Cohance Lifesciences Ltd Directors Report

To

The Members of

Cohance Lifesciences Limited

(formerly, Suven Pharmaceuticals Limited)

The Board is pleased to present its 8^th Annual Report together with the audited standalone and consolidated financial statements for the year ended 31^st March 2026.

Financial highlights

	Standalone	Consolidated
Particulars	Financial year 20Financial year 2024-25	Financial year 2025-Financial year 2024-25
Revenue from operations	2,030.50	2,504.43	2,268.55	2,608.50
Other income	44.73	64.84	34.09	69.21
Total income	2,075.23	2,569.27	2,302.64	2,677.71
Expenses
Operating expenditure	1,605.56	1,736.00	1,871.03	1,827.22
Depreciation and amortization expense	133.58	146.51	187.33	166.80
Total expenses	1,739.14	1,882.51	2,058.36	1,994.02
Profits before finance costs and tax	336.09	686.76	244.28	683.69
Finance costs	22.46	36.70	37.24	41.06
Profit before tax	313.63	650.06	207.04	642.63
Tax expense	84.92	158.88	56.92	158.39
Profit for the year	228.71	491.18	150.12	484.24
Net profit attributable to:
a) Shareholders of the Company	N.A.	N.A.	179.23	487.34
b) Non-controlling interest	N.A.	N.A.	(29.11)	(3.10)
Other Comprehensive Income
Items that will not be reclassified to profit or loss	2.05	0.44	96.78	8.58
Income tax relating to items that will not be reclassified to profit or loss	(0.52)	(0.11)	(26.56)	(2.49)
Items that will be reclassified subsequently to profit or loss	(7.43)	-	28.82	6.81
Total Other Comprehensive Income / (Loss) for the year	(5.90)	0.33	99.04	12.90
Total Comprehensive Income for the year	222.81	491.51	249.16	497.14
Retained earnings - opening balance	2,739.59	2,248.08	2,084.25	2,246.14
Add: Comprehensive Income for the year excluding cash flow hedge	230.24	491.51	180.81	487.51
Less: Dividend paid	-	-	-	-
Liability towards obligation to acquire noncontrolling interest	-	-	2.26	(649.42)
Retained earnings - closing balance	2,969.83	2,739.59	2,267.32	2,084.25
Earnings per Share (EPS)	5.98	12.89	4.69	12.79

Note: Standalone figures for FY 2024-25 have been restated in view of merger of erstwhile Cohance Lifesciences Limited with the Company effective from 1^st May 2025.

Overview

During the financial year 2025-26, the Company recorded standalone revenue from operations of C 2,030.50 crore compared with C2,504.43 crore in FY2024-25. Standalone profit after tax was C228.71 crore compared with C491.18 crore in the previous year.

On a consolidated basis, revenue from operations was C2,268.55 crore compared with C2,608.50 crore, representing a decline of 13.0%. Profit for the year was C 150.12 crore compared with C484.24 crore in FY2024-25. Profit attributable to shareholders of the Company was C179.23 crore.

FY2025-26 needs to be viewed in the context of a transition year for the business. Performance was shaped by customer-led inventory normalisation in two large commercial Pharma CDMO products contributing nearly C260 crore, delays in certain reloads and programme timelines, product-specific softness in API+, and the temporary disruption arising from regulatory remediation at the Nacharam formulations facility. Specialty Chemicals was also affected by programme phasing and generic pricing pressure in parts of the portfolio. Excluding the destocking impact in Pharma CDMO, the decline in consolidated revenue was 3.5%, indicating that the wider business remained relatively steady through these near-term adjustments.

The combined CDMO businesses contributed 52% of consolidated revenue, with Pharma CDMO contributing 39% and Specialty Chemicals 13%, while API+ contributed 48%. Pharma CDMO remains the Companys strategic growth engine, supported by 10 Phase III molecules, RFQs inflows that doubled during the year, and continued progress across small molecules, ADCs and oligonucleotides. Customer engagement also strengthened, alongside deeper capabilities across business development, quality, regulatory, R&D and operations. The Companys focus remains on deepening relationships with existing customers, expanding its customer base and unlocking cross-platform opportunities across its integrated capabilities.

The quality of the portfolio continued to be reflected in gross margins, which improved by 209 basis points to 70.8%. Adjusted EBITDA for the year was C477.5 crore, representing a margin of 21.0%. The reduction from the previous year was largely a consequence of the change in product mix, lower operating leverage and the consolidation of NJ Bio and Sapala Organics while these platforms continue to scale. The Company also continued to invest in leadership, customer-facing teams, technical capabilities and execution infrastructure. The standalone-adjusted EBITDA margin of 24.6% provides a clearer reflection of the earnings profile of the core operations.

Importantly, the Company managed the transition while preserving balance sheet strength and financial flexibility.

Free cash flow of C173.0 crore was generated during the year, while capital expenditure of C215.4 crore was directed towards the oligonucleotide facility at Nacharam, capacity expansion at Suryapet and high-containment capability upgrades. As at 31 March 2026, cash and liquid investments stood at C322.4 crore, gross borrowings were C169.7 crore and the Company remained net cash positive at C152.7 crore.

Merger of erstwhile Cohance Lifesciences Limited with and into Suven Pharmaceuticals Limited

Pursuant to the Scheme of Amalgamation sanctioned by the Honble NCLT, Mumbai Bench on March 27, 2025, the Amalgamation of erstwhile Cohance Lifesciences Limited (Transferor Company) with the Company became effective on 1⁵¹ May 2025. Accordingly, the amalgamation was implemented with effect from the Appointed Date and Effective Date of 1^st May 2025.

Change of name of the Company

The Companys name was changed from "Suven Pharmaceuticals Limited" to "Cohance Lifesciences Limited" with effect from 7^th May 2025, pursuant to the Scheme of Amalgamation and approval of the Ministry of Corporate Affairs.

Dividend

The Board of Directors of the Company has not recommended any dividend for the year ended 31^st March 2026.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy of the Company is available on its website and can be accessed at https://www.cohance.com/wp-content/uploads/2025/06/ dividend-distribution-policy.pdf

Transfer to Reserves

The Board of Directors has not proposed transferring any amount to the general reserve for the year ended 31^st March 2026.

Share Capital

During the year under review, pursuant to the Scheme of Amalgamation, the authorized share capital of the Company has been increased from C40.00 Crore to C3,533.54 Crore comprising 35,33,53,69,300 equity shares of C1 each, effective from 1^st May 2025.

During the year under review, pursuant to the Scheme of Amalgamation, the Company allotted 12,80,02,184 equity shares of C1 each on 9^th May 2025 to the shareholders of the Transferor Company. The said shares were subsequently admitted for listing and trading on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

As on 31^st March 2026, the paid-up equity share capital of the Company stood at C38.26 Crore, comprising 38,25,67,140 equity shares of C1 each.

Public deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 (the "Act").

Subsidiary and Associates

The Company has the following subsidiary and associate companies:

a) Cohance Lifesciences, Inc. (formerly, Suven Pharma, Inc.), New Jersey, USA - a wholly owned subsidiary ("WOS") of the Company.

b) Sapala Organics Private Limited, India - a subsidiary of the Company.

c) NJ Bio Inc, New Jersey, USA - a subsidiary of the Company.

d) NJBIO India Pharmaceutical Private Limited, India - a WOS of NJ Bio Inc and a step-down WOS of the Company.

e) NJ Biotherapeutics, LLC, New Jersey, USA - a WOS of NJ Bio Inc and a step-down WOS of the Company.

f) Aruka Bio Inc, New Jersey, USA - an Associate Company of NJ Bio Inc and a step-down associate company of the Company.

Section 129(3) of the Act requires a company having subsidiaries or associates to prepare consolidated financial statements and provide a statement containing the salient features of the financial statements of such entities. Accordingly, the consolidated financial statements of the Company, its subsidiaries and associate, prepared in accordance with Ind AS 110 and the Companies (Indian Accounting Standards) Rules, 2015, form part of this Annual Report. A statement containing the salient features of the financial statements of the subsidiary and associate entities in Form AOC-1 is annexed to this Report as Annexure A. The AOC-1 also provides details of the financial performance and position of each subsidiary and associate entity.

In accordance with Section 136 of the Act, the audited financial statements and related information of the Company and its subsidiaries, wherever applicable, are available on Companys website at https://www.cohance.com/financial-info/. These are available for inspection during business hours at the Corporate Office of the Company.

Change in the nature of business, if any

During the year, there was no change in the nature of business of the Company. Further, there was no change in the nature of business carried on by its subsidiaries. Further, information on the Companys business outlook and state of affairs is discussed in detail in the Management Discussion & Analysis section forming part of this Annual Report.

Material changes and commitments affecting the financial position of the Company

Except for the changes in directors and key managerial personnel disclosed in this Report, 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 to which the financial statements relate and the date of this report.

Significant/ material orders passed by courts/ regulators/ tribunals

During the year under review, there were no significant or material orders passed by the courts or regulators or tribunals impacting the going concern status and operations of the Company in the future.

Board of Directors and Key Managerial Personnel

The Board of Directors consists of an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board. As of 31^st March 2026, the Board has ten (10) members, consisting of two (2) Executive Directors, three (3) Non-Executive Directors and five (5) Independent Directors. One Independent Director and one Non-Executive Director on the Board are women directors. The details of Board and committee composition, tenure of directors, areas of expertise and other details are given in the Corporate Governance Report that forms part of this Annual Report.

Changes in Directors and Key Managerial Personnel

During the year under review, the following changes occurred in directorship and Key Managerial Personnel (KMP) of the Company:

a. Dr. Sudhir Kumar Singh resigned as the Chief Executive Officer (KMP) of the Company w.e.f. 31^st July 2025.

b. Dr. V Prasada Raju (DIN: 07267366) resigned as the Managing Director (KMP) of the Company w.e.f. 28^th October 2025.

c. Mr. Himanshu Agarwal (DIN:06672915), Chief Financial Officer (KMP) of the Company has been appointed as Whole-time Director for a period of five (5) years w.e.f. 29^th October 2025. Further, his appointment as Whole-time Director has been approved by the Members of the Company through postal ballot process on 22^nd January 2026.

d. Mr. Kundan Kumar Jha resigned as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 4^th February 2026.

Subsequent to the close of the financial year and up to the date of this Report, the following changes occurred in the directorship and KMP of the Company:

a. Mr. Sisir K Mishra has been appointed as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 9^th April 2026.

b. Mr. Vivek Sharma (DIN: 08559495) resigned from his position as Director and Executive Chairman (KMP) of the Company w.e.f. 30^th April 2026.

c. Mr. Umang Vohra (DIN: 02296740) has been appointed as Chairman (KMP) of the Company w.e.f. 1^st May 2026, and Group Chief Executive Officer of the Company w.e.f. 20^th May 2026. Further, his appointment has been approved by the Members of the Company through postal ballot process on 13^th June 2026.

d. Mr. Himanshu Agarwal (DIN:06672915) has tendered his resignation from the position of Whole-time Director and Chief Financial Officer (KMP) of the Company on 17^th June 2026 and will be relieved from duties w.e.f. the close of business hours on 13^th September 2026.

The Company has the following Key Managerial Personnel in terms of Section 2(51) and 203 of the Act as on the date of this report:

Name	Designation
1 Mr. Umang Vohra	Chairman and Group CEO
2 Mr. Himanshu Agarwal	Whole-time Director and Chief Financial Officer
3 Mr. Sisir K Mishra	Company Secretary and Compliance Officer

Retirement by Rotation

During the year, the Members of the Company at its Annual General Meeting ("AGM") held on 19^th September 2025, approved the re-appointment of Dr. V Prasada Raju, a director liable to retire by rotation, designated as Managing Director of the Company.

Ms. Shweta Jalan (DIN: 00291675), Non-executive Director, is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment. The brief profile of the director seeking re-appointment at the ensuing AGM has been included in the Notice convening the AGM of the Company forming part of this Annual Report.

Declaration by Independent Directors

All independent directors of the Company have submitted declarations confirming the criteria of independence as provided in Section 149 of the Act and have confirmed compliance of Rule 6(3) of the Companies (Appointment and

Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the integrity, expertise, and experience, including proficiency, required to be Independent Directors of the Company. They fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of management. They have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

Number of meetings of the Board and Audit Committee

During the year under review, eleven (11) Board meetings and nine (9) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

The details of these meetings are given in the Corporate Governance Report, which forms part of this Annual Report. Apart from Board meetings, Board Strategy session was also held to deliberate on the strategic matters.

Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 13^th March 2026. Further details are mentioned in the Corporate Governance Report forming part of this Annual Report.

Committees of the Board

The Board has the following statutory committees, as on 31^st March 2026:

a. Audit Committee;

b. Stakeholders Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee; and

e. Risk Management Committee.

The recommendations made by the Board committees, including the Audit Committee, were accepted by the Board.

The details of the above Committees are given in the Corporate Governance Report forming part of this Annual Report.

Directors Responsibility Statement

In terms of Section 134 of the Act, the Directors of the Company state that:

a. The applicable accounting standards have been followed in preparing the Annual Accounts and there were no material departures;

b. Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts have been prepared on a going concern basis;

e. Proper internal financial controls were in place to be followed by the Company, and the financial controls were adequate and were operating effectively;

f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Act and as per the SEBI Listing Regulations, the Board has carried out performance evaluation of its own performance, the directors (including Chairman) individually as well as the evaluation of the working of its committees. The outcome of performance evaluation was reviewed by the Board and found to be satisfactory. Further, details of Board evaluation are given in the Corporate Governance Report forming part of this Annual Report.

Policy on directors appointment and remuneration

Appointments of directors on the Board are based on a combination of criteria that include ethics, personal and professional stature, domain expertise, diversity and qualifications required for the position. For appointment of an Independent Director, the independence criteria defined in Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI Listing Regulations are also considered.

Our executive compensation supports attracting talented individuals from within and across industries drawing from a diverse pool of global talent as well as motivating and encouraging continuity of relevant leaders who advance our critical business objectives and promote the creation of shareholder value over the long-term. The executive compensation is divided into three principal components, i.e. base salary, short-term performance pay and long-term incentives. Competitive market for executives and compensation levels of the comparable companies are taken into account before making decisions with respect to each element of compensation.

Executive compensation is reviewed annually and is based on Companys performance and individual performance. Pay practices in companies of similar size at similar role are also considered while reviewing compensation annually. Benchmarking of remuneration is also being done to ascertain competitiveness of the remuneration for the similar role in peer companies.

The policy of the Company on directors appointment and remuneration, as required under Section 178(3) of the Act, is available on the website of the Company at https://www.cohance.com/wp-content/uploads/2025/06/ Remuneration_Policy.pdf.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this Boards Report as Annexure - B.

Corporate Social Responsibility

In compliance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Corporate Social Responsibility ("CSR") Committee of the Board of Directors of the Company oversees and monitors the CSR activities of the Company. The Board has adopted a CSR policy, based on the recommendation of the said Committee, that provides guiding principles for selection, implementation and monitoring of the CSR activities and formulation of the CSR annual action plan. The focus areas for CSR activities are primarily on education, healthcare and livelihood. During the year, the Committee monitored the CSR activities undertaken by the Company, including the expenditure incurred thereon. The CSR Policy, Committee Composition and CSR programs details are available on the Companys website at https:// www.cohance.com/corporate-social-responsibility/.

The Annual Report on CSR Activities forms part of the Boards Report and annexed as Annexure - C.

Particulars of Employees

Disclosures pertaining to remuneration and other details as 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 attached as Annexure - D to the Boards Report.

In terms of 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in the said rules forms part of the Annual Report. However, considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company or through electronic mode, during business hours on working days up to the date of the forthcoming 8^th AGM, by members. Any member interested in obtaining a copy thereof may write to the Company Secretary in this regard.

Particulars of loans, guarantees or investments

Details of investments/ loans/ guarantees/ securities covered under Section 186 of the Act are provided in note no. 9 & 16. to the standalone financial statements, forming part of this Annual Report. Apart from this, the Company has not given any other loans, investments, guarantees, or securities during the year.

Related Party Transactions

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties, that could be considered material in accordance with Section 188 of the Act, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. Details of the related party transactions as per Ind AS 24 have been provided in note no. 35(b) of the standalone financial statements forms part of this Annual Report.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions is available on the website of the Company at https://www.cohance.com/ wp-content/uploads/2025/06/Policy-on-materiality-of- RPT-and-dealing-with-RPT.pdf. The Policy intends to ensure proper identification of related parties and related party transactions, their reporting, approval and disclosure.

All related party transactions and subsequent modifications are placed before the Audit Committee for review and approval.

Internal financial control systems and their adequacy

The Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively: (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/ standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with managements general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews the reports submitted by the independent internal auditors and monitors the functioning of the system.

Further, the Statutory Auditors and the Internal Auditors have confirmed that there were no material weaknesses in the Companys internal financial controls during the year. The adequacy and effectiveness of the internal controls framework have also been discussed in detail in the Management Discussion and Analysis section of this Annual Report.

Enterprise Risk Management

The Risk Management Committee of the Board of Directors of the Company has been entrusted with the responsibility of overseeing various organizational risks. The Corporate Governance Report, which forms part of this Report, contains the details of the Risk Management Committee of the Company. The Risk Management Committee assesses the adequacy of mitigation plans to address such risks. The Board also approved a risk management policy to serve as guidance for addressing the various risks and their mitigation. In addition, the Company periodically conducts safety and preventive audits in plants and ensures that necessary safeguards are in place to protect the interest of the Company against all the probable risks associated with the Company.

Vigil Mechanism/ Whistle-Blower Policy

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://www.cohance. com/wp-content/uploads/2025/11/Whistle-Blower-Policy.pdf

Employee Stock Option Scheme

The members of the Company through postal ballot process have approved Employee Stock Option Plan (ESOP) 2023 on 13^th February 2024 to grant share-based incentives to eligible employees of the Company and its subsidiaries under the ESOP 2023. In terms of the scheme, maximum of 1,25,00,000 options can be granted to the eligible employees of the Company and its subsidiaries.

1 Grants made in FY 2025-26	86,04,004
2 No. of options lapsed during FY 2025-26	25,78,757
3 Outstanding ESOP as on 31st March 2026	98,36,446

The Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The details of Companys stock option Scheme as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the Companys website at https://www.cohance.com/disclosure-under-reg-46- of-sebi-lodr/.

The compliance certificate confirming that the Employee Stock Option Plan 2023 is in compliance of the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, has been received from Makarand M. Joshi & Co., Company Secretaries, Secretarial Auditors of the Company for the year under review.

The options details also form part of note no. 61 of the notes to accounts of the standalone financial statements.

Subsequent to the close of the financial year, the members of the Company, through postal ballot on 13 June 2026, approved the Employee Stock Option Plan 2026 (ESOP 2026) to grant share-based incentives upto 2,59,18,613 options to the eligible employees of the Company and its subsidiaries.

Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder the Company at its 6^th AGM held on 9^th August 2024 has appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as the statutory auditors of the Company for a period of 5 years from the conclusion of 6^th AGM till the conclusion of the 11^th AGM to be held in the year 2029.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report. The Auditors report is enclosed with the financial statements and forms part of this Annual Report.

During the year, the Statutory Auditors made a report to the Audit Committee under Section 143(12) of the Act read with Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014 regarding a suspected fraud identified through a whistleblower complaint. The Company conducted a detailed investigation into the matter. The Audit Committee and the Board have been periodically apprised of the developments, and necessary measures have been implemented to strengthen the internal control environment. The matter did not have any material impact on the financial statements and appropriate corrective actions have been implemented.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company at its 7^th AGM held on

19^th September 2025 has appointed Makarand M. Joshi & Co., Company Secretaries, as Secretarial Auditor of the Company for a period of 5 years from the financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report received from Makarand M. Joshi & Co., Company Secretaries, Secretarial Auditor of the Company for the financial year 2025-26 forms part of this Annual Report and marked as Annexure - E to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Records and Audit

During the year under review, in terms of Section 148 of the Act read with the Cost (Records and Audit) Rules, 2014, as amended from time to time, the requirement for Cost Audit is not applicable to the Company, based on the export turnover criteria prescribed under the said Rules. However, the Company is maintaining such accounts and records as specified by the Central Government and as applicable to the Company under Section 148(1) of the Act read with the Rules.

Annual Return

The Annual Return of the Company as on 31^st March 2026, in terms of the provisions of Section 92(3) read with Section 134(3) (a) of the Act, is available on the website of the Company at https://www.cohance.com/wp-content/uploads/2026/08/ Annual-Return_2026.pdf

Corporate Governance

A detailed Report on Corporate Governance in compliance with the provisions of SEBI Listing Regulations together with a certificate received from the practicing Company Secretary confirming the compliance of conditions of corporate governance form part of this Annual Report.

Managements Discussion and Analysis

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report along with BRSR Core and reasonable assurance statement issued by Sustainability Actions (P) Ltd, as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from an Environment, Social and Governance (ESG) perspective forms part of this Annual Report and is available on the website of the Company at https://www.cohance.com/financial-info/.

Transfer of unclaimed/ unpaid dividend amounts to the IEPF

In compliance with the provisions of Section 125 of the Act, during the year the Company has transferred the unpaid/ unclaimed dividend of C6,19,168 pertaining to the financial year 2018-19, which remained unclaimed/unpaid for seven (7) years, to the Investors Education and Protection Fund ("IEPF"). Further, 72,367 shares on which dividends remained unclaimed or unpaid for a consecutive period of seven years were transferred to IEPF during the FY 2025-26 pursuant to the provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

WTD & CFO Certificate

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of the Whole-time Director and Chief Financial Officer of the Company in relation to the Financial Statements for the year ended 31^st March 2026 forms part of this Annual Report.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, number of cases received and disposed during the year, as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, have been provided in point no. k) of other disclosure in the Corporate Governance Report.

Other disclosures

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company affirms that for the financial year ended on 31^st March 2026:

a. There were no proceedings, filed or pending against the Company, under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

c. The Company has complied with the provisions of the Maternity Benefits Act, 1961.

Acknowledgements

The Board wishes to place on record their gratitude to all the stakeholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for contributing to the Companys growth. The Board acknowledges the support extended by the government, government agencies, analysts, bankers, media, customers, business partners and investors at large. The Board also wishes to place on record their appreciation for the dedication and valuable services rendered by the employees and workers at all levels of the Company.