Directors Report of Cohance Lifesciences Ltd.

Mar 31, 2025

The Board is pleased to present its 7^th Annual Report together with the audited standalone and consolidated financial statements
for the year ended March 31,2025.

Financial highlights D in Crores

	Stand	alone	Consolidated
Particulars	Financial year 2024-25	Financial year 2023-24	Financial year Financial year 2024-25 2023-24
Revenue from operations	1,093.51	1,051.35	1,197.58	1,051.35
Other income	53.98	56.61	58.56	61.91
Total income	1,147.49	1,107.96	1,256.14	1,113.26
Expenses
Operating expenditure	730.94	645.49	822.38	645.54
Depreciation and amortization expense	57.20	54.60	77.49	54.60
Total expenses	788.14	700.09	899.87	700.14
Profits before finance costs and tax	359.35	407.87	356.27	413.12
Finance costs	8.00	7.45	12.35	7.45
Profit before tax	351.35	400.42	343.92	405.67
Tax expense	79.64	103.95	79.15	105.39
Profit for the year	271.71	296.47	264.77	300.28
Net profit attributable to:
a) Shareholders of the Company	N.A	N.A	267.87	300.28
b) Non-controlling interest	N.A	N.A	(3.10)	-
Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.76	(0.42)	8.90	0.11
Income tax relating to items that will not be reclassified to profit or loss	(0.19)	0.10	(2.57)	0.10
Items that will be reclassified subsequently to profit or loss	-	-	6.81	13.00
Total Other Comprehensive Income / (Loss) for the year	0.57	(0.32)	13.14	13.21
Total Comprehensive Income for the year	272.28	296.15	277.91	313.49
Retained earnings - opening balance	1,767.06	1,470.91	1,765.12	1,465.16
Add: Profit for the year	272.28	296.15	268.28	299.96
Less: Dividend paid	-	-	-	-
Liability towards obligation to acquire non- controlling interest	-	-	(649.42)	-
Retained earnings - closing balance	2,039.34	1,767.06	1,383.98	1,765.12
Earnings per Share (EPS)	10.67	11.65	10.52	11.80

Note: Standalone figures for FY2024 have been restated in view of merger of Casper Pharma Private Limited with the Company effective from
January 1,2025.

Overview

During the financial year 2024-25, on a standalone basis, the
Company has recorded revenue from operations of C 1,093.51
Crores as against C 1,051.35 Crores in the previous year. Profit
after tax for the financial year 2024-25 stood at C271.71 Crores
as against C296.47 Crores in the previous year.

On a consolidated basis, revenue from operations stood at
C1,197.58 Crores during the financial year 2024-25 as against
C 1,051.35 Crores registering an increase of 14%. Profit after tax
for the financial year 2024-25 C264.77 Crores as against C300.28
Crores during financial year 2023-24, a decline of 12%.

The Pharma CDMO segment of the Company continue to be
the major portion of revenue from operations, accounting for
C736.9 Crores, representing 62% of the revenue from operations
on consolidated basis, during the year under review.

The growth in consolidated revenue from operations in FY2024-
25 was driven by strong momentum in the Pharma CDMO
segment, alongside the strategic addition of two high-growth
platformsâNJ Bio and Sapala Organics. Our Specialty Chemicals
business also returned to a growth trajectory, contributing 17%
to consolidated operational revenue during the year.

Adjusted EBITDA margins were 37% on a consolidated basis,
after one-time adjustments of C56.5 Crores, comprising an ESOP
charge of C15.1 Crores and others of C41.4 Crores relating to
expenses towards the legal, merger and acquisition expenses.

Scheme of Amalgamation for the merger of Casper
Pharma Private Limited with and into Suven
Pharmaceuticals Limited (name changed to Cohance
Lifesciences Limited w.e.f. May 7, 2025)

The Board of Directors of the Company at its meeting held on
February 29, 2024, approved the Scheme of Amalgamation
for the merger of Casper Pharma Private Limited ("Casper"
/ "Transferor Company"), a wholly-owned subsidiary
of the Company, with and into Suven Pharmaceuticals
Limited (name changed to Cohance Lifesciences Limited)
("Transferee Company").

Hon''ble National Company Law Tribunal, Mumbai Bench, vide
its order dated October 24, 2024 has sanctioned the Scheme
of Amalgamation for the merger of Casper with the Company.

Both the companies have filed the certified copy of the order
with the Registrar of Companies, Ministry of Corporate Affairs
("ROC"), on December 2, 2024. Therefore, as per the said
Scheme, the merger of Casper with the Company became
effective from January 1, 2025, i.e., first day of the month

immediately succeeding the month in which the said Order was
filed with the ROC.

The Appointed Date of the said Scheme has been Effective
Date, i.e. January 1,2025.

Scheme of Amalgamation for the merger of
Cohance Lifesciences Limited with and into Suven
Pharmaceuticals Limited (name changed to Cohance
Lifesciences Limited w.e.f. May 7, 2025)

The Board of Directors of the Company at its meeting
held on February 29, 2024, approved the Scheme of
Amalgamation for the merger of Cohance Lifesciences Limited
("Transferor Company") with and into Suven Pharmaceuticals
Limited (name changed to Cohance Lifesciences Limited)
("Transferee Company").

Hon''ble National Company Law Tribunal, Mumbai Bench, vide
its order dated March 27, 2025 has sanctioned the Scheme of
Amalgamation for the merger of the Transferor Company with
the Company.

The Transferee Company has received the requisite approval
from the Department of Pharmaceuticals, Ministry of Chemicals
and Fertilizers, Government of India vide letter dated April
22, 2025 (the "Approval Letter") under the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019, for the
potential increase of the aggregate foreign investment in the
Transferee Company above 74% subsequent to allotment
of shares under the Scheme of Amalgamation. The DOP has
approved, inter alia, for increase in aggregate foreign investment
of up to 100% in the Transferee Company from all source of
foreign investments, including foreign direct investments (FDI),
foreign portfolio investors (FPI), non-resident Indians (NRIs),
indirect foreign investments, etc. and any combination thereof.

Both the companies have filed the certified copy of the order
with the Registrar of Companies, Ministry of Corporate Affairs
("ROC"), on April 23, 2025. Therefore, the merger of Transferor
Company with the Company became effective from May 1,
2025, i.e., first day of the month immediately succeeding the
month in which the said Order was filed with the ROC, as per
the said Scheme.

The Effective Date and Appointed Date of the said Scheme for
the merger has been May 1,2025.

Change of name of the Company

Pursuant to the Scheme of Amalgamation for the merger
of Cohance Lifescience Limited with Suven Pharmaceuticals
Limited, the name of "Suven Pharmaceuticals Limited" has

been changed to "Cohance Lifesciences Limited", with effect
from May 7, 2025, consequent to approval of the Ministry of
Corporate Affairs, Government of India ("MCA") on May 7, 2025.

Acquisition of Sapala Organics Private Limited

The Company has acquired stake in Sapala Organics Private
Limited ("Sapala"), a Hyderabad based CDMO focused on
Oligo drugs and nucleic acid building blocks including
Phosphoramidites & Nucleosides, drug delivery compounds
(including GalNAc), Pseudouridine, amongst others.

The Company acquired 67.5% by way of secondary transfer from
Sapala''s existing shareholders. This represents 51% of the share
capital of the Target on a fully diluted basis. After the financial
year 2026-27, the Company will acquire balance shareholding
through secondary purchase, such that, post consummation,
the Company will own 100% of the share capital of Sapala on
a fully diluted basis. The acquisition process was completed on
July 12, 2024.

Therefore, Sapala became a subsidiary of the Company with
effect from July 12, 2024.

Acquisition of NJ Bio, Inc.

The Company has acquired stake in NJ Bio, Inc. a Contract
Research, Development, and Manufacturing Organization
("CRDMO"), focused on ''antibody-drug conjugates'' ("ADCs")
and ''XDC,'' based in Princeton, New Jersey, USA and is amongst
the few CRDMOs in the high growth ADC and broader ''XDC''
(other conjugation-based therapies) space. The said acquisition
is intended to bring in deep know-how and end-to-end
capabilities across payload-linker synthesis, bioconjugation
and analytical services.

The Company has acquired 56% equity share capital of NJ Bio,
Inc., by a mix of primary infusion and secondary acquisition
and invested a total of USD 64.4 million, i.e. USD 49.4 million,
in aggregate, for the secondary acquisition of common equity
shares from certain existing shareholders and USD 15 million,
in aggregate, for the primary subscription of common equity
shares. The acquisition of 56% equity share capital of NJ Bio, Inc.
has been completed on December 20, 2024.

Therefore, NJ Bio, Inc. became a subsidiary of the Company with
effect from December 20, 2024.

NJ Bio, Inc. has two wholly owned subsidiaries (WOS), namely,
(i) NJBIO India Pharmaceutical Private Limited, and (ii) NJ
Biotherapeutics, LLC and consequently, post-acquisition both
the WOS became step-down WOS of the Company.

Dividend

The Board of Directors of the Company does not recommend a
dividend for the year ended March 31,2025.

In terms of Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Dividend Distribution Policy, is available on
the Company''s website and can be accessed at https://www.
suvenpharm.com/images/pdf/policies/dividend-distribution-
policy.pdf

Transfer to Reserves

The Board of Directors has not proposed to transfer any amount
to the general reserve for the year ended March 31,2025.

Share Capital

The paid-up equity share capital of the Company as on March
31, 2025 was C25.46 Crore divided into 25,45,64,956 equity
shares of C1/- each. During the year under review, there was
no change in the share capital and also the Company has not
issued any shares with differential voting rights.

However, pursuant to the Scheme of Amalgamation for the
merger of Cohance Lifesciences Limited ("Transferor Company")
with and into Suven Pharmaceuticals Limited (name changed
to Cohance Lifesciences Limited) ("Transferee Company"), the
Company has allotted 12,80,02,184 equity shares of C1/- each
on May 9, 2025 to the shareholders of the Transferor Company.
The Company has received listing and trading approvals for
the aforesaid shares from the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE). Consequent to the above
allotment, the paid-up equity share capital has been increased
to C38.26 Crore divided into 38,25,67,140 equity shares
of C1/- each.

Public deposits

The Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013 (the "Act").

Subsidiary and Associates

The Company has following subsidiary and associate
companies:

a) Cohance Lifesciences, Inc (formerly, Suven Pharma, Inc) in
New Jersey, USA, is the wholly owned subsidiary ("WOS")
of the Company.

b) Sapala Organics Private Limited in India - became
subsidiary of the Company on July 12, 2024;

c) NJ Bio, Inc. in New Jersey, USA, - became subsidiary of the
Company on December 20, 2024;

d) NJBIO India Pharmaceutical Private Limited in India
- a WOS of NJ Bio, Inc. became step-down WOS on
December 20, 2024;

e) NJ Biotherapeutics, LLC in New Jersey, USA, - a WOS of NJ
Bio, Inc. became step-down WOS on December 20, 2024;

f) Aruka Bio Inc. in New Jersey, USA is an Associate Company
of NJ Bio, Inc. and therefore, is a step-down associate
company of the Company.

Section 129(3) of the Act, states that where the Company has
one or more subsidiaries or associate companies, it shall, in
addition to its financial statements, prepare a consolidated
financial statements of the Company and of all subsidiaries and
associate companies and also attach along with its financial
statements, a separate statement containing the salient
features of the financial statements of its subsidiaries and
associates. Hence, the consolidated financial statements of
the Company and all its subsidiaries and associates, prepared
in accordance with Ind AS 110 as specified in the Companies
(Indian Accounting Standards) Rules, 2015, forms part of the
Annual Report. Further, a statement containing the salient
features of the financial statements of the Company''s subsidiary
and associate companies in the prescribed Form AOC-1, is
attached as Annexure - A to this Board''s Report. The AOC-1
also provides details of the performance and financial position
of each subsidiary and associate companies.

In accordance with Section 136 of the Act, the audited financial
statements and related information of the Company and its
subsidiaries, wherever applicable, are available on Company''s
website at https://suvenpharm.com/financial-info. These are
available for inspection during business hours at the Corporate
Office of the Company.

Change in the nature of business, if any

During the year, there was no change in the nature of business
of the Company. Further there was no significant change in
the nature of business carried on by its subsidiaries. Further,
information on the Company''s business outlook and state of
affairs is discussed in detail in the Management Discussion &
Analysis section forms part of this Annual Report.

Material changes and commitments affecting the
financial position of the Company

The merger of erstwhile Cohance Lifesciences Limited with
and into Suven Pharmaceuticals Limited (name changed to

Cohance Lifesciences Limited) has been effective from May
1, 2025, as detailed in earlier paragraphs. There have been no
material changes and commitments affecting the financial
position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of this report.

Significant/ material orders passed by courts/
regulators/ tribunals

The merger of erstwhile Cohance Lifesciences Limited with
and into Suven Pharmaceuticals Limited (name changed to
Cohance Lifesciences Limited) has been effective from May 1,
2025, as detailed in earlier paragraphs. During the year under
review, there were no significant or material orders passed
by the courts or regulators or tribunals impacting the going
concern status and operations of the Company in the future.

Board of Directors and Key Managerial Personnel
Changes in Directorship

During the year under review, following changes occurred in
the directorship of the Company:

a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned
from his position as Director and Executive Chairman of
the Company effective on September 19 2024, as he has
decided to move to an advisory role, given the stage
of his career.

b. Mr. Vivek Sharma (DIN: 08559495) has been appointed as
Director and Executive Chairman of the Company, for a
period of five (5) years with effect from September 20, 2024.

c. Mr. Jai Shankar Krishana (DIN: 01519264), appointed as an
Independent Director of the Company, for a term of five
(5) consecutive years, with effect from November 12, 2024.

d. Mr. Vinod Padikkal (DIN: 07765484), appointed as a NonÂ¬
Executive and Non-Independent Director of the Company,
with effect from November 12, 2024. His period of office is
liable to retire by rotation.

The appointment of above directors have been approved by
the members of the Company through postal ballot process on
December 18, 2024.

Retirement by Rotation

During the year, the members of the Company at its Annual
General Meeting ("AGM") held on August 9, 2024, approved
the re-appointment of Mr. Pankaj Patwari, a director retire by
rotation, designated as Non-Executive Director of the Company.

Dr. V Prasada Raju (DIN: 07267366), Managing Director, is liable
to retire by rotation at the forthcoming 7^th AGM and being

eligible for re-appointment. The brief profile of the director
seeking re-appointment at the ensuing AGM will be placed in
the Notice convening ensuing AGM of the Company forms part
of this Annual Report.

Changes in Key Managerial Personnel (KMP)

During the year under review, following changes occurred in
the KMP of the Company:

a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned
from his position as Director and Executive Chairman of
the Company effect on September 19, 2024.

b. Mr. Vivek Sharma (DIN: 08559495) has been appointed as
Director and Executive Chairman of the Company, for a
period of five years with effect from September 20, 2024.

c. Mr. Hanumantha Rao Kokkonda has retired as the
Company Secretary and Compliance Officer of the
Company effective from August 10, 2024.

d. Mr. Kundan Kumar Jha has been appointed as the
Company Secretary, Compliance Officer and Head-Legal,
effective from September 3, 2024.

The Company has the following Key Managerial Personnel in
terms of Section 2(51) and Section 203 of the Act as on the date
of this report:

Sl	Name	Designation
1	Mr. Vivek Sharma	Director and Executive Chairman
2	Dr. V Prasada Raju	Managing Director
3	Dr. Sudhir Kumar Singh	Chief Executive Officer
4	Mr. Himanshu Agarwal	Chief Financial Officer
5	Mr. Kundan Kumar Jha	Company Secretary, Compliance Officer and Head- Legal

Declaration by Independent Directors

All independent directors of the Company have given
declarations under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as
provided in Section 149(6) of the Act and is in compliance with
Rule 6(3) of the Companies (Appointment and Qualifications
of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations").

In the opinion of the Board, the Independent Directors
possess the integrity, expertise, and experience, including
the proficiency, required to be Independent Directors of the

Company. They fulfill the conditions of independence as
specified in the Act and the SEBI Listing Regulations and are
independent of management. They have also complied with
the Code for Independent Directors as prescribed in Schedule
IV of the Companies Act, 2013.

Number of meetings of the Board and Audit Committee

During the year under review, nine (9) Board meetings and
seven (7) Audit Committee meetings were held. The intervening
gap between the meetings was within the period prescribed
under the Act and the SEBI Listing Regulations.

The details of these meetings are given in the Corporate
Governance Report, which forms part of this Annual Report.
Apart from Board meetings, Board Strategy sessions were also
held to discuss the strategy matters.

Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and
Regulation 25(3) of the SEBI Listing Regulations, separate
meetings of the Independent Directors was held on March
27, 2025. Further details are mentioned in the Corporate
Governance Report forming part of this Annual Report.

Committees of the Board

The Board has the following Committees, as on March 31,2025:

a. Audit Committee;

b. Stakeholders'' Relationship Committee;

c. Nomination and Remuneration Committee;

d. Corporate Social Responsibility Committee;

e. Risk Management Committee; and

f. Investment, Banking and Authorisations Committee.

The recommendations made by the Board committees,
including the Audit Committee, were accepted by the Board.
The details of the above Committees are given in the Corporate
Governance Report forming part of this Annual Report.

Directors Responsibility Statement

In terms of Section 134(5) of the Act, the Directors of the
Company state that:

a. The applicable accounting standards have been
followed in preparing the Annual Accounts and there
were no material departures;

b. Such accounting policies have been selected and
applied consistently and judgments and estimates
made when required that are reasonable and prudent
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 that period;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, 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. Proper internal financial controls were in place to be
followed by the Company, and the financial controls
were adequate and were operating effectively;

f. Proper systems devised to ensure compliance with the
provisions of all applicable laws and that such systems
are adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Act and as per the SEBI
Listing Regulations, the Board has carried out performance
evaluation of its own performance, the directors (including
Chairman) individually as well as the evaluation of the
working of its committees.

The outcome of performance evaluation was reviewed by
the Board and found to be satisfactory. Further, details of
Board evaluation are given in the Corporate Governance
Report forming part of this Annual Report.

Policy on directors'' appointment and remuneration

The Board consists of an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board. As of March 31,2025, the Board has
ten (10) members, consisting of two (2) Executive Directors,
three (3) Non-Executive and Non-Independent Directors and
five (5) Independent Directors. One Independent Director
and one Non-Executive Director on the Board are women
directors. The details of Board and committee composition,
tenure of directors, areas of expertise and other details are
given in the Corporate Governance Report that forms part of
this Annual Report.

Appointment of directors on the Board are based on a
combination of criteria that includes ethics, personal
and professional stature, domain expertise, diversity and
qualifications required for the position. For appointment of an
Independent Director, the independence criteria defined in
Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI
Listing Regulations are also considered.

Our executive compensation supports attracting talented
individuals from within and across industries drawing from
a diverse pool of global talent as well as motivating and
encouraging continuity of relevant leaders who advance
our critical business objectives and promote the creation
of shareholders'' value over the long-term. The executive
compensation is divided into three principal components,
i.e. base salary, short term performance pay and longÂ¬
term incentives. Competitive market for executives and
compensation levels of the comparable companies are taken
into account before making decisions with respect to each
element of compensation.

Executive compensation is reviewed annually and is based
on Company''s performance and individual performance.
Pay practices in similar size of companies at similar role are
also considered while reviewing compensation annually.
Benchmarking of remuneration are also being done to
ascertain competitiveness of the remuneration for the similar
role in peer companies.

The policy of the Company on directors'' appointment and
remuneration, as required under Section 178(3) of the Act,
is available on the website of the Company at https://www.
suvenpharm.com/images/pdf/policies/Remuneration_Policy.
pdf.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, forms part of the Boards
report as "Annexure - B."

Corporate Social Responsibility

In compliance with Section 135 of the Act, read with the
Companies (Corporate Social Responsibility Policy) Rules
2014, the Corporate Social Responsibility ("CSR") Committee
of the Board of Directors of the Company looks after the CSR
activities of the Company. The CSR Committee is comprised of
Mr. Vivek Sharma, as Chairperson, Mr. KG Ananthakrishnan and
Ms. Matangi Gowrishankar, as members of the Committee. The
Board has adopted a CSR policy, based on the recommendation
of the said Committee, that provides guiding principles for
selection, implementation and monitoring of the CSR activities
and formulation of the annual action plan. The focus areas for
CSR activities primarily in education, healthcare, livelihood
and environment. During the year, the Committee monitored
the CSR activities undertaken by the Company including the

expenditure incurred thereon. The CSR Policy, Committee
Composition and CSR programs details are available on the
Company''s website at https://www.com/csr/

The Annual Report on CSR Activities forms part of the Boards
Report and annexed as Annexure - C.

Particulars of Employees

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as Annexure - D to the
Board''s Report.

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, a statement showing
the names and other particulars of the employees drawing
remuneration in excess of limits set out in the said rules forms
part of the Annual Report. However, considering the provisions
of Section 136 of the Act, the Annual Report, excluding the
aforesaid information, is being sent to the members of the
Company and others entitled thereto. The said information is
available for inspection at the registered office of the Company
or through electronic mode, during business hours on working
days up to the date of the forthcoming 7^th AGM, by members.
Any member interested in obtaining a copy thereof may write
to the Company Secretary in this regard.

Particulars of loans, guarantees or investments

Details of investments/ loans/ guarantees/ securities provided
are given in the note no. 16 to the standalone financial
statement, form part of this Annual Report. Apart from this,
the Company did not give any loans, investments, guarantees,
or securities during the year under the provisions of Section
186 of the Act.

Related Party Transactions

All contracts, arrangements and transactions entered by the
Company with related parties during the financial year 2024Â¬
25 were in the ordinary course of business and on an arm''s
length basis.

During the year, the Company did not enter into any
transaction, contract or arrangement with related parties, that
could be considered material in accordance with Section 188 of
the Act, the SEBI Listing Regulations and the Company''s Policy
on Related Party Transactions. Accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable.
Details of the related party transactions as per IND AS24 have

been provided in note no. 35 of the standalone financial
statements forms part of this Annual Report.

In terms with the requirements of the Act and the SEBI Listing
Regulations, during the year under review, the Board has
reviewed and amended the Policy on Materiality of Related
Party Transactions and Dealing with Related Party Transactions.
The policy is available on the website of the Company at https://
www.suvenpharm.com/pdf/Investors/corporategovernance/
policies/Policy%20on%20materiality%20of%20RPT%20
and%20dealing%20with%20RPT.pdf. The Policy intends
to ensure that proper identification of related parties and
the related party transactions, it''s reporting, approval and
disclosures.

All related party transactions and subsequent modifications are
placed before the Audit Committee for review and approval.
Prior approval is obtained for the transactions with related
party transactions as and when required.

Internal financial control systems and their adequacy

The Company has laid down set of standards which enables to
implement internal financial control across the organization and
ensure that the same are adequate and operating effectively:
(1) to provide reasonable assurances that: transactions are
executed in conformity with generally accepted accounting
principles/ standards or any other criteria applicable to such
statements, (2) to maintain accountability for assets; access
to assets is permitted only in accordance with management''s
general or specific authorization and the maintenance of
records that are in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the company;
and (3) Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the assets that could have a material effect on the financial
statements. The Audit Committee of the Board reviews the
reports submitted by the independent internal auditors and
monitors the functioning of the system.

Enterprise Risk Management

The Risk Management Committee of the Board of Directors
of the Company has been entrusted with the responsibility
of overseeing various organizational risks. The Corporate
Governance Report, which forms part of this Report, contains
the details of the Risk Management Committee of the Company.
The Risk Management Committee assesses the adequacy of
mitigation plans to address such risks. The Board also approved
a risk management policy to serve as guidance for addressing
the various risks and their mitigation. In addition, the Company
periodically conducts safety and preventive audits in plants

and ensures that necessary safeguards are in place to protect
the interest of the Company against all the probable risks
associated with the Company.

Vigil Mechanism/ Whistle-Blower Policy

The Company promotes ethical behavior in all its business
activities. Towards this, the Company has adopted a policy on
Whistle Blower mechanism to deal with instance of fraud and
mismanagement, if any. The details of the Whistle Blower Policy
is explained in the Corporate Governance Report and also posted
on the website of the Company at https://www.suvenpharm.
com/images/pdf/policies/whistle-blower-policy.pdf

Employee Stock Option Scheme

The members of the Company through postal ballot process
on February 13, 2024 has approved Employee Stock Option
Plan (ESOP) 2023 to grant share-based incentives to eligible
employees of the Company and its subsidiaries under the
ESOP 2023. In terms of the scheme, 1,25,00,000 options can
be granted to the eligible employees of the Company and its
subsidiaries. During the year under review, no stock options
have been granted. There is no other change in the said plan
during the year.

The Schemes is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. The
details of Company''s stock option Scheme as required under
Regulation 14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, is available on the Company''s
website at https://suvenpharm.com/SuvenESOP2023Policy.pdf

The compliance certificate confirming that the Employee Stock
Option Plan 2023 is in compliance of the applicable provisions
of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, has been received from M/s DVM &
Associates LLP, Company Secretaries, Secretarial Auditors of the
Company for the year under review.

The options details also form part of note 61 of the notes to
accounts of the standalone financial statements.

Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act and the
Rules framed thereunder the Company at its 6^th AGM held
on August 9, 2024 has appointed M/s. Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No. 001076N/
N500013) as the statutory auditors of the Company for a period
of 5 years from the conclusion of 6^th AGM till the conclusion of
the 11^th AGM to be held in the year 2029.

There is no qualification, reservation, adverse remark or
disclaimer by the Statutory Auditors in their report. The Auditors
report is enclosed with the financial statements and forms part
of this Annual Report. During the year, there were no instances
of frauds reported by Auditors under Section 143(12) of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
received from M/s. DVM & Associates LLP, practicing Company
Secretaries, Secretarial Auditor of the Company for the financial
year 2024-25 forms part of this Annual Report and marked
as Annexure - E to the Board''s Report The Secretarial Audit
Report does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial standards

The Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India.

Cost Audit

During the year under review, in terms of Section 148 of the
Act read with the Cost (Records and Audit) Rules, 2014, as
amended from time to time, the requirement for Cost Audit is
not applicable to the Company, based on the export turnover
criteria prescribed under said Cost Audit Rules. However, the
Company is maintaining such accounts and record as specified
by the Central Government and as applicable to the Company
under Section 148(1) of the Act read with said Cost Audit Rules.

Annual Return

The Annual Return of the Company as on March 31, 2025, in
terms of the provisions of Section 92(3) read with Section 134(3)
(a) of the Act is available on the Company''s website and can be
accessed at https://www.suvenpharm.com/financial-info/

Corporate Governance

A detailed Report on Corporate Governance in compliance
with the provisions of SEBI Listing Regulations together with
a certificate received from the practicing Company Secretary
confirming the compliance of conditions of corporate
governance, is presented in a separate section forming part of
this Annual Report.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the SEBI

Listing Regulations, is presented in a separate section forming
part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as
required under the SEBI Listing Regulations, describing the
initiatives taken by the Company from environment, social
and governance perspective is presented in a separate
section forming part of this Annual Report and is available
on the website of the Company at https://suvenpharm.com/
financial-info/.

Transfer of unclaimed/ unpaid amounts to the
Investor Education and Protection Fund (IEPF)

The Company was incorporated in the calendar year 2018,
and it will ensure compliance with the applicable provisions
of the IEPF Rules with respect to transfer of unclaimed/unpaid
dividend to IEPF, at the appropriate time.

Disclosure in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has complied with the provisions relating to
the constitution of the Internal Complaints Committee as
specified under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Further,
no case was received to the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year under review.

Other disclosures

Pursuant to the provisions of the Companies (Accounts) Rules,
2014, the Company affirms that for the financial year ended on
March 31,2025:

a. There were no proceedings, either filed by the Company
or against the Company, pending under the Insolvency
and Bankruptcy Code, 2016, before the National Company
Law Tribunal or any other court.

b. There was no instance of one-time settlement with any
bank or financial institution.

Acknowledgements

The Board wishes to place on record their gratitude to all
the stakeholders for the confidence reposed by them and
thank all the shareholders, customers, dealers, suppliers and
other business associates for contributing to the Company''s
growth. The Board acknowledges the support extended by
the government, government agencies, analysts, bankers,
media, customers, business partners and investors at large. The
Board also wishes to place on record their appreciation for the
dedication and valuable services rendered by the employees
and workers at all levels of the Company.

For and on behalf of the Board of Directors
Vivek Sharma Dr. V Prasada Raju

Place: Hyderabad Executive Chairman Managing Director

Date: May 28, 2025 DIN: 08559495 DIN: 07267366

Mar 31, 2024

The Company''s Board of Directors has pleasure in presenting this 6^th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

Financial Highlights				(Rs. in Lakh)
	Standalone		Consolidated
Particulars	Financial Year	Financial Year	Financial Year	Financial Year
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,02,499	1,33,008	1,05,135	1,34,033
Other income	5,509	4,455	6,191	4,636
Total income	1,08,008	1,37,463	1,11,326	1,38,669
Expenses
Operating expenditure	61,509	73,939	64,554	76,617
Depreciation and amortization expense	4,879	4,310	5,460	4,799
Total Expenses	66,388	78,249	70,014	81,415
Profit before finance costs and tax	41,620	59,214	41,312	57,254
Finance costs	743	1275	745	1,281
Profit before Tax	40,877	57,939	40,567	55,973
Tax expense	10,396	14,679	10,539	14,844
Profit for the year	30,481	43,260	30,028	41,129
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(39)	(35)	10	(27)
Income tax relating to items that will not be reclassified to profit or loss	10	9	10	9
Items that will be reclassified subsequently to profit or loss	-	-	1300	55
Total Other Comprehensive Income / (Loss) for the year	(29)	(26)	1,320	37
Total Comprehensive Income for the year	30,452	43,234	31,348	41,166
Retained earnings - opening balance	1,49,007	1,27,639	1,46,516	1,27,271
Add: Profit for the year	30,452	43,234	29,996	41,110
Less: Dividend paid	-	(20,365)	-	(20,365)
Transfer to General Reserve	-	(1,500)	-	(1,500)
Retained earnings - closing balance	1,79,459.47	1,49,007	1,76,512	1,46,516
Earnings per Share (EPS)	11.97	16.99	11.80	16.16

Overview

During the financial year 2023-24, on a standalone basis, your company has recorded revenue from operations of C1,02,499 Lakhs as against C1,33,008 Lakhs during the financial year 2022-23 registering a decrease of 23%. Profit after tax for the financial year 2023-24 stood at C30,482 Lakhs as against C43,260 Lakhs during the financial year 2022-23 registering a decrease of 30%.

On consolidated basis, revenue from operations stood at C 1,05,135 Lakhs during the financial year 2023-24 as against C1,34,033 Lakhs registering a decrease of 22%. Profit after tax for the financial year 2023-24 C30,028 Lakhs as against 41,129 Lakhs during financial year 2022-23 registering a decrease of 27%.

The overall decline in standalone and consolidated revenue from operations over the previous financial year 2022-23 was primarily due to the Global slowdown, Ag Chem destocking, COVID base effect, and commodity pricing. Pharma CDMO grew by 9.4% ex-COVID base, impacted by temporary destocking for a few products, which your company doesn''t expect to continue.

Adjusted EBITDA margins were 41.4% on a consolidated basis, primarily due to one-time adjustments of C769 Lakhs, comprising an ESOP charge of C199 Lakhs and others of C570 Lakhs relating to expenses towards the proposed merger of Cohance Lifesciences with your company.

The Company has inaugurated a new Research and Development Centre at Genome Valley in Shameerpet, Hyderabad, in the presence of senior executives from a leading global biopharmaceutical company.

Your company was honoured with an International Safety Award from the British Safety Council for excellence in Occupational Health & Safety to our recently USFDA-cleared Pashamylaram unit-3.

Outlook: The Board believes that the recovery will happen in H2FY25, and on a full-year basis, your company is expected to see growth in both revenue and EBITDA compared to the financial year 2023-24.

Exports

The exports of the Company continue to be the major portion of revenue from operations, accounting for C92,034 lakhs, representing 89.79% of the total revenue operations of C1,02,499 lakhs during the year under review.

Dividend

The Board of Directors of the Company does not recommend paying a dividend for the year ended 31 March 2024.

Transfer to Reserves

The Board of Directors has decided to retain the entire profit for the financial year 2023-24 in the Retained Earnings.

Share Capital

The paid-up Equity Share Capital as of 31 March 2024 was C2545.65 lakhs. During the year under review, the Company did not issue any shares with differential voting rights or sweat equity shares but granted stock options to the eligible employees in accordance with the provisions of the Employees Stock Option Plan (ESOP 2023).

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31,2024 is available on the Company''s website and can be accessed at web link at https://suvenpharm.com/financial-info/#financialInfosection

Number of Meetings of the Board and Audit Committee

During the year under review, nine Board Meetings and seven Audit Committee Meetings were convened and held. The details of these meetings are presented in the Corporate Governance Report, which forms part of this Annual Report.

The Audit Committee is composed of independent and non-executive directors. Shri Vinod Rao is the Chairperson, and Shri KG Ananthakrishnan and Shri Pankaj Patwari are members. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013, and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed in preparing the Annual Accounts and there were no material departures.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent 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 that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) Proper internal financial controls were in place to be followed by the Company, and the financial controls were adequate and were operating effectively.

(f) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Policy on Nomination & Remuneration

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this report and is also available on https://www.suvenpharm. com/images/pdf/policies/Remuneration Policy.pdf

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy has been uploaded on the Company''s website and can be accessed at https://www.suvenpharm.com/ images/pdf/policies/dividend-distribution-policy.pdf

Particulars of Loans, Guarantees or Investments

Details of loans given, investments made, guarantees given, and securities provided are furnished in the Standalone Financial Statement, which can be referred to Note No. 6(b) to the Standalone Financial Statements.

Apart from this, the Company did not give any Loans, Investments, guarantees, or securities during the year under the provisions of Section 186 of the Companies Act, 2013.

State of Affairs

During the financial year 2023-24, there is no change in the company''s business or its wholly-owned subsidiaries. Further information on the company''s business overview, outlook, and state of affairs is discussed in detail in the Management Discussion & Analysis section. No other companies have become or ceased to be your Company''s

subsidiaries, joint ventures or associate companies during the year.

Subsidiary companies

Your Company has one international wholly-owned subsidiary company and one wholly-owned subsidiary Company in India as of 31^st March 2024. The consolidated financial statements of the Company, prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statements in respect of the subsidiary companies shall be kept open for inspection at the Corporate Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining them. The financial performance of the subsidiaries forms part of the consolidated financial highlights presented in this report, and separate audited financial statements in respect of the subsidiary companies is also available on the website of your Company at https:// suvenpharm.com/financial-info/#financialInfosection

Amalgamation of group companies

The Board of Directors of your Company has approved on 29^th February 2024 the draft Scheme of Amalgamation of Cohance Lifesciences Limited (an Advent-managed group company) into and with your company subject to necessary statutory and other stakeholders approvals. Also, on 29^th February 2024, approved the Scheme of Amalgamation of Casper Pharma Private Limited - a wholly owned subsidiary company into and with your company subject to necessary statutory approvals. Your company has filed applications with BSE and NSE seeking their NOC to approach Hon''ble NCLT, Bench at Mumbai for suitable directions. Your company''s Registered Office was shifted to Mumbai in Maharashtra State from Hyderabad in Telangana State pursuant to approval given by The Regional Directors, South Eastern Region, Ministry of Corporate Affairs.

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the

prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions and has been uploaded on the Company''s website at https://suvenpharm.com/corporate-governance/

Material Changes and Commitments affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company, i.e., 31^st March 2024 and the date of the Directors'' report i.e., 12^th July, 2024, other than the proposed initial acquisition of 67.5% equity stake in Sapala Organics Private Limited ("Sapala") a Hyderabad based company (i.e., 51% of the share capital on a fully diluted basis) for consideration of ~INR 2,295 mn and to acquire remaining equity stake a few months after FY2026-27, from the sellers as per the terms of the definitive agreement dated 13^th June 2024 entered into by your company subject to statutory approvals if required as per legal framework of applicable law, and customary closing conditions such that, post consummation, the Company will own 100% of the share capital of Sapala on a fully diluted basis.

Change in Management

The founder promoters of the company have signed on 26^th December 2022 a definitive agreement to sell a part of their stake to the extent of 12,75,37,043 equity shares of face value of C1/- each representing 50.10% of paid-up capital of your company to the Acquirer - Berhyanda Limited a Cyprus based foreign company (an investment arm of Advent International Corporation USA based private equity fund) which has invested in your company for a purchase consideration of C495/- per equity share of face value of C1/- each and the said transaction was consummated on 29^th September, 2023. Upon signing the definitive agreement, the said transaction details were notified to the stock exchanges in terms of Regulation 30 of the SEBI LODR Regulations, 2015, as amended and can be accessed at weblink: https://suvenpharm.com/. Since then, your company''s operations have been under the control of the new management. The company shall comply with applicable provisions relating to downstream investments, if any, made in accordance with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended.

Changes in Board of Directors and Key Managerial Personnel

Consequent upon the said change in management control pursuant to SEBI SAST Regulations, the Board had recommended to the shareholders the appointment of the following new Directors based on the recommendations of Nomination and Remuneration Committee as per the compliance requirements under the applicable provisions of Companies Act, 2013 and SEBI Regulations. The shareholders in the 5^th Annual General Meeting held on 15^th December, 2023 have approved the said appointments.

1.	Mr. Vaidheesh Annaswamy	- Executive Chairman
2.	Dr. Vetukuri Venkata Naga Kali Vara Prasada Raju	- Managing Director
3.	Mr. Pankaj Patwari	- Non-Executive Director
4.	Ms. Shweta Jalan	- Non-Executive Director
5.	Ms. Matangi Gowrishankar	- Independent Director
6.	Mr. Vinod Rao	- Independent Director
7.	Mr. Kumarapuram	- Independent
	Gopalakrishnan Ananthakrishnan	Director
8.	Mr. Pravin Udhyavara	- Independent
	Bhadya Rao	Director

All previous executive and non-executive directors viz; Shri. Venkateswarlu Jasti, Shri. J.V.Ramudu, and Dr. Jerry Jeyasing, Shri. D.G.Prasad, Shri. V Sambasiva Rao and Smt. Deepanwitha Chattopadhyay have resigned from the Board effective from 29^th September, 2023. The previous independent directors have resigned due to personal reasons, and no other material reasons were mentioned in their respective resignation letters.

During the year, the following Key Managerial Personnel were appointed:

1. Dr. Sudhir Kumar Singh	- Chief Executive Officer
2. Mr. Himanshu Agarwal	- Chief Financial Officer

Further, Mr. P Subba Rao has resigned as Chief Financial Officer of the Company effective from 2^nd January, 2024.

Declaration by Independent Directors

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.

In the opinion of the Board, all the new Independent Directors possess the integrity, expertise, and experience, including the proficiency, required to be Independent Directors of the Company. They fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. They have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Pankaj Patwari, Director (DIN: 08206620) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile of the director seeking re-appointment at the ensuing Annual General Meeting is presented in the Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on energy conservation, technology absorption, foreign exchange earnings, and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "AnnexureâB."

Risk Management

The Board of Directors has constituted a Risk Management Committee, which is entrusted with the responsibility of overseeing various organizational risks. The Corporate Governance Report, which forms part of this Report, contains the details of the Risk Management Committee of the Company. The Risk Management Committee assesses the adequacy of mitigation plans to address such risks. The Board approved a suitable risk management policy to take care of all aspects of Contract Development and Manufacturing Operations (CDMO) business model of your Company. In addition, your company regularly conducts

safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri. Vaidheesh Annaswamy as Chairperson, Shri. KG Ananthakrishnan and Smt. Matangi Gowrishankar as members. The CSR programs of the Company were implemented by the following agencies: i. Suven Trust, ii. Chinmaya Vishwa Vidyapeeth, iii. Central Chinmaya Mission Trust, iv. YUVA Unstoppable and v. Roti Foundation. The Board has approved two identified projects relating to developing a Chemistry Laboratory and upgradation of Schools as ongoing projects whose completion is stretching beyond fiscal 2023-24 closure. The details of the said ongoing projects were disclosed in the CSR statement annexed to the Directors'' Report. In accordance with the amended rules your company does not require to undertake the impact assessment of CSR projects.

Annual Report on CSR Activities forms part of this Report as "Annexure - C". The CSR Policy, Committee Composition and CSR programs details are available on the Company''s website on https://suvenpharm.com/csr/csr-policy/

Performance Evaluation of the Board

The Board discussed upon the outcome of performance evaluation and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each committee was evaluated by the Board, based on views received from respective

committee members. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Deposits

During the financial year 2023-24, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

Your Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with management''s general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews the reports submitted by the independent internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Whistle Blower mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://www.suvenpharm.com/images/pdf/policies/ whistle-blower-policy.pdf

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - D".

Corporate Governance

A detailed Report on Corporate Governance prepared in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Practicing Company Secretary Certificate regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the Annual Report.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its 1^st Annual General Meeting (AGM) held on 30^th November, 2019 has appointed M/s. Karvy & Co., Chartered Accountants (Firm Registration No. 001757S) as statutory auditors for a period of 5 years from the conclusion of 1^st AGM till the conclusion of the 6^th AGM to be held in the year 2024,accordingly the term of the existing statutory auditors will expire at the conclusion of the ensuing Annual General Meeting. The Auditor''s Report does not contain any qualifications nor adverse remarks.

The Board of Directors at its meeting held on July 12, 2024, considered the recommendations of audit committee to rotate the statutory auditors and recommended to the members the appointment of M/s. Walker Chandiok & Co LLP & Co. (Registration No. 001076N/N500013) as statutory auditors of the Company (in place of outgoing statutory auditors M/s. Karvy & Co., Chartered Accountants) for a term of five consecutive years, from the conclusion of the ensuing 6^th Annual General Meeting of the Company till the conclusion of the 11^th Annual General Meeting to be held in the year 2029.

Secretarial Auditors

Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forms part of this report as "Annexure - E". The Secretarial Audit Report does not contain any qualifications nor adverse remarks.

Cost Records and Audit

During the year under review, in terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31^st December, 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria prescribed under Cost Audit Rules. However, the Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective, posted on the website of the Company at https://suvenpharm.com/financial-info/

Suven Pharmaceuticals Limited Employee Stock Option Plan 2023 (ESOP 2023)

During the year under review, the Company has approved the "Suven Pharmaceuticals Limited - Employee Stock Option Plan 2023" and the existing scheme "Suven Pharma Employee Stock Option Scheme 2020" is closed with the approval of shareholders through postal ballot resolution.

As per the approval given by the shareholders on 13^th February 2024, the Board has been authorised to introduce, offer, issue, and provide share-based incentives to eligible employees of the Company and its subsidiaries under the ESOP 2023 plan. In terms of the scheme, the total number of options to be granted is 1,25,00,000 with a face value of C1/- each.

The nomination and remuneration committee (NRC), in its meeting held on 24^th February 2024, has granted 65,94,308 options under the ESOP 2023 plan during the year ended 31^st March 2024. Upon granting of the options it shall vest in one or more tranches based on the achievement of defined annual performance parameters as determined by the administrator (the NRC). The details of the options granted

as per ESOP 2023 are available in the Notes to accounts of the financial statements in this Annual Report.

The total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the ESOP 2023 does not cumulatively exceed 4.91% of the issued and paid up capital.

The ESOP 2023 is drawn up in compliance with the Securities and Exchange Board Of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, and there have been no material changes to the plan during the fiscal.

The ESOP 2023 details, including terms of reference and the requirement specified under Regulation 14 of the SEBI Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company''s website at www.suvenpharm.com.

Transfer of Unpaid and Unclaimed amounts to the Investor Education and Protection Fund (IEPF)

Since your company was incorporated in 2018, it will ensure compliance with the applicable provisions of the IEPF Rules at the appropriate time.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

General

The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review. Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

(i) . The details of frauds reported by auditors under

sub-section (12) of section 143 other than those which are reportable to the Central Government

(ii) . The details of an application made or any proceeding

pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year.

(iii) . The details of the difference between the valuation

amount done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof.

(iv) . No significant material orders have been passed by

the regulators/ courts /tribunals that would impact the company''s going concern status and future operations.

Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for contributing to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the central and State Governments, Financial Institutions, and Banks for their support during the year, and we look forward to its continuance.

Mar 31, 2023

DIRECTOR REPORT

To the Members of

Suven Pharmaceuticals Limited

Your Company''s Board of Directors has pleasure in presenting this 5^th Annual Report together with Ind AS compliant Audited
Financial Statements of the Company for the financial year ended 31^st March, 2023.

Financial Performance

	Standalone		Consolidated
Particulars	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from operations	1,33,008	1,32,022	1,34,033	1,32,022
Other income	4,455	18,779	4,636	9,238
Total income	1,37,463	1,50,801	1,38,669	1,41,260
Expenses
Operating expenditure	74,700	74,023	77,379	74,080
Depreciation and amortization	4,284	3,910	4,773	3,910
Total Expenses	78,984	77,933	82,152	77,990
Profit before finance costs and tax	58,479	72,868	56,517	63,271
Finance costs	539	623	544	623
Share of Profit/(Loss) of Associates	-	-	-	4,111
Profit before Tax	57,939	72,245	55,973	66,759
Tax expense	14,679	16,435	14,844	21,378
Profit for the year	43,260	55,810	41,129	45,380
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(35)	(102)	(27)	(102)
Income tax relating to items that will not be reclassified to profit or loss	9	26	9	26
Total Other Comprehensive Income	(26)	(76)	(19)	(76)
Total Comprehensive Income	43,234	55,734	41,110	45,304
Retained earnings - opening balance	1,27,639	83,588	1,27,271	93,649
Add: Profit for the year	43,234	55,734	41,110	45,304
Less: Dividend paid	(20,365)	(10,183)	(20,365)	(10,183)
Transfer to General Reserve	(1,500)	(1,500)	(1,500)	(1,500)
Retained earnings - closing balance	1,49,007	1,27,639	1,46,516	1,27,271

Review of Operations

On a standalone basis, during the fiscal 2022-23 under
review your Company performed well and recorded
revenue of H1,33,008 lakhs, higher by 0.75 percent over the
previous year''s revenue of 1,32,022 lakhs. The Profit after
Tax (PAT) of the Company is recorded at H43,260 lakhs in
fiscal 2022-23 registering a decay of (22) percent over the

PAT of 55,810 lakhs in fiscal 2021-22. The Earnings Per Share
(EPS) of your Company is at H16.99 in fiscal 2022-23 per
share.

On consolidation basis, the profit after tax (PAT) for Fiscal
2022-23 has gone down to the order of H41,129 lakhs.
The Earnings per Share (EPS) of your Company is recorded
at H16.16 per share.

The consolidated financial statements of the Company
prepared in accordance with Indian Accounting Standards
as specified in the Companies (Indian Accounting Standards)
Rules, 2015, form part of the Annual Report.

Exports

The exports of the Company remained the major chunk of
revenue accounting for H1,29,493 lakhs, representing 97%
of the total revenue operations of H1,33,008 lakhs during
the year under review.

Dividend

Your Directors are pleased to inform you that the Board
has declared interim dividend of HI .00 per share and
one-time special dividend of H5.00 per share totaling to
H6.00/- (600%) per equity share of the face value of H1.00
each on September 02, 2022 and paid to the shareholders
in September 2022. The total dividend for the financial year
worked out to H6.00/- (600%) per equity share.

Transfer to Reserves

The Company transferred H1,500 lakhs to the general
reserve during the current financial year.

Share Capital

The paid up Equity Share Capital as on March 31,2023 was
H2,545.65 lakhs. During the year under review, the Company
has not issued any shares with differential voting rights nor
granted stock options or sweat equity shares.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2023 is available on
the Company''s website and can be accessed at web link at
https://suvenpharm.com/financial-info/#financialInfosection

Number of Meetings of the Board and Audit
Committee

During the year under review six Board Meetings were
convened and held and five Audit Committee Meetings
were convened and held. The details of Board meetings and
Audit Committee meetings are presented in the Corporate
Governance report, which forms part of this Annual Report.

The Audit Committee composed of independent and
non-executive directors. Shri D. G. Prasad is the Chairperson
of the Audit Committee and Shri V. Sambasiva Rao and
Shri J. V. Ramudu are members of the Audit Committee.
The time gap between the said meetings was within the

period prescribed under the provisions of the Companies
Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been
followed in the preparation of the Annual Accounts
and there were no material departures.

(b) Such accounting policies have been selected and
applied consistently and judgments and estimates
made when required 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 that period.

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 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) Proper internal financial controls were in place to
be followed by the Company and that the financial
controls were adequate and were operating effectively.

(f) Proper systems devised to ensure compliance with the
provisions of all applicable laws and that such systems
are adequate and operating effectively.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report and forms part of this
report and is also available on https://www.suvenpharm.
com/images/pdf/policies/Remuneration Policy.pdf

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend
Distribution as per the requirements of SEBI Guidelines.
The policy is stated in the Annual Report and has been
uploaded on the Company''s website and can be accessed
at https://www.suvenpharm.com/images/pdf/policies/
dividend-distribution-policy.pdf

Particulars of Loans, Guarantees or
Investments

Details of loans given, investments made, guarantees given
and securities provided are furnished in the Standalone
Financial Statement which can be referred at Note No. 6 and
31 to the Standalone Financial Statements.

Apart from this, the Company did not give any Loans,
investments or provided Guarantees or any security
during the year under the provisions of Section 186 of the
Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned
subsidiary company and one Indian wholly owned subsidiary
Company as on 31^st March, 2023. The consolidated financial
statements of the Company prepared in accordance with
Indian Accounting Standards as specified in the Companies
(Indian Accounting Standards) Rules, 2015, form part of the
annual report.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of financial statements of subsidiaries in Form
AOC-1 is attached to the financial statements of the
Company. Further, pursuant to the provisions of Section
136 of the Act, separate audited financial statements in
respect of the subsidiary companies shall be kept open
for inspection at the Registered Office of the Company
during working hours for a period of 21 days before the
date of the Annual General Meeting. Your Company will
also make available these documents upon request by any
Member of the Company interested in obtaining the same.
The separate audited financial statements in respect of the
subsidiary companies is also available on the website of
your Company at https://suvenpharm.com/financial-info/
#financialInfosection

Related Party Transactions

The Particulars of contracts or arrangements with related
parties referred to in sub-section (1) of section 188 in
the prescribed Form AOC-2 pursuant to clause (h) of
sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014, forms part of this
report as "Annexure - A".

The Board has approved a policy for related party
transactions and has been uploaded on the Company''s
website.

Casper Pharma acquisition

During the year, your company has acquired 100% state
in Caper Pharma Private Limited, a Hyderabad based SEZ
unit in formulations business for a purchase consideration
of H15680.45 Lakhs from the seller shareholders and the
Company has further invested an amount of H4172.92 Lakhs
by way of subscription to the 52,16,156 Rights equity shares
of the Casper Pharma in June 2022. The Casper Pharma is
now Wholly Owned Subsidiary and the annual accounts
of the said subsidiary are consolidated with the Company
for the financial year ended 31^st March, 2023. The USFDA
inspection of SEZ unit of Casper Pharma Private Limited is
completed during the year.

Material Changes and Commitments
Affecting Financial Position of the Company

There are no material changes and commitments, affecting
the financial position of the Company, which has occurred
between the end of the financial year of the Company i.e.
March 31,2023 and the date of the Directors'' report i.e. May
25, 2023.

Change in Management

During the year the founder promoters of the company
have signed definitive agreement to sell a part of their
stake to the extent of 12,75,37,043 equity shares of
face value of HI/- each representing 50.10% of paid up
capital of your company to the Acquirer - Berhyanda
Limited for a purchase consideration of H495/- per equity
share of face value of H1/- each. The Acquirer had obtained
all statutory approvals such as CCI, Department of
Pharmaceuticals under Ministry of Chemicals & Fertilizers
of Govt. of India.

The said transaction was consummated on
September 29, 2023. Your company''s operations will
be under new management - Advent International
Corporation a USA based private equity fund which has
invested in your company through its investment arm
Berhyanda Limited a Cyprus based foreign company.

Change in Board of Directors

As there was a change in management pursuant to take
over as per SEBI Regulations, the following new Directors
were appointed on the Board as Additional Directors in
compliance with the applicable provisions of Companies
Act, 2013 and SEBI Regulations.

1.	Mr. Vaidheesh Annaswamy	- Executive Chairmar
2.	Dr. Vetukuri Venkata Naga Kali Vara Prasada Raju	- Managing Director
3.	Mr. Pankaj Patwari	- Non-Executive Director
4.	Ms. Matangi Gowrishankar	- Independent Director
5.	Mr. Vinod Rao	- Independent Director
6.	Mr. Kumarapuram Gopalakrishnan Ananthakrishnan	- Independent Director

Directors and Key Managerial Personnel

The Company did not appoint any Director during the year
under review. None of the Directors has resigned during the
year under review.

In the opinion of the Board, all the new Independent
Directors possess the integrity, expertise and experience
including the proficiency required to be Independent
Directors of the Company, fulfill the conditions of
independence as specified in the Act and the Listing
Regulations and are independent of the management and
have also complied with the Code for Independent Directors
as prescribed in Schedule IV of the Companies Act, 2013.

The Company did not appoint any Key Managerial Personnel
during the year under review. None of the Key Managerial
Personnel has resigned during the year under review.

Declaration by Independent Directors

All independent directors of the Company have given
declarations under Section 149(7) of the Companies Act,
2013 confirming that they meet the criteria of independence
as provided in Section 149(6) of the Companies Act, 2013
and Regulation 25 of SEBI Listing Regulations and also
affirmed compliance with Code of conduct as required
under Regulation 26(3) of the Listing Regulations.

Conservation of Energy,Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo stipulated

under Section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of the Companies (Accounts) Rules, 2014, forms
part of this report as "Annexure - B".

Risk Management Policy

Your Company has formulated a suitable risk management
policy to take care of all aspects of Contract Development
and Manufacturing Operations (CDMO) business model
of your Company: viz., competitive position, capabilities,
various risk covers and risk mitigation preparedness etc.
Your Company operates with rich talent pool of scientists
having 2 decades of experience in the form of expertise,
capability and timely deliverables to global innovators to
ensure smooth flow of CDMO projects to sustain steady
revenues. In addition, your company regularly conducts
safety and preventive audits in all plants and ensures that
necessary safeguards are in place to protect the work force
and assets against all perils with appropriate insurance
policies.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established Corporate
Social Responsibility (CSR) Committee composed of Shri
J.V. Ramudu as Chairperson, Smt. Deepanwita Chattopadhyay,
Dr. V. Sambasiva Rao and Shri Venkateswarlu Jasti as
members. The CSR programs of the Company are being
implemented by Suven Trust. As of 31^st March, 2023
there were no amounts due payable to Suven Trust by
your Company. In accordance with the amended rules
your company does not require to undertake the impact
assessment of CSR projects.

Annual Report on CSR Activities forms part of this Report
as "Annexure - C" The CSR Policy, Committee Composition
and CSR programs details are available on the Company''s
website on https://suvenpharm.com/csr/csr-policy/

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013
and as per the SEBI (LODR) Regulations, 2015, the Board
has carried out an annual performance evaluation of
its own performance, the directors individually as well
as the evaluation of the working of its Committees.
The Independent Directors separately carried out evaluation
of Chairperson, Non Independent Directors and Board as a
whole. The performance of each committee was evaluated
by the Board, based on views received from respective
committee members. The manner in which the evaluation

has been carried out has been explained in the Corporate
Governance Report.

Deposits

During the FY 2022-23, the Company has not accepted
any fixed deposits, and, as such, no amount on account of
principal or interest on deposits was outstanding as on the
date of the balance sheet.

Internal Financial Control Systems and their
Adequacy

Your Company has laid down set of standards which
enables to implement internal financial control across
the organization and ensure that the same are adequate
and operating effectively (1) to provide reasonable
assurances that: transactions are executed in conformity
with generally accepted accounting principles/standards
or any other criteria applicable to such statements, (2)
to maintain accountability for assets; access to assets is
permitted only in accordance with management''s general
or specific authorization and the maintenance of records
that are in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company;
and (3) Provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of the assets that could have a material effect
on the financial statements. The Audit Committee of the
Board reviews the reports submitted by the independent
internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business
activities. Towards this, the Company has adopted a policy
on Vigil Mechanism and Whistle Blower to deal with
instance of fraud and mismanagement, if any. The details
of the Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the
Company. https://www.suvenpharm.com/images/pdf/
policies/whistle-blower-policy.pdf

Particulars of Employees and Remuneration

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of this report as "Annexure - D".

Corporate Governance

A detailed Report on Corporate Governance prepared in
substantial compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015 with the Stock Exchanges together with the Practicing
Company Secretary Certificate regarding the compliance
of conditions of corporate governance, is presented in a
separate section forming part of the Annual Report.

Management''s Discussion and Analysis

Management''s Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the SEBI
(LODR) Regulations, 2015, is presented in a separate section
forming part of the Annual Report.

AUDITORS
Statutory Auditors

Pursuant to the provisions of section 139 of the Companies
Act, 2013 and the Rules framed thereunder the Company in
its 1^st Annual General Meeting (AGM) held on 30^th November,
2019 has appointed M/s. Karvy & Co., Chartered Accountants
(Firm Registration No. 001757S) as statutory auditors for a
period of 5 years from the conclusion of 1^st AGM till the
conclusion of the sixth AGM to be held in the year 2024.
The Companies (Amendment) Act, 2017 dispensed the
ratification of auditor''s appointment at every Annual
General Meeting. The Auditors'' Report does not contain any
qualifications nor adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M/s. DVM & Associates LLP,
Company Secretaries to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report forms part of this
report as "Annexure - E" The Secretarial Audit Report does
not contain any qualifications nor adverse remarks.

Cost Records and Audit

During the year under review, in terms of Cost (Records and
Audit) Amendment Rules, 2014 dated 31^st December 2014
issued by the Central Government, the requirement for
Cost Audit is not applicable to the Company based on the
export turnover criteria prescribed under Cost Audit Rules.
However, the Company is maintaining such accounts and
record as specified by the Central Government and as
applicable to the Company under sub-section (1) of section
148 of the Companies Act, 2013.

Business Responsibility and Sustainability
Report

The Business Responsibility and Sustainability Report as
required under the SEBI Listing Regulations, describing the

initiatives taken by the Company from environment, social
and governance perspective, forms part of this report as
"Annexure-F".

Employees Stock Option Scheme

The Company grants share-based benefits to eligible
employees with a view to attracting and retaining the
best talent, encouraging employees to align individual
performances with Company objectives, and promoting
increased participation by them in the growth of the
Company.

Suven Pharma Employee Stock Option
Scheme 2020 ("SPL ESOP 2020")

As per the approval given by the shareholders in the AGM
held on 14^th September 2020, the Board has been authorized
to introduce, offer, issue and provide share-based incentives
to eligible employees of the Company and its subsidiaries
under the SPL ESOP 2020 scheme. In terms of the scheme
the total number of options to be granted are 10,00,000 of
face value of H1/- each.

The nomination and remuneration committee (NRC) has
not granted any options under the SPL ESOP 2020 scheme
during the year ended 31^st March, 2023. Upon the granting
of the options it shall vest in one or more tranches based
on the achievement of defined annual performance
parameters as determined by the administrator (the NRC).

The total number of equity shares to be allotted to the
employees of the Company and its subsidiaries under the
SPL ESOP 2020 does not cumulatively exceed 1% of the
issued capital.

The SPL ESOP 2020 is drawn up in compliance with SEBI
(Share Based Employee Benefits) Regulations, 2014, as
amended from time to time, and there has been no
material change to the plans during the fiscal.

The SPL ESOP 2020 details, including terms of reference,
and the requirement specified under Regulation 14 of the
SEBI (Share Based Employee Benefits) Regulations, 2014, are
available on the Company''s website, at www.suvenpharm.com.

As the Company has not yet granted any options during
the year ended 31^st March, 2023, the details of the options
granted, vested and exercised as per SPL ESOP 2020 is not
available in the Notes to accounts of the financial statements
in this Annual Report.

Transfer of Unpaid and Unclaimed amounts to
Investor Education and Protection Fund (IEPF)

Your company will ensure compliance of the applicable
provisions of IEPF Rules at appropriate time, since your
company is incorporated in the year 2018.

Disclosure in relation to theSexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee as
specified under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under
review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

General

During the FY2023, there is no change in the nature of
business of the company or of its wholly owned subsidiaries.
There are no other companies that have become or ceased
to be your Company''s subsidiaries, joint ventures or
associate companies during the year.

The Company has complied with the provisions of all
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India during the year under review.
Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these matters during the year
under review:

(i) The details of frauds reported by auditors under
sub-section (12) of section 143 other than those which
are reportable to the Central Government

(ii) The details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year.

(iii) The details of difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons
thereof.

(iv) There are no significant material orders passed by the
regulators/ courts /tribunals, which would be impact
the going concern status of the company and its future
operations.

The Board''s Report was originally approved on May 25,
2023 and subsequently, revised due to change in the Board
of Directors of the Company pursuant to takeover of the
controlling interest in the Company.

Acknowledgements

Your Directors wish to place on record their gratitude to
Shareholders for the confidence reposed by them and

thank all the shareholders, customers, dealers, suppliers
and other business associates for their contribution to
your Company''s growth. The Directors also wish to place on
record their appreciation of the valuable services rendered
by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and
State Government, the Financial Institutions and Banks for
their support during the year and we look forward to its
continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti D. G. Prasad

Place: Hyderabad Managing Director Director

Date: September 29, 2023 DIN: 00278028 DIN: 00160408

Mar 31, 2022

Your Company''s Board of Directors has pleasure in presenting this 4^th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31^st March, 2022.

Financial Performance (H in lakhs)
Particulars	Standalone		Consolidated
Particulars	Financial Year 2021-22	Financial Year 2020-21	Financial Year 2021-22	Financial Year 2020-21
Revenue from operations	1,32,022	100,972	1,32,022	100,972
Other income	18,779	1,424	9,238	1,424
Total income	1,50,801	102,396	1,41,260	102,396
Operating expenditure	74,023	56,920	74,080	56,924
Depreciation and amortization	3,910	3,164	3,910	3,164
Operating profit	72,868	42,312	63,271	42,308
Finance cost	623	914	623	914
Share of Profit/(Loss) of Associates	-	-	4,111	5,374
Profit before Tax (PBT)	72,245	41,398	66,759	46,767
Tax expenses	16,435	10,533	21,378	10,533
Profit for the year	55,810	30,865	45,380	36,234
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(102)	(112)	(102)	(112)
Income tax relating to items that will not be reclassified to profit or loss	26	28	26	28
Total Other Comprehensive Income	(76)	(84)	(76)	(84)
Total Comprehensive Income	55,734	30,781	45,304	36,150
Retained earnings - opening balance	83,587	56,852	93,649	61,544
Add: Profit for the year	55734	30,781	45,304	36,150
Less: Dividend paid	(10,183)	(2,546)	(10,183)	(2,546)
Transfer to General Reserve	(1,500)	(1,500)	(1,500)	(1,500)
Retained earnings - closing balance	1,27,638	83,587	1,27,271	93,649

Review of Operations

On a standalone basis, during the fiscal 2021-22 under review your Company performed well and recorded revenue of H1,32,022 lakhs, higher by 30.75 percent over the previous year''s revenue of 100,972 lakhs. The Profit after Tax (PAT) of the Company is recorded at H55,810 lakhs in fiscal 2021-22 registering a growth of 80.82 percent over the PAT of 30,865 lakhs in fiscal 2020-21. The Earnings Per Share (EPS) of your Company is at H21.92 in fiscal 2021-22 per share.

On a bottom line consolidation basis, the profit after tax (PAT) for Fiscal 2021-22 has gone up to the order of H45,380 lakhs due to inclusion of H4,111 lakhs of unrealized share of profit for the half-year ended 30^th September, 2021 from Rising Pharma Holdings, Inc., the associate company through the WOS - Suven Pharma, Inc., in USA. On 13^th December, 2021 the WOS of your company has divested its entire 25% stake in the said associate company to HIG Capital through a structured deal, hence share of profit for 1^st half year is considered. The Earnings per Share (EPS) of your Company is recorded at H 17.83 per share.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

Impact of COVID-19 pandemic

The COVID-19 pandemic has affected the global economy from almost more than a year with the onset of second wave of the COVID-19 that resulted in continuous shortage of nonavailability of vessels leading to delay in shipments, increase in transportation and distribution costs and timely nonavailability of materials with increase in material costs during the year under are impacting our operations and profitability.

Exports

The exports of the Company remained the major chunk of revenue accounting for H1,27,593 lakhs, representing 96% of the total revenue of H1,32,022 lakhs during the year under review.

Dividend

Your Directors are pleased to inform you that the Board has declared 1^st interim dividend of H1.00 per share and onetime special dividend of H2.00 per share totaling to H3.00/-(300%) per equity share of the face value of H1.00 each on February 08, 2022 and paid to the shareholders in February 2022. Further, the Board has declared 2^nd interim dividend of H 1.00 per share and one-time special dividend of H1.00 per share totaling to H2.00/- (200%) per equity share of the face value of H1.00 each on May 09, 2022. The total dividend for the financial year worked out to H5.00/- (500%) per equity share.

The 2^nd interim dividend, will be paid on and from 25^th May, 2022, to the Members whose names appear in the Register of Members, as on the Record date i.e. Tuesday, 17^th May, 2022. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Interim Dividend after deduction of tax at source.

Transfer to Reserves

The Company transferred H1500 lakhs to the general reserve during the current financial year.

Share Capital

The paid up Equity Share Capital as on March 31, 2022 was H2,545.65 lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2022 is available on the Company''s website and can be accessed at web link at https://www.suvenpharm.com/index.php/investors/ financial-info/annual-reports

Number of Meetings of the Board and Audit Committee

During the year under review six Board Meetings were convened and held and five Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of independent and nonexecutive directors. Shri D. G. Prasad is the Chairperson of the Audit Committee and Shri V. Sambasiva Rao and Shri J. V. Ramudu are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed in the preparation of the Annual Accounts and there were no material departures.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required 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 that period.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

(e) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

(f) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this report and is also available on https://www.suvenpharm.com/ images/pdf/policies/Remuneration Policy.pdf

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company''s website and can be accessed at https://www.suvenpharm.com/images/pdf/policies/ dividend-distribution-policy.pdf

Particulars of Loans, Guarantees or Investments

Details of loans given, investments made, guarantees given and securities provided are furnished in the Standalone Financial Statement which can be referred at Note No. 6 and 31 to the Standalone Financial Statements.

Apart from this, the Company did not give any Loans, investments or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary company as on 31^st March, 2022. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report. Since Caper Pharma has become Wholly Owned Subsidiary (WOS) of your Company during the current financial year, the consolidated financial statements forming part of this new WOS will be presented in the next Annual Report 2022-23.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary company is also available on the website of your Company at https://www.suvenpharm.com/index.php/investors/ financial-info/subsidiary-accounts

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions and has been uploaded on the Company''s website.

Casper Pharma acquisition

Your company has acquired 100% stake in Casper Pharma Private Limited a Hyderabad based SEZ unit engaged in formulations business for a purchase consideration of H 15,680.45 Lakhs from the seller shareholders. The acquisition process was completed in all respects during the 1^st quarter of FY 2022-23 and Casper Pharma is now a Wholly Owned Subsidiary of your company. USFDA inspection of this SEZ unit of Casper Pharma is expected to happen within next 6 months'' timeframe.

Material Changes and Commitments Affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. March 31, 2022 and the date of the Directors'' report i.e. May 9, 2022 except as stated in the preceding para titled "Casper Pharma acquisitionâ.

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - B".

Risk Management Policy

Your Company has formulated a suitable risk management policy to take care of all aspects of Contract Development and Manufacturing Operations (CDMO) business model of your Company: viz., competitive position, capabilities, various risk covers and risk mitigation preparedness etc. Your Company operates with rich talent pool of scientists having 2 decades of experience in the form of expertise, capability and timely deliverables to global innovators to ensure smooth flow of CDMO projects to sustain steady revenues. In addition, your company regularly conducts safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri J. V. Ramudu as Chairperson, Smt. Deepanwita Chattopadhyay, Dr. V. Sambasiva Rao and Shri Venkateswarlu Jasti as members. The CSR programs of the Company are being implemented by Suven Trust. As of 31^st March, 2022 there were no amounts due payable to Suven Trust by your Company. In accordance with the amended rules your company does not require to undertake the impact assessment of CSR projects.

Performance Evaluation of the Board

its Committees. The Independent Directors separately carried out evaluation of Chairperson, Non Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Directors and Key Managerial Personnel

During the year under review, based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on July 23, 2021 appointed Dr. Vajja Sambasiva Rao (DIN: 09233939) as an Independent and Non-Executive Additional Director in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The shareholders approved his appointment as Independent Director in the 3^rd Annual General Meeting (AGM) held on 31^stAugust, 2021 not liable to retire by rotation for a term of 5 consecutive years upto July 22, 2026. Dr VS Rao was inducted as member of the Audit Committee of your Company.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013

Dr. S Chandrasekhar, Independent Director, resigned from the Directorship of the Company w.e.f. January 19, 2022. The Board placed on record its appreciation for the valuable contribution made by him during tenure as Director of the Company.

The Board of Directors has on the basis of recommendations of the Nomination and Remuneration Committee appointed Mr. J. V. Ramudu (DIN: 03055480), Non-Executive Director as Chairman of the Company with effect from February 09, 2022, Mr. Venkateswarlu Jasti would continue as the Managing Director of the Company with effect from February 09, 2022.

The Company did not appoint any Key Managerial Personnel during the year under review. None of the Key Managerial Personnel has resigned during the year under review.

Declaration by Independent Directors

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Dr. Jerry Jeyasingh, Director (DIN:08589727) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Deposits

During the FY 2021-22, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. https://www. suvenpharm.com/images/pdf/policies/whistle-blower-policy. pdf

Particulars of Employees and Remuneration

Corporate Governance

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges together with the Auditors'' Certificate regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the Annual Report.

Management''s Discussion and Analysis

AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its 1^st Annual General Meeting (AGM) held on 30^th November, 2019 has appointed M/s. Karvy & Co., Chartered Accountants (Firm Registration No. 001757S) as statutory auditors for a period of 5 years from the conclusion of 1^st AGM till the conclusion of the sixth AGM to be held in the year 2024. The Companies (Amendment) Act, 2017 dispensed the ratification of auditor''s appointment at every Annual General Meeting. The Auditors'' Report does not contain any qualifications nor adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forms part of this report as "Annexure - Eâ. It contains one comment on non-complaint composition of Nomination and Remuneration Committee (NRC) for the quarter ended 31 March 2022. The Company has taken corrective action and has achieved compliance of NRC composition w.e.f. 1^st April 2022.

Cost Records and Audit

During the year under review, in terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31^st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria prescribed under Cost Audit Rules. However, the Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

Business Responsibility Report

Pursuant to the SEBI Listing Regulations, a detailed Business Responsibility Report (BRR) is prepared. As a green initiative, the BRR is placed on website of your company and can be accessed at web link at https://www.suvenpharm.com/index. php/investors/financial-info/annual-reports.

Employees Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth ofthe Company.

Suven Pharma Employee Stock Option Scheme 2020 (âSPL ESOP 2020")

As per the approval given by the shareholders in the AGM held on 14^th September 2020, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the SPL ESOP 2020 scheme. In terms of the scheme the total number of options to be granted are 10,00,000 of face value of HI/- each.

The nomination and remuneration committee (NRC) has not granted any options under the SPL ESOP 2020 scheme during the year ended 31^st March, 2022. Upon the granting of the options it shall vest in one or more tranches based on the achievement of defined annual performance parameters as determined by the administrator (the NRC).

The total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the SPL ESOP 2020 does not cumulatively exceed 1% of the issued capital.

The SPL ESOP 2020 is drawn up in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, and there has been no material change to the plans during the fiscal.

The SPL ESOP 2020 details, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, are available on the Company''s website, at www.suvenpharm.com.

As the Company has not yet granted any options during the year ended 31^st March, 2022, the details of the options granted, vested and exercised as per SPL ESOP 2020 is not available in the Notes to accounts of the financial statements in this Annual Report.

Transfer of Unpaid and Unclaimed amounts to Investor Education and Protection Fund (IEPF)

Your company will ensure compliance of the applicable provisions of IEPF Rules at appropriate time, since your company is incorporated in the year 2018.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

During the FY2022, there is no change in the nature of business of the company or of its wholly owned subsidiaries. there are no other companies have become or ceased to be your Company''s subsidiaries, joint ventures or associate companies during the year.

(i) . The details of frauds reported by auditors under sub

section (12) of section 143 other than those which are reportable to the Central Government

(ii) . The details of application made or any proceeding

pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(iii) . The details of difference between amount of the

valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

(iv) . There are no significant material orders passed by the

regulators/courts/tribunals, which would be impact the going concern status of the company and its future operations.

Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

Mar 31, 2021

Your Company''s Board of Directors has pleasure in presenting this 3rd Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31st March, 2021.

Financial Performance

(Amount in D Lakh)

Particulars	Standalone		Consolidated
	Financial Year 2020-21	Financial Year 2019-20	Financial Year 2020-21	Financial Year 2019-20
Revenue from operations	100,972	83,379	100,972	83,379
Other income	1,424	1812	1,424	1,812
Total income	102,396	85,WW191	102,396	85,191
Operating expenditure	56,920	45215	56,924	45,219
Depreciation and amortization	3,164	2351	3,164	2,351
Operating profit	42,312	37625	42,308	37,621
Finance cost	914	1866	914	1,992
Share of Profit/(Loss) of Associates	-	-	5,374	4,821
Profit before Tax (PBT)	41,398	35,759	46,767	40,451
Tax expenses	10,533	8,751	10533	8751
Profit for the year	30,865	27,008	36,234	31,700
Other Comprehensive Income
Items that will not be reclassified to profit or loss	(112)	(109)	(112)	(109)
Income tax relating to items that will not be reclassified to profit or loss	28	28	28	28
Total Other Comprehensive Income	(84)	(82)	(84)	(82)
Total Comprehensive Income	30,781	26,926	36,150	31,618
Retained earnings - opening balance	56,852	39,098	61,544	39,098
Add: Profit for the year	30,781	26,926	36,150	31,618
Less: Dividend paid	(2,546)	(7,672)	(2,546)	(7,672)
Transfer to General Reserve	(1,500)	(1,500)	(1,500)	(1,500)
Retained earnings - closing balance	83,587	56,852	93,649	61,544

Review of Operations

During the year under review your Company performed well and recorded standalone revenue of I 100,972 Lakhs, higher by 21 percent over the previous year''s revenue of I 83,379 Lakhs. Profit after Tax (PAT) of the Company is recorded at I 30,865 Lakhs. The Earnings Per Share (EPS) of your Company is at I 12.12 in fiscal 2020-21 per share.

On a bottom line consolidation basis, the profit after tax (PAT) for Fiscal 2020-21 has gone up to the order of I 36,234 Lakhs due to inclusion of I 5,374 Lakhs of unrealized share of profit from Rising Pharma Holdings, Inc., the associate company through the WOS - Suven Pharma, Inc., in USA. The Earnings per Share (EPS) of your Company is recorded at I 14.23 per share.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

Impact of the COVID-19 pandemic

The COVID-19 pandemic has affected the global economy from almost more than a year and second wave of the COVID-19 continued the restrictions and disruption in the business operations starting March, 2021 in terms of employee absenteeism (around 20%), adjustment of shifts due to lock down, material movements and increase in raw material cost. However, the COVID-19 did not have major impact on the business operations, which includes our subsidiary, Suven Pharma, Inc.

Exports

The exports of the Company are the major chunk of revenue accounting for I 96,664 Lakhs, representing 96% of the total revenue of I 100,972 Lakhs during the year under review.

Dividend

Your Directors are pleased to recommend a final dividend of 11.00 per equity share of face value of I 1/- for the year ended 31st March, 2021. The interim Dividend of 1 1.00 per share was already paid on 1st March, 2021. The total dividend for the financial year worked out to 1 2/- per equity share.

The final dividend, subject to the approval of Members at the Annual General Meeting to be on Tuesday, 31st August, 2021, will be paid on and from Tuesday, 07th September, 2021, to the Members whose names appear in the Register of Members, as on the Record date i.e. Tuesday, 17th August, 2021. In view of the changes made under the Income-tax Act, 1961, by the Finance

Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

Transfer to Reserves

The Company transferred 1 1,500 Lakhs to the general reserve during the current financial year.

Issue of Bonus Equity Shares

The Board of Directors at their meeting held on 17th August, 2020, recommended issue of bonus equity shares, in the proportion of 1:1, i.e. 1 (One) bonus equity share of 1 1/- each for every 1 (one) fully paid-up equity share held). The said bonus issue was approved by the Members of the Company in Annual General Meeting held on 14th September, 2020. The Board allotted 12,72,82,478 bonus shares on 29th September, 2020 to the Members whose names appeared on the register of members as on 28th September, 2020, being the record date fixed for this purpose thus the total paid up capital of your company has gone up to the order of 1 25,45,64,956 consisting of 25,45,64,956 equity shares of face value of 1 1/- each.

Share Capital

During the financial year 2020-21, your Company''s authorized capital was increased from 1 20,10,00,000/- (Rupees Twenty Crores Ten Lakhs) to 1 40,00,00,000 /- (Rupees Forty Crores) by creation of additional 19,90,00,000 (Nineteen Crores Ninety Lakhs) equity shares of 1 1/- (Rupees One each). The said increase in authorized share capital was pursuant to approval of shareholders of the Company in Annual General Meeting held on 14th September, 2020.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2021 is available on the Company''s website and can be accessed at web link at https://www.suvenpharm.com/index.php/investors/financial-info/annual-reports

Number of Meetings of the Board and Audit Committee

During the year under review six Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of independent and nonexecutive directors. Shri D. G. Prasad is the Chairperson of the Audit Committee and Shri S. Chandrasekhar and Shri J. V. Ramudu are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed in the preparation of the Annual Accounts and there were no material departures.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required 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 that period.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

(e) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

(f) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Which is a part of this report and is also available on

https://www.suvenpharm.com/images/pdf/policies/Remuneration Policy.pdf Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company''s website and can be accessed at

https://www.suvenpharm.com/images/pdf/policies/dividend-distribution-policy.pdf

Particulars of Loans, Guarantees or Investments

Details of loans given, investments made, guarantees given and securities provided are furnished in the Standalone Financial Statement which can be referred at Note No. 6 and 32 to the Standalone Financial Statements.

Apart from this, the Company did not give any Loans, investments or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act,

2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary company as on 31st March, 2021. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form AOC-1 forms part of is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary company is also available on the website of your Company at https://www.suvenpharm.com/index.php/investors/financial-info/subsidiary-accounts

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,

2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website.

Material Changes and Commitments Affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March, 2021 and the date of the Directors'' report i.e. June 08, 2021.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Risk Management Policy

The Board formulated a suitable risk management policy to take care of all aspects of Contract Development and Manufacturing Operations (CDMO) business model of your Company: viz., competitive position, capabilities, various risk covers and risk mitigation preparedness etc. Post demerger, the CRAMS business undertaking was transitioned to the company along with rich talent pool of scientists having 2 decades of experience in the form of expertise, capability and timely deliverables to global innovators to ensure smooth flow of CDMO projects to sustain steady revenues. In addition, your company regularly conducts safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.

Corporate Social Responsibility

Performance Evaluation of the Board

and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Directors and Key Managerial Personnel

The Company did not appoint any directors or Key Managerial Personnel during the year under review. None of the Directors or Key Managerial Personnel has resigned during the year under review.

Declaration by Independent Directors

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Shri Venkateswarlu Jasti, Chairman and Managing Director (DIN:00278028) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Deposits

During FY 2020-21, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews the reports submitted by the independent internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company has put in place Whistle Blower Policy a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. https://www.suvenpharm.com/imaaes/pdf/policies/whistle-blower-policv.pdf

Particulars of Employees and Remuneration

Corporate Governance

Management''s Discussion and Analysis

Auditors Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its 1st Annual General Meeting (AGM) held on 30th November, 2019 has appointed M/s. Karvy & Co., Chartered Accountants (Firm Registration No. 001757S) as statutory auditors for a period of 5 years from the conclusion of 1st AGM till the conclusion of the sixth AGM to be held in the year 2024. The Companies (Amendment) Act, 2017 dispensed the ratification of auditor''s appointment at every Annual General Meeting. The Auditors'' Report does not contain any qualifications nor adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as "Annexure - E". The Secretarial Audit Report does not contain any qualifications nor adverse remarks.

Cost Records and Audit

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria prescribed under Cost Audit Rules. However, the Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

Business Responsibility Report

Pursuant to the SEBI Listing Regulations, a detailed Business Responsibility Report (BRR) is prepared. As a green initiative the BRR is placed on website of your company and can be accessed at web link at tps://www.suvenpharm.com/index.php/investors/financial-info/annual-reports

Employees Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

Suven Pharma Employee Stock Option Scheme 2020 ("SPL ESOP 2020")

On September 14, 2020, pursuant to approval by the shareholders in the AGM, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the SPL ESOP 2020 scheme. In terms of the scheme the total number of options to be granted are 10,00,000 of face value of I 1/- each.

The nomination and remuneration committee (NRC) has not granted any options under the SPL ESOP 2020 scheme during the year ended 31st March, 2021. Upon the granting of the options it shall vest in one or more tranches based on the achievement of defined annual performance parameters as determined by the administrator (the NRC).

(i) . The details of frauds reported by auditors under sub

section (12) of section 143 other than those which are reportable to the Central Government

(ii) . A statement regarding opinion of the Board with regard

to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

(iii) . The details of application made or any proceeding

pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(iv) . The details of difference between amount of the valuation

done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

(v) . The details of significant material orders passed by the

regulators or courts or tribunals impacting the going concern status of the company and its future operations.

Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors Venkateswarlu Jasti

Place: Hyderabad Chairman & MD

Date: 8th June, 2021 DIN: 00278028

The total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the SPL ESOP 2020 does not cumulatively exceed 1% of the issued capital.

The SPL ESOP 2020 is drawn up in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, and there has been no material change to the plans during the fiscal.

The SPL ESOP 2020 details, including terms of reference, and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, are available on the Company''s website, at vww.suvenpharm.com.

Transfer of Unpaid and Unclaimed amounts to Investor Education and Protection Fund (IEPF)

Your company will ensure compliance of the applicable provisions of IEPF Rules at appropriate time, since your company is incorporated in the year 2018.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

During the FY2021, there is no change in the nature of business of the company or of its wholly owned subsidiaries. there are no other companies have become or ceased to be your Company''s subsidiaries, joint ventures or associate companies during the year.

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