OneSource Specialty Pharma Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors of the Company, it gives us pleasure in presenting the Seventeenth Board?s Report and Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Summary

Company has prepared the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024, in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013.

Key highlights of financial performance of the Company for aforesaid period as compared to previous year is provided below:

(In Million except per share data)

Particulars	2023-24	2022-23
Revenue from Operations	1,719.19	387.14
Other Income	42.25	27.04
Total Income	1,761.44	414.18
Less: Expenses	4,251.44	3,125.59
Profit/ (Loss) Before Tax (PBT)	(2,490.00)	(2,711.41)
Exceptional items gain / (loss) (net)	(1,159.34)	(1,584.13)
Less: Tax Expense	-	-
Profit/ (Loss) After Tax (PAT)	(3,649.34)	(4,295.54)
Earnings per equity share
- Basic	(93.97)	(200.69)
- Diluted	(93.97)	(200.69)

2. Company?s Performance

The highlights of the Company?s performance for the year ended March 31, 2024 are as under:

Revenue from Operations has increased by 3.44% to H. 1,719.19 Million as compared to previous year of H. 387.14 Million

Net loss has decreased by 15.04% to H. (3,649.34) Million

3. Nature of Business and Changes

Company is a vertically integrated biopharma service company with the capabilities to develop and manufacture complex biologics, biosimilars and vaccines.

There has been no change in the nature of business of the Company during the year under review. However, the Company has amended its main object clause and received the approval from the Registrar of Companies, Karnataka vide its Certificate dated 9^th January 2024.

Further, the name of the Company has been changed from Stelis Biopharma Limited to OneSource Specialty Pharma Limited effective February 13, 2024.

4. Dividend

The Company did not make any profits during the year under review therefore the Board of Directors did not recommended any dividend for the year ended March 31, 2024.

5. Transfer to Reserves

There are no appropriations to/from the general reserves of the Company during the year ended March 31, 2024.

6. Share Capital

Authorised share capital during the year under review remains un-altered at: H 5,00,00,000 divided into 5,00,00,000 equity shares of H 1 each.

During FY 2023-24, no equity shares have been issued.

Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 is as under:

Particulars	Issued Capital	Subscribed Capital	Paid-up Capital
Number of equity shares	4,15,46,510	4,15,46,510	4,00,99,950.70
Nominal Amount per equity Share (H)	1	1	1
Total amount of equity shares (H)	4,15,46,510	4,15,46,510	4,00,99,950.70

Note: The difference in Issue & Subscribed Capital and Paid-up Capital is due to the call money due on 1,522,694 Partly Paid-up Equity Shares.

Share transfer

No share transfers was recorded during FY 2023-24.

7. Public Deposits

Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. Particulars of Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, disclosure relating to loans, advances given, guarantees provided and investments made are provided as part of the financial statements.

9. Subsidiaries, Associate Companies or Joint Ventures

The Company has three wholly-owned subsidiaries and one step-down Subsidiary Company, as on March 31, 2024:

Stelis Pte. Ltd, Singapore

Biolex Private Limited, India

Stelis Biopharma UK Private Limited, UK

Biolexis Pte. Ltd,Singapore – Step-down Subsidiary

Stelis Pte. Ltd. was incorporated on June 30, 2023 as the wholly-owned Subsidiary of the Company with the below mentioned list of Directors:

# Name of Director	Nationality
1 Kannan PR	Indian
2 Naveen Madan	Indian
3 Trisha Allada	Indian
4. Wong Zi Peng	Singapore
5. Ng Boon Kai	Singapore

Accounts of Subsidiaries

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statement.

A statement containing salient features of the Financial Statements of the subsidiaries as required in Form AOC 1 is enclosed as Annexure 1 to this Report.

10. Related Party Transaction

All the transactions with related parties were in the ordinary course of business and at arm?s length basis. During the year, there are no materially significant related party transactions entered by the Company which may have potential conflict with the interests of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with

Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure 2 to this Report.

All the transactions with related parties are disclosed in the Notes to the Standalone Financial Statements in the Annual Report.

11. Directors? Responsibility Statement

Pursuant to the requirement under section 134(3)(c) and 134(5) of the Companies Act, 2013 with respect to the Directors? Responsibility Statement, the Board of Directors of the Company state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 at the end of the financial year and of the profit and loss of the Company for the period under review.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts of the Company on a going concern basis.

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

12. Board of Directors and Key Managerial Personnel (KMP)

During the year under review, Board Composition underwent the following changes:

Dr. Gopakumar Nair was appointed as Independent Director of the Company effective May 04, 2023

Ms. Rajashri Ojha was appointed as Independent Director of the Company effective May 04, 2023

Ms. Yogita Hatangadi was appointed as Nominee Director (Representative of Exim Bank) effective May 04, 2023

# Name of the Director	DIN	Designation	Date of Appointment
1. Mr. Arun Kumar	00084845	Non-Executive Director	April 07, 2021
2. Mr. PR Kannan	03435209	Executive Director & CFO	July 09, 2021
3. Mr. Mahadevan N.	07128788	Non-Executive Director	March 26, 2021
4. Mr. Bhushan Bopardikar	09089555	Non-Executive Director	August 14, 2023
5. Dr. Gopakumar Nair	00092637	Independent Director	May 04, 2023
6. Ms. Rajashri Ojha	07058128	Independent Director	May 04, 2023
7. Mr. Neeraj Sharma	09402652	Managing Director	March 01, 2024

Nomination and Remuneration Committee (NRC) Four Committee meetings were held during the i.e., on:

# Date of Committee Meeting

1. May 24, 2023

2. July 28, 2023

3. October 27, 2023

4. February 05, 2024

The composition of the Nomination and Remuneration Committee (NRC) as on March 31, 2024 is as under:

#Name of Member	Category	Designation
1. Dr. Gopakumar Nair	Independent Director	Chairperson
2. Ms. Rajashri Ojha	Independent Director	Member
3. Mr. Bhushan Bopardikar	Non- Executive Director	Member

Management Committee

Twelve Management Committee meetings were held during the year i.e., on :

# Date of Board Meeting

1. April 27, 2023

2. May 31, 2023

3. July 04, 2023

4. July 13, 2023

5. July 13, 2023

6. August 30, 2023

7. August 31, 2023

8. October 27, 2023

9. October 31, 2023

10. November 29, 2023

11. December 01, 2023

12. February 29, 2024

The composition of the Management Committee as on March 31, 2024 is as under:

# Name of Member	Category	Designation
1. Mr. Arun Kumar	Non- Executive Director	Chairperson
2. Mr.Mahadevan Narayanamoni	Non- Executive Director	Member
3. Mr. PR Kannan	Executive Director &CFO	Member

Corporate Social Responsibility Committee (CSR)

Four Committee meetings were held during the year i.e., on :

# Date of Committee Meeting

1. May 24, 2023

2. July 28, 2023

3. October 27, 2023

4. January 29, 2024

The composition of the Corporate Social Responsibility Committee (CSR) as on March 31, 2024 is as under:

# Name of Member	Category	Designation
1. Dr. Gopakumar Nair	Independent Director	Chairperson
2. Ms. Rajashri Ojha	Independent Director	Member
3. Mr. Arun Kumar	Non- Executive Director	Member

Attendance of Members of Board and Committees at the meetings held during FY 2023-24 is as mentioned below:

Board & Committees	Board Meeting	Audit Committee	NRC Committee	Management Committee	CSR Committee
Number of Meetings held	22	8	4	12	4
Members? attendance
Mr. Ankur Thadani	5		1	-	-
Dr. Gopakumar Nair	20	8	4	-	4
Mr. Arun Kumar	11	-	-	0	4
Mr. PR Kannan	22	-	-	12	4
Ms. Yogita H.	9	-	-	-	-
Mr. Bhushan Bopardikar	8	-	1	-	-
Mr. Mahadevan Narayanamoni	21	8	-	12	-
Ms. Rajashri Ojha	20	8	4	-	-
Mr. Neeraj Sharma	1	-	-	-	-

14. Compliance of applicable Secretarial Standards

The Company is in compliance with all applicable secretarial standards issued by the Institute of Company Secretaries of India and as required under Section 118(10) of the Companies Act, 2013 during the year under review.

15. Policy on Appointment and Remuneration of Directors and Senior Management Personnel

Company?s Rremuneration Policy is aimed at attracting, motivating and retaining quality talent by creating a high-performance culture.

During the financial year under review the Company paid sitting fees of H 1,00,000/- to the Independent Directors for attending the meetings of Board and its Committees. The payment to said Directors are within the limits prescribed under the Companies Act, 2013. The Company also reimburses any out of pocket expenses incurred by the Directors for attending the meetings of the Company.

16. Particulars of Employees

Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is not applicable to the Company.

17. Internal Financial Control System and their adequacy

Company has in place adequate internal financial controls with reference to financial reporting. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

18. Statement concerning development and implementation of Risk Management Policy of the Company

The Company adopted a Policy on Enterprise Risk Management (ERM) towards setting objectives and accountabilities for risk management such that it is structured, consistent and effective.

In line with the afore-mentioned Policy, Audit Committee is entrusted with additional responsibility of enterprise risk management and renamed as Audit and Risk Management Committee effective February 16, 2022.

Further, a Steering Committee of the Audit and Risk Management Committee has been constituted to coordinate and support the risk owners on the implementation of Risk Management Plan.

19. Vigil Mechanism

Company believes in conducting its affairs in a transparent manner and adopts the highest standards of professionalism and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view, the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company?s code of conduct or ethics.

The Board of Directors have adopted a Whistle Blower

Policy vide their resolution passed on July 09, 2021. The policy was further strengthened by amending the same on November 15, 2021 and then on February 16, 2022.

Also, the Company, as a policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against whistle-blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit and Risk Management Committee to raise their concerns.

In addition to this, the Company has also engaged an independent agency called ‘Integrity Matters? that provides an electronic and digital platform to report any unethical practices or harassment or injustice at the workplace confidentially and, if desired, anonymously by any employees or vendors of the Company or any of its subsidiaries anywhere in the world to ensure fairness and transparency in the process.

20. Corporate Social Responsibility (CSR)

The Company is not required to spend on CSR activities pursuant to the provisions of Section 135 of the Companies Act, 2013.

However, as per the sanction condition under the KIADB guidelines for Unit 2, the Company is required to spend atleast 1% of the project cost on CSR activities spread over the period of project.

Accordingly, the Board, has constituted a CSR Committee to monitor the aforesaid spend under KIADB guidelines.

21. Auditors and Audit Reports

A) Statutory Audit Report

The Auditors Report given by M/s Deloitte Haskins

& Sells (Firm Registration Number 008072S) for the financial year ended March 31, 2024, is enclosed along with the financial statements. The Auditors Report for the year ended March 31, 2024, does not contain any qualifications, observations or adverse remarks.

M/s Deloitte Haskins & Sells, were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on July 06, 2021 for a term of 5 years from the conclusion of the Fourteenth AGM till the conclusion of the Ninteeth AGM of the Company.

B) Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company was required to appoint a Secretarial Auditor for FY 2023-24. Board at its meeting held on May 24, 2023 had appointed M/s. D V & Associates, firm of Company Secretaries in Practice as the Secretarial Auditor for the Company.

Board at its meeting held on May 17, 2024 had further reappointed M/s. D V & Associates, firm of Company Secretaries in Practice as the Secretarial Auditor for the Company for the financial year 2024-25.

The Secretarial Audit for the FY 2023-24, inter-alia, included audit of compliance with the Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report does not contain any qualifications, observations or adverse remarks and is enclosed as Annexure 3 to this report.

C) Cost Audit Report

Mr. M. Ashok Kumar, Cost Accountant (Registration No. – 102240), Cost Auditors of the Company have audited the cost records maintained by the Company for the financial year ended March 31, 2024. The Cost Audit Report (CRA-3) will be furnished to the Central Government in Form CRA-4.

22. Disclosure on maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Audit) Rule 2014, the Company is required to appoint a Cost Auditor for FY 2023-24.

The Board members at their meeting held on May 17, 2024 have re-appointed Mr. M. Ashok Kumar, Cost Accountant (Registration No. – 102240), as Cost Auditor of the Company for FY 2024-25 for a fees not exceeding H 300,000/- excluding out of pocket expenses and applicable taxes.

23. Reporting of Fraud by Auditors of the Company

No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013 for the year ended March 31, 2024.

24. Material Changes and Commitments

Material Changes that have occurred during the year are as under:

1. The Unit 3 of the Company was sold to Syngene International Limited effective December 22, 2023.

2. The name of the Company was changed from Stelis Biopharma Limited to OneSource Specialty Pharma Limited effective February 13, 2024.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this report.

25. Extract of Annual Return

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been placed on the website of the Company and can be accessed: https://www.stelis.com/corporate-governance/

26. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016):

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

27. Significant and material orders passed by the Regulators or Courts

The company had altered the situation clause of the Memorandum of Association of the Company in compliance with the applicable provisions of the Companies Act, 2013, and the Order of the Regional Director (SER), Hyderabad approving the shifting of registered office was received on 25^th March 2024. The currentRegisteredofficeaddressis201,Devavrata,Sector 17, Vashi, Mumbai City, Navi Mumbai, Maharashtra, India, 400703 effective *** 2024. The COmpany is yet to file the return in INC 22 with the Registrar of Companies.

There were no other significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

28. Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of energy conversation, R&D, technology absorption and foreign exchange earnings/ outgo are enclosed as Annexure 4 to this Report.

29. Disclosure under Sexual Harassment

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Internal Complaints Committee (ICC) has been constituted as per the said Act to redress the complaints with respect to sexual harassment.

During the year under review no cases were reported on sexual harassment.

30. Statement on declaration from Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

30. Acknowledgement

Directors take this opportunity to thank the Company?s stakeholders, customers, banks, financial institutions and well-wishers for their continued support during the year. Directors place on record their appreciation on the contribution made by the employees at all levels. The Company?s consistent growth was made possible by their hard work, solidarity and co-operation.

The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India and Governments of Karnataka for their support received.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	PR Kannan	Neeraj Sharma
Date: May 17, 2024	Executive Director & CFO	Managing Director
Place: Bangalore	DIN: 03435209	DIN: 09402652