Dear Members,
Your Directors are pleased to present the Eighth (8 th ) Directors' Report of your
company on the operations and performance along with the Audited Standalone and
Consolidated Financial Statements and the Auditor's Report thereon, for the financial year
ended on March 31, 2025 ("year under review/2024-25/2025/FY25").
FINANCIAL HIGHLIGHTS
(' in Cr except per share data)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Income |
60.53 |
40.85 |
417.51 |
217.34 |
| Total Expenses before Depreciation & Finance cost |
45.82 |
34.07 |
308.55 |
172.93 |
| Profit / (Loss) before Depreciation & Finance Cost |
14.71 |
6.78 |
108.96 |
44.41 |
| Depreciation |
3.08 |
2.04 |
16.84 |
10.02 |
| Finance Cost |
6.52 |
2.71 |
21.55 |
9.45 |
| Profit / (Loss) Before exceptional and extraordinary items
and tax |
5.11 |
2.03 |
70.57 |
24.94 |
| Less: Exceptional items |
- |
- |
- |
- |
| Profit / (Loss) Before tax |
5.11 |
2.03 |
70.57 |
24.94 |
| Less: Current Year Tax Deferred Tax |
1.45 (0.03) |
1.36 (0.14) |
15.56 (3.33) |
8.00 (15.76) |
| Profit / (Loss) from continuing operations |
3.69 |
0.81 |
58.34 |
32.71 |
| Profit / (Loss) from discontinuing operations |
- |
- |
- |
- |
| Profit for the period |
3.69 |
0.81 |
58.34 |
32.71 |
| Other Comprehensive Income |
(0.23) |
0.00 |
(3.53) |
(1.07) |
| A. (i) Items that will not be reclassified to profit or loss |
(0.29) |
(0.06) |
(0.38) |
(1.06) |
| (ii) Income Tax relating to items that will not be
reclassified to profit or loss |
0.06 |
0.06 |
0.06 |
0.32 |
| B. (i) Items that will be reclassified to profit or loss |
- |
- |
(3.21) |
(0.33) |
| (ii) Income Tax relating to items that will be reclassified
to profit or loss |
- |
- |
- |
- |
| Total Comprehensive Income for the period |
3.47 |
0.81 |
54.82 |
31.64 |
| Earnings Per Share (EPS) |
1.02 |
0.35 |
16.12 |
13.67 |
REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS
a. Standalone:
During the year under review, the Standalone Income stood at ' 60.53 Cr, as compared to
last year's income of ' 40.85 Cr, which shows an increase by over 48.18% over last year
due to increase in Sales, including export sale of the Company. Due to this, the Company
has made profit before tax of ' 5.11 Cr as compared to last year's Profit of ' 2.03 Cr.
b. Consolidated:
During the year under review, the Consolidated income stood at ' 417.51 Cr as compared
to last year's consolidated income of ' 217.34 Cr, which shows an increase of over 92.10%.
Due to this, the consolidated profit before tax stood at ' 70.57 Cr as compared to last
year's Profit/Loss of ' 24.94 Cr. The total comprehensive income for the period stood at '
54.82 Cr as compared to last year's ' 31.64 Cr. Consolidated EPS stood at ' 16.12 per
share on enhanced share capital as compared to last year of ' 13.67 per share.
DIVIDEND
As the Company has other pipelined projects for growth of the Company, the Directors of
your Company have not recommended dividends for the financial year 2024-25.
TRANSFER TO RESERVE
There is no amount proposed to be transferred to reserves during the year under review.
BUSINESS OVERVIEW
The Company is global research driven and formulation focused pharmaceuticals company
engaged in developing and manufacturing a wide range of pharmaceutical products for the
Regulated Markets across various therapeutic areas and dosage forms, and with a presence
in 40+ emerging markets with their branded generics. Companies' strength lies in
identifying, developing and manufacturing a diverse range of specialty, underpenetrated
and complex pharmaceutical products establishing it as a preferred partner to select
customers wordlwide.
The Company through its data analytics, research, market assessment and experienced
management, strategically identify commercially underpenetrated molecules to launch
products in the Regulated and Emerging Markets.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Three (3) Subsidiaries as on March 31, 2025.
| Sr. No. Name of the Company |
Percentage of holding |
Subsidiary/ Wholly owned Subsidiary |
| 1. Senores Pharmaceuticals INC. |
100% |
Wholly owned Subsidiary |
| 2. Ratnatris Pharmaceuticals Private Limited |
69 % |
Subsidiary |
| 3. Havix Group Inc. d/b/a Aavis Pharmaceuticals |
67.77%* |
Subsidiary |
* The Company is directly holding 52.42% of ownership in Havix Group Inc. d/b/a Aavis
Pharmaceuticals. Additionally, it holds an indirect ownership of 15.35 % through its
wholly owned subsidiary i.e. Senores Pharmaceuticals Inc.
The Company does not have any holding company, JV or associate company.
The statement containing salient features of the financial statement of subsidiaries in
Form No. AOC-1 is attached as Annexure-1 to this report.
The Company will make available the Annual Accounts of the Subsidiary Companies and the
related detailed information to any member of the Company who may be interested in
obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open
for inspection at the Registered Office of the Company. The Consolidated Financial
Statements presented by the Company include financial results of its Subsidiary Companies.
The separate Audited Financial statements in respect of each of the Subsidiary
Companies are also available on the website of your Company at SHARE CAPITAL Authorized
Share Capital
The Authorized Share Capital of the Company is ' 59,00,00,000 (Rupees Fifty-Nine Crore
Only) divided into 5,90,00,000 (Five Crore and Ninety Lakh) Equity Shares of ' 10 (Rupees
Ten) each as on March 31, 2025.
Changes in Paid-up Share Capital
a. Allotment of equity shares pursuant to conversion of 1,695 - 0% Unsecured Fully
Compulsorily Convertible Debentures (CCDs) - Series III:
The Board of Directors, at their meeting held on April 09, 2024, allotted 16,95,000
Equity Shares at an issue price of ' 180 per equity share having face value of ' 10/- per
equity share, pursuant to conversion of 1,695 - 0% Unsecured Fully CCDs Series-III.
b. Allotment of equity shares pursuant to conversion of 10,66,250 - 0% Unsecured Fully
Compulsorily Convertible Debentures (CCDs) - Series IV:
The Board of Directors, at their meeting held on June 17, 2024, allotted 10,66,250
Equity Shares at an issue price of ' 320 per equity share having face value of ' 10/- per
equity share, pursuant to conversion of 10,66,250 - 0% Unsecured Fully CCDs Series-IV.
c. Allotment of equity shares pursuant to Initial Public Offer:
During the year under review, the Company received in-principal approval for listing of
1,48,87,723 equity shares
of face value of ' 10/- each from National Stock Exchange of India Limited
("NSE") and BSE Limited ("BSE") on September 27, 2024. The Initial
Public Offer ("IPO" or "Issue") was made for 1,48,87,723 equity shares
of face value of ' 10 each, of the Company for cash at a price of ' 391 per equity share
(including a share premium of ' 381 per equity share) ("Offer Price")
aggregating to ' 582.11 Cr (the "Offer"). The Offer comprised of a fresh issue
of 1,27,87,723 equity shares by the Company aggregating to ' 500 Cr (the "Fresh
Issue") and an Offer for Sale of 21,00,000 equity shares (the "Offered
Shares") aggregating to ' 82.110 Cr (the "Offer for Sale"). The Offer
constituted 32.33% of the post-offer paid-up equity share capital of our company.
The issue opened on December 19, 2024 and closed on December 24, 2024. The IPO
Committee at its meeting held on December 26, 2024 approved the allotment of the equity
shares of the Company. The issue was led by book-running lead managers viz. Equirus
Capital Private Limited, Ambit Private Limited and Nuvama Wealth Management Limited.
Further, pursuant to successful completion of the IPO process of the Company, the
equity shares of the Company were listed on the main boards of the NSE and BSE on December
30, 2024.
Details of change in paid-up share capital during 2024-25:
| Particulars |
No. of shares |
Paid-up Equity Share Capital (in ') |
| At the beginning of the Financial Year (April 01, 2024) (Face
value of ' 10 per equity share) |
30,504,615 |
305,046,150 |
| Allotment of equity shares pursuant to conversion of 1,695 -
0% Unsecured Fully CCDs - Series III |
1,695,000 |
16,950,000 |
| Allotment of equity shares pursuant to conversion of
1,066,250 - 0% Unsecured Fully CCDs - Series IV |
1,066,250 |
10,662,500 |
| Allotment of equity shares pursuant to IPO |
12,787,723 |
127,877,230 |
| At the end of the Financial Year (March 31, 2025) |
46,053,588 |
460,535,880 |
UTILISATION OF PROCEEDS FROM INITIAL PUBLIC OFFER
The status of utilization of proceeds of the IPO, till March 31, 2025 is as set forth
below:
(' in Crore)
| Sr. No. Object of Issue |
Amount allocated as per Offer Document |
Amount utilised as on March 31, 2025 |
| 1. Investment in one of our Subsidiaries, Havix, to fund
capital expenditure requirements for setting up a manufacturing facility for the
production of sterile injections in our Atlanta Facility |
107.00 |
|
| 2. Re-payment/pre-payment, in full or in part, of certain
borrowings availed by our Company |
73.48 |
43.55 |
| 3. Investment in our Subsidiary, namely, Havix, for re-
payment/pre- payment in full or in part, of certain borrowings availed by such
Subsidiaries |
20.22 |
3.91 |
| 4. Funding the working capital requirements of our Company |
43.26 |
20.17 |
| 5. Investment in our Subsidiaries, namely, Senores Pharma
Inc. and Ratnatris Pharmaceuticals Pvt Ltd. to fund their working capital requirements |
59.48 |
22.41 |
| 6. Funding inorganic growth through acquisition and other
strategic initiatives and general corporate purposes |
154.37 |
35.72 |
| 7. Offer expenses |
42.19 |
30.99 |
| Total |
500.00 |
156.75 |
The Company has appointed CARE Ratings Limited as the Monitoring Agency to monitor the
utilisation of issue proceeds. The Company has obtained reports from the Monitoring Agency
periodically confirming that there has been no deviation or variation in utilisation of
the issue proceeds from the object of the Issue as stated in the Prospectus dated December
24, 2024. Further, the Company has duly submitted the requisite reports and statements
with the stock exchanges, in terms of Regulation 32 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FINANCE
Cash and cash equivalents as at March 31, 2025 were ' 81.20 Cr. The Company continues
to focus on judicious management of its Working Capital, Receivables, Inventories, while
other Working Capital parameters were kept under strict check through continuous
monitoring.
CAPITAL EXPENDITURE OUTLAY
During the year under review, the Company has incurred Capex of ' 49.12 Cr (including
work-in-progress). DEPOSIT
The Company has not accepted any deposits during the year under review and no amount
against the same was outstanding at the end of the year falling within the ambit of
Section 73 and 76 of the Companies Act, 2013 (the act) and the Companies (Acceptance of
Deposits) Rules, 2014
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the year under review, the Company has provided loans and guarantees covered
under the provisions of Section 186 of the Companies Act, 2013. The details of Loans and
Guarantee provided, and Investments made by the Company are given in the Notes to the
Financial Statements.
CREDIT RATING
During the year under review, the Company did not receive any ratings from credit
rating agencies, including for its subsidiaries.
RELATED PARTY TRANSACTIONS All the Related Party Transactions entered during the
financial year were on an Arm's Length basis and were in the Ordinary Course of Business.
There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict
with the interest of the Company at large.
Prior Omnibus approval of the Audit Committee is obtained on a yearly basis for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted were placed before the Audit Committee and the
Board of Directors for their approval on a quarterly basis. The details of Related Party
Transactions entered by the Company are disclosed in Form AOC-2 as per Annexure-2.
The Policy on Related Party Transactions as approved by the Board of Directors is
uploaded on the website of the Company viz. LISTING FEE
The equity shares of the Company are listed on the National Stock Exchange of India
Limited ("NSE") and BSE Limited ("BSE"). The listing fee for the
financial year 2024-25 has been paid to the credit of both the Stock Exchanges.
DETAILS OF DIRECTORS OR KMPs APPOINTMENT OR
RESIGNATION
Directors:
a. Re-designation of Mr. Deval Rajnikant Shah as Whole Time Director and Chief
Financial Officer (CFO):
Mr. Deval Rajnikant Shah was re-designated as a Whole Time Director and Chief Financial
Officer of the Company with effect from May 01, 2024 by the Board of Directors in their
meeting held on May 01, 2024. Subsequently, the members of the Company, through a Special
Resolution passed at the EGM held on May 25, 2024 approved his appointment for a term of
three (3) years, commencing from May 01, 2024.
b. Re-designation of Mr. Chetan Bipinchandra Shah as Whole Time Director and Chief
Operating Officer (COO):
Mr. Chetan Bipinchandra Shah was re-designated as a Whole Time Director and Chief
Operating Officer of the Company with effect from May 01,2024 by the Board of Directors in
their meeting held on April 09, 2024. Subsequently, the members of the Company, through a
Special Resolution passed at the EGM held on May 25, 2024 approved his appointment for a
term of three (3) years, commencing from November 10, 2023.
c. Re-appointment of Directors:
I n accordance with Section 152 of the Act and the Articles of Association of the
Company, Mr. Chetan Bipinchandra Shah (DIN: 10381971), Whole Time
Director and Chief Operating Officer (COO) and Mr. Hemanshu Nitinchandra Pandya (DIN:
10383995), Non-Executive Non-Independent Director, are liable to retire by rotation at the
ensuing AGM. Being eligible, they have offered themselves for reappointment.
Members' attention is drawn to the relevant item(s) in the Notice of the AGM and the
accompanying Explanatory Statement for further details.
Key Managerial Person:
During the year under review Ms. Nidhi Dilipbhai Kapadia (ICSI M. No.: A71676), had
resigned from the post of Company Secretary & Compliance Officer (Key Managerial
Person) w.e.f. November 16, 2024 and Mr. Vinay Kumar Mishra (ICSI M. No.: F11464), was
appointed as the Company Secretary & Compliance Officer (Key Managerial Person) of the
Company w.e.f. November 18, 2024 in terms of Section 203 of Companies Act, 2013 and
Regulation 6(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
MEETINGS OF THE BOARD AND COMMITTEES
During the year under review, total fifteen (15) meetings of the Board of Directors
were convened and held. Details of meetings of Board and its Committees including the
dates, Directors' attendance thereat and other relevant particulars are given in the
Corporate Governance Report annexed herewith as Annexure - 6 and forms part of this
report. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the
Company confirming that he/she met with the criteria of independence as laid out in
sub-section (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under
Regulation 16(1) (b) and 25(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board,
the Independent Directors fulfill the criteria of independence as provided under the Act,
Rules made thereunder read with applicable provisions of the Listing Regulations, and they
are independent of the management and also possess requisite qualifications, experience,
and expertise and hold highest standards of integrity.
Additionally, the Company has received confirmation from all Independent Directors
regarding their
registration with the Independent Directors Databank, maintained by the Indian
Institute of Corporate Affairs, in accordance with the provisions of the Act.
The report on Corporate Governance which forms part of the Annual Report contains the
disclosure regarding the skills, expertise, competence and proficiency possessed by the
Directors. Further, there has been no change in the circumstances affecting their status
as Independent Directors of the Company. The Board has taken on record the declarations of
the Independent Directors, after undertaking due assessment of the veracity of the same.
BOARD DIVERSITY
A diverse Board enables efficient functioning through differences in perspective and
skill and also fosters differentiated thought processes at the back of varied industrial
and management expertise, gender, knowledge and geographical background. The Company
follows diverse Board structure.
ANNUAL EVALUATION OF PERFOMANCE OF BOARD As per the provisions of the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the formal annual evaluation was carried out for the
Board's own performance, its committee & Individual directors. The manner and detail
in which evaluation was carried out is stated in the Corporate Governance Report which is
attached herewith as Annexure - 6 and forms a part of this report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to the
Financial Statements. The Statutory Auditors of the Company have audited such controls
with reference to the Financial Reporting and their Audit Report is annexed as Annexure A
to the Independent Auditors' Report under the Standalone Financial Statements and the
Consolidated Financial Statements which forms part of the Annual Report.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis Report, which forms part of this report.
NOMINATION AND REMUNERATION POLICY
In compliance with the requirements of Section 178 of the Companies Act, 2013 and
Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and
Remuneration Policy which has been uploaded on the
Company's website. The web-link as required under the Act is as under:
The Nomination and Remuneration Policy outlines the framework for the appointment and
remuneration of Directors, KMP, and other Senior Management Personnel. It establishes
criteria for determining qualifications, positive attributes, and the independence of
Director, as well as other related matters. The matrix setting out details of the
skills/expertise/competence of the Directors are provided in the 'Corporate Governance
Report' forming part of this Report.
CORPORATE GOVERNANCE REPORT The Company is committed to observe good corporate
governance practices. The Company has complied with all the mandatory provisions of
Corporate Governance as prescribed in Regulations 17 to 27 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
report on Corporate Governance for the financial year ended March 31, 2025, as per
Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed herewith
as Annexure - 6 and forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of
The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R
& D, Technology absorption and foreign Exchange earnings / outgo are separately
provided in the annexure to this report as Annexure -3.
RISK MANAGEMENT
The Company has put in place an enterprise-wide risk management framework. This
holistic approach provides the assurance that, to the best of its capabilities, the
Company identifies, assesses and mitigates risks that could materially impact its
performance in achieving the stated objectives. The Audit committee ensures that the
Company is taking appropriate measures to achieve a prudent balance between risk and
reward in both ongoing and new business activities. The Committee reviews the strategic
decisions of the Company and on regular basis, reviews the Company's portfolio of risks
and considers it against the Company's Risk Appetite. The Committee also recommends
changes to the Risk Management Technique and / or associated frameworks, processes and
practices of the Company.
68
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In accordance with section 177 of the Companies Act, 2013 and Regulation 22 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has put in place a Whistle Blower Policy and has
implemented a Vigil Mechanism, whereby employees, directors and other stakeholders can
report matters such as generic grievances, corruption, misconduct, fraud, misappropriation
of assets and non-compliance of code of conduct of the Company. The policy safeguards the
whistle blowers to report concerns or grievances. The Audit Committee oversees the
functioning of this mechanism to ensure transparency and accountability. The Whistleblower
Policy / Vigil Mechanism is available on the Company's website at:
During the year under review, the Company did not receive any complaints through Vigil
Mechanism. It is affirmed that during the year under review none of the personnel has been
denied access to the Chairman of Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013 and rules made
thereunder, the net worth, turnover and net profit of the Company during the immediately
preceding financial year i.e. FY 2023-24 was less than the prescribed threshold of ' 500
Crore, ' 1,000 Crore and ' 5 Crore respectively, therefore the Company is not required to
spend on CSR activities during the year under review. However, the Company has constituted
the CSR Committee and the details of the same is included in the Corporate Governance
Report which forms part of the Board's Report. Further, the details pursuant to Annual
Report on CSR activities for the Financial Year 2024-25 is not required to be separately
provided in this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In Compliance with Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Board
of Directors to the best of their knowledge and hereby confirm the following:
a) In the preparation of the annual accounts for the financial year ended March 31,
2025, as far as possible and to the extent, if any, the applicable accounting standards
have been followed along with proper explanation relating to material departure, if any;
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 at the end of the
financial year and profit and loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this 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 were operating
effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. The Company has a policy on Prevention of Sexual Harassment at
Workplace in place. The Company has constituted Internal Complaints Committee as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES The Information required
to be disclosed in the Board's Report pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this report as Annexure-4.
DISCLOSURE OF ACCOUNTING TREATMENT The financial statements have been prepared in
accordance with Indian Accounting Standards (IND AS). The Company has prepared these
financial statements to comply in all material respects with the IND AS, notified under
section 133 of the Companies Act, 2013 ("the Act") read together with paragraph
7 of the Companies (Accounts) Rules, 2014.
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India
on Meetings of the Board of Directors and General Meetings.
The Company is in compliance of the applicable provisions of Secretarial Standards
issued by the Institute of Company Secretaries of India.
AUDITORS AND AUDIT REPORTS
a. Internal Auditor
The Board of Directors has appointed Sharp and Tannan Associates, an Independent firm
of Chartered Accountants, to act as an Internal Auditor of the Company for the Financial
Year 2025-26, as per recommendations of the Audit Committee, in order to strengthen the
internal control system for the Company.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules
made thereunder, the Board of Directors has appointed M/s. Mukesh H. Shah & Co.,
Company Secretaries, as Secretarial Auditor for a term of five (5) consecutive years i.e.
from F.Y. 2025-26 till F.Y. 202930, to conduct Secretarial Audit of the Company. The
report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as
on March 31, 2025 is attached to this report as Annexure-5. Remarks of secretarial auditor
are self-explanatory. Annual Secretarial Compliance Report Pursuant to Regulation 24A of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Annual Secretarial Compliance Report for the financial year ended March
31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued
thereunder, was obtained from M/s. Mukesh H. Shah & Co., Company Secretaries,
Secretarial Auditor of the Company.
Corporate Governance Report
The Company is committed to observe good corporate governance practices. The Company
has complied with all the mandatory provisions of Corporate Governance as prescribed in
Regulations 17 to 27 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance for the
financial year ended March 31, 2025, as per Regulation 34 (3) read with Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report. The requisite Certificate from
the Practicing Company Secretary of the Company confirming compliance with the
conditions of Corporate Governance is annexed to this report as Annexure - 7.
Certificate of Non-Disqualification of Directors
A certificate of Non-Disqualification of Directors for the Financial Year 2024-25,
pursuant to Regulation 34(3) and Schedule V Para C clause (10)
(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 issued by Practicing Company Secretary is annexed to this
report as Annexure - 8.
c. Statutory Auditors
The Members of the Company at their 07 th Annual General Meeting held on September 20,
2024, had approved the appointment of M/s. Pankaj R. Shah & Associates, Chartered
Accountant as Statutory Auditors of the Company for a first term of five years from the
conclusion of this 07 th Annual General Meeting till the conclusion of the 12 th Annual
General Meeting of the Company to be held in the calendar year 2029.
Statutory Auditors' Report
The observations of Statutory Auditor in its reports on standalone and consolidated
financials statements are self-explanatory and therefore do not call for any further
comments.
Details in respect of frauds reported by auditors There were no instances of fraud
reported by the auditors. Further, there are no qualifications, reservations or adverse
remarks contain in the Auditor's Report for the year under review.
d. Disclosure on maintenance of Cost Records
The Company made and maintained the Cost Records under Section 148 of the Companies
Act, 2013 (18 of 2013) for the Financial Year 2024-25 MATERIAL CHANGES / INFORMATION:
There have been no material changes or commitments after the closure of the financial
year up to the date of this report that may have substantial effect on the business and
financial position of the Company. ANNUAL RETURN
Annual Return in Form MGT-7 in compliance with section 92 of the Companies Act, 2013
read with applicable rules made thereunder is available at the website of the Company i.e.
.
Note: Till the completion of annual filing the draft of Annual Return for F.Y. 2024-25
has been made available on the website of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
MDA covering details of Operations, International Markets, Research and Development,
Opportunities and Threats etc. for the year under review is given as a separate statement,
which forms part of this Annual Report.
OTHER DISCLOSURES
?€? Issue of shares with differential rights:
The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
?€? Issue of sweat equity shares:
The Company has not issued any shares (including sweat equity shares) to employees of
the Company under any scheme.
?€? Significant or material orders passed:
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
?€? Reporting of fraud:
No fraud has been reported by the Auditors to the Audit Committee or the Board.
?€? Change in nature of business:
There has been no change in the nature of business of the Company.
?€? Corporate Insolvency Resolution process initiated under the Insolvency and
Bankruptcy Code, 2016 (IBC):
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the Financial Year 2024-25.
?€? One-time settlement with Banks or Financial Institutions:
There was no instance of one-time settlement with any Bank or Financial Institution
during the Financial Year 2024-25.
?€? Maternity Benefit:
The Company has complied with the provisions relating to the Maternity Benefits Act,
1961.
?€? Business Responsibility and Sustainability Report ("BRSR"):
The Company is required to prepare BRSR from Financial Year 2026, hence all the
processes are being put in place to provide comprehensive report for Financial Year 2026.
?€? MSME Act:
The Company complied with the requirement of
submitting a half yearly return to the Ministry of
Corporate Affairs within the specified timelines. ACKNOWLEDGEMENT
Your directors place on records their sincere appreciation for the valuable support and
co-operation received from government authorities, Financial Institutions and Banks during
the year. Directors are also thankful for the support extended by the customers, suppliers
and contributions made by the employees at all levels. Directors would also like to
acknowledge continued patronage extended by the Company's shareholders in its entire
endeavor. CAUTIONARY STATEMENT
Statement in the Board's Report and the Management Discussion and Analysis describing
your Company's objectives, expectations or forecasts may be forwardlooking within the
meaning of applicable securities laws and regulations. Actual results may differ
materially from those expressed in the statement. Important factors that could influence
your Company's operations include global and domestic demand and supply conditions
affecting selling price of finished goods, input availability and prices, changes in
government regulations, tax laws,
economic developments within the country and other factors such as litigation and
industrial relations.
For and on behalf of the Board of Directors of Senores Pharmaceuticals Limited
Sd/-
Swapnil Jatinbhai Shah
Managing Director DIN:05259821
Sd/-
Deval Rajnikant Shah
Whole Time Director & CFO DIN:00332722
Date: July 23, 2025 Place: Ahmedabad, Gujarat
Registered Office:
1101 to 1103, 11 th floor, South Tower,
One 42, Opp. Jayantilal Park,
Ambali Bopal Road,
Ahmedabad - 380054 Gujarat, India CIN: L24290GJ2017PLC100263
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