Sudarshan Pharma Industries Ltd

To.

The Shareholders of

Sudarshan Pharma Industries Limited

Your Directors have pleasure in submitting their 17th Annual Report together with the Audited Financial Statements of the Company, for the financial year ended 31st March. 2025 ('‘Financial Year*')..

FINANCIAL HIGHLIGHTS

The financial highlights of the Company on standalone and consolidated basis for the Financial Year are as under:

(Rupees in Lakhs)

COMPANY'S BUSINESS

The Standalone Gross Revenue from operations for Financial Year 2024-25 was Rs.50.538.39 Lakhs (previous year Rs.46.831.37 Lakhs). The Profit Before Tax stood at Rs.2.128.56 Lakhs (previous year Rs.1.509.81 Lakhs). The Profit After Tax for the Financial Year 2024-25 stood at Rs.l,587.70 Lakhs (previous year Rs.1.135 53 Lakhs).

The Consolidated Gross Revenue including intra-group transactions from operations for Financial Year 2024-25 was Rs.50,756.68 Lakhs (Previous Year Rs.46,614.68 Lakhs). The Consolidated Operating Profit before Tax stood (for continued operations) at Rs.2,162.93 Lakhs (Previous Year: Rs.1.522.84 Lakhs). The Consolidated Profit after Tax stood at Rs.l,595.52 Lakhs (Previous Year: Rs.1.145.53 Lakhs).

The Consolidated turnover of the Company was up by 8.95% during the financial year 2024-25 with reference to the previous FY. The Company's EBITDA is Rs.4,243.98 Lakhs with a significant increase of 66.97% from previous FY. The EPS as of 31st March 2025 is Rs.0.66. up by 37.50% from previous financial year.

DIVIDEND & RESERVES

The Board expressed its inability to recommend any dividend for the Financial Year. The Board is of the opinion that the funds may be utilised for better opportunities and consequently for the growth of the shareholders' wealth in coming years.

No amount has been transferred to any reserve.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following 5 (five) subsidiaries as on 31st March 2025, viz.,

a) Sudarshan Pharma Lifescience Private Limited;

b) Ratna Lifesciences Private Limited;

c) Life Science Chemical Private Limited;

d) Sudarshan Maven Pharma Private Limited and

e) Sudarshan Pharma Industries Private Limited (Singapore)

With effect from 1st April. 2025, the Company acquired 51.00% of the paid up equity share capital of the Ishwari Healthcare Private Limited i.e. 2,09,100 equity shares of Rs.10/- each at a consideration of Rs.1,50,00,000/- (Rupees One Crore and Fifty Lakhs only); hence it became a subsidiary of the Company

Furthermore, it is proposed to add the following entities under the aegis of the Company:

a) Cibachem General Trading LLC, Dubai through acquisition and

b) Sudarshan Pharma Poland LLC, Poland through incorporation

The members are requested to refer to the "Management Discussion & Analysis" Report forming part of the Annual Report for detailed information about the subsidiaries of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing requisite details including performance and financial position of each of the subsidiary companies, the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (‘ Act”). There has been no material change in the nature of the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company http://www.sudarshanpharma.com.

The list of subsidiaries, joint ventures and associate companies of the Company are given in Form MGT-7 (Annual Return), which is uploaded on the Company's website and can be accessed at the

web-link https://www.sudarshanpharma.com/annual-reports/

SHARE CAPITAL OF THE COMPANY

Issue and Allotment of 9,00,000 Warrants to the Promoters

The Board of Directors of the Company at their Meeting held on 4th July. 2024, approved to issue 9,00,000 Warrants, every one Warrant convertible into 1 (one) equity share of the face value of Rs.10/- (Rupees Ten Only) in terms of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations") on a preferential basis to Mr. Hemal Mehta and Mr. Sachin Mehta. Promoters of the Company at a price to be determined as per Regulation 164 of the SEBI ICDR Regulations.

The approval of the shareholders was obtained in the following manner:

1) At the Extraordinary General Meeting of the Company held on 30th September 2024, special resolution was passed by the members of the Company

2) As per the instructions of BSE Limited, on 18th November 2024, the Company issued an Addendum to the Notice of Extraordinary General Meeting to the shareholders of the Company intimating them that the e-voting window would be re-opened from 19th November 2024 to 20th November 2024. The revised Voting Results and Scrutineer's Report were announced to BSE Limited on 21st November 2024 and the resolutions were declared as passed by the members of the Company as special resolutions.

Thereafter, based on the approval granted by BSE for allotment of warrants dated 5th December 2024, the Directors of the Company at their meeting held on 18th December 2024. allotted 9,00.000 warrants at a price of Rs.163.80 per warrant, every one warrant convertible into 10 (ten) equity shares of the face value of Re. 1/- (Rupee One Only) to Mr. Hemal Mehta and Mr. Sachin Mehta. Promoters of the Company,

Sub-Division of Equity Shares of the Company

The Board of Directors of the Company at their Meeting held on 30th September. 2024. approved the sub-division / split of Company's 1 (one) equity share having face value of Rs.10/- (Rupees Ten only) each fully paid-up. into 10 (Ten) equity shares of the Company having face value of Re.l/- (Rupee One only) each fully paid-up.

Notice of Postal Ballot dated 30th September 2024 were dispatched to the shareholders of the Company on 4th October 2024 and the approval of the shareholders of the Company including voting results and Scrutinized Report dated 4th November 2024 were submitted with BSE Limited on 5th November 2024.

Necessary applications with supporting documents were submitted with BSE Limited and after receiving the approval of sub-division from BSE Limited, the equity shares of the Company were sub-divided from face value of Rs.10/- (Rupees Ten only) each fully paid-up. into 10 (Ten) equity shares of the Company having face value of Re.l/- (Rupee One only) each fully paid-up w.e.f. 23rd November 2024.

The paid-up share capital of the Company stood at Rs.2.406.59 Lakhs as at 31st March. 2025 comprising of 24,06.58.870 equity shares of Re.l/- each fully paid up

Issue of 4,30,00,000 Warrants to persons belonging to Promoters and Non-promoters category

The Board of Directors of the Company at their Meeting held on 10th January. 2025. approved to issue 4.30.00.000 Warrants of Re.l/- each, each Warrant convertible into 1 (one) equity share of the face value of Re.l/- (Rupee One Only) in terms of Chapter V of the SEBI ICDR Regulations on a preferential basis to the persons belonging to Promoters and Non-promoters category at Rs.43.80 per warrant.

The approval of the shareholders was obtained at the Extraordinary General Meeting of the Company held on 4th February 2025 vide special resolution by the members of the Company.

The Company had filed application for obtaining in-principal approval of BSE Limited to proceed with allotment of warrants, which is pending for approval of BSE Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

During the Financial Year, the Board of your Company comprised of 6 (six) directors of which 4 (four) are nonexecutive directors and 2 (two) are executive directors Out of the 4 (four) non-executive directors. 3 (three) are independent directors including 1 (one) woman independent director.

The constitution of the Board of Directors of the Company are given in the following table:

In accordance with the provisions of the Companies Act. 2013 and the Articles of Association of the Company. Dr. Anil Ghogare is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment

Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet with the criteria of Independence as prescribed for Independent Directors under Section 149(6) of the Act and Regulation 16(b) of the Securities And Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations. 2015, (hereinafter ‘SEBI Listing Regulations").

Key Managerial Personnel

Ms. Ishita Samam resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 1st April 2024.

Mr. Nirav Shah was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 1st June 2024. Mr. Sachin Mehta resigned as the Chief Financial Officer of the Company w.e.f. 1st May. 2025.

Mr. Mano] Lodha was appointed as an Chief Financial Officer w.e.f. 1st May. 2025.

In terms of the provisions of Section 203 of the Companies Act. 2013. read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. Mr. Hemal Mehta. Chairman & Managing Director. Mr. Sachin Mehta, Joint Managing Director. Mr. Manoj Lodha. Chief Financial Officer and Mr Nirav Shah. Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

Remuneration Policy and Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178:

A policy known as "Appointment criteria for Directors & Senior Management and their Remuneration Policy" approved by the Nomination & Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section 178(3) of the Companies Act. 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules. 2014. The Policy aims at attracting and retaining high calibre personnel from diverse educational fields and with varied experience to serve on the Board for guiding the management team to enhanced organizational performance.

The Company has adopted remuneration policy that commensurate with the size and future plans of the Company, considering different verticals as a part of expansion and diversification, the current policy is an appropriate mix of executive and independent directors to maintain the independence of the Board. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director. Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Familiarisation Programmes for Independent Directors

The details of the programme for familiarisation of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company i.e. www.sudarshanpharma.com

Performance evaluation of each of the Directors was carried out based on the criteria as laid down by the Nomination & Remuneration Committee. The broad criteria followed for evaluation of performance of the Directors includes aspects such as attendance at the meetings, participation and independence during the meetings, interaction with management, role & accountability, knowledge & proficiency.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

MEETINGS OF THE BOARD

During the Financial Year 2024-25. the Board of Directors met 10 (Ten) times on 27th May. 2024. 4th July. 2024. 26th August. 2024. 30th September. 2024. 31st October, 2024, 28th November. 2024,18th December 2024.10th January 2025. 6th March. 2025 and 31st March. 2025. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

BOARD COMMITTEES

At present, the Board has the following committees to assist in its work:

(i) Audit Committee to. inter-alia, oversee and review the financial reporting system and disclosures made in its financial results:

(ii) Stakeholders' Relationship Committee to. inter-alia, redress investor complaints:

(iii) Nomination & Remuneration Committee to. inter-alia. approve appointments and remuneration of executive directors and lay down nomination and remuneration policies of the Company:

(vi) Corporate Social Responsibility Committee to formulate and implement a ‘corporate social responsibility policy' for the Company and

The constitution of various committees, its powers, duties and meetings during the Financial Year have been elaborated in detail in the 'Corporate Governance Report'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act. 2013 (‘the Act'), in relation to the Annual Financial Statements for the Financial Year 2024-25. your Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31.2025, the applicable accounting standards have been followed along with proper explanation relating to material departures:

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2025 and of the profit of the Company for the year ended on that date:

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

d) the directors have prepared the annual accounts on a "going concern" basis

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, except that the credit given to the overseas buyers in the previous year(s).

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

DEPOSITS

During the Financial Year, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act. read with Companies (Acceptance of Deposits) Rules, 2014..

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of loans, guarantees, investments or securities under Section 186 of the Companies Act, 2013 are given under Notes to Accounts of financial statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act and rules made thereunder and Regulation 23 of SEBI Listing Regulations. The Company has not entered into transactions with related parties which qualify as material transactions as per SEBI Listing Regulations. The transactions with related party were reviewed and approved by the Audit Committee and in compliance with applicable provisions of the Act and SEBI Listing Regulations

The details of related party transactions as required under accounting standards as are set out in notes to accounts to Standalone Financial Statements forming part of this Annual Report. There are no transactions to be reported in Form AOC-2..

The policy on Materiality of Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web link https://www.sudarshanpharma.com/codes-and-policies/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO (A) Conservation of energy-

(B) Technology absorption-

(C) Foreign Exchange Earnings and Outgo

The information regarding foreign exchange earnings and outgo is given in the following table:

(Rupees in Lakhs)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act and rules framed thereunder. The Company has in place a CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the Company www.sudarshanpharma.com

The provisions related to CSR as mentioned in the Companies Act. 2013 are applicable to the Company and report on Corporate Social Responsibilities (Annual report on CSR) is annexed to this report as Annexure I.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any amount / shares due to be transferred to Investor Education and Protection Fund.

VIGIL MECHANISM / WHISTLE BLOWER

In terms of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Board along with whistle blower policy. The whistle blower policy has been uploaded on the website of the Company and the same can be accessed at the web-link https:// www.sudarshanpharma.com/codes-and-policies/

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by Mr. Vishal Manseta. Practicing Company Secretary is attached and forms integral part of this Report (herein referred to "Corporate Governance Report”).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Attention of the members is invited to a separate section titled ‘Management Discussion & Analysis Report' which is covered in this Annual Report.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

STATUTORY AUDITORS

M/s. NGST & Associates (Firm Registration No. 135159W). Chartered Accountants, Mumbai. Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting for the Financial Year ended 31st March. 2028.

AUDITORS* REPORT

The Auditors of the Company have not made any observations and / or qualifications in their audit report issued on standalone and consolidated financial statements of the Company of the financial year ended 31st March, 2025. The report of the Statutory Auditors on Standalone & Consolidated Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the Financial Year.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act. 2013. any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report

SECRETARIAL AUDITOR

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed Mr. Vishal Manseta, Practicing Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-2025 and their report MR-3 is annexed to this report as Annexure II.

The Secretarial Auditor has not made any remarks/observations / qualifications in the Secretarial Audit Report for the year ended 31st March. 2025.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year, no complaint was filed before the Internal Complaints Committee under The Sexual Flarassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

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 annexed to this Report as Annexure III.

During the Financial Year, none of the employees are in receipt of remuneration which is in excess of the limits as specified in Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules. 2014. as amended from time to time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments after the closure of the year till the date of this report, which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

The Company won an award in its favour announced by the Dubai Court in Lawsuit no. 1679/2024 - Commercial against

(i) Regans International DMCC and (ii) Nand Biharilal Chhabaria Biharilal Chunilal in Dubai, United Arab Emirates. According to the award (i) Regans International DMCC and (ii) Nand Biharilal Chhabaria Biharilal Chunilal have been ordered to pay to the Company an amount of UAE Dirham 40.30,934.00 (equivalent to approx. Rs.9,18.82.890/-) along with interest at 5% annually on the adjudged amount until the full payment is made

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations, and such internal financial controls with reference to the financial statements are adequate.

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

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNTOFTHE VALUATION DONE ATTHETIME OF ONETIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one-time settlement during the financial year.

ACKNOWLEDGEMENTS

The Board wishes to place on record their appreciation for the support received by the Company from its shareholders and employees. The Directors also wish to acknowledge the co-operation and assistance received by the Company from its business partners, bankers, financial institutions and various governments, semi government and local authorities

For and on behalf of the Board of,

Sudarshan Pharma Industries Limited