Sanjivani Paranteral Ltd Directors Report

Financial Results

Your Directors take pleasure in presenting the 32nd Annual Report and Company Audited Financial Statements for the financial year ended 31st March, 2026 (Fy26).

Particulars	Standalone		Consolidated
	2025-26 (Amt in Lakhs)	2024-25 (Amt in Lakhs)	2025-26 (Amt in Lakhs)	2024-25 (Amt in Lakhs)
Total Income	6,600.11	7131.21	6975.64	7131.36
Total Expenses	5676.98	6095.22	6036.39	6096.12
Profit before tax and exceptional items	923.13	1035.99	939.25	1035.24
Exceptional income	--	--	--	--
Profit after exceptional items before tax	923.13	1035.99	939.25	1035.24
Taxes	230.81	225.81	269.87	225.81
Profit after tax	692.32	810.18	669.38	809.43
Other Comprehensive Income / (Loss)	--	--	--	--
Net Profit	692.32	810.18	669.38	809.43
Earnings per share (Basic)	5.67	6.89	5.49	6.89

Companys performance

The revenue from operations for Current Year was 56476.39 Lakhs, Lower by 7.61 percent over the previous years revenue of 57009.86 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was 5692.32 Lakhs and 5810.18 Lakhs, respectively.

Dividend

During the year under review, the Board of Directors has not recommended any dividend for the financial year.

Particulars of Loans Granted, Guarantee Provided and Investments Made Pursuant to the Provisions of Section 186 of the Act

The Company has not granted any loans, not provided any Guarantee and not made any Investments which are covered under the provision of Section 186 of the Act.

Public Deposits

The Company has not accepted any deposit from the public during the year under review.

Transfer to Reserves

In view of less profit, the Board has decided not to transfer any amount to General Reserves for the financial year ended March 31, 2026

Changes in Capital Structure

During the year under review, the balance 4,02,606 warrants, out of the total 6,00,000 warrants originally allotted on 05th February, 2024 on a preferential allotment basis to a single allottee, were converted into an equivalent number of 4,02,606 equity shares of face value of 510/- each, upon receipt of the requisite balance application money, pursuant to the exercise of the right of conversion by the warrant holder. Accordingly, the Board of Directors allotted 4,02,606 equity shares upon such conversion.

Consequently, the entire 6,00,000 warrants originally allotted on 05th February, 2024 have been converted into 6,00,000 equity shares of the Company.

Except for the aforesaid conversion of warrants into equity shares, there were no other changes in the capital structure of the Company during the year under review.

Subsidiaries/ Joint Ventures/ Associates

During the year, the Company had only one subsidiary, SPL Infusion Private Limited, in which it holds 60.00% shareholding. The Company has also a partnership with Alevia Healthcare s.r.o., a reputed organization based in Prague, Czech Republic, to launch a new project catering to the pharmaceutical markets of the European Union. Except for the above, the Company did not have any other Subsidiary, Joint Venture, or Associate Company during the year.

Statement containing salient features of the Financial Statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is enclosed as per Annexure-A.

Directors and Key Managerial Personnel

The Company has Five Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Three Non-Executive Independent Directors.

During the year and as on date of this report, following were the changes in Director/ Key Managerial Personnel:

1.Appointment of Mr. Basant Shrivastava as an Independent Director on the Board of the Company for a term of 5 (five) years commencing from 11th September, 2025 subsequently regularized by the shareholders through postal ballot on 05th November, 2025;

Material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report:

There have been no material changes and commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the company www.sanjivani.co.in

Evaluation of performance of the Board, its Committees and Individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The evaluation was conducted through a structured questionnaire based on the criteria laid down by the Nomination and Remuneration Committee. A separate meeting of the Independent Directors was held to review the performance of the Chairman, NonIndependent Directors and the Board as a whole, as mandated under Schedule IV to the Act and the applicable provisions of the SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of the flow of information between the Companys management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

The action areas identified pursuant to the evaluation process were discussed by the Board and the Nomination and Remuneration Committee, and appropriate measures are being implemented to address the same.

Remuneration policy for Directors, Key Managerial Personnel and Other Employees and Criteria for appointment of Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed through the web link: www.sanjivani.co.in

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report as Annexure - I which includes the state of affairs of the Company.

Particulars of Employees:

The disclosures 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 - II and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at corporate@sanjivani.co.in

Corporate Governance Report

A certificate from the Secretarial Auditor of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V, Part E of the Listing Regulations is also enclosed along with the Corporate Governance Report."

Board Meetings

The Board met 8 (Eight) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Annual Report.

Committees of the Board

Audit Committee

During the year under review, the Audit Committee of the Company comprised of 3 members (2 Independent Directors and 1 Executive Director) viz. Mr. Abhay Shah as Chairman, Mrs. Monika Singhania and Mr. Srivardhan Khemka. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of this Annual Report. The Company Secretary act as a Secretary of the Audit Committee.

Other Committees

Details of other Committees of the Board along with their terms of reference, composition and meeting(s) held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary

course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are placed before the Audit Committee.

Internal Controls and Internal Financial Controls

The management believes that internal controls are the prerequisite of governance and that action emanating from agreed business plans should be exercised within a framework of checks and balances. The management is committed to ensuring adequate internal controls environment commensurate with the size and complexity of the business, which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimizes the risks.

The Company has a well-established internal controls framework comprising a set of policies, procedures and systems, instrumental in enhancing the efficiency and effectiveness of business operations, reducing risks and costs, and improving decision-making and accountability.

Internal financial controls framework, sub-set of internal controls framework assures the reliability and accuracy of financial reporting and the preparation of financial statements for external purposes following generally accepted accounting principles

Whistle-Blower Policy/Vigil Mechanism

As a Company of repute and global standing, Sanjivani Parenteral Limited is committed to conducting its business by adopting the highest standards of professional integrity and ethical behaviour. The organization has a detailed Global Code of Conduct (Code) that directs the Employees to uphold the Company values and urges them to conduct business with integrity and the highest ethical standards. Management intends to prevent the occurrence of any practice not in compliance with this Code through the Global Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees for responsible reporting of Code violations by Employees.

Risk Management Policy

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

Auditors

Statutory Auditors

R.B. Gohil & Co. Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-042022 till 31-03-2027. The Statutory Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2026 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer . The Auditors Report for the financial year ended 31st March, 2026, has been issued with an unmodified opinion, by the Statutory Auditors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

M/s. HD and Associates, Practicing Company Secretaries, were appointed for a period of five years commencing from the financial year 2025-26 and ending with the financial year 2029-30, i.e., from 1st April, 2025 to 31st March, 2030, to undertake the Secretarial Audit of the Company. Accordingly, the Secretarial Audit of the Company was conducted for the financial year ended 31st March, 2026. The Secretarial Audit Report in Form No. MR-3 for the financial year 2025-26 is provided as Annexure - III to this Report.

The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation or adverse remark, except for the following comment, which, in the opinion of the Board

Maintenance of Cost Records

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors hereby state that the Company is required to maintain cost records as prescribed by the Central Government and such accounts and records are being duly maintained.

Reporting of Frauds

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Policies & Disclosure Requirements

Details of programme for familiarisation of Independent Directors with the Company is available on the website of the Company at the following link https://www.sanjivani.co.in/investorzone.

Policy on dealing with related party transactions is available on the website of the Company at the following link https://www.sanjivani.co.in/investorzone.

Policy for determining Materiality of Events of the Company is available on the website of the Company at the following link https://www.sanjivani.co.in/investorzone.

The code of conduct for Directors and senior management of the Company is available on website of the Company at the following link https://www.sanjivani.co.in/investorzone.

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Directors of the Company to report genuine concerns that could have serious impact on the operations and performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the Listing Regulations. Policy on Whistle Blower is available on website of the Company at the following link https://www.sanjivani.co.in/investorzone.

Corporate Social Responsibility

Sanjivanis CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at HYPERLINK https://www.sanjivani.co.in/investorzone.

Business Responsibility & Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year 2025-26, as the Company does not fall within the prescribed threshold of the top 1,000 listed entities by market capitalisation.

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

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

Maternity Benefits

Your Company is committed to promoting the rights, welfare and well-being of its women employees. During the year under review, the Company continued to comply with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible women employees, including maternity leave, nursing breaks and other facilities, in accordance with the applicable laws. The Company also strives to maintain a safe, inclusive and supportive workplace environment that promotes the health, safety and dignity of women employees during and after maternity leave.

Human Resources

In any organization communication with employee is a key determinant factor of success your Company believes that employees are the most valued assets for success and growth of the Company. Your Company had implemented internet network for communication between management and employees for enhanced accessibility and transparency. Company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and material orders passed by the regulators or courts or tribunals

During the financial year, the Company obtained listing and trading approval under SEBI (ICDR) Regulations, 2015 for the issuance of 4,02,606 equity shares upon conversion of 4,02,606 warrants allotted to the promoter on a preferential basis. Except for the aforesaid approval, there were no significant or material orders passed by regulators, courts, or tribunals which could impact the going concern status of the Company.

Annual Return

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act) in form MGT-7 is made available on the website of the Company and can be accessed at https://sanjivaniparanteralltd/annual- return

Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board ("SS-1") and on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

Other Disclosures

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;

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

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Penalities / Punishment / Compounding of Offences

There were no instances of non-compliance by the Company on any matters related to the capital markets or penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

Acknowledgements

Your Directors wish to thank all stakeholders, employees and business partners, Companys bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For And on Behalf of the Board of Directors Sanjivani Paranteral Limited
sd/-	SD/-
Srivardhan Ashwani Khemka	Ashwani Anamisharan Khemka
Director	Director
Place: Mumbai
Date: 14th August, 2026