Senores Pharmaceuticals Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Nineth (9 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 year ended on March 31, 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Cr except per share data)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	172.44	60.53	679.69	417.51
Total Expenses before Depreciation 8i Finance cost	124.77	45.82	464.31	308.55
Profit / (Loss) before Depreciation 8i Finance Cost	47.67	8.55	215.38	108.96
Depreciation	13.23	3.08	31.25	16.84
Finance Cost	6.98	6.52	25.03	21.55
Profit / (Loss) Before exceptional and extraordinary items and tax	27.46	5.11	159.10	70.57
Less: Exceptional items	-	-	-	-
Profit / (Loss) Before tax	27.46	5.11	159.10	70.57
Less: Current Year Tax Deferred Tax	7.21	1.42	37.57	12.23
Profit / (Loss) from continuing operations	20.25	3.69	121.53	58.34
Profit / (Loss) from discontinuing operations	-	-	-	-
Profit for the period	20.25	3.69	121.53	58.34
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss	(0.01)	(0.29)	(0.02)	(0.38)
(ii) Income Tax relating to items that will not be reclassified to profit or loss	-	0.06	(0.01)	0.06
B. (i) Items that will be reclassified to profit or loss	-	-	29.22	(3.21)
(ii) Income Tax relating to items that will be reclassified to profit or loss	-		-	-
Total Comprehensive Income for the period	20.24	3.46	150.72	54.82
Earnings Per Share (EPS)	4.40	1.02	26.39	16.12

REVIEW OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS

a. Standalone:

During the year under review the Standalone Income stood at Rs. 172.44 Cr, as compared to last years income of Rs. 60.53 Cr, which shows an increase by over 184.88% 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 Rs. 27.46 Cr as compared to last years Profit ofRs. 5.11 Cr.

b. Consolidated:

During the year under review, the Consolidated income stood atRs. 679.69 Cr as compared to last years consolidated income of Rs. 417.51 Cr, which shows an increase of over 62.80%. Due to this, the consolidated profit before tax stood at Rs. 159.10 Cr as compared to last years Profit/Loss of Rs. 70.57 Cr. The total comprehensive for the period stood at Rs.150.72 Cr as compared to last years Rs. 54.82 Cr. Consolidated EPS stood at Rs. 26.39 per share on enhanced share capital as compared to last year of Rs. 16.12 per share.

Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years.

CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, which forms part of this report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

As on March 31, 2026, the Company has Four (4) direct Subsidiaries and Two (2) indirect Subsidiaries. There has been no material change in the nature of business of the subsidiaries.

A report on the financial position of each of the subsidiaries and associates as per the Act as provided in Form AOC-1 is attached as Annexure-1 forming integral part of 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 and Joint Venture.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the website of your Company at . com.

DIVIDEND

Considering the Companys ongoing investment in its growth initiatives and future pipeline projects, the Board of Directors has deemed it prudent to retain the profits to support these strategic objectives. Accordingly, the Board has not recommended any dividend for the financial year 2025-26.

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 pharmaceuticals company engaged in developing and manufacturing a wide range of pharmaceutical products predominantly for the Regulated Markets across various therapeutic areas and dosage forms, with a presence in Emerging Markets. Companies strength lies in identifying, developing and manufacturing a diverse range of specialty, underpenetrated and complex pharmaceutical

products establishing us as a preferred partnerto certain customer.

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.

SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company stands at Rs. 590,000,000 (Rupees Fifty Nine Cr Only) comprising 59,000,000 (Five Cr and Ninety Lakhs) equity shares of Rs.10 each, and the paid-up equity share capital stands at Rs. 460,535,880 (Rupees Forty Six Cr Five Lakhs Thirty Five Thousand Eight Hundred and Eighty Only) comprising 46,053,588 (Four Cr Sixty Lakhs Fifty Three Thousand Five Hundred Eighty Eight) equity shares ofRs. 10/- (Rupees Ten Only) each.

During the financial year 2025-26, the Company allotted

11,70,000 (Eleven Lakhs Seventy Thousand) convertible warrants to the Promoter and Promoter Group on a preferential basis by way of private placement, pursuant to the approval of the Board of Directors at its meeting held on March 28, 2026, and after obtaining the requisite statutory and regulatory approvals. Each convertible warrant is convertible into one equity share of the Company, and the warrant holders are entitled to exercise the conversion option in one or more tranches at any time within a period of eighteen (18) months from the date of allotment, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Except as mentioned above, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares or shares with differential voting rights also have not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

UTILISATION OF PROCEEDS FROM INITIAL PUBLIC OFFER

The Company had undertaken an Initial Public Offering (IPO) of its equity shares in December 2024. The proceeds raised from the IPO are being utilized in accordance with the objects of the issue as disclosed in the Prospectus dated December 24,2024.

As on March 31, 2026, certain funds aggregating to Rs. 105.02 Cr remain unutilized out of the IPO proceeds. The unutilized proceeds are temporarily invested/ deployed in accordance with applicable provisions and the Company continues to monitor the utilization of such funds towards the objects of the issue.

The details of the utilization of IPO proceeds and the balance unutilized amount as at March 31,2026 are as follows:

(Rs. in Cr)

Sr. Object of Issue No.	Amount allocated as per Offer Document	Amount un-utilized as on March 31,2026
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	100.02
2. Re-payment/pre-payment, in full or in part, of certain borrowings availed by our Company	73.10	0.00
3. Investment in our Subsidiary, namely, Havix, for re- payment/pre- payment in full or in part, of certain borrowings availed by such Subsidiaries	20.20	0.00
4. Funding the working capital requirements of our Company	43.26	0.00
5. Investment in our Subsidiaries, namely, Senores Pharma Inc. and Ratnatris Pharmaceuticals Pvt Ltd. to fund their working capital requirements	59.48	0.00
6. Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes	161.07	3.91
7. Offer expenses	35.88	1.09
Total	500.00	105.02

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 on 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.

Further, pursuant to the approval of the shareholders as received on August 03,2026 through a postal ballot resolution, the Company has re-allocated unutilized funds amounting to Rs. 650.16 Mn, which were originally earmarked for the object of Investment in one of the subsidiaries, Havix, to fund capital expenditure requirements for setting up a manufacturing facility for the production of sterile injections at the Atlanta Facility, as more particularly set out in the Postal Ballot Notice dated June 29, 2026.

Accordingly, following the shareholders approval, the revised object is reproduced below:

Sr. Object of Issue No.	Amount re-allocated
1. Investment in one of the subsidiaries, Havix, to fund capital expenditure requirements for setting up a manufacturing facility for the production of sterile injections in Atlanta Facility	419.84
2. Re-payment/pre-payment, in full or in part, of certain borrowings availed by the Company	731.01*
3. Investment in the Subsidiary, namely, Havix, for re- payment/pre-payment in full or in part, of certain borrowings availed by such Subsidiaries	202.05**
4. Funding the working capital requirements of the Company	432.59
5. Investment in the Subsidiaries, namely, SPI and Ratnatris to fund their working capital requirements	594.83
6. Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes	1,619.15 #
7. Investment in one of the subsidiaries, SPI, to fund Acquisition of ANDAs	153.90
Sr. Object of Issue No.		Amount re-allocated
8. Investment in one of the subsidiaries, Apnar, to fund capital expenditure requirements for expansion of existing manufacturing facility in Vadodara Facility		250.00
9. Investment in one of subsidiaries, Havix, to fund capital expenditure requirements for expansion of existing OSD manufacturing facility in Atlanta facility		246.25
Total		500.00

*The amount allocated to this object in the Prospectus was f 734.80 Mn. However, upon utilization of the funds, a surplus of f 3.79 Mn remained unutilized under this object. Accordingly, the surplus amount was transferred to Object No. 6 Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes. The said transfer has been noted by the monitoring agency, Care Ratings Limited, in their report dated May 14, 2026 for the quarter ended March 31, 2026.

**The amount allocated to this object in the Prospectus was f 202.20 Mn. However, upon utilization of the funds, a surplus of TO. 15 Mn remained unutilized under this object. Accordingly, the surplus amount was transferred to Object No. 6 Funding inorganic growth through acquisition and other strategic initiatives and general corporate purposes The said transfer has been noted by the monitoring agency, Care Ratings Limited, in their report dated May 14, 2026 for the quarter ended March 31, 2026.

# The amount allocated to this object in the Prospectus was f 1,543.68 Mn. Further, as mentioned above, surplus funds of f 3.94 Mn from Object nos. 2 & 3 combined were transferred to this object, f 30.00 Mn and f 33.05 Mn were also transferred to this object from the balance amount of issue related expenses. The said transfers have been noted by the monitoring agency, Care Ratings Limited, in their report dated May 14, 2026 for the quarter ended March 31, 2026. Thereafter, a surplus fund of f 8.48 Mn from issue related expenses was approved to be transferred to this object via board meeting dated May 14, 2026.

UTILISATION OF PROCEEDS FROM PREFERNTIAL ALLOTMENT OF CONVERTIBLE WARRANTS As mentioned in the above section of this Board Report the Company has allotted 11,70,000 (Eleven Lakhs Seventy Thousand) convertible warrants to the Promoter and Promoter Group on a preferential basis by way of private placement, pursuant to the approval of the Board of Directors at its meeting held on March 28, 2026.

The proceeds raised through the preferential allotment are being utilized for the objects stated in the Explanatory Statement to the Notice convening the shareholders meeting approving the preferential issue and other applicable offer documents.

The details of the utilization of preferential allotment proceeds and the balance unutilized amount as at March 31,2026 are as follows:

(Rs. in Cr)

Sr. Object of Issue No.	Amount allocated as per the Placement Document	Amount un-utilized as on March 31, 2026
1. Funding the working capital requirements of our Company	31.253	2.50
2. Funding the product development expenditure for the Company	25.00	0.00
3. Investment in our subsidiaries, by way of loan, to fund their working capital requirements	15.00	2.50
4. General Corporate Purpose	23.751	0
Total	95.004	5.00

The Company confirms that the proceeds raised through the preferential allotment have been utilized in accordance with the objects of the issue, and the balance unutilized amount shall be utilized for the approved objects within the stipulated timelines. Further, the Company confirms that there has been no deviation or variation in utilisation of

the issue proceeds from the object of the Issue as stated in the Explanatory Statement to the Notice convening the shareholders meeting approving the preferential issue and other applicable offer documents. Further, the Company has duly submitted the requisite 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.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

• Increase in Equity Stake in Havix Group Inc. d/b/a Aavis Pharmaceuticals

The Company along with its wholly owned subsidiary, Senores Pharmaceuticals Inc., completed the acquisition of 5.88% of the equity share capital of Havix Group Inc. d/b/a Aavis Pharmaceuticals on September 12, 2025. The acquisition is in line with the Companys strategic objective of strengthening its presence in the regulated pharmaceutical markets.

• Further Investment in Senores Pharmaceuticals Inc., Wholly Owned Subsidiary

In accordance with the Objects of the Initial Public Offer (IPO) as disclosed in the Prospectus dated December 24, 2024, the Company made a further investment of US$ 1,999,968 in Senores Pharmaceuticals Inc. on September 18, 2025, by subscribing to 120,480 equity shares of US$ 16.60 each on a rights basis. Consequently, Senores Pharmaceuticals Inc. continues to remain a wholly owned subsidiary of the Company.

• Incorporation of Zoraya Pharmaceuticals, LLC Senores Pharmaceuticals Inc., the Companys wholly owned subsidiary, subscribed to 51% of the membership interest in Zoraya Pharmaceuticals LLC, incorporated in the State of Delaware, United States of America. Pursuant to the said investment, Zoraya Pharmaceuticals LLC became a step- down subsidiary of the Company with effect from November 4, 2025.

• Acquisition of Apnar Pharma Private Limited

The Company entered into a Share Purchase Agreement (SPA) on December 15, 2025, for the acquisition of 100% of the equity share capital of Apnar Pharma Private Limited in one or more tranches. As at the end of the financial year, the

Company had acquired 56,63,804 equity shares, representing 75% equity stake in Apnar Pharma Private Limited, thereby making it a subsidiary of the Company. The acquisition of the remaining 25% equity stake is expected to be completed during the second quarter of 2026-27, subject to the terms and conditions of the SPA.

• Preferential Allotment of Convertible Warrants

During the financial year, the Company allotted

11,70,000 (Eleven Lakhs Seventy Thousand) convertible warrants to the Promoter and Promoter Group on a preferential basis by way of private placement, pursuant to the approval of the Board of Directors at its meeting held on March 28, 2026, and after obtaining the requisite statutory and regulatory approvals. Each convertible warrant is convertible into one equity share of the Company, and the warrant holders are entitled to exercise the conversion option in one or more tranches at any time within a period of eighteen (18) months from the date of allotment, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

EMPLOYEE STOCK OPTION SCHEME With a view to attracting, retaining, motivating and rewarding talented employees and aligning their interests with the long-term growth and performance of the Company, the Board of Directors has approved the proposal to introduce an Employee Stock Option Scheme (ESOP Scheme), subject to the approval of the shareholders and such other statutory and regulatory approvals as may be required. The proposed ESOP Scheme is intended to provide eligible employees with an opportunity to participate in the future growth and success of the Company through equity-based incentives. The Scheme shall be implemented in accordance with the provisions of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. The approval of the shareholders for adoption of the ESOP Scheme and the related matters for issuance of equity shares under the ESOP Scheme, is being sought at the ensuing General Meeting.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the relevant circulars issued by Securities and Exchange Board of India, the Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report of the Company for the financial year ended March 31, 2026. This is the first year in which the Company is required to prepare and disclose the BRSR in accordance with the applicable regulatory requirements.

The BRSR reflects the Companys approach towards integrating environmental, social and governance (ESG) considerations into its business strategy, operations and stakeholder engagement. It provides disclosures on the Companys performance against the nine principles ofthe National Guidelines on Responsible Business Conduct (NGRBC), covering areas such as ethics, governance, employee well-being, environmental stewardship, human rights, responsible value chain management, customer value and community development.

The Company remains committed to conducting its business in a responsible, ethical and sustainable manner while creating long-term value for all its stakeholders. As the Companys ESG reporting framework continues to evolve, it will endeavor to further strengthen its governance processes, data management systems and sustainability initiatives in line with applicable regulatory requirements and industry best practices.

Pursuant to Regulation 34 and Schedule V of the Listing Regulations, as well as the frequently asked questions issued by the stock exchanges (BSE Limited and National Stock Exchange of India Limited), the Business Responsibility and Sustainability Report has been uploaded on the website of the Company and can be accessed from the website of the Company at https:// senorespharma.com/reports1 /. It provides detailed disclosures on the Companys sustainability-related performance and initiatives during the financial year.

DIVIDEND DISTRIBUTION POLICY Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has adopted a Dividend Distribution Policy setting out the broad framework and guiding principles for declaration and payment of dividends.

The Policy outlines the various internal and external factors that may be considered by the Board while recommending or declaring dividends, including the Companys financial performance, profitability, cash flows, capital expenditure requirements, working capital needs, future growth plans, business outlook, applicable statutory and regulatory requirements, and other relevant considerations.

The declaration and payment of dividend shall continue to remain at the discretion ofthe Board of Directors and/ or the shareholders, as applicable, and shall be subject to the provisions ofthe Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company and other applicable laws in force from time to time.

The Dividend Distribution Policy is available on the Companys website and can be accessed at https:// senorespharma.com/policies/.

DEPOSIT

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 ofthe Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U N DER SECTION 186 OF TH E COM PAN IES ACT, 2013 During the year under review, the Company has granted loans, advances and made an investment under the provisions of section 186 ofthe Companies Act, 2013. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

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 ofthe 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 material Related Party Transactions entered by the Company are disclosed in Form AOC-2 as per Armexure-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 year 2025-26 has been paid to both the Stock Exchanges.

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

The Information pertaining to Conservation of Energy, Technology Absorption, 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 is annexed as Annexure -3.

DETAILS OF DIRECTORS OR KMPS APPOINTMENT OR

RESIGNATION

Directors:

During the year ender review, there has been no changes in the directors of the Company.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sanjay Shaileshbhai Majmudar (DIN: 00091305) and Mr. Arpit Deepakkumar Shah (DIN: 07214641) retires by rotation at the ensuing AGM and being eligible, has offered themselves for re-appointment.

Further, in the current year, Mr. Viranchi Arvindbhai Shah (DIN: 01598001) as an Additional Director (Independent) of the Company with effect from August 26, 2026, pursuant to Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company, to hold office up to the date of the ensuing Annual General Meeting. The Members of the Company are recommended to approve his appointment as an Independent Director, not liable to retire by rotation, for a term of five consecutive years, with effect from August 26, 2026 till August 25, 2031, in terms of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013.

Further, as confirmed by the directors of the Company, none of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All directors have further confirmed that they are not debarred from holding the office of a director under any order from Securities and Exchange Board of India or any other authority.

Key Managerial Person:

During the year under review there has been no change in the Key managerial Personnel of the Company. However, during the current year Mr. Vinay Kumar Mishra, has resigned from the position of Company Secretary 8i Compliance Officer of the Company with effect from June 10, 2026.

The Board of Directors of the Company on recommendation from the Nomination and Remuneration Committee in their respective meetings held on August 26, 2026 appointed Mrs. Shilpa Sharma as Company 8i Compliance Officer of the Company with effect from August 26, 2026.

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.

CORPORATE SOCIAL RESPONSIBILITY The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company . The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 4, which forms part of this Integrated Annual Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Integrated Annual 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, 2026, 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 - 5 and forms part of this 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 - 5A.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee and Stakeholders Relationship Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition terms of reference, attendance, etc., are included in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Board has accepted all the recommendations of the Audit Committee.

MEETINGS OF THE BOARD AND COMMITTEES During the year under review, total seven (07) meetings of the Board of Directors were convened and held. Details of meetings 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 - 5 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.

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 - 5 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 Integrated 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

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at https:// senorespharma.com/policies/.

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.

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 Risk Management 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.

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: . com/policies/

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.

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 31,2026, the applicable accounting standards had been followed and there are no material departures;

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 of the profit of the Company for the financial year ended 31st March, 2026;

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.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 & 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 pursuantto 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-6.

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

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

AUDITORS AND AUDIT REPORTS

a. Internal Auditor

The Board of Directors has appointed M/s. Sharp and Tannan Associates, an Independent firm of Chartered Accountants, to act as an Internal Auditor of the Company for the Financial Year 2026-27, 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 2025-26 till 2029-30, 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, 2026 is attached to this report as Annexure-7. Remarks of secretarial auditor are self-explanatory and therefore do not call for any further comments. Further, Ratnatris Pharmaceuticals Private Limited being a material subsidiary Company of the Company has also undertaken the Secretarial Audit conducted by M/s. Mukesh H. Shah & Co., Company Secretaries, as Secretarial Auditor for the financial year 2025-26. The report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as on March 31, 2026 is attached to this report as Annexure-7 A. Remarks of secretarial auditor are self-explanatory and therefore do not call for any further comments.

Annual Secretarial Compliance Report Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable Securities and Exchange Board of India Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Mukesh H. Shah & Co., Company Secretaries, Secretarial Auditor.

Certificate of Non-Disqualification of Directors A certificate of Non-Disqualification of Directors for the Financial Year 2025-26, 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 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 financial statements are self-explanatory and therefore do not call for any further comments.

Details in respect of frauds reported by auditors

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 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 2025-26.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company . The weblink is .

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.

SIGNIFICANT OR MATERIAL ORDERS PASSED No significant and material orders have been passed by any of the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

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 2025-26 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 integral part of this Annual Report.

CODE OF CONDUCT

The Company is committed to maintaining the highest standards of ethical conduct, integrity, transparency and accountability in all aspects of its business operations. In line with the principles of good corporate governance and pursuant to Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Code of Conduct applicable

to all members of the Board of Directors and Senior Management Personnel.

The Code of Conduct provides the framework for ethical business practices and sets out the standards expected of Directors and Senior Management Personnel in the discharge of their responsibilities. It covers, inter alia, compliance with applicable laws and regulations, integrity and fairness in dealings, avoidance of conflicts of interest, protection of confidential information and Company assets, compliance with insider trading regulations, and the promotion of an ethical work environment.

The Company believes that adherence to the Code of Conduct is fundamental to fostering stakeholder confidence and ensuring sustainable business practices. All members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31,2026.

A declaration signed by the Managing Director/Chief Executive Officer confirming such compliance forms part of the Corporate Governance Report. The Code of Conduct is available on the Companys website.

OTHER DISCLOSURES

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

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-26.

• The details pertaining to the credit rating as obtained by the Company, if any, is stated in the Corporate Governance Report which is attached herewith as Annexure - 5 and forms a part of this report.

• The details related to the Board diversity is stated in the Corporate Governance Report which is attached herewith as Annexure - 5 and forms a part of this report.

• The address whereby the books of accounts are maintained is stated in the Corporate Governance Report which is attached herewith as Annexure - 5 and forms a part of this report.

MATERNITY BENEFIT

During the year under reviewthe Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

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 forward- looking 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

Date: August 26, 2026
Place: Ahmedabad, Gujarat