Ambalal Sarabhai Enterprises Ltd Directors Report

To

The Shareholders

The Directors hereby present their 47th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2025.

(Rs. in Crores)

	2024-25	2023-24
(Consolidated Accounts)
Turnover (Net)	196.19	173.57
Other Income	11.38	10.38
Total Income	207.57	183.95
Financial Cost	4.26	3.76
Depreciation	4.01	3.57
Profit/Loss before extra-ordinary Income	11.19	9.36
Net Profit/ (Loss) before
Exceptional Items & Taxation	11.83	6.65
Net Profit (Loss)	4.93	5.68

Your directors regret their inability to recommend payment of any dividend.

Consolidated Results:

The company has demonstrated an increase in both turnover and net profit, reflecting strong operational and financial performance. Looking ahead, the company remains committed to achieving even greater milestones.

Its focused subsidiaries have recorded significant progress in key areas including Active Pharmaceutical Ingredients (API) manufacturing, Molecular Diagnostics, niche Effervescent products, and the development of indigenously manufactured testing instruments under the "Made in India" initiative.

Maintaining a clear emphasis on disease-based solutions, the company continues to leverage its robust technological capabilities in both healthcare and electronics. These competencies are expected to serve as key growth drivers in the years to come.

Asence Group:

Asence Inc., a wholly – owned subsidiary of the Company, specializes in the supply of quality pharmaceutical preparation (Finished Dosage Forms and Active Pharmaceutical Ingredients) to the international markets.

Asence is developing some novel products for the European and US markets using the infrastructure of the group companies.

Asence through its operations in India and USA, markets and distributes pharmaceutical preparations worldwide and has more than 100 registered products internationally with an impressive pipeline and capability for development of new medicines.

The new Oncology and Synthetic API plant at Ranoli, Vadodara has filed for European and US regulatory accreditations.

The new API plant is set up to meet all domestic and international regulatory standards and will manufacture niche molecules that have a global requirement.

Sarabhai Chemicals (India) Pvt. Ltd.:

Sarabhai Chemicals, a subsidiary Company, has made inroads in the domestic market with key strategic products in Oncology, Infertility and Uro-gynaec areas.

The NCLT has approved scheme of arrangement in the nature of demerger and vesting of the oncology and profertility division of SCIPL in to Asence Pharma Private Limited wide order dated 25.10.2024.

It has entered in to a marketing tie-up with an external company to boost its sales.

Suvik Hitek Pvt. Ltd.:

Suvik, a wholly owned subsidiary of the Company, is manufacturing Pharmaceuticals products and marketing Generics and Veterinary products in the domestic market.

Synbiotics Limited:

Synbiotics is a USFDA inspected manufacturing Company in the fermentation area. It manufactures an antifungal active ingredient – Amphotericin B product which has an expanding global market.

Systronics (India) Limited:

It has two divisions Systronics & Telerad.

SYSTRONICS is a leading manufacturer of Analytical and Test & Measuring instruments distributing its products across India. It has various new products launched/in the pipeline and are progressing well in the Indian market.

TELERAD is one of the oldest representatives of SONY in India and promotes Broadcast and Professional Video/ Audio products of various International Companies across India. Roland, Sennheiser, Haivision and many other International agencies have alliances with Telerad.

Sarabhai M. Chemicals Ltd.:

Sarabhai M Chemicals Ltd, a wholly owned subsidiary company is increasing its Vitamin C coated products manufacturing.

Joint Venture Companies:

Vovantis Laboratories Pvt. Ltd.:

Vovantis, a joint venture Company has a USFDA approved manufacturing plant in Ranoli. Its effervescent and general products have an increased focused in the USA and European markets. Its products are sold worldwide.

CoSara Diagnostics Pvt. Ltd.:

CoSara, a joint venture company, has the exclusive manufacturing rights in India for the complete menu of its US partner – Co-Diagnostics Inc. infectious disease molecular diagnostics kits.

The company has invested in a portable and affordable PCR machine that can test for Tuberculosis (TB) and Human Papilloma Virus (HPV) in an effective and easy way and can be the perfect solution for large scale screening. Currently it has more than fifteen IVD approved Molecular tests manufactured at its plant in Ranoli, Gujarat and sold across India and exported as well.

Corporate Governance:

Pursuant to provisions of SEBI (LODR), Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Annual Report.

Subsidiaries:

The Company has 8 (eight) subsidiaries and 2 (two) joint ventures and one associate company. Their performance is integrated in the consolidated accounts.

Consolidated Financial Statement:

In compliance of the Accounting Standard AS-21 on Consolidated Financial Statement, the Consolidated Financial Statements, which form part of the Annual Report and Accounts, are attached herewith.

Directors and Key Managerial Personnel:

The Board of Directors consists of 10 (Ten) members, of which 5 (five) are Independent Directors, 3 (three) executive directors and 2 (two) nominee directors. The Board includes two Woman Directors. The Board consists of Mr. Kartikeya V. Sarabhai (Executive Chairman), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Five Independent Directors, Mr. Brijesh Khandelwal, Mr. Govindprasad Namdeo, Mr. Mayur Swadia, Dr. Pushpa Robin and Mr. Satyen Dave and two Nominee Directors, Mr. Ajay Mayor and Mr. Bharatendu Jani.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Kartikeya V. Sarabhai –(Executive Director), Mr. Mohal K. Sarabhai (Managing Director), Ms. Chaula M. Shastri (Whole-time Director), Mr. Jinal Shah (Chief Financial Officer) and Ms. Disha M. Punjani (Company Secretary); are the Key Managerial Personnel of the Company.

During the financial year 2024-25, Mr. Navinchandra Patel (CFO) resigned w.e.f. 29.06.2024 and Mr. Jinal Shah was appointed as CFO of the Company w.e.f. 26.07.2024.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mohal K. Sarabhai (DIN: 00334441) is the director retiring by rotation and being eligible has offered himself for re-appointment. Pursuant to Regulation 36 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)") read with Secretarial Standard-2 on General Meeting, brief profile of the Director re-appointed is appended to the Notice of Annual General Meeting.

Declaration by Independent Directors:

The Independent Director have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Annual Evaluation:

The Board of Directors has carried out an annual Evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under Listing Regulation.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of the Committees Meeting, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors including the Chairman and other Executive and Non-Executive Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. NRC found their performance satisfactory.

Particulars of Loans, Guarantees or Investments:

Information regarding loans, guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related Party Transactions:

Since all the related party transactions are carried out in the ordinary course of business on arms length basis such transactions entered into by the Company during the financial year did not attract the provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. However a disclosure in this regard is provided in Annexure-A.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

During the year 2024-25, pursuant to Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 all RPTs were placed before Audit Committee for its prior/ omnibus approval.

Material Changes and Commitments:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Number of Meetings of the Board:

There were 4 (Four) Meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Extract of Annual Return:

Extract of Annual Return is available on the website of Company www.ase.life

P o l i c y o f D i r e c t o r s A p p o i n t m e n t a n d Remuneration and other details:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been followed by Nomination and Remuneration Committee or Key Managerial Personnel. They have fixed criteria for appointment of directors and Key Managerial Persons. Every year their performance is evaluated by the Committee and accordingly suitable recommendations are made.

Internal Financial Control Systems and their adequacy:

The Company has an Internal Control System commensurate with size, scale and complexity of its operations. The Company has appointed an Independent Internal Auditor who carries out Internal Auditing works according to policies and rules framed to monitor and control financial transactions within the Company and submits his report at every quarter which is put before the Audit Committee for their perusal.

Audit Committee:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Risk Management:

The Audit Committee of the Company is assigned the task to frame, implement and monitor the risk management plan of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Corporate Social Responsibility (CSR):

During the year under review the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

Particular of Employees:

The information required U/s. 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 will be provided upon request in terms of section 136 of the Act, the reports and accounts are being sent to the members and other excluding the information on employees particulars, which is available for inspection by members at the registered office of the Company during 2:00 p.m. to 4:00 p.m. on working days of the Company up to the date of AGM. If any Member is interested in obtaining a copy thereof, he/she may write to Secretarial Department of the Company. There is no employee drawing salary in excess of limit prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fixed Deposits:

The Company has not accepted any fixed deposit during the year neither there was any unpaid/unclaimed amount of deposit at the beginning of the year or at the end of the year.

Details of Significant Orders passed by Regulators or Courts:

There is no significant or material order passed by any Regulators or courts during the financial year.

Disclosure Pursuant to section 197(14) of the Companies Act 2013

Mr. Mohal K. Sarabhai, Managing Director is paid Re. 1/- per month as a token for Ambalal Sarabhai Enterprises Limited and he is drawing remuneration from Asence Pharma Private Limited, Synbiotics Limited, Systronics India Limited and Asence INC, USA. Other than him no Whole time director of the Company was in receipt of any remuneration/ commission from the companys holding/ subsidiary companies during the financial year.

Details of Establishment of Vigil Mechanism:

The Company has formulated Whistle Blower policy to establish a vigil mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspended fraud or violation of Companys code of conduct policy.

Details under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has established Internal Complaints Committee to redress the complaints received from any woman employee of the Company as required under the provisions of the Act.

Fraud Reporting:

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

Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo required to be given, are given in the Annexure to this Report in the prescribed format.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31.03.2025 and of the profit of the Company for the year ended on that date.

c) 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.

d) The Directors have prepared the annual accounts on a ‘going concern basis.

e) The Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Business Responsibility Report (BRR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting is not applicable to the Company.

Insurance:

Building, Plant and Machinery and Stocks, have been adequately insured.

Auditors: -

(A) Internal Auditors

M/s. Gautam Joshi and Co LLP (Formerly known as Gautam Joshi & Co.) Chartered Accountants has been appointed as Internal Auditor for the Financial Year 2024-25. The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) Statutory Auditors

Pursuant to section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Sorab S. Engineers & Co. Chartered Accountants, (Firm Registration No. 110417W), are appointed as Auditors by the Members in the AGM held on 21.09.2022 to hold office until the conclusion of 47th Annual General Meeting, to be held in the year 2027.

The Statutory Auditors comment on your Companys account for the year ended March 31, 2025 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

(C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. RPSS & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report issued is appended to this report as annexure. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is self-explanatory and need no further clarification.

Acknowledgement:

Your Directors would like to take opportunity to express their deep sense of gratitude to the Banks, Government Authorities, Customers and Shareholders for their continuous guidance and support. Further they would also like to place on record their sincere appreciation for dedication and hard work put in by one and all Members of Sarabhai Pariwar including workers.

	For and on behalf on the Borad
	Kartikeya V. Sarabhai
	Chairman
Date : 30.05.2025
Place : Vadodara