Senores Pharmaceuticals Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Eighth (8 th ) Directors Report of your company on the operations and performance along with the Audited Standalone and Consolidated Financial Statements and the Auditors Report thereon, for the financial year ended on March 31, 2025 ("year under review/2024-25/2025/FY25").

FINANCIAL HIGHLIGHTS

( in Cr except per share data)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	60.53	40.85	417.51	217.34
Total Expenses before Depreciation & Finance cost	45.82	34.07	308.55	172.93
Profit / (Loss) before Depreciation & Finance Cost	14.71	6.78	108.96	44.41
Depreciation	3.08	2.04	16.84	10.02
Finance Cost	6.52	2.71	21.55	9.45
Profit / (Loss) Before exceptional and extraordinary items and tax	5.11	2.03	70.57	24.94
Less: Exceptional items	-	-	-	-
Profit / (Loss) Before tax	5.11	2.03	70.57	24.94
Less: Current Year Tax Deferred Tax	1.45 (0.03)	1.36 (0.14)	15.56 (3.33)	8.00 (15.76)
Profit / (Loss) from continuing operations	3.69	0.81	58.34	32.71
Profit / (Loss) from discontinuing operations	-	-	-	-
Profit for the period	3.69	0.81	58.34	32.71
Other Comprehensive Income	(0.23)	0.00	(3.53)	(1.07)
A. (i) Items that will not be reclassified to profit or loss	(0.29)	(0.06)	(0.38)	(1.06)
(ii) Income Tax relating to items that will not be reclassified to profit or loss	0.06	0.06	0.06	0.32
B. (i) Items that will be reclassified to profit or loss	-	-	(3.21)	(0.33)
(ii) Income Tax relating to items that will be reclassified to profit or loss	-	-	-	-
Total Comprehensive Income for the period	3.47	0.81	54.82	31.64
Earnings Per Share (EPS)	1.02	0.35	16.12	13.67

REVIEW OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS

a. Standalone:

During the year under review, the Standalone Income stood at 60.53 Cr, as compared to last years income of 40.85 Cr, which shows an increase by over 48.18% over last year due to increase in Sales, including export sale of the Company. Due to this, the Company has made profit before tax of 5.11 Cr as compared to last years Profit of 2.03 Cr.

b. Consolidated:

During the year under review, the Consolidated income stood at 417.51 Cr as compared to last years consolidated income of 217.34 Cr, which shows an increase of over 92.10%. Due to this, the consolidated profit before tax stood at 70.57 Cr as compared to last years Profit/Loss of 24.94 Cr. The total comprehensive income for the period stood at 54.82 Cr as compared to last years 31.64 Cr. Consolidated EPS stood at 16.12 per share on enhanced share capital as compared to last year of 13.67 per share.

DIVIDEND

As the Company has other pipelined projects for growth of the Company, the Directors of your Company have not recommended dividends for the financial year 2024-25.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves during the year under review.

BUSINESS OVERVIEW

The Company is global research driven and formulation focused pharmaceuticals company engaged in developing and manufacturing a wide range of pharmaceutical products for the Regulated Markets across various therapeutic areas and dosage forms, and with a presence in 40+ emerging markets with their branded generics. Companies strength lies in identifying, developing and manufacturing a diverse range of specialty, underpenetrated and complex pharmaceutical products establishing it as a preferred partner to select customers wordlwide.

The Company through its data analytics, research, market assessment and experienced management, strategically identify commercially underpenetrated molecules to launch products in the Regulated and Emerging Markets.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Three (3) Subsidiaries as on March 31, 2025.

Sr. No. Name of the Company	Percentage of holding	Subsidiary/ Wholly owned Subsidiary
1. Senores Pharmaceuticals INC.	100%	Wholly owned Subsidiary
2. Ratnatris Pharmaceuticals Private Limited	69 %	Subsidiary
3. Havix Group Inc. d/b/a Aavis Pharmaceuticals	67.77%*	Subsidiary

* The Company is directly holding 52.42% of ownership in Havix Group Inc. d/b/a Aavis Pharmaceuticals. Additionally, it holds an indirect ownership of 15.35 % through its wholly owned subsidiary i.e. Senores Pharmaceuticals Inc.

The Company does not have any holding company, JV or associate company.

The statement containing salient features of the financial statement of subsidiaries in Form No. AOC-1 is attached as Annexure-1 to this report.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the website of your Company at SHARE CAPITAL Authorized Share Capital

The Authorized Share Capital of the Company is 59,00,00,000 (Rupees Fifty-Nine Crore Only) divided into 5,90,00,000 (Five Crore and Ninety Lakh) Equity Shares of 10 (Rupees Ten) each as on March 31, 2025.

Changes in Paid-up Share Capital

a. Allotment of equity shares pursuant to conversion of 1,695 - 0% Unsecured Fully Compulsorily Convertible Debentures (CCDs) - Series III:

The Board of Directors, at their meeting held on April 09, 2024, allotted 16,95,000 Equity Shares at an issue price of 180 per equity share having face value of 10/- per equity share, pursuant to conversion of 1,695 - 0% Unsecured Fully CCDs Series-III.

b. Allotment of equity shares pursuant to conversion of 10,66,250 - 0% Unsecured Fully Compulsorily Convertible Debentures (CCDs) - Series IV:

The Board of Directors, at their meeting held on June 17, 2024, allotted 10,66,250 Equity Shares at an issue price of 320 per equity share having face value of 10/- per equity share, pursuant to conversion of 10,66,250 - 0% Unsecured Fully CCDs Series-IV.

c. Allotment of equity shares pursuant to Initial Public Offer:

During the year under review, the Company received in-principal approval for listing of 1,48,87,723 equity shares

of face value of 10/- each from National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on September 27, 2024. The Initial Public Offer ("IPO" or "Issue") was made for 1,48,87,723 equity shares of face value of 10 each, of the Company for cash at a price of 391 per equity share (including a share premium of 381 per equity share) ("Offer Price") aggregating to 582.11 Cr (the "Offer"). The Offer comprised of a fresh issue of 1,27,87,723 equity shares by the Company aggregating to 500 Cr (the "Fresh Issue") and an Offer for Sale of 21,00,000 equity shares (the "Offered Shares") aggregating to 82.110 Cr (the "Offer for Sale"). The Offer constituted 32.33% of the post-offer paid-up equity share capital of our company.

The issue opened on December 19, 2024 and closed on December 24, 2024. The IPO Committee at its meeting held on December 26, 2024 approved the allotment of the equity shares of the Company. The issue was led by book-running lead managers viz. Equirus Capital Private Limited, Ambit Private Limited and Nuvama Wealth Management Limited.

Further, pursuant to successful completion of the IPO process of the Company, the equity shares of the Company were listed on the main boards of the NSE and BSE on December 30, 2024.

Details of change in paid-up share capital during 2024-25:

Particulars	No. of shares	Paid-up Equity Share Capital (in )
At the beginning of the Financial Year (April 01, 2024) (Face value of 10 per equity share)	30,504,615	305,046,150
Allotment of equity shares pursuant to conversion of 1,695 - 0% Unsecured Fully CCDs - Series III	1,695,000	16,950,000
Allotment of equity shares pursuant to conversion of 1,066,250 - 0% Unsecured Fully CCDs - Series IV	1,066,250	10,662,500
Allotment of equity shares pursuant to IPO	12,787,723	127,877,230
At the end of the Financial Year (March 31, 2025)	46,053,588	460,535,880

UTILISATION OF PROCEEDS FROM INITIAL PUBLIC OFFER

The status of utilization of proceeds of the IPO, till March 31, 2025 is as set forth below:

( in Crore)

Sr. No. Object of Issue	Amount allocated as per Offer Document	Amount utilised as on March 31, 2025
1. Investment in one of our Subsidiaries, Havix, to fund capital expenditure requirements for setting up a manufacturing facility for the production of sterile injections in our Atlanta Facility	107.00
2. Re-payment/pre-payment, in full or in part, of certain borrowings availed by our Company	73.48	43.55
3. Investment in our Subsidiary, namely, Havix, for re- payment/pre- payment in full or in part, of certain borrowings availed by such Subsidiaries	20.22	3.91
4. Funding the working capital requirements of our Company	43.26	20.17
5. Investment in our Subsidiaries, namely, Senores Pharma Inc. and Ratnatris Pharmaceuticals Pvt Ltd. to fund their working capital requirements	59.48	22.41
6. Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes	154.37	35.72
7. Offer expenses	42.19	30.99
Total	500.00	156.75

The Company has appointed CARE Ratings Limited as the Monitoring Agency to monitor the utilisation of issue proceeds. The Company has obtained reports from the Monitoring Agency periodically confirming that there has been no deviation or variation in utilisation of the issue proceeds from the object of the Issue as stated in the Prospectus dated December 24, 2024. Further, the Company has duly submitted the requisite reports and statements with the stock exchanges, in terms of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FINANCE

Cash and cash equivalents as at March 31, 2025 were 81.20 Cr. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

CAPITAL EXPENDITURE OUTLAY

During the year under review, the Company has incurred Capex of 49.12 Cr (including work-in-progress). DEPOSIT

The Company has not accepted any deposits during the year under review and no amount against the same was outstanding at the end of the year falling within the ambit of Section 73 and 76 of the Companies Act, 2013 (the act) and the Companies (Acceptance of Deposits) Rules, 2014

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has provided loans and guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of Loans and Guarantee provided, and Investments made by the Company are given in the Notes to the Financial Statements.

CREDIT RATING

During the year under review, the Company did not receive any ratings from credit rating agencies, including for its subsidiaries.

RELATED PARTY TRANSACTIONS All the Related Party Transactions entered during the financial year were on an Arms Length basis and were in the Ordinary Course of Business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 as per Annexure-2.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company viz. LISTING FEE

The equity shares of the Company are listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The listing fee for the financial year 2024-25 has been paid to the credit of both the Stock Exchanges.

DETAILS OF DIRECTORS OR KMPs APPOINTMENT OR

RESIGNATION

Directors:

a. Re-designation of Mr. Deval Rajnikant Shah as Whole Time Director and Chief Financial Officer (CFO):

Mr. Deval Rajnikant Shah was re-designated as a Whole Time Director and Chief Financial Officer of the Company with effect from May 01, 2024 by the Board of Directors in their meeting held on May 01, 2024. Subsequently, the members of the Company, through a Special Resolution passed at the EGM held on May 25, 2024 approved his appointment for a term of three (3) years, commencing from May 01, 2024.

b. Re-designation of Mr. Chetan Bipinchandra Shah as Whole Time Director and Chief Operating Officer (COO):

Mr. Chetan Bipinchandra Shah was re-designated as a Whole Time Director and Chief Operating Officer of the Company with effect from May 01,2024 by the Board of Directors in their meeting held on April 09, 2024. Subsequently, the members of the Company, through a Special Resolution passed at the EGM held on May 25, 2024 approved his appointment for a term of three (3) years, commencing from November 10, 2023.

c. Re-appointment of Directors:

I n accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Chetan Bipinchandra Shah (DIN: 10381971), Whole Time

Director and Chief Operating Officer (COO) and Mr. Hemanshu Nitinchandra Pandya (DIN: 10383995), Non-Executive Non-Independent Director, are liable to retire by rotation at the ensuing AGM. Being eligible, they have offered themselves for reappointment.

Members attention is drawn to the relevant item(s) in the Notice of the AGM and the accompanying Explanatory Statement for further details.

Key Managerial Person:

During the year under review Ms. Nidhi Dilipbhai Kapadia (ICSI M. No.: A71676), had resigned from the post of Company Secretary & Compliance Officer (Key Managerial Person) w.e.f. November 16, 2024 and Mr. Vinay Kumar Mishra (ICSI M. No.: F11464), was appointed as the Company Secretary & Compliance Officer (Key Managerial Person) of the Company w.e.f. November 18, 2024 in terms of Section 203 of Companies Act, 2013 and Regulation 6(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, total fifteen (15) meetings of the Board of Directors were convened and held. Details of meetings of Board and its Committees including the dates, Directors attendance thereat and other relevant particulars are given in the Corporate Governance Report annexed herewith as Annexure - 6 and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under Regulation 16(1) (b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

Additionally, the Company has received confirmation from all Independent Directors regarding their

registration with the Independent Directors Databank, maintained by the Indian Institute of Corporate Affairs, in accordance with the provisions of the Act.

The report on Corporate Governance which forms part of the Annual Report contains the disclosure regarding the skills, expertise, competence and proficiency possessed by the Directors. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same. BOARD DIVERSITY

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.

ANNUAL EVALUATION OF PERFOMANCE OF BOARD As per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Boards own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is attached herewith as Annexure - 6 and forms a part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Annual Report.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this report.

NOMINATION AND REMUNERATION POLICY

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the

Companys website. The web-link as required under the Act is as under:

The Nomination and Remuneration Policy outlines the framework for the appointment and remuneration of Directors, KMP, and other Senior Management Personnel. It establishes criteria for determining qualifications, positive attributes, and the independence of Director, as well as other related matters. The matrix setting out details of the skills/expertise/competence of the Directors are provided in the Corporate Governance Report forming part of this Report.

CORPORATE GOVERNANCE REPORT The Company is committed to observe good corporate governance practices. The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance for the financial year ended March 31, 2025, as per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed herewith as Annexure - 6 and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report as Annexure -3.

RISK MANAGEMENT

The Company has put in place an enterprise-wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit committee ensures that the Company is taking appropriate measures to achieve a prudent balance between risk and reward in both ongoing and new business activities. The Committee reviews the strategic decisions of the Company and on regular basis, reviews the Companys portfolio of risks and considers it against the Companys Risk Appetite. The Committee also recommends changes to the Risk Management Technique and / or associated frameworks, processes and practices of the Company.

68

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In accordance with section 177 of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Whistle Blower Policy and has implemented a Vigil Mechanism, whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct of the Company. The policy safeguards the whistle blowers to report concerns or grievances. The Audit Committee oversees the functioning of this mechanism to ensure transparency and accountability. The Whistleblower Policy / Vigil Mechanism is available on the Companys website at:

During the year under review, the Company did not receive any complaints through Vigil Mechanism. It is affirmed that during the year under review none of the personnel has been denied access to the Chairman of Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act, 2013 and rules made thereunder, the net worth, turnover and net profit of the Company during the immediately preceding financial year i.e. FY 2023-24 was less than the prescribed threshold of 500 Crore, 1,000 Crore and 5 Crore respectively, therefore the Company is not required to spend on CSR activities during the year under review. However, the Company has constituted the CSR Committee and the details of the same is included in the Corporate Governance Report which forms part of the Boards Report. Further, the details pursuant to Annual Report on CSR activities for the Financial Year 2024-25 is not required to be separately provided in this report.

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance with Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, as far as possible and to the extent, if any, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b) The 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 profit and loss of the Company for that period;

c) The Directors have 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 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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace in place. The Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES The Information required to be disclosed in the Boards Report pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-4.

DISCLOSURE OF ACCOUNTING TREATMENT The financial statements have been prepared in accordance with Indian Accounting Standards (IND AS). The Company has prepared these financial statements to comply in all material respects with the IND AS, notified under section 133 of the Companies Act, 2013 ("the Act") read together with paragraph 7 of the Companies (Accounts) Rules, 2014.

SECRETARIAL STANDARDS

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

on Meetings of the Board of Directors and General Meetings.

The Company is in compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

AUDITORS AND AUDIT REPORTS

a. Internal Auditor

The Board of Directors has appointed Sharp and Tannan Associates, an Independent firm of Chartered Accountants, to act as an Internal Auditor of the Company for the Financial Year 2025-26, as per recommendations of the Audit Committee, in order to strengthen the internal control system for the Company.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s. Mukesh H. Shah & Co., Company Secretaries, as Secretarial Auditor for a term of five (5) consecutive years i.e. from F.Y. 2025-26 till F.Y. 202930, to conduct Secretarial Audit of the Company. The report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as on March 31, 2025 is attached to this report as Annexure-5. Remarks of secretarial auditor are self-explanatory. Annual Secretarial Compliance Report Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Mukesh H. Shah & Co., Company Secretaries, Secretarial Auditor of the Company.

Corporate Governance Report

The Company is committed to observe good corporate governance practices. The Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance for the financial year ended March 31, 2025, as per Regulation 34 (3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite Certificate from

the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance is annexed to this report as Annexure - 7.

Certificate of Non-Disqualification of Directors

A certificate of Non-Disqualification of Directors for the Financial Year 2024-25, pursuant to Regulation 34(3) and Schedule V Para C clause (10)

(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by Practicing Company Secretary is annexed to this report as Annexure - 8.

c. Statutory Auditors

The Members of the Company at their 07 th Annual General Meeting held on September 20, 2024, had approved the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountant as Statutory Auditors of the Company for a first term of five years from the conclusion of this 07 th Annual General Meeting till the conclusion of the 12 th Annual General Meeting of the Company to be held in the calendar year 2029.

Statutory Auditors Report

The observations of Statutory Auditor in its reports on standalone and consolidated financials statements are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors There were no instances of fraud reported by the auditors. Further, there are no qualifications, reservations or adverse remarks contain in the Auditors Report for the year under review.

d. Disclosure on maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 (18 of 2013) for the Financial Year 2024-25 MATERIAL CHANGES / INFORMATION:

There have been no material changes or commitments after the closure of the financial year up to the date of this report that may have substantial effect on the business and financial position of the Company. ANNUAL RETURN

Annual Return in Form MGT-7 in compliance with section 92 of the Companies Act, 2013 read with applicable rules made thereunder is available at the website of the Company i.e. .

Note: Till the completion of annual filing the draft of Annual Return for F.Y. 2024-25 has been made available on the website of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA covering details of Operations, International Markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

OTHER DISCLOSURES

?€? Issue of shares with differential rights:

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

?€? Issue of sweat equity shares:

The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

?€? Significant or material orders passed:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

?€? Reporting of fraud:

No fraud has been reported by the Auditors to the Audit Committee or the Board.

?€? Change in nature of business:

There has been no change in the nature of business of the Company.

?€? Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC):

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024-25.

?€? One-time settlement with Banks or Financial Institutions:

There was no instance of one-time settlement with any Bank or Financial Institution during the Financial Year 2024-25.

?€? Maternity Benefit:

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

?€? Business Responsibility and Sustainability Report ("BRSR"):

The Company is required to prepare BRSR from Financial Year 2026, hence all the processes are being put in place to provide comprehensive report for Financial Year 2026.

?€? MSME Act:

The Company complied with the requirement of

submitting a half yearly return to the Ministry of

Corporate Affairs within the specified timelines. ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the valuable support and co-operation received from government authorities, Financial Institutions and Banks during the year. Directors are also thankful for the support extended by the customers, suppliers and contributions made by the employees at all levels. Directors would also like to acknowledge continued patronage extended by the Companys shareholders in its entire endeavor. CAUTIONARY STATEMENT

Statement in the Boards Report and the Management Discussion and Analysis describing your Companys objectives, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws,

economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Senores Pharmaceuticals Limited

Sd/-

Swapnil Jatinbhai Shah

Managing Director DIN:05259821

Sd/-

Deval Rajnikant Shah

Whole Time Director & CFO DIN:00332722

Date: July 23, 2025 Place: Ahmedabad, Gujarat

Registered Office:

1101 to 1103, 11 th floor, South Tower,

One 42, Opp. Jayantilal Park,

Ambali Bopal Road,

Ahmedabad - 380054 Gujarat, India CIN: L24290GJ2017PLC100263