Sai Parenterals Ltd Directors Report

To the Members,

The Directors have pleasure in presenting the 25^th Boards Report of the Company together with the Audited Statements of Accounts (Standalone and Consolidated) for the year ended 31^st March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the financial year ended 31^st March, 2026 has been as under:

( Rs. In Millions)

	Standalone		Consolidated
Particulars
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	1622.52	1242.69	3809.98	1631.06
Other income	27.41	3.17	85.20	6.38
Total Income	1649.93	1245.86	3895.18	1637.43
Total Expense	1462.24	1102.12	3775.90	1438.35
Profit /loss before Exceptional items and	187.69	143.74	119.28	199.09
Tax Expense
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	187.69	143.74	119.28	199.09
Less: Tax Expense (Current & Deferred)	19.92	40.91	(23.31)	54.82
Profit /loss for the year (1)	167.77	102.83	142.59	144.27
Total Comprehensive Income/loss (2)	0.83	0.21	1.06	0.50
Total (1+2)	168.60	103.04	143.65	144.77

2. REVIEW OF OPERATIONS:

Revenues Standalone

During the year under review, the Company has recorded total income of H 1649.93 million and net profit of H 167.77 million as compared to total income of H 1245.86 million and net profit of H 102.83 million achieved on standalone basis in the previous financial year.

Revenues Consolidated

During the year under review, the Company has recorded an income of H 3895.18 million and net profit of H 142.59 million as compared to sales and other income of H 1637.43 million and net profit of H 144.77 million achieved in the previous financial year.

Business update and state of companys affairs:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation

34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

Change in the nature of the business, if any

During the period under review and the date of Boards Report there was no change in the nature of business pursuant to inter-alia Section

134 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.

3. INITIAL PUBLIC OFFERING

During the year under review, the Company has successfully completed its Initial Public Offer (IPO) through issue of 72,70,408 Fresh equity shares aggregating to a sum of H 285 crore and an Offer for Sale of 31,57,880 shares aggregating to H 124 crores, aggregating total offer to H 409 crores through book-building.

In April 2026, the Company launched its IPO, marking a significant moment in its corporate journey. Key details of the IPO are as follows:

Issue Period: 24^thMarch2026to27^thMarch,2026

Price Band: H 372 to H 392 per equity share

Issue Size: H 409 Crores

Subscription Details:

a) QIBs: 1.73 times

b) Non-Institutional Investors: 2.45 times

c) Retail Individual Investors: 0.12 times

d) Total: 1.08 times

Listing Performance: The shares debut at

H 400/- on National Stock Exchange of India Limited (NSE) at a premium of 2.04% and at H 405/- on BSE Limited (BSE), reflecting a 3.32% premium over the issue price.

The Equity Shares of the Company were listed on NSE and BSE in April, 2026. The issue was led by book running lead manager Arihant Capital Markets Limited. Your directors would like to thank the Merchant Bankers, legal counsels and other Stakeholders for their support to the Company in achieving a successful IPO and listing.

Your directors extend their heartfelt gratitude to the members for investing / subscribing for the Equity shares in the IPO and reposing their continuous trust and faith in the Company and its management.

4. DIVIDEND

During the year under the review and at the date of this report, the Company has not paid or declared any dividend to its shareholders.

5. BUSINESS UPDATE AND STATE OF

COMPANYS AFFAIRS:

The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI

(Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

6. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not transferred any amount to general reserves account of the company during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and up to the date of Boards Report there was no change in the nature of Business.

8. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the Company between 31^st March 2026 and the date of Boards Report.

(i.e., 11.08.2026)

9. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY AND CHANGES THEREON:

The Authorized Share Capital of the Company as on

31^st March, 2026 stands at H 25,76,17,185/- (Rupees Twenty-Five Crores Seventy-Six Lakh Seventeen Thousand One Hundred and Eighty-Five Only) divided into 5,15,23,437 (Five Crore Fifteen Lakh Twenty-Three thousand four thirty-seven Only) Equity shares of H 5.00/- (Rupees Five Only) each.

The Paid- Up Capital of the Company stands as on 31^st March, 2026 at H 22,08,96,155/- (Rupees Twenty-Two Crores Eight Lakh Nighty Six Thousand One Fifty-Five Only) divided into 4,41,79,231 (Rupees Four Crores Fouty One Lakh Seventy-Nine Thousand Two Thirty-One only) Equity shares of face value H 5.0/- (Rupees Five Only) each.

During the financial year 2025 26, the Company made various allotments of shares. The details of these allotments are presented in the table below. As of 31^st March 2026, the Companys paid-up share capital stood at

H 22,08.96 Lakhs

S. No Date of Allotment	Reason/Nature of allotment	Number of Equity Shares Allotted	Face Value (In J )	Issue Price (In J)
1. 24.06.2025	Private Placement	9,37,500	5	128
2. 03.07.2025	Private Placement	14,45,312	5	128
3. 30.08.2025	Private Placement	12,82,051	5	195
4. 05.09.2025	Private Placement	6,41,025	5	195
5. 11.09.2025	Private Placement	4,61,538	5	195
6. 24.09.2025	Conversion of Loan to Equity	40,00,000	5	35
7. 24.09.2025	Conversion of 15,23,437 CCPS into 15,23,437 equity shares	15,23,437	5	128

11. TRANSFER OF SHARES AND UNPAID/ UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION

FUND (IEPF):

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor

Education and Protection Fund ("IEPF"), constituted by the Central Government During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

12. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

13. APPOINTMENT / RE-APPOINTMENT

/ RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

As on date of this report, the Company has 06 Directors, out of which three are Independent including one women director and two are executive and two non-executive Directors. a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

There were no changes in the Directors / KMP of the Company during the FY 2025-26 except for Appointment ofbelow: Mr. Sanjay PremKumar Kandhari resigned as the Chief Financial Officer of the company with effect from 11^th September, 2025

Mr. Anil Kumar as the Chief Financial Officer of the company with effect from 11^th September, 2025.

Mr. Venkoji Prakash Babudamarla as the Chief Executive Officer of the company with effect from 26^th August, 2025. b) Key Managerial Personnel:

Following signatories were Key Managerial Personnel for the financial year 2025-26:

Mr. Anil Kumar Karusala, Chairman &

Managing Director of the Company.

Mrs. Vijitha Gorrepati, Whole Time Director of the Company.

Mr. Anil Kumar, CFO of the company.

Mr. Venkoji Prakash Babudamarla, CEO of the company.

Ms.ShivaliAggarwalasCompanySecretary and Compliance Officer of the company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

Mr. Anil Kumar Karusala retires by rotation and being eligible, offers herselfhimself for reappointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Companys Code of Conduct. In terms of Regulations 25(8) of the

Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

15. BOARD MEETINGS:

The Board of Directors duly met Fourteen (14) times during the year on 18.05.2025, 26.08.2025, 26.09.2025, 30.09.2025, 19.12.2025, 02.02.2026, 06.02.2026, 25.02.2026, 16.03.2026, 17.03.2026, 23.03.2026, 27.03.2026, 28.03.2026 and 30.03.2026 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD 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 Companies Act, 2013 and SEBI

Listing Regulations.

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

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and

Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 17.03.2026 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the basis of 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.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF

THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME

OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-1 to this Report. A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure-2

During the year, NONE of the employees (excluding Executive Directors) has drawn a remuneration of H 1,02,00,000/- and above per annum or H 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

20. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

21. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer

Certification on the financial statements under

Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-2026 is given as Annexure-3 in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT

VENTURES:

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure -4 and forms part of this report.

23. NAMES OF THE COMPANIES WHICH

HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year under review, no company became or ceased to be a subsidiary, joint venture, or associate of the Company, except for the entities listed below:

Further, during the year under review, the following companies became subsidiaries of the Company:

• Sai Parenterals PTE Limited,

• Noumed Pharmaceuticals PTY Limited,

• Noumed Pharmaceuticals Limited.

24. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.

25. UTILISATION OF PROCEEDS OF IPO

The equity shares of the Company were listed on the Stock Exchanges on 02^nd April 2026, subsequent to the close of the Financial Year ended 31^st March 2026. Accordingly, the provisions of Regulation

32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI circulars governing disclosure of deviation or variation in the utilisation of issue proceeds and Monitoring Agency reports, were not applicable during the financial year under review.

The Company shall comply with the requirements of Regulation 32 of the SEBI Listing Regulations, including submission of statements of deviation or variation, wherever applicable, and Monitoring Agency reports on a quarterly basis, from the date of listing and in accordance with the applicable provisions of the SEBI Listing Regulations and other SEBI circulars issued from time to time.

26. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2026 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the

Company, which is not considered as deposits. The Company complied with this requirement within the prescribed timelines.

28. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of investments made by the Company during the Financial Year 2025 26 are as follows

S. No Name of the party	Nature of transaction	Amount
1. Sai Parenterals PTE Limited	Investment	5,32,02,480
2. Sai Parenterals PTE Limited	Investment	5,50,06,062
3. Sai Parenterals PTE Limited	Investment	5,62,95,779
4. Sai Parenterals PTE Limited	Investment	6,25,47,017
5. Sai Parenterals PTE Limited	Investment	34,54,61,400
6. Sai Parenterals PTE Limited	Investment	36,42,64,680
7. Sai Parenterals PTE Limited	Investment	35,64,08,094

During the Financial Year 2025 26, the Company made investments in Sai Parenterals Pte. Ltd., Singapore, as detailed above. The Company did not provide any loans or guarantees covered under Section 186 of the Companies Act, 2013 during the year, except as disclosed in the financial statements, if any.

29. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2025-26, there were 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.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5 to this report.

30. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments; B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: 30.94 million Foreign Exchange Outgo: 0.45 million

31. COMMITTEES:

(I) AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of

Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report. (III) STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY)

The company has attracted the provisions of

Corporate Social Responsibility u/s 135 of Companies

Act, and since the CSR obligation did not exceed fifty lakh rupees, the requirement under section

135(1) for constitution of the Corporate Social

Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. CSR policy may be accessed on the Companys website at: www.saiparenterals.com. The Corporate Social Responsibility Report is enclosed as Annexure - 6.

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules"), and the Companys Corporate Social Responsibility ("CSR") Policy, the Company fulfilled its CSR obligation for the Financial Year 2025-26 by spending 49,99,900/-, being 2% of the average net profits of the Company for the three immediately preceding financial years, namely FY 2022-23, FY 2023-24 and FY 2024-25.

To implement its CSR initiatives, the Company partnered with Daya Dharm Charitable Trust, a registered charitable trust holding CSR Registration

No. CSR00064101 and duly registered under the provisions of the Income-tax Act, 1961. The Trust undertakes CSR projects in the areas of women empowerment, rural development, education, and environmental conservation, with a focus on promoting sustainable development and improving the quality of life in rural communities through inclusive growth.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013.

The same has been placed on the website of the Company www.saiparenterals.com.

34. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

35. STATUTORY AUDITORS AND THEIR REPORT THEREON:

At the 21^st Annual General Meeting held on

30.09.2022, the shareholders of the Company approved the appointment of M/s. R Kabra & Co. LLP,

Chartered Accountants, Hyderabad as Statutory Auditors of the company for the term of five years from the financial year 2022-2023 onwards on such terms and conditions and remuneration as may be decided by the Board. R Kabra & Co. LLP and will continue as statutory auditors of the company till the conclusion of 26^th Annual General Meeting to be held in the financial year 2026-2027.

The Auditors Report for fiscal 2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2026 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

36. SECRETARIAL AUDIT REPORT:

The provisions of Section 204 of the Companies Act, 2013 relating to Secretarial Audit were not applicable to the Company during FY 2025 26.

However, pursuant to the listing of the Companys securities, the Company has now become subject to the provisions of the said section.

Accordingly, the Board of Directors has recommended the appointment of M/s. Aakanksha

Dubey & Co., Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from FY 2026 27, subject to the approval of the Members at the ensuing Annual General Meeting.

37. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019; listed entities are required to obtain an Annual Secretarial Compliance Report from a Practising Company Secretary in respect of compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder. As the said provisions were not applicable to the Company during the financial year under review, the requirement of obtaining such Annual Secretarial Compliance Report does not arise.

38. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the provisions relating to the appointment of an Internal Auditor were not applicable to the Company during the year under review i.e. Financial Year 2025-26.

The Board of Directors at its meeting held on 06^th

July, 2026 has appointed M/s. NSVR & Associates

LLP, Chartered Accountants, as the Internal Auditor of the Company to conduct the internal audit for the Financial Year 2026-27.

The Internal Auditor shall carry out periodic internal audits during FY 2026-27 and submit reports to the Audit Committee. The Audit Committee will review the internal audit observations, recommendations, and the status of implementation of corrective actions, if any, and place significant matters before the Board for its consideration. Appropriate measures shall be taken to ensure timely compliance with the recommendations of the Internal Auditor.

39. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

40. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2026.

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.saiparenterals.com.

42. DISCLOSURE ABOUT COST AUDIT:

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

On the recommendation of the Audit Committee, the Board of directors appointed M/s. Sai Krishna

& Associates, Cost Accountants (Registration No. 001742) as Cost Auditors of the Company for financial year ending 31^st March 2026. The relevant cost audit reports for FY 2025-26 were filed within the stipulated time.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder, and the requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 25^th Annual General Meeting of your Company.

Maintenance of cost records as specified by the

Central Government under Section 148(1) of the

Act is not applicable to the Company. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation

34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-7 to this report.

In terms of Regulations 25(8) of the Listing

Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for the purpose of attending meetings of the

Board of Directors and Committee(s).

44. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companys website www.saiparenterals.com.

45. INSURANCE:

The properties and assets of your Company are adequately insured.

46. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on

Corporate Governance duly audited is appended as Annexure-9enclosed for information of the

Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached as Annexure- 8 to the Report on Corporate Governance.

47. NON-EXECUTIVE DIRECTORS

COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

48. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING

QUALIFICATIONS, POSITIVE ATTRIBUTES,

INDEPENDENCE OF A DIRECTOR AND

OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section

149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management

Personnel (KMPs) and Senior Management. The

Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

49. CODE OF CONDUCT FOR THE PREVENTION

OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider

Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website (www.saiparenterals.com).

50. DISCLOSURE UNDER THE SEXUAL HARASSMENTOFWOMENATWORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace which is in line with provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www.saiparenterals.com. As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH)

Committees, to inquire and redress complaints received regarding sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.

The Existing Committee was constituted on

11.08.2026 with the following members:

Name	Designation
Mrs. Vijitha Gorrepati	Presiding Officer
Mr. Kunal Kakumanu	Member
Mrs. Sujitha Ravoori	External Member
Mrs. Jaleja	Member

All employees are covered under this policy.

During the year 2025-26, there were no complaints received by the Committee.

51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS

GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

52. FAILURE TO IMPLEMENT CORPORATE

ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

53. DETAILS OF APPLICATION MADE OR PROCEEDINGPENDINGUNDERINSOLVENCY

AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and

Bankruptcy Code, 2016.

54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND

FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

55. EMPLOYEE STOCK OPTION SCHEME:

The members of the Company at their meeting held on 12^th January, 2025, approved the adoption of the

‘SAI PARENTERALS LIMITED EMPLOYEE STOCK OPTION PLAN 2025 (ESOP Scheme 2025) for the benefit of the eligible employees of the Company, and its group companies (including holding company, subsidiary company and associate company) (as defined under the Companies Act, 2013 ("Act"), which entitles them to the shares / appreciation related to the shares of the Company.

In terms of Regulation 12(1) of the SEBI SBEB

Regulations, no company can make any fresh grant of employee stock options which involves allotment or transfer of shares to its employees under any schemes/ plans formulated prior to its Initial Public

Offering ("IPO) and prior to the listing of its equity shares ("Pre- IPO Scheme/Plan") unless:

(i) such Pre-IPO Scheme/ Plan is in conformity with the SEBI SBEB Regulations; and

(ii) Such Pre-IPO Scheme/ Plan is ratified by its shareholders subsequent to the IPO.

Further, as per proviso to Regulation 12(1) of the

SEBI SBEB Regulations, the ratification may be done any time prior to granting new options or shares under such Pre-IPO Scheme/Plan. The equity shares of the Company were listed on the National

Stock Exchange of India Limited and BSE Limited on 02^nd April, 2026. Accordingly, in terms of Regulation

12(1) of the SEBI SBEB Regulations, the Company is seeking ratification of ESOP Scheme 2025 in this AGM in order to enable the Company to make fresh grants under the above-mentioned scheme.

56. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.saiparenterals.com.

57. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under the review, the Company is in

Compliance with Maternity Benefit Act, 1961.

58. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities: a) Issue of sweat equity share: NA b) Issue of shares with differential rights: NA c) Issue of shares (including sweat equity shares) to employees of the Company: NA d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA e) Buy back shares: NA f) Disclosure about revision: NA

59. ACKNOWLEDGEMENTS:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the

Company, SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, HDFC Bank etc. for their continued support for the growth of the Company.

	For and on behalf of the Board
	SAI PARENTERALS LIMITED
	Sd/-
	Anil Kumar Karusala
Place: Hyderabad	Chairman & Managing Director
Date: 11.08.2026	DIN: 01866646