the eligible employees on September 11, 2025 and March 31,2026 respectively, pursuant to the exercise of options granted under the Rubicon Research Limited - Employee Stock Option Scheme - 2022.
The Equity Shares so allotted rank pari passu with the existing Equity Shares of the Company in all respects.
Further, during the year, the Company has neither issued shares with differential rights as to dividend, voting, or otherwise nor has issued sweat equity under any scheme.
10. EMPLOYEE STOCK OPTION PLAN:
Objective of the Scheme
To attract and retain top-tier talent, the Company has instituted the Rubicon Research Limited Employee Stock Option Scheme-2022 ("ESOS 2022"), formulated under the Rubicon Employee Stock Option Plan 2019 ("Master Plan"). The Scheme is designed to link employee performance directly with Company ownership, thereby fostering a motivated workforce and enhancing the Company's financial performance through increased productivity and shared accountability.
Approval History
The Members had approved the Master Plan for granting ESOPs to employees at the Extra-Ordinary General Meeting held on April 4, 2019. Currently, ESOS 2022 is the only active scheme under the Master Plan.
Amendments in alignment with SEBI Regulations
On July 24, 2024, the Board of Directors amended the Master Plan and ESOS 2022 to align them with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations").
Post-IPO Ratification by Members
Following completion of the IPO, the Members of the Company, by way of a resolution dated December 7, 2025, passed through postal ballot, approved the following:
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Ratification of the Master Plan and ESOS 2022, in compliance with Regulation 12(1)(ii) of the SEBI SBEB Regulations;
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Extension of the Master Plan and ESOS 2022 to the Company's subsidiaries.
The certificate from the Secretarial Auditor of the Company confirming that the aforesaid Scheme has been implemented in accordance with the SEBI SBEB Regulations and Shareholders resolution will be available for inspection by the Members during the forthcoming AGM of the Company.
Disclosures required under Regulation 14 of the SEBI SBEB Regulations, read with the applicable provisions of the Act, in relation to ESOS 2022, is available on the Company's website at
.
New Scheme approved after the Balance Sheet Date
Following the year end, the Board of Directors, at its meeting held on May 29, 2026 based on the recommendation of the Nomination and Remuneration Committee, approved the formulation and adoption of the Rubicon Research Limited - Employees Stock Option Scheme 2026 ("Scheme 2026"), for grant of stock options to eligible employees of the Company and its subsidiaries, covering up to 24,84,415 Equity Shares of H 1/- each (including 6,72,162 shares representing the unutilised pool under ESOS 2022), subject to the approval of the Members and other applicable regulatory approvals. Detailed particulars of Scheme 2026 are disclosed in the accompanying Notice of the AGM.
11. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
The Company upholds its responsibility towards society and continuously strives to support and uplift the communities it serves. The Company's main areas of CSR focus are health and wellness, sanitation and education, among others. The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
The Annual Report on CSR initiatives, Committee composition, salient features of the CSR policy including changes therein, etc. as required under Section 135 of the Act is annexed to this Report as "Annexure I". The said policy is available on the Company's website and the web-link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report.
12. BOARD OF DIRECTORS:
The Board of Directors comprises of distinguished professionals with diverse backgrounds, skills, experience and expertise, collectively contributing to the overall effectiveness and governance of the Board.
As on March 31, 2026, the Board of Directors consists of 8 (eight) Directors, of which 6 (six) are Non-Executive Directors [including 4 (four) Independent Directors] and 2 (two) Executive Directors. The Board constitution is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.
The brief profiles of Directors, details of the Board and Committee composition, tenure of Directors, areas of expertise are provided in the Corporate Governance Report, which forms part of this Report.
Changes in Board Composition during the year
Mr Parag Sancheti (DIN: 07686819) was appointed as Director of the Company liable to retire by rotation at the 26
th
AGM.
Dr. Pradnya Nandkumar Saravade (DIN: 08472973) was appointed as an Independent Woman Director of the Company for a term of three consecutive years commencing February 3, 2026, to February 2, 2029.
Mr. Anand Agarwal (DIN: 06481297), Non-Executive Director nominated by General Atlantic Singapore RR Pte Ltd, resigned with effect from close of business hours on February 3, 2026.
Director liable to Retirement by Rotation
In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Pratibha Pilgaonkar (DIN: 00401516), Managing Director of the Company, is liable to retire by rotation at the ensuing 27
th
AGM and being eligible offered herself for re-appointment. On the recommendation of the NRC, the Board of Directors recommends her reappointment as a Director, liable to retire by rotation. The detailed proposal for re-appointment forms part of Notice of 27
th
AGM.
Special Director Nomination Rights
Pursuant to the Shareholders' Agreement dated March 15, 2019 among the Company, General Atlantic Singapore RR Pte. Ltd., Management Shareholders and Employees and Consultants (as amended by the Waiver cum Amendment Agreement dated July 30, 2024, and subsequent
Addendums for Adherence and waiver letters), all special rights available to the aforesaid shareholders under Part B of the Articles of Association stood terminated with effect from the consummation of the IPO, except for the following director nomination rights:
a) General Atlantic Singapore RR Pte. Ltd. ("Investor") - right to nominate up to 3 directors on the Board; and
b) Mr. Sudhir Dhirendra Pilgaonkar, Mrs. Pratibha Sudhir Pilgaonkar, Mr. Parag Suganchand Sancheti, Mrs. Surabhi Parag Sancheti, and Terentia Venture Partners (collectively, "Management Shareholders") - right to nominate up to 2 directors on the Board.
These nomination rights will cease if the shareholding of the Investor (including its Affiliates) or the Management Shareholders, as applicable, falls below 10% of the Company's fully diluted share capital, and are subject to approval by way of a special resolution of the Members.
The above rights were ratified by the Members through a Special Resolution passed by Postal Ballot on December 7, 2025.
Declarations and Confirmations
AH Independent Directors have confirmed to the Company that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have further confirmed compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including registration on the online databank maintained by the Indian Institute of Corporate Affairs. Each Independent Director has also affirmed compliance with the Code of Conduct for Independent Directors prescribed under Schedule IV of the Act.
The Board has taken these declarations on record after due assessment of their veracity and is of the opinion that all Independent Directors are independent of the management, fulfil the applicable conditions under the Act and the SEBI Listing Regulations, and that there has been no change in circumstances affecting their status as Independent Directors during the year.
Based on the declarations received, none of the Director is disqualified under Section 164 of the Act, or debarred or disqualified from holding office as a Director by SEBI, the Ministry of Corporate Affairs, or any other statutory or regulatory authority. In the opinion of the Board, all Directors, including the Director appointed during the year, possess the requisite qualifications, experience and expertise and hold high standards of integrity.
Board Evaluation
In compliance with the Act and the SEBI Listing Regulations, the Board conducted a comprehensive evaluation of its own performance, that of individual Directors (including the Chairperson), the Independent Directors and the effectiveness of its Committees, through structured questionnaires, with outcomes deliberated upon by the NRC and the Board. Further details are provided in the Corporate Governance Report which forms part of this Report.
Familiarization Programme for the Independent Directors
In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company periodically conducts Familiarisation Programme(s) for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programmes for the Independent Directors are available on the Company's website and the web-link thereto is provided in the Corporate Governance Report, which forms part of this Report.
Meetings of Board of Directors
The Board met fourteen (14) times during the year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days.
The details of the meetings and attendance of directors are furnished in the Corporate Governance Report, which forms part of this Report.
Committees of the Board
As on March 31, 2026, the Board has the following five (5) statutory committees:
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Audit Committee;
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Nomination and Remuneration Committee;
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Stakeholders Relationship Committee;
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Risk Management Committee; and
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Corporate Social Responsibility Committee.
The Board constituted an IPO Committee for considering the matters related to the IPO.
Details regarding the composition, terms of reference, and meetings of the Committees are provided in the Corporate Governance Report, which forms part of this Report. During the year, all recommendations made by the Board Committees, including the Audit Committee, were duly considered and accepted by the Board.
13. KEY MANAGERIAL PERSONNEL ("KMP")
As on March 31, 2026, the following person have been designated as KMP of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
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Sr.
Name
No
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Designation
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1. Mrs. Pratibha Sudhir Pilgaonkar
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Managing Director
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2. Mr. Parag Suganchand Sancheti
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Executive Director & Chief Executive Officer
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3. Mr. Nitin Jajodia
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Chief Financial Officer
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4. Mrs. Deepashree Tanksale
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Company Secretary & Compliance Officer
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During the year, Mr. Pratik Umesh Shah resigned as the Company Secretary and KMP of the Company effective July 30, 2025. Mrs. Deepashree Tanksale was appointed as a Company Secretary, Compliance Officer and KMP of the Company effective July 30, 2025.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5 ) read with Section 134(3)(c) of the Act, concerning the Directors' Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the annual accounts of the Company for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures from the same;
ii. 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 at March 31, 2026 and the profit of the Company for the year ended on that date;
iii. the 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;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. 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; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. NOMINATION AND REMUNERATION POLICY
The Company has in place a Nomination and Remuneration Policy ("NRC Policy"), which sets out the process for the selection, appointment, and remuneration of Directors, Key Managerial Personnel and Senior Management employees, along with other matters as provided under Section 178(3)of the Act.
The salient features of the NRC Policy are as follows:
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Lays down the criteria and terms and conditions for identifying persons qualified to become Directors (Executive and Non-Executive, including Independent Directors), Key Managerial Personnel, and persons who may be appointed to Senior Management positions.
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Provides a framework for the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, aligned with the Company's business strategies, values, key priorities and goals.
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Ensures that rewards are directly linked to the effort, performance, dedication and achievement of the Company's targets by employees.
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Lays down approach for the Board Diversity.
The said policy is available on the Company's website and the web-link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report, which forms part of this Report.
16. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other particulars required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as "Annexure II".
The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12 ) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection. Members interested in obtaining a copy of the same may write to the Company at
.
17. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The Audit Committee reviewed the internal financial controls which ensured that the Company's accounts were properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards and laws. The Statutory and Internal Auditors have confirmed that there was no material weakness in the internal financial controls during the year.
The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment. The Company has adequate internal control procedures commensurate with the size, nature and complexity of its operations.
18. RISK MANAGEMENT
The Company has adopted a robust governance structure to address risks associated with the business and industry in which it operates, anchored by the constitution of a Risk Management Committee and a comprehensive Risk Management Policy. Risk assessment and mitigation are
treated as continuous, integral components of business operations, with the Company remaining committed to proactively identifying, evaluating and mitigating risks that could impact its business objectives. To strengthen this framework, the Committee has engaged an external professional firm to support the management team in identifying, monitoring and mitigating key risks. The said policy is available on the Company's website and the web-link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report, which forms part of this Report.
The Risk Management Committee is responsible for identifying significant risks facing the Company, formulating and implementing appropriate mitigation strategies, and regularly monitoring both these risks and the effectiveness of the corresponding mitigation plans. The Committee also prioritises risks based on their potential impact on the Company's operations, financial performance and reputation. Major risks identified across businesses and functions are systematically addressed through ongoing risk management actions, and the Board is periodically apprised of key business risks and the measures taken to manage them effectively. There is no element of risk which in opinion of the Board threatens the existence of the Company.
19. AUDITORS AND THEIR REPORTS
Statutory Auditor
In accordance with the provisions of the Act, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, bearing FRN: 117366W/W-100018, were re-appointed as the Statutory Auditors of the Company at the 26
th
AGM held on September 13, 2025, for a second term of 5 (five) years to hold office from the conclusion of the 26
th
AGM held in the financial year 2025-26 till the conclusion of 31
st
AGM to be held in the financial year 2030-31. The Auditor's Report for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark.
The Auditors have confirmed their eligibility limits as prescribed in the Act, and that they are not disqualified from continuing as Auditors of the Company.
Secretarial Auditor
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the amendments to Regulation 24A of the SEBI Listing Regulations, the appointment of the Secretarial Auditor is required to be approved by the Members of the Company.
In line with these requirements, and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on February 3, 2026, approved the appointment of M/s. BNP & Associates, Company Secretaries (Firm Registration Number: P2014MH037400
and Peer Review No. 7353 / 2025), as Secretarial Auditors of the Company. Shareholder approval was obtained and proposed to be obtained are as follows:
•
Appointment for FY 2025-26: As a matter of abundant caution, the Company obtained shareholders' approval by way of an ordinary resolution dated March 15, 2026, passed through postal ballot, thereby reinforcing its commitment to transparency and the highest standards of governance.
•
Appointment for FY 2026-27 to FY 2029-30: The Board approved and recommended to the Members the continuation of the appointment for the remaining four years of the first five-year term, in compliance with Regulation 24A(2) of the SEBI Listing Regulations. This item forms part of the Notice of the ensuing AGM.
The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is annexed as "Annexure III" to this report. There is no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.
Further, in compliance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26, issued by the Secretarial Auditor, was submitted to the Stock Exchanges within the prescribed statutory timelines and made available on the Company's website at
.
Secretarial Audit Report of Material Subsidiaries
The Company does not have any material subsidiary incorporated in India. Accordingly, the provisions relating to the secretarial audit of material subsidiaries and the submission of the Secretarial Audit Report under Regulation 24A(1) of the SEBI Listing Regulations are not applicable.
The Statutory and Secretarial 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 this Report.
Cost Auditor
The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act, read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, and such accounts and records are accordingly made and maintained by the Company.
However, in terms of Rule 4(3)(i) of the Companies (Cost Records and Audit) Rules, 2014, the requirement for cost audit does not apply to the Company as its revenue from exports, in foreign exchange, exceeds seventy-five per cent of its total revenue.
Internal Auditor
The Board of Directors, on the recommendation of the Audit Committee, appointed Protiviti India Member Private
Limited as the internal Auditors of the Company to conduct the internal audit for the Financial Year 2025-26 and FY 2026-27. The Internal Auditors have been entrusted with evaluating the adequacy and effectiveness of the Company's internal control systems, risk management framework and governance processes across its manufacturing, research and development, quality assurance, supply chain and commercial functions. Given the nature of the Company's operations in the pharmaceutical sector, the internal audit scope places particular emphasis on compliance with regulatory requirements under applicable laws, statutory and regulatory guidelines prescribed by drug control authorities, both domestic and international, as applicable to the Company's operations.
The internal audit program covers, inter alia, review of process controls at manufacturing facilities, validation of data integrity in quality control and R&D documentation, assessment of procurement and inventory management practices, evaluation of controls over trade receivables and payables, and review of information systems and cybersecurity controls. The Internal Auditors also assess the Company's adherence to SOPs, regulatory filings and product recall and pharmacovigilance mechanisms, where applicable.
The internal audit is conducted based on a risk-based audit plan approved by the Audit Committee at the beginning of the year, covering key business units, plants and corporate functions on a rotational basis.
The Internal Auditors submit their reports on a quarterly basis, highlighting significant observations, control gaps and recommendations for improvement, along with management's response and proposed timelines for remediation. These reports, along with the status of implementation of previous recommendations, are reviewed by the Audit Committee at its quarterly meetings.
The Audit Committee reviews the adequacy and effectiveness of the internal audit function, discusses significant audit findings with the Internal Auditors and the management and ensures that corrective actions are taken on areas requiring improvement. The Board is of the view that the Company has an adequate internal financial control system, commensurate with the size, scale and complexity of its operations and the same is operating effectively.
20. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES
Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, as applicable, are set out in Notes to the Standalone Financial Statements of the Company.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements and transactions entered by the Company with related parties during the year were in the ordinary course of business and on an arm's length basis. Prior approval of the Audit Committee was obtained for all related party transactions, wherever applicable. Audit Committee grants omnibus approval for transactions which are regular and routine in nature as per the criteria approved by the Board and special or event-based transactions are approved separately by the Audit Committee in line with the Company's Policy on Related Party Transaction Policy. The said policy is available on the Company's website and the web- link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report, which forms part of this Report.
A statement detailing all related party transactions entered into pursuant to the omnibus approval, along with relevant supporting information, is updated and placed before the Audit Committee for review on a quarterly basis. The details of the related party transactions have been provided in the Standalone and Consolidated Financial Statements.
During the year, no material related party transactions were entered in accordance with the Act and the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. Accordingly, the disclosure of related party transactions in "Form AOC- 2" is not applicable.
22. STATEMENT OF DEVIATION(S) OR VARIATION(S)
Pursuant to Regulation 32 of the SEBI Listing Regulations, the Company confirms that there has been no deviation or variation in the objects of its IPO, as stated in the Prospectus dated October 13, 2025. The quarterly Monitoring Agency Reports issued by India Ratings & Research Private Limited regarding the utilization of proceeds from the IPO are available on the Company's website at
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As per the Prospectus, H 4,712.74 million from the Net Proceeds was earmarked for identified objects. As on March 31,2026, H 3,236.46 million had been utilised, leaving a balance of H 1,476.28 million unutilised and held in fixed deposits/monitoring accounts.
Based on the Audit Committee's recommendation, the Board approved a one-year extension of the utilisation timeline, up to March 31, 2027, in view of ongoing debt-repayment negotiations with lenders, continued evaluation of inorganic growth opportunities and the need for flexible deployment towards general corporate purposes. This extension does not alter the objects of the issue and accordingly, did not require shareholder approval.
Further details are provided in Note No. 51 to the Standalone Financial Statements.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as 'Annexure IV' to this Report.
24. ANNUAL RETURN
The Annual Return of the Company in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at
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25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has in place a robust Vigil Mechanism and Whistle-blower Policy in line with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.
The Whistle Blower/Vigil Mechanism encourages employees and stakeholders to report genuine concerns or grievances. The mechanism includes adequate safeguards against victimization of whistleblowers and in appropriate or exceptional cases, provides direct access to the Chairperson of the Audit Committee. The Audit Committee oversees the effective functioning of this mechanism. During the year, no personnel were denied access to the Audit Committee and no complaints were received.
The said policy is available on the Company's website and the web-link thereto is provided under the Section 'Policies and Codes' forming part of the Corporate Governance Report.
26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to fostering a safe, respectful, and inclusive work environment for all employees and maintains a zero-tolerance approach towards any form of harassment, including sexual harassment. The Management continually endeavours to create and sustain a workplace that is free from discrimination, harassment, and intimidation, thereby promoting dignity and equal opportunity for all individuals.
In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The policy aims to ensure a conducive work environment and provides a
robust framework for addressing complaints of sexual harassment. The said policy is available on the Company's website and the web-link thereto is provided under the 'Policies and Codes' section forming part of the Corporate Governance Report.
The Company has duly complied with the statutory requirements relating to the constitution of the Internal Complaints Committee ("IC") under the POSH Act and no complaints were received or pending during the year.
27. OTHER DISCLOSURES:
During the year:
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There was no change in the nature of business of the Company;
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No amount was proposed to be transferred to the Reserves;
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No significant or material order was passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future;
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There was no instance of the Company failing to implement any corporate action within the statutory time limit;
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There were no amounts due and outstanding for credit to the Investor Education and Protection Fund as on March 31, 2026;
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There were no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016;
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There was no instance of one-time settlement with any Bank or Financial Institution;
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There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the year and the date of this report;
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The Company did not accept any deposits from the public/members during the year within the meaning of sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31,2026;
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The Company complied with all the applicable provisions of the Maternity Benefit Act, 1961 along with the relevant provisions of the Code on Social Security, 2020 insofar as they relate to maternity benefit to the extent notified; and
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The Company complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.
28. ACKNOWLEDGEMENT:
The Board of Directors places on record its sincere gratitude to the Government for its continued support. The Board acknowledges with appreciation the valuable guidance, assistance, cooperation and encouragement received from the Ministries, Governments, various regulatory authorities, financial institutions, banks, business partners, Members, healthcare professionals and all other stakeholders.
The Directors also extend their heartfelt gratitude to the Members and investors for their continued trust, confidence and support, which remain a source of strength and encouragement for the Company.
The Board further expresses its deep appreciation for the commitment, dedication and relentless efforts of the Company's employees, whose contributions continue to play a vital role in the Company's growth and success.
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Sd/-
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Pratibha Pilgaonkar
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Managing Director
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DIN:00401516
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Sd/-
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Parag Sancheti
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Executive Director & CEO
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DIN:07686819
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Date: July 20, 2026
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Place: Mumbai
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For and on behalf of the Board of Directors
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Rubicon Research Limited
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(formerly known as Rubicon Research Private Limitedl
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