Sanjivani Paranteral Ltd Directors Report

Financial Results

Your Directors take pleasure in presenting the 31 st Annual Report and Company Audited Financial Statements for the financial year ended 31 st March, 2025 (FY25).

(Rs. in Lakhs)

Particulars	31-Mar- 25	31-Mar- 24
Income from operations	7009.86	5441.05
Other Income	121.35	51.72
Net Profit/(Loss) for the period (Before Exceptional and/or Extraordinary items)	1035.99	757.15
Exceptional Items	- -	- -
Profit / (Loss) before Tax	1035.99	757.15
Less: Provision for current tax	183.80	134.77
Less: Tax adjustment of earlier years	0.73	1.06
Less: Net deferred tax assets	41.28	4.81
(Loss) / Profit after tax	810.18	616.51
Other Comprehensive Income	- -	- -
Basic :	6.89	5.28
Diluted :	6.67	5.28

Companys performance

The revenue from operations for Current Year was ?‚?7009.86Lakhs, Higher by 28.83 percent over the previous years revenue of ?‚?5441.05 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was ?‚?810.18 Lakhs and ?‚?616.51 Lakhs, respectively.

Dividend

During the year under review, the Board of Directors has recommended dividend on the Equity Shares of the Company the rate of 5% i.e., Rs. 0.5/- per share for the financial year ended 31st March, 2025. This recommendation is subject to the ap- proval of the Members at the ensuing 31st Annual General Meeting, if approved shall be paid within the time line as prescribed under the Companies Act, 2013 ("the Act") subject to deduction of tax at source (TDS) as applicable.

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, 2025

Changes in Capital Structure

The conversion of 1,97,394 warrants into 1,97,394 equity shares of face value of ?‚?10/- each was completed on 25th Novem- ber, 2024, upon receipt of the balance application money of approximately 75%, out of the 6,00,000 warrants originally allotted on 05th February, 2024, on a preferential allotment basis to a single allottee pursuant to the exercise of its right of conversion. Accordingly, the Board of Directors allotted 1,97,394 equity shares.

Except for the aforesaid conversion, there were no other changes in the capital structure of the Company during the year under review. Further, as on the date of signing of this Report, 4,02,606 warrants out of the total 6,00,000 warrants have also been converted into equity shares.

Subsidiaries/ Joint Ventures/ Associates

During the year, the Company had only one subsidiary, SPL Infusion Private Limited, in which it holds 60.87% 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.

Directors and Key Managerial Personnel

The Company has Five Directors with an optimum combination of Executive and Non-Executive Directors including Two wom- en 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:

?‚? Ms. Pooja Vijay Gohil resigned from the post of Company Secretary Cum Complaince officer of the company with effect from Ravikumar Venkatramuloo Bogam was appointed as the Company Secretary Cum Compliance officer of the Company with effect from 16th August, 2024;

?‚? Resignation of Mr. Hitesh Rajnikant Khona Chief Financial Officer of the Company with effect from 08th April, 2024;

?‚? Resignation of Mr. Shrenik Kumar Parasmalji Solanki, Independent Director of the Company with effect from 08th April, 2024;

?‚? Change in the designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106) from Non-Executive Director to Executive Director, effective from 08 April 2024, as subsequently approved by the shareholders through postal ballot on 20th June, 2024;

?‚? Appointment of Mr. Pritesh Jain as a Chief Financial Officer on the Board of the Company for a term of 5 (five) years com- mencing from 08th April, 2024, subject to approval of Members on 20th June, 2024;

?‚? Appointment of Mr. Abhay Shah as an Independent Director on the Board of the Company for a term of 5 (five) years com- mencing from 08th April, 2024 subsequently regularized by the shareholders through postal ballot on 20th June, 2024;

Material changes and commitments affecting the financial position of the Company, between the end of the financial

year and the date of this report:

During the year ended 31st March, 2025, There were no material changes and commitments which affects the financial po- sition of the Company.

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 Familiar- ization 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

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 of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented Remuneration Com- mittee, which is in.

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, inde- pendence, 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:

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 Remuner- ation 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 there- to, 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 Governance Report

As per Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Corporate Governance is enclosed as a part of this Annual Report. A Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 17(7) read with Part A of Schedule II of the Listing Regulations is also enclosed along with the Corporate Governance Report.

Board Meetings

The Board met 7 (Seven) times during the year under review. The details of Board Meetings and the attendance of the Direc- tors 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 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 at- tracted. 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 compli- ance 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 responsi- ble 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 neces- sary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

R.B .Gohil & Co. Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-04-2022 till 31-03-2027. Independent Auditors Report on Quarterly and Year to Date Financial results of Sanjivani Parenteral ltd. pursuant to the regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors Report for the financial year ended 31st March, 2025, 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

The Board had appointed M/s. HD and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as Annexure ?€“ III to this Report. The Secretarial Audit Report for the year does not contain any qualification, reser- vation or adverse remark except a comment, as follows, which, in the opinion of the Board is self-explanatory.

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 Compa- ny at the following link

Policy on dealing with related party transactions is available on the website of the Company at the following link 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

The code of conduct for Directors and senior management of the Company is available on website of the Company at the following link

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees and Di- rectors 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://

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 Annex- ure 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

Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

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.

Change in Name of Registrar and Share Transfer Agent

The name of Registrar and Transfer Agent of the Company is changed to MUFG Intime India Private Limited (RTA) from Link Intime India Private Limited, with effect from December 31, 2024. This is pursuant to acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement.

Maternity Benefits

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

The Company provides maternity benefits to eligible female employees, including paid maternity leave, nursing breaks, and other necessary facilities, in accordance with the law. The Company also supports a conducive and inclusive workplace envi- ronment to ensure the health, safety, and dignity of women employees during and after maternity

Human Resources

In any organization communication with employee is a key determinant factor of success your Company believes that employ- ees 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 1,97,394 equity shares upon conversion of 1,97,394 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

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 Respon- sibility Statement, it is hereby confirmed that:

?‚? In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting stan- dards have been followed and there are no material departures from the same;

?‚? 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, 2025 and of the profit of the Company for the year ended on that date;

?‚? 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;

?‚? The Directors have prepared the annual accounts on a going concern basis;

?‚? 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

?‚? 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/- Srivardhan Ashwani Khemka Director	SD/- Ashwani Anamisharan Khemka Director
Place: Mumbai
Date: 12 th August, 2025