Supriya Lifescience Ltd

To the Members,

Mumbai

Your Directors have pleasure in submitting their 16th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

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

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

Financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS') as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

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

Government has abolished the dividend distribution tax and dividend income is now taxable in the hands of shareholder.

Hence payment of dividend to members will be subject to tax deduction at source (TDS) as per statutory requirement.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy is available on the Company's website and can be accessed at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Dividend-Distribution-Policy.pdf

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

Your Company has not transferred any amount to General Reserve for the FY ended March 31, 2024.

During the year under review, your Company has neither accepted

/ renewed any deposits during the year nor has any outstanding Deposits in terms of Section 73 - 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

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

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited.

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

Your Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE and BSE.

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year March 31, 2024 and the date of this Report. Further, there is no change in the nature of business of the Company.

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

There are no materially significant related party transactions made by the Company with related parties which may have potential conflict of interest with the Company at large. As a matter of policy, your Company carries out transactions with related parties on an arms' length basis. Statement of these transactions is given at Notes to financial statements.

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

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Policy-on-Related-Party-Transactions.pdf

M/s. Link Intime India Private Limited acts as a Registrar and Share Transfer Agent of the Company. The ISIN allotted to the Company after subdivision is INE07RO01027. As of March 31, 2024, all Equity Shares of the total shares have been dematerialized.

the Management Discussion and Analysis Report of the Company for the year ended March 31, 2024.

As on March 31, 2024, the Board of Directors of your Company comprised of 10 Directors, viz., 5 Executive Directors and 5 Independent Directors including 1 woman Independent Director.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Smita Satish Wagh (DIN: 00833912) retires by rotation at the Annual General Meeting being eligible offers herself for re- appointment. The Board recommends here re-appointment.

During the year Dr. Shekhar Bhaskar Bhirud was appointed as President - Business Development, Strategy and R&D designated as Key Managerial Personnel of the Company w.e.f. May 26, 2023.

During the year under review, Mr. Manoj Deo Dorlikar (DIN: 09844876) was appointed as Whole Time Director and Key Managerial Personnel of the Company for a period of 3 years from January 23, 2023 to January 22, 2026 by the Board of Directors of the Company at its meeting held on January 23, 2023 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot. Mr. Manoj Deo Dorlikar (DIN: 09844876) resigned as Whole Time Director and Key Managerial Personnel of the Company w.e.f. May 26, 2023.

Mr. Balasaheb Gulabrao Sawant (DIN: 07743507) was appointed as Whole Time Director and Key Managerial Personnel of the Company for a period of 3 years from May 26, 2023 to May 25, 2026 by the Board of Directors of the Company at its meeting held on May 26, 2023 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot.

Dr. Satish Waman Wagh (DIN: 01456982) was appointed as the Whole Time Director and Key Managerial Personnel designated as Chairman of the Company for a period of 3 years from August 1, 2024 to July 31, 2027 by the Board of Directors of the Company at its meeting held on May 28, 2024 based on the recommendation of the Nomination & Remuneration Committee (NRC) and subject to approval by the members of the Company by way of Postal Ballot.

Dr. Saloni Satish Wagh (DIN: 08491410) and Ms. Shivani Satish Wagh (DIN: 08491420) was appointed as the Managing Director and Joint Managing Director respectively designated as Key Managerial Personnel of the Company for a period of 3 years from August 1, 2024 to July 31, 2027 by the Board of Directors of the Company at its meeting held on May 28, 2024 based on the recommendation of the Nomination & Remuneration Committee

(NRC) and subject to approval by the members of the Company by way of Postal Ballot.

The appointment of Mr. Manoj Deo Dorlikar, Mr. Balasaheb Gulabrao Sawant, Dr. Satish Waman Wagh, Dr. Saloni Satish Wagh and Ms. Shivani Satish Wagh for the term as mentioned above was subsequently approved by the shareholders of the Company through Special resolutions passed with the requisite majority by way of postal ballot via remote e-voting on April 22, 2023, July 31, 2023, and July 28, 2024 respectively.

Mr. Rajeev Kumar Jain, Chief Executive Officer and Key Managerial Personnel has retired from the services with effect from June 14, 2024, on attaining the age of superannuation.

Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial Person (KMP) of the Company as on March 31, 2024 is as follows:

Dr. Satish Waman Wagh –Chairman & Managing Director Mrs. Smita Satish Wagh – Whole Time Director

Dr. Saloni Satish Wagh – Whole Time Director Ms. Shivani Satish Wagh – Whole Time Director

Mr. Balasaheb Gulabrao Sawant – Whole Time Director Mr. Rajeev Kumar Jain – Chief Executive Officer

Mr. Krishna Raghunathan – Chief Financial Officer

Ms. Shweta Shivdhari Singh – Company Secretary & Compliance Officer

The Board of Directors of the Company comprises optimal number of Independent Directors. The following Non-Executive Directors are independent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 ("the Act"):

The Policy on appointment and remuneration of Directors, Key Managerial Persons and Senior Management including criteria for determining qualifications, positive attributes and director's independence as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II Part D of SEBI Listing Regulations has been formulated by the Company. A copy of the Policy is available on the website of the Company at https:// supriyalifescience.com/assets/pdfs/corporate-governance/ policies/Nomination-and-Remuneration-Policy.pdf

Particulars required to be furnished under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are given in Annexure I and forms part of this Report.

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

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this Report. However, the same is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to cs@supriyalifescience.com

The Board meets at regular intervals to discuss and decide on the Company's business policies and strategies apart from other Board businesses.

The notice of meeting of the Board of Directors and Committees were given well in advance to all the Directors of the Company. The agenda of the Board/Committee meetings is circulated 7 days prior to the date of the meeting and also at shorter notice as required as per Secretarial Standard on Meeting of Board of Directors (SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During FY 2023-24, 4 (Four) Board Meetings were held. For details thereof kindly refer to the section "Number & Dates of Board Meetings held during the year - in the Corporate Governance Report. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

The details pertaining to the composition of the Board Committee as of March 31, 2024 including its terms of reference and attendance of directors at the Committee Meetings has been provided in the section ‘Board Committees', in the Corporate Governance Report, which forms part of this Report.

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

Performance evaluation was carried out on the basis of criteria evolved, as provided by the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths and highlighting areas for further improvement etc.,

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

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. The details of the Policy are explained in the Report on Corporate Governance and are also available on the website of the Company at https://supriyalifescience.com/assets/ pdfs/corporate-governance/policies/Whistle-Blower-Policy.pdf

The Company has a robust strategy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis".

Internal financial controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized, and embedded in the business processes. An assurance of the effectiveness of internal financial controls is

obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by external consultants on behalf of the management at least once a year. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

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

M/s. Kakaria & Associates LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-2024. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Director. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. DSM & Associates, Practicing Company Secretary, were appointed as Secretarial Auditors of the Company for the FY 2023-24 pursuant to section 204 of the Act. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure II to this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the FY 2023-24 which call for any explanation from the Board of Director. M/s. DSM & Associates, Practicing Company Secretary have been re- appointed to conduct the secretarial audit of the Company for the FY 2024-25. They have confirmed that they are eligible for the said appointment.

remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

M/s. Nair & Panickers Audit &Advisory Services, perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee quarterly in FY 2023-24. During the year, the Company continued to implement its suggestions and recommendations to improve internal controls. The Company's internal control systems are well established and are commensurate with the nature of its business and the size and complexity of its operations. The recommendations/ suggestions of the internal auditors are discussed in the Audit Committee meetings. M/s. MP Nair & Associates, Chartered Accountants was appointed as Internal Auditor to of the Company for conducting the Internal Audit and to issue report for the FY 2024-25.

During the year under review, none of the auditors, viz. Statutory Auditors, Secretarial Auditors, Cost Auditor have reported to the Audit Committee, under Section 143(12) of the Act, 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.

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

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

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

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

Regulation 34(2)(f) of the Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on

the market capitalization calculated as on March 31 of every FY shall include a business responsibility report describing the initiatives taken by the Company from the environmental, social and governance perspective. Supriya Lifescience Limited is one of the top 1000 listed entities as on March 31, 2024, is presenting its Business Responsibility & Sustainability Report for the FY 2023-24 ("BRSR") and the same is enclosed as Annexure IV to this Report.

Your Company believes in conducting its affairs in a fair, transparent, and professional manner and maintaining good ethical standards and accountability in its dealings with all its constituents. The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations is provided in this Annual Report. The requisite certificate from M/s. DSM & Associates, Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

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

The Annual Return as on March 31, 2024 in the prescribed Form No. MGT-7, pursuant to section 92 of the Act is available on the website of the Company at www.supriyalifescience.com at the link https://supriyalifescience.com/ir-annual-report-return.php

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure V and is attached to this report.

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

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

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

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

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

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2024.

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

Executive Chairman and

Place: Mumbai Whole Time Director Date:August 10, 2024 DIN: 01456982