Sequent Scientific Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys Fortieth Annual Report along with the Companys Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Summary

The summarized financial performance of your Company for Financial Year 2024-25 is given below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,782.57	1,685.18	15,513.70	13,697.31
Other Income	509.37	459.80	146.86	109.57
Profit/ (Loss) before interest, depreciation and tax	395.54	193.16	1,764.84	723.71
Less: Finance costs	39.60	43.61	607.51	480.86
Less: Depreciation and amortisation expenses	86.65	89.40	664.51	615.40
Profit/(Loss) before exceptional items and tax	269.29	60.15	492.82	(372.55)
Exceptional items	(48.81)	(62.54)	(49.76)	(173.91)
Profit/(Loss) before tax (after exceptional items)	220.48	(2.39)	443.06	(546.46)
Tax expense / (Credit) - Current Tax	38.83	-	407.18	144.83
- Deferred tax	23.71	(13.20)	(288.41)	(389.82)
- Current tax of prior period (reversed) / provided	-	4.59	1.70	(5.34)
Profit/(Loss) after tax	157.94	6.22	322.59	(296.13)
Net Profit for the year attributable to:
Owners of the Company	157.94	6.22	218.78	(358.69)
Non-controlling interest	-	-	103.81	62.56

2. Business Performance Review

For FY 2024-25 (FY25), on a Consolidated basis, your Companys revenues stood at 15,513.70 Million as against 13,697.31 Million in FY 2023-24 (FY24) registering growth of 13.26 % over the previous year. The Company posted profit after tax of 322.59 Million in FY25 as against loss after tax of (296.13) Million in FY24.

On a Standalone basis, your Companys revenues for FY25 stood at 1,782.57 Million as against 1,685.18 Million in FY24. The Company posted a profit after tax of 157.94 Million in the FY25 as against profit after tax of 6.22 Million in the FY24.

Management Discussion and Analysis Report, which forms part of the Boards Report, details the Companys operational and financial performance for the year under review.

Business Overview

Formulations

Expanding Our Global Footprint: Our Spanish manufacturing plant received Turkish GMP approval, allowing Turkish sales team to cross-leverage portfolio for productivity enhancement.

Phyto-solutions Line: Our Phyto-solutions range, nutritional bio-actives based on essential oils for industrial markets in swine and poultry, maintained its growing trend especially in markets where we have direct market access (Europe, Brazil and Mexico). We are now entering FY26 with a reinforced team to better structure this activity especially on technical support for our customers.

Entry into new business segments: As part of efforts to build-up presence in a new segment, we are pleased to share that we started distributing vaccines for Syva in Benelux.

Expanding reach: The Company ramped up presence in India by means of increasing its field force by ~40 individuals for greater penetration across the country.

Building up injectables capability: The Companys Turkish injectables manufacturing facility has EUGMP approval and plans to leverage this site as an export base is progressing well. The focus from hereon will be on getting additional product regulatory approvals for which we redirected resources towards this high value segments. The launch of Tulaject, a Tuathromycin based injectable from Turkey was a testament of our efforts in this regard.

API

Market Expansion: Strategic efforts to broaden our presence in key markets, such as Japan, have yielded successful outcomes, strengthening our global footprint.

Expanding portfolio with existing partners: We deepened our business commitment with Top-10 customers and thereby increasing business contribution from 51% to 54%.

Safety-first Approach: Vizag site was awarded CII Safety Leadership Gold; scored 98.5 (A+) from AP Safety Board. Mahad site was recognized for Health and Occupation safety, at National Safety Council of India.

Increased Cost Competitiveness: We enhanced our cost competitiveness in the price-sensitive emerging markets and implemented a systematic cost reduction programme which helped us cut prices of some key products and thereby increasing marketability.

3. Dividend

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Companys dividend distribution policy, have decided that it would be prudent not to recommend any Dividend for the year under review.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has formulated a Dividend Distribution Policy which ensures an appropriate balance between rewarding its Shareholders and retaining enough capital for the Companys future growth. This Policy is available on the Companys website at https://sequent.in/wp-content/pdf/policies/Sequent_Dividend_Distribution_Policy.pdf

4. Transfer to Reserves

The Board of Directors of your Company have decided not to transfer any amount to the Reserves for the year ended March 31, 2025.

5. Share Capital

As on March 31, 2025, the Authorized Share Capital of the Company was 80,00,00,000 divided into 40,00,00,000 equity shares of 2 each.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025, was 50,06,03,990 divided into 25,03,01,995 equity shares of 2 each. During the year, the Company allotted 8,68,500 equity shares of 2 each pursuant to the exercise of options in terms of the Sequent Scientific Limited Employees Stock Option Plan 2020 of the Company.

During the year under review, the Company has not issued any shares with differential voting rights or sweat equity or warrants.

As on March 31, 2025, none of the Directors of the Company held instruments convertible into equity shares of the Company.

6. Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI Listing Regulations, the Audited Consolidated Financial Statements forms an integral part of this Annual Report.

7. Subsidiaries, Associates and Joint Ventures Companies

As on March 31, 2025, your Company has 19 (Nineteen) Subsidiaries, out of which 15 are wholly owned Subsidiaries. Your Company does not have any Joint Ventures or Associate Companies.

During the FY25, there was no change in the direct Subsidiaries of the Company. Following are the changes in step-down subsidiaries during FY25:

Name of the Subsidiary	Country	Changes during the year
N-Vet AB	Sweden	Increased holding from 96.10% to 100% w.e.f. November 22, 2024
Alivira Italia SRL	Italy	Increased holding from 95% to 100% w.e.f. November 22, 2024

8. Scheme of Amalgamation

During the year under review, the Board of Directors of the Company, at their meeting held on September 26, 2024, after considering the respective recommendations of the Audit Committee and the Committee of Independent Directors, approved a Composite Scheme of Amalgamation ("Scheme") for the merger of Viyash Life Sciences Private Limited ("Viyash") and its group companies (listed below) ("Viyash Group Entities") and Sequent Research Limited ("SRL"), a wholly owned subsidiary of the Company with the Company, under Sections 230 to 232 and other applicable provisions of the Act.

Viyash Group Entities

1. Symed Labs Limited

2. Vandana Life Sciences Private Limited

3. Appcure Labs Private Limited

4. Vindhya Pharma (India) Private Limited

5. S.V. Labs Private Limited

6. Vindhya Organics Private Limited

7. Geninn Life Sciences Private Limited

Competition Commission of India vide its letter no. Comb Reg. No. C-2024/12/1218 dated January 21, 2025, has approved the Scheme which is also available on the Companys website and can be accessed at www.sequent.in. The Company is awaiting further statutory approvals for the said Scheme.

9. Accounts/ Performance of Subsidiaries

In accordance with the provisions of Section 129(3) of the Act read with the Rules made thereunder, a statement providing details of performance and the financial position of the subsidiaries is given in the prescribed Form AOC-1 attached as an "Annexure 1" forming part of this Report.

Further, in accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Audited Standalone and the Consolidated Financial Statements of the Company and the Audited Financial Statements of each of the Subsidiary Companies have been placed on the website of the Company at https://sequent.in/investor-relation/

For the FY 2024-25, the following were the material unlisted subsidiaries of the Company:

1. Alivira Animal Health Limited, India

2. Alivira Animal Health Limited, Ireland

3. Laboratorios Karizoo, Spain

4. Alivira Saude Animal Ltda, Brazil

The Company has formulated a Policy for determination of Material Subsidiaries. The said Policy is available on the Companys website and can be accessed at https://sequent.in/wp-content/uploads/2025/02/4.- Policy-on-Determination-of-Material-Subsidiaries.pdf

10. Annual Return

Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual Return of your Company as on March 31, 2025 is available on the Companys website and can be accessed at https://sequent.in/investor-relation/

11. Credit Rating

As on the date of this Report, the credit rating assigned by India Ratings & Research (Fitch Group) is "IND A" with Positive outlook (revised from "IND A" with negative outlook) for long-term bank facilities of the Company. The said ratings signify a high degree of safety regarding the timely servicing of financial obligations.

Further, India Ratings & Research (Fitch Group) reaffirmed the rating as "IND A1" for the Companys shortterm bank facilities, which signifies strong safety regarding timely payment of financial obligations and carry the lowest credit risk.

12. Public Deposit

During the year under review, your Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with Rules framed thereunder.

13. Directors & Key Managerial Personnel

As on March 31, 2025, the Board comprises of 9 (Nine) Directors out of which 2 (Two) Directors are Executive, 3 (Three) Directors are Non-Executive Independent including one Woman Director and 4 (Four) Directors are Non- Executive Non-Independent. All Directors are competent and experienced personalities in their respective fields. The Board is Chaired by Dr. Kamal Sharma, Independent Director of the Company.

The following changes took place in the Board of Directors of the Company during FY25:

• Mr. Vedprakash Ragate (DIN: 10578409) was appointed as an Additional Director designated as WholeTime Director of the Company w.e.f April 17, 2024. Subsequently, the Members of the Company approved the said appointment through postal ballot vide Ordinary resolution passed on July 12, 2024.

• Mr. Sharat Pandurang Narasapur (DIN: 02808651) stepped down as Joint Managing Director of the Company w.e.f. April 30, 2024, due to personal reasons. There was no other material reason for his resignation except as stated. The Board placed on record its appreciation for the contributions made by Mr. Narasapur during his tenure as Joint Managing Director.

• Dr. Fabian Kausche (DIN: 08976500) was appointed as a Director retiring by rotation of the Company at the Annual General Meeting held on September 17, 2024.

• Dr. Kausalya Santhanam (DIN: 06999168) ceased to be an Independent Director of the Company w.e.f. October 27, 2024, due to the completion of two consecutive terms of five years, serving as an Independent Director to the Company. The Board placed on record its appreciation for the contributions made by Ms. Santhanam during her tenure as an Independent Director.

• Ms. Revati Parag Kasture (DIN: 07558973) was appointed as an Independent Director of the Company w.e.f. December 17, 2024, upto December 16, 2029 (both days inclusive). Subsequently, the Members of the Company have approved her appointment as an Independent Director of the Company through Postal Ballot on February 19, 2025. The Board of Directors of the Company are of the opinion that Ms. Revati Parag Kasture, has the integrity, expertise and experience (including requisite proficiency) to be appointed as an Independent Director of the Company.

Mr. Rajaram Narayanan, Managing Director and CEO and Mr. Neeraj Bharadwaj, Non-Executive Director of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and have offered themselves for the re-appointment. Based on their performance, experience and expertise, the Board of Directors, on recommendation of the Nomination and Remuneration Committee of the Company, recommends the appointment of Mr. Rajaram Narayanan and Mr. Neeraj Bharadwaj, as the Director liable to retire by rotation at the forthcoming Annual General Meeting.

All the Directors have also affirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of the requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) They meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) They have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

As per the provisions of Section 203 of the Act, Mr. Rajaram Narayanan, Managing Director and CEO, Mr. Vedprakash Ragate, Whole-time Director, Mr. Saurav Bhala, Chief Financial Officer and Ms. Yoshita Vora, Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2025. Mr. Phillip Trott stepped down as the Company Secretary and Compliance Officer of the Company w.e.f. December 16, 2024. He continues to be associated with the Company in his other roles. Ms. Yoshita Vora was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. December 17, 2024.

14. Board Evaluation-

Pursuant to provisions of Schedule IV of the Act and Rules made thereunder and provisions of Listing Regulations, the Company had formulated a policy called SeQuent Board Performance Evaluation Policy (the Policy) for performance evaluation of the Board, its Committees, Chairperson of the Board, and other individual Directors (including Independent Directors). Based on the criteria mentioned in the Policy, your Company has prepared a questionnaire to carry out the performance evaluation of the Board, its Committees, Chairperson of the Board, and other individual Directors (including Independent Directors) on an annual basis. The questionnaire is structured to embed various parameters based on which the performance can be evaluated. Based on these criteria, the Board carried out annual performance evaluation of the Board, its Committees, Chairperson of the Board, and Individual Directors (including Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Nonindependent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The results of the performance evaluation were sent to the Chairman of the Board and noted by the Board of Directors.

15. Meetings of The Board

During the year under review, 8 (Eight) Board Meetings were held on April 16, 2024, May 15, 2024, August 14, 2024, September 26, 2024, October 07, 2024, November 13, 2024, December 16, 2024 and February 11, 2025. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report for the financial year ended March 31, 2025, which forms an integral part of this Annual Report.

16. Companys Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

Pursuant to Section 178 of the Act, Nomination and Remuneration Committee has formulated "SeQuents Policy on Directors Appointment and Remuneration" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company. The said policy is uploaded on the website of the Company and can be accessed at: https:// sequent.in/wp-content/pdf/policies/Sequent%E2%80%99s%20Policy%20on%20Director%E2%80%99s%20 Appointment%20and%20Remuneration.pdf

The salient features of the policy are as under:

• NRC to identify people who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

• NRC to guide the Board in relation to the appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

• NRC to evaluate the performance of the Members of the Board including Independent Directors to provide necessary information/ report to the Board for further evaluation.

• NRC to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial person and create competitive advantage.

• To devise a policy on Board diversity.

• To develop a succession plan for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to regularly review the plan.

The details relating to remuneration of Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. Committees of The Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings and attendance at the Meetings are provided in the Corporate Governance Report which forms an integral part of this Annual Report. There has been no instance where suggestions of the Committees have not been accepted by the Board.

18. Auditors and Auditors Report Statutory Auditors

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting held on September 17, 2024, M/s. SRBC & CO LLP, Chartered Accountants (Firm Registration No. 324982E/ E300003) were appointed as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 39^th Annual General Meeting (AGM) till the conclusion of 44^th AGM.

The Independent Auditors Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2025, forms an integral part of this Annual Report and does not contain any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Act. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Rules thereunder, the Board had appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary (Firm Registration No: P2003MH008800) to conduct Secretarial Audit of the Company for the year ended March 31, 2025, and its unlisted material subsidiary, Alivira Animal Health Limited ("Alivira").

The Secretarial Audit Report for the Company, issued in Form No. MR-3, is attached to this Boards Report as "Annexure 2A" and the Secretarial Audit Report of Alivira is attached as "Annexure 2B" respectively. The comments made by the Secretarial Auditors are self-explanatory.

Pursuant to Regulation 24A of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at : https://sequent.in/wp-content/uploads/2025/05/SEBI- Compliance-Report-24-A-Reportsigned.pdf

SEBI vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, had introduced SEBI LODR (Third Amendment) Regulations, 2024, wherein detailed norms governing the appointment, re-appointment, continuation and removal of secretarial auditors in listed entities, effective from April 1, 2025, had been given.

Given the regulatory changes, the Board of Directors of the Company on recommendation of the Audit Committee, have approved and proposed the appointment of M/s. BMP & Co LLP (Firm Registration Number: L2017KR003200) as the Secretarial Auditors of the Company for a term of 5 consecutive financial years w.e.f. FY 2025-26 to FY 2029-30, subject to approval of shareholders at the ensuing Annual General Meeting.

The brief profile of M/s. BMP & Co LLP forms part of the Notice convening the Annual General Meeting. M/s. BMP & Co LLP have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain the cost accounts and cost records which have been duly maintained. The Board of Directors, on the recommendation of Audit Committee, have re-appointed M/s. Joshi Apte & Associates, Practicing Cost Accountants, (Firm Registration Number: 000240) as the Cost Auditors of the Company for the financial year 2025-26. In compliance with the requirements of the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. M/s. Joshi Apte & Associates, have confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and satisfy the prescribed eligibility criteria.

The Cost Audit Report for the FY24 has been duly filed and it does not contain any qualification, reservation or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act.

19. Segment

The Company operates only in a single segment, i.e. the Pharmaceuticals Segment.

20. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an "Annexure 3" and forms an integral part of this Annual Report.

In accordance with the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms part of this Report.

In terms of Section 136 of the Act, the said report is open for inspection at the Registered Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@sequent.in

21. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act and the SEBI Listing Regulations, the Company has established Vigil Mechanism and a Whistle Blower Policy, for the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. It also provides adequate safeguards against the victimization of employees who avail this mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle blower policy can be accessed at https://sequent.in/wp-content/pdf/policies/Whistle%20Blower%20Policy.pdf

22. Particulars of Loans, Guarantees and Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in Notes to the Financial Statements in the Annual Report.

23. Related Party Transactions

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. All Related Party Transactions ("RPTs") are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for RPTs which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

There were no material contracts/arrangements/transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

In the line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and the same can be accessed at https://sequent.in/wp-content/uploads/2025/02/4.-Policy-on-Determination-of- Material-Subsidiaries.pdf

Members may refer to Notes to Financial Statements which sets out related party disclosures as per applicable accounting standards.

24. Corporate Social Responsibility Committee

The Corporate Social Responsibility ("CSR") Committee comprises of Dr. Kamal Sharma, Independent Director, Mr. Rajaram Narayanan, Managing Director and Chief Executive Officer and Mr. Vedprakash Ragate, Whole-Time Director as its Members. Your Company has a policy on CSR and the same can be accessed at https://sequent.in/wp-content/pdf/policies/Corporate%20Social%20Responsibility%20(CSR)%20Policy.pdf

The brief objectives as per the CSR policy includes the following:

• Uplift the communities around its areas of operation, thereby creating a positive impact on the community.

• Identify interventions to ensure sustainable social development after considering the immediate and long-term socio environmental requirements.

• Setting high standards of quality in providing interventions and support to meet the needs of the community.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as an Annexure 4 and forms an integral part of this Annual report. Due to the negative average profit of the preceding three financial years, the Company has not incurred any expenditure on CSR activities for the financial year 2024-25.

25. Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested by Internal Auditors of the Company i.e. Grant Thornton Bharat LLP, Chartered Accountants, independently and no reportable material weakness in the design or operations was observed.

Internal Financial Controls have been designed to provide reasonable assurance with regards to the recording and providing reliable financial and operational information complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

26. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

• in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2025, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company for the year ended on that date;

• proper and sufficient care has been taken 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 annual financial statements for the year ended March 31, 2025, have been prepared on a going concern basis;

• internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

• proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and Expenditure on Research & Development

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as an Annexure 5 and forms an integral part of this Annual Report.

28. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaint Committee(s) at various locations to redress and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the financial year 2024-25, no complaint pertaining to sexual harassment was received.

29. Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. Nilesh Shah & Associates, Practicing Company Secretaries and Secretarial Auditors of the Company, confirming compliance with Corporate Governance for the year ended March 31, 2025, forms an integral part of this Annual Report.

30. Business Responsibility and Sustainability Reporting

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Reporting ("BRSR") describing the initiatives taken by the Company from an Environmental, Social and Governance perspective forms an integral part of this Annual Report. BRSR is also available on the Companys website and can be accessed at www.sequent.in

31. Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Companys performance, outlook, opportunities, and threats for the year ended March 31, 2025, forms an integral part of this Annual Report.

32. Risk Management

Your Company has a risk management framework for identifying and managing risks. Additional details are provided in the Management Discussion and Analysis Report provided in a separate section forming an integral part of this Annual Report.

The constitution of the Risk Management Committee and details of the meetings held are disclosed in the Corporate Governance Report for the financial year ended March 31, 2025, forming an integral part of this Annual Report.

33. Secretarial Standards

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively.

34. Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, since the closure of the financial year ended March 31, 2025 up to the date of this Report, that would affect your Companys financial position.

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no instance of onetime settlement with any Bank or Financial Institution.

36. Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attract, retain and reward talent by providing opportunity to participate in the growth of the Company through owning equity shares. The Company has two Employee Stock Option Schemes as below:

(a) Sequent Scientific Limited Employees Stock Option Plan 2020 ("SeQuent ESOP 2020"):

Under the SeQuent ESOP 2020, 1,85,00,000 stock options are available for grant to eligible employees. Each option entitles the holder to apply for one equity share of the Company with a face value of 2 each. During FY25, 8,68,500 equity shares were allotted to eligible employees upon exercise of the options granted under the said scheme. The Company has obtained necessary approvals from time to time from the stock exchanges, i.e., BSE and NSE, in accordance with the SEBI Listing Regulations for the listing of shares allotted under the said scheme.

(b) Sequent Scientific Employee Stock Option Plan 2010 ("SeQuent ESOP 2010"):

Post introduction of SeQuent ESOP 2020, no further grants are being made under SeQuent ESOP 2010. As on March 31, 2025, no options have been vested under SeQuent ESOP 2010 and accordingly, no equity shares have been allotted under the said scheme during the year.

Both the above schemes are in compliance with applicable regulations and a certificate from M/s. Nilesh Shah & Associates., Practicing Company Secretaries, with respect to the implementation of the Companys Employee Stock Option Scheme(s), would be placed at the ensuing AGM for inspection by the Members and confirming that the scheme(s) has been implemented in accordance with the SEBI (SBEBS) Regulations.

The details as required to be disclosed under Section 62 of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is available on the website of the Company at: https://sequent.in/investor-relation/financial-overview/

37. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF) Account

During the year under review, an amount of 57,657/- representing unclaimed Interim Dividend of 2017, which had remained unpaid for a continuous period of seven years, was required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount has since been transferred to the IEPF.

Further, the Company is in the process of transferring 19,650 equity shares, whose dividend has not been claimed for 7 consecutive years.

38. Acknowledgement

Your directors place on records their sincere gratitude and appreciation for the employees at all levels for their staunch dedication and highly motivated performance across the globe, which contributed greatly to the performance of the Company.

Your directors would like to sincerely thank all the stakeholders, medical professionals, business partners, customers, vendors, stock exchanges, Government & Regulatory Authorities, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation, and support.

	For and on Behalf of the Board of Directors
	Sequent Scientific Limited
	Dr. Kamal Sharma
Place: Thane	Chairman
Date: May 20, 2025	(DIN : 00209430)