Supriya Lifescience Ltd Directors Report

To

The Members,

SUPRIYA LIFESCIENCE LIMITED

Mumbai

Your Directors have pleasure in submitting their 17^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended March 31,2025.

1. FINANCIAL RESULTS:

The summarized standalone results of your Company are given in the table below:

	FY Ended
Particulars	31/03/2025	31/03/2024
Net Sales / Income from Business Operations	6,964.85	5703.70
Other Income	98.15	106.35
Total Gross Revenue	7,063.00	5810.05
Provision for Depreciation / Amortization	204.44	158.11
Profit/loss) after Depreciation and before Provision for Tax	2,484.80	1656.90
Less: Provision for Income Tax	566.57	371.00
Less: Provision for Deferred Tax	38.66	94.77
Net Profit/(Loss) After Tax	1,879.58	1,191.14
Other Comprehensive Income	(1.25)	16.23
Total Comprehensive Income	1,878.33	1207.37
Earnings Per Share (Basic & Diluted)	23.35	14.80
Appropriations:
Dividend on equity shares	-	64.39

2. BUSINESS INFORMATION:

Your Company is engaged in Manufacturing of active pharmaceuticals ingredients ("APIs") and are one of the key Indian manufacturers and suppliers of APIs, with a focus on research and development. The products are registered with various international regulatory authorities such as USFDA, EDQM, NMPA (previously known as SFDA), KFDA, PMDA, TGA ,Taiwan FDA and CADIFA, Brazil.

The business operations of your Company are supported by a modern manufacturing facility located in Parshuram Lote, Maharashtra. The manufacturing facility is spread across 23,806 sq. mts in 4 Manufacturing blocks segregated therapy wise, having reactor capacity of 597 KL/ day and seven cleanrooms. The API facility located at Lote, Maharashtra, India has received approvals of USFDA, EDQM/EUGMP Health Canada multiple times.

3. PERFORMANCE REVIEW:

Financial statements have been prepared in accordance with the Indian Accounting Standards

(hereinafter referred to as the Ind AS) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act.

Some of the highlights of the operations for the year are:

> Profit before Tax (PBT) for the year has grown by 49.96% to RS.2,484.80 million as against a PBT of RS.1,656.90 million for the last year.

> Tax Provision for the current year amounted to RS.605.23million as against a tax provision of RS.465.76 million for the last year.

> Profit after Tax (PAT) before other comprehensive income for the year grew by 57.80% to RS.1,879.58 million as against a PAT of H 1,191.14 million last year.

> Earnings Per Share of RS.2/- each works out to RS.23.35 for the year as against RS.14.80 last year.

4. DIVIDEND:

Your Directors are pleased to recommend a dividend of RS.1/- per equity share of RS.2/- each i.e. 50% for the FY ended March 31, 2025, subject to approval of members at the ensuing Annual General Meeting. The Dividend, if approved by the members at the ensuing Annual General Meeting, will result into an outflow of RS.80.48 million.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy in accordance with which the dividend is recommended by the Company. The said policy is available on Companys website at https:// supriyalifescience.com/assets/pdfs/corporate- governance/policies/Dividend-Distribution-Policy. pdf

6. TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company does not have any funds as contemplated under Section 125 of the Act lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

7. TRANSFER TO RESERVE:

Your Company has not transferred any amount to General Reserve for the FY ended March 31,2025.

8. DEPOSITS:

During the year under review, your Company has neither accepted or renewed any deposits , nor does the Company have any outstanding Deposits in terms of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary, Joint venture or Associate Company.

10. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

11.SHARE CAPITAL:

The equity shares of your Company continues to be listed and traded on BSE Limited and National Stock Exchange of India Limited. The paid up Equity Share Capital as at March 31, 2025 stood at RS.160.97 million consisting of 8,04,82,800 equity shares of RS.2/- each. During the year under review, the Company did not issue any type of shares or

convertible securities or shares with differential voting rights.

During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information were invited in this respect.

12. EMPLOYEES STOCK OPTION PLAN

The Company has no employee stock option scheme.

13. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments that have affected financial position of the Company between the end of the financial year March 31,2025 and the date of this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Details of loans given, investments made , guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations are given in the notes to the financial statements provided in this Annual Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there were no materially significant related party transactions made by the Company with its related parties . As a matter of policy, your Company carries out transactions with related parties on an arms length basis. Statement of these transactions is provided in Notes to financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of this report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website at

https://supriyalifescience.com/assets/pdfs/

corporate-governance/policies/Policy-on-Related-

Party-Transactions.pdf

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board,

which includes details on the state of affairs of the Company, forms part of this Annual Report.

Further, the Corporate Governance Report including General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors together with the certificate from Secretarial Auditor (Practicing Company Secretaries) confirming compliance with the requirements of SEBI Listing Regulations also forms part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board of Directors of your Company comprised of 10 Directors, viz., 5 Executive Directors and 5 Independent Directors including 1 Woman Independent Director.

Mr. Balasaheb Sawant (DIN: 07743507) who retires by rotation and being eligible offers himself for reappointment at the Annual General Meeting.

The Board, based on recommendation of the Nomination and Remuneration Committee (NRC) appointed Dr. Ganapati Dadasaheb Yadav (DIN: 02235661), and Dr. Sunil Subhash Bhagwat (DIN: 10178976) as Non-Executive Independent Director(s) of the Company w.e.f. January 24, 2025. The said appointments were approved by members by way of resolutions passed on April 23, 2025 via postal ballot.

Ms. Shweta Singh, Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company tendered resignation to pursue new career opportunity w.e.f. close of business hours on January 29, 2025.

Mr. Kedar Karmarkar (DIN No.:06499019) and Mr. Bhairav Chokshi (DIN No.:03612527), Nonexecutive Independent Directors of the Company ceased to be directors upon completion of their second consecutive term of 5 years. Subsequently they also ceased to be members of the Board committees w.e.f. the close of business hours on February 1, 2025.

Upon recommendation by the Nomination and Remuneration Committee, the Board at its meeting held on March 10, 2025, approved appointment of Ms. Prachi Sathe as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. March 10, 2025.

18. DECLARATION OF INDEPENDENT DIRECTORS:

As required under Section 149 (7) of the Act, all the Independent Directors on the Board of the Company have given declarations that they meet the criteria of independence as laid down in section 149 (6) of the Act and Regulation 16 (1) (b) and Regulation 25 of SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have confirmed that they have complied with the Companys Code of Conduct. They have also further confirmed that they have registered their names in the Independent Directors Databank.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

19. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby states that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) They had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the FY and of the profit and loss of the Company for that period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

d) They had prepared annual accounts on a going concern basis;

e) They had 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. NOMINATION AND REMUNERATION POLICY:

The Policy on appointment and remuneration of Directors, Key Managerial Persons and Senior Management including criteria for determining qualifications, positive attributes and directors independence as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI Listing Regulations

has been formulated by the Company. The Policy is available on the website of the Company at https://supriyalifescience.com/assets/pdfs/ corporate-governance/policies/Nomination-and- Remuneration-Policy.pdf

21. REMUNERATION DETAILS OF DIRECTORS, KMP AND EMPLOYEES:

The non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

A statement comprising the details required in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure I to this report.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The particulars of employees in compliance with the provisions of Section 134 (3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the shareholder upon request. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company at cs@supriyalifescience. com.

23. MEETINGS OF BOARD OF DIRECTORS:

The details of Board Meetings held during the year are given in the Corporate Governance Report.

24. MEETINGS OF BOARD COMMITTEES:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The details pertaining to the composition of the Committee as of March 31,2025 including its terms of reference and attendance of directors at the Committee Meetings are provided in the Corporate Governance Report.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

25. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the Chairperson and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Performance evaluation was carried out on the basis of criteria approved by Nomination and Remuneration Committee. Feedback was given by the Directors individually and the committees through a structured questionnaire for performance evaluation of the Board, its committees and individual directors.

In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board as a whole was evaluated considering the views of the non independent directors and the same was discussed in the Board Meeting. Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors being evaluated).

26. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The Company conducts familiarization program for Independent Directors and the details are uploaded on the website of the Company on the below mentioned link:

https://www.supriyalifescience.com/assets/pdfs/

corporate-governance/policies/Familiarization-

Programme-for-Independent-Directors.pdf

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Companys Audit Committee vide its term of reference has established a vigil mechanism by adopting a Whistle Blower Policy in terms of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy enables the employees concerned to report concerns about illegal or unethical practices, suspected fraud, violation of Code of Conduct if any . The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at

https://supriyalifescience.com/assets/pdfs/

corporate-governance/policies/Whistle-Blower-

Policy.pdf

28. RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee in compliance with Regulation 21, of SEBI Listing Regulations in order to identify, evaluate business risks and opportunities. The Company has also formulated a policy viz. Risk Management Policy for identification, evaluation and mitigation of operational, strategic and external risks. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage and helps in identifying risks trends, exposure and potential impact analysis at a Company level as also separately for different business segments.

More details on risks, threats and mitigation plans have been disclosed in the section "Management Discussion and Analysis Report" forming part of this report.

29.INTERNAL FINANCIAL CONTROLS:

Internal financial controls are an integrated part of the risk management process, addressing financial statements and financial reporting risks. The internal financial controls have been documented, digitized, and embedded in the business processes. An assurance of the effectiveness of internal financial controls is obtained through management reviews control, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by external consultants on behalf of the management at least once a year. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operating as intended. Details in respect of adequacy on internal financial controls concerning the Financial Statements are stated in the Management Discussion and Analysis Section which forms part of this Annual Report.

30.AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Kakaria & Associates LLP, Chartered Accountants, (Firm Registration No. 104558W/W100601) were appointed as Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the 14^th AGM held on September 16, 2022 until the conclusion of 19^th AGM of the Company to be held in the calendar year 2027.

M/s. Kakaria & Associates LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2024-25, which forms part of the Annual Report 2024-2025. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Director. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

b) SECRETARIAL AUDITORS:

As per Regulation 24A of SEBI LODR Regulations, 2015, it is proposed to appoint M/s. DSM & Associates, Peer Reviewed Firm of Company Secretaries in Practice, as the Secretarial Auditors of the Company for 1^st term of 5 (five) consecutive

years commencing from the FY 2025-26 till FY 2029-30 subject to approval of the shareholders at the ensuing Annual General meeting.

The Secretarial Audit Report required pursuant to subsection (3) of Section 134 and Section 204 (1) of the Companies Act, 2013, is given in Annexure II to this report.

c) COST AUDITORS:

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s. Rampurawala Mohammed A & Co, Cost Accountants, Mumbai, Firm Registration No. 003011 have been re-appointed as Cost Auditors for the FY 2024-25 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

d) INTERNAL AUDITORS:

M/s. Nair & Panickers Audit & Advisory Services, were appointed as the internal auditors of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve internal controls. The Companys internal control systems are well established and are commensurate with the nature of its business and the size and complexity of its operations. The recommendations/ suggestions of the internal auditors are reviewed and approved by the Audit Committee at their quarterly meetings. M/s. MP Nair & Associates, Chartered Accountants are appointed by the Board as Internal Auditor of the Company for conducting the Internal Audit and to issue report for the FY 2025-26.

31. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the auditors, viz. Statutory Auditors, Secretarial Auditors, Cost Auditors to the Audit Committee as required under Section 143(12) of the Act

32. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors has constituted Corporate Social Responsibility Committee (CSR Committee) consisting of members viz. Dr. Satish Wagh (Chairman), Dr. Saloni Wagh, and Dr. Sunil Bhagwat.

Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company was adopted by the Board on the recommendation of the CSR Committee. The policy can be accessed at https://supriyalifescience.com/ assets/pdfs/corporate-governance/policies/CSR- Policy.pdf

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the Company.

Annual Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure III to this Report. During the year, no revision was made to the CSR Policy of the Company.

33.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI circular dated May 10, 2021, the Company has presented the BRSR, for FY 2024-25 in a separate section of this report.

34.SECRETARIAL STANDARD:

The Directors state that the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with.

35. EXTRACT OF ANNUAL RETURN:

The Annual Return as on March 31, 2025 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at https://supriyalifescience.com/ir- annual-report-return.php

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure IV and is attached to this report.

37. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company.

The Company has complied with the relevant provisions under the Maternity Benefits Act, 1961.

38. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which can be accessed at https://supriyalifescience.com/assets/pdfs/corporate- governance/policies/Code-of-conduct-to-Regulate- monitor-and-report-trading-in-securities-by-insiders. pdf

This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available at https://supriyalifescience. com/assets/pdfs/corporate-governance/policies/ Code-for-Fair-Discolures-of-UPSI.pdf

39. CREDIT RATING

Details of credit rating ascribed by rating agencies are disclosed in Corporate Governance Report forming part of this Annual Report. The strong credit rating reaffirmed is a reflection of the Companys strong financial position and discipline.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no Material orders passed by the judicial or quasi-Judicial authority which affects the Going Concern Status of the Company during the year under review.

41.APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2025.

42.SAFETY:

The Company conducts regularly Safety audit and Environment audit through competent authorities for its manufacturing facilities located at Lote and

Ambernath. The Company also organises various safety awareness programs to impart safety training to its employees.

43.ACKNOWLEDGEMENTS:

The Board of Directors places on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible through their hard work, solidarity, cooperation, and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.