Your Director's have pleasure in submitting their 17th Annual Report of the Company together with the AuditedFinancial Statements of Accounts for the year ended March 31,2025.
The summarized standalone results of your Company are given in the table below: Amount in Million
FY Ended
Particulars
31/03/2025
31/03/2024
Net Sales / Income from Business Operations
6,964.85
5703.70
Other Income
98.15
106.35
Total Gross Revenue
7,063.00
5810.05
Provision for Depreciation / Amortization
204.44
158.11
Profit/loss) after Depreciation and before Provision for Tax
2,484.80
1656.90
Less: Provision for Income Tax
566.57
371.00
Less: Provision for Deferred Tax
38.66
94.77
Net Profit/(Loss) After Tax
1,879.58
1,191.14
Other Comprehensive Income
(1.25)
16.23
Total Comprehensive Income
1,878.33
1207.37
Earnings Per Share (Basic & Diluted)
23.35
14.80
Appropriations:
Dividend on equity shares
64.39
Your Company is engaged in Manufacturing of activepharmaceuticals ingredients ("APIs") and are one ofthe key Indian manufacturers and suppliers of APIs,with a focus on research and development. Theproducts are registered with various internationalregulatory authorities such as USFDA, EDQM,NMPA (previously known as SFDA), KFDA, PMDA,TGA ,Taiwan FDA and CADIFA, Brazil.
The business operations of your Company aresupported by a modern manufacturing facilitylocated in Parshuram Lote, Maharashtra. Themanufacturing facility is spread across 23,806 sq.mts in 4 Manufacturing blocks segregated therapywise, having reactor capacity of 597 KL/ day andseven cleanrooms. The API facility located at Lote,Maharashtra, India has received approvals of USFDA,EDQM/EUGMP Health Canada multiple times.
Financial statements have been prepared inaccordance with the Indian Accounting Standards
(hereinafter referred to as the 'Ind AS') as notified bythe Ministry of Corporate Affairs pursuant to Section133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015 as amendedfrom time to time and other relevant provisions ofthe Act.
Some of the highlights of the operations for theyear are:
> Profit before Tax (PBT) for the year has grownby 49.96% to H2,484.80 million as against aPBT of H1,656.90 million for the last year.
> Tax Provision for the current year amountedto H605.23million as against a tax provision ofH465.76 million for the last year.
> Profit after Tax (PAT) before othercomprehensive income for the year grew by57.80% to H1,879.58 million as against a PAT ofH 1,191.14 million last year.
> Earnings Per Share of H2/- each works out toH23.35 for the year as against H14.80 last year.
Your Directors are pleased to recommend a dividendof H1/- per equity share of H2/- each i.e. 50% for theFY ended March 31, 2025, subject to approval ofmembers at the ensuing Annual General Meeting.The Dividend, if approved by the members at theensuing Annual General Meeting, will result into anoutflow of H80.48 million.
Pursuant to Regulation 43A of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, yourCompany has formulated a Dividend DistributionPolicy in accordance with which the dividend isrecommended by the Company. The said policyis available on Company's website at https://supriyalifescience.com/assets/pdfs/corporate-governance/policies/Dividend-Distribution-Policy.pdf
6. TRANSFER OF UNCLAIMED/ UNPAIDAMOUNT TO INVESTOR EDUCATION ANDPROTECTION FUND:
Your Company does not have any funds ascontemplated under Section 125 of the Act lyingunpaid or unclaimed which were required to betransferred to Investor Education and ProtectionFund (IEPF).
Your Company has not transferred any amount toGeneral Reserve for the FY ended March 31,2025.
During the year under review, your Company hasneither accepted or renewed any deposits , nordoes the Company have any outstanding Depositsin terms of Section 73 to 76 of the CompaniesAct, 2013 read with Companies (Acceptance ofDeposits) Rules, 2014.
Your Company does not have any Subsidiary, Jointventure or Associate Company.
During the year under review, there was no changein the nature of business of the Company.
The equity shares of your Company continues tobe listed and traded on BSE Limited and NationalStock Exchange of India Limited. The paid upEquity Share Capital as at March 31, 2025 stoodat H160.97 million consisting of 8,04,82,800 equityshares of H2/- each. During the year under review,the Company did not issue any type of shares or
convertible securities or shares with differentialvoting rights.
During the year under review, the Company hasnot issued shares with differential voting rightsor granted any stock options or issued any sweatequity or Bonus Shares. Further, the Company hasnot bought back any of its securities during the yearunder review and hence no details / informationwere invited in this respect.
The Company has no employee stock option scheme.
There have been no material changes andcommitments that have affected financial positionof the Company between the end of the financialyear March 31,2025 and the date of this Report.
Details of loans given, investments made ,guarantees given or security provided, if any, asper the provisions of Section 186 of the Act andRegulation 34 (3) read with Schedule V of the SEBIListing Regulations are given in the notes to thefinancial statements provided in this Annual Report.
15. PARTICULARS OF CONTRACTS ORARRANGEMENTS MADE WITH RELATEDPARTIES:
During the year under review, there were nomaterially significant related party transactionsmade by the Company with its related parties .As a matter of policy, your Company carries outtransactions with related parties on an arms' lengthbasis. Statement of these transactions is providedin Notes to financial statements.
Accordingly, particulars of contracts orarrangements with related parties referred to inSection 188(1) along with the justification forentering into such contract or arrangement in FormAOC-2 does not form part of this report.
The Policy on Materiality of Related PartyTransactions and on dealing with Related PartyTransactions as approved by the Board is availableon the Company's website at
https://supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Policy-on-Related-
Party-Transactions.pdf
16. MANAGEMENT DISCUSSION & ANALYSISREPORT AND CORPORATE GOVERNANCEREPORT:
In compliance with Regulation 34 of the SEBI ListingRegulations, separate section on ManagementDiscussion and Analysis, as approved by the Board,
which includes details on the state of affairs of theCompany, forms part of this Annual Report.
Further, the Corporate Governance Report includingGeneral Shareholder Information, as prescribedunder Schedule V to the SEBI Listing Regulations,duly approved by the Board of Directors togetherwith the certificate from Secretarial Auditor(Practicing Company Secretaries) confirmingcompliance with the requirements of SEBI ListingRegulations also forms part of this Annual Report.
As on March 31, 2025, the Board of Directors ofyour Company comprised of 10 Directors, viz., 5Executive Directors and 5 Independent Directorsincluding 1 Woman Independent Director.
Mr. Balasaheb Sawant (DIN: 07743507) who retiresby rotation and being eligible offers himself for re¬appointment at the Annual General Meeting.
The Board, based on recommendation of theNomination and Remuneration Committee (NRC')appointed Dr. Ganapati Dadasaheb Yadav (DIN:02235661), and Dr. Sunil Subhash Bhagwat(DIN: 10178976) as Non-Executive IndependentDirector(s) of the Company w.e.f. January 24, 2025.The said appointments were approved by membersby way of resolutions passed on April 23, 2025 viapostal ballot.
Ms. Shweta Singh, Company Secretary &Compliance Officer (Key Managerial Personnel) ofthe Company tendered resignation to pursue newcareer opportunity w.e.f. close of business hours onJanuary 29, 2025.
Mr. Kedar Karmarkar (DIN No.:06499019) andMr. Bhairav Chokshi (DIN No.:03612527), Non¬executive Independent Directors of the Companyceased to be directors upon completion of theirsecond consecutive term of 5 years. Subsequentlythey also ceased to be members of the Boardcommittees w.e.f. the close of business hours onFebruary 1, 2025.
Upon recommendation by the Nomination andRemuneration Committee, the Board at its meetingheld on March 10, 2025, approved appointment ofMs. Prachi Sathe as the Company Secretary andCompliance Officer (Key Managerial Personnel) ofthe Company w.e.f. March 10, 2025.
As required under Section 149 (7) of the Act, all theIndependent Directors on the Board of the Companyhave given declarations that they meet the criteriaof independence as laid down in section 149 (6) ofthe Act and Regulation 16 (1) (b) and Regulation 25of SEBI Listing Regulations.
There has been no change in the circumstancesaffecting their status as Independent Directorsof the Company. The Independent Directorshave confirmed that they have complied with theCompany's Code of Conduct. They have also furtherconfirmed that they have registered their names inthe Independent Directors' Databank.
In the opinion of the Board, they fulfil the conditionsof independence as specified in the Act and theSEBI Listing Regulations and are independent ofthe management. Further, the Board is also of theopinion that all the Independent Directors of theCompany are persons of integrity and possessrelevant expertise and experience to act asIndependent Directors of the Company.
In accordance with the provisions of Section 134(5)of the Companies Act, 2013 the Board herebystates that:
a) In the preparation of annual accounts, theapplicable accounting standards have beenfollowed and no material departures have beenmade from the same;
b) They had selected such accounting policiesand applied them consistently, and madejudgements and estimates that are reasonableand prudent, so as to give a true and fair viewof the state of affairs of the Company at theend of the FY and of the profit and loss of theCompany for that period;
c) They had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 2013, for safeguardingassets of the Company and for preventing anddetecting fraud and other irregularities;
d) They had prepared annual accounts on a goingconcern basis;
e) They had laid down internal financial controlsto be followed by the company and that suchinternal financial controls are adequate andwere operating effectively; and
f) They had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
The Policy on appointment and remuneration ofDirectors, Key Managerial Persons and SeniorManagement including criteria for determiningqualifications, positive attributes and director'sindependence as required under Section 178(3) ofthe Companies Act, 2013 and Regulation 19 readwith Schedule II Part D of SEBI Listing Regulations
has been formulated by the Company. The Policyis available on the website of the Company athttps://supriyalifescience.com/assets/pdfs/corporate-governance/policies/Nomination-and-Remuneration-Policy.pdf
The non-executive directors of the Company hadno pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursementof expenses, if any.
A statement comprising the details required interms of Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014has been provided in Annexure I to this report.
The particulars of employees in compliance withthe provisions of Section 134 (3) (q) read with Rule5 (2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014will be provided to the shareholder upon request.The said information is open for inspection and anyMember interested in obtaining a copy of the samemay write to the Company at cs@supriyalifescience.com.
The details of Board Meetings held during the yearare given in the Corporate Governance Report.
As required under the Act and the SEBI ListingRegulations, the Company has formed all thestatutory committees namely, Audit Committee,Nomination and Remuneration Committee,Stakeholders' Relationship Committee, CorporateSocial Responsibility Committee and RiskManagement Committee.
The details pertaining to the composition of theCommittee as of March 31,2025 including its termsof reference and attendance of directors at theCommittee Meetings are provided in the CorporateGovernance Report.
There have been no instances where the Board didnot accept the recommendations of its committees,including the Audit Committee.
The Board of Directors carried out an annualevaluation of its own performance, of theCommittees of the Board and of the Chairperson andindividual directors pursuant to the provisions of theCompanies Act, 2013 and SEBI Listing Regulations.
Performance evaluation was carried out on thebasis of criteria approved by Nomination andRemuneration Committee. Feedback was givenby the Directors individually and the committeesthrough a structured questionnaire for performanceevaluation of the Board, its committees andindividual directors.
In a separate meeting of the Independent Directors,performance of the Chairman, non-independentdirectors and the Board as a whole was evaluatedconsidering the views of the non independentdirectors and the same was discussed in the BoardMeeting. Performance evaluation of IndependentDirectors is done by the entire Board of Directors(excluding the Directors being evaluated).
The Company conducts familiarization program forIndependent Directors and the details are uploadedon the website of the Company on the belowmentioned link:
https://www.supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Familiarization-
Programme-for-Independent-Directors.pdf
The Company's Audit Committee vide its termof reference has established a vigil mechanismby adopting a Whistle Blower Policy in terms ofSection 177(10) of the Companies Act, 2013 andRegulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.The Policy enables the employees concerned toreport concerns about illegal or unethical practices,suspected fraud, violation of Code of Conductif any . The details of the Policy are explained inthe Report on Corporate Governance and are alsoavailable on the website of the Company at
corporate-governance/policies/Whistle-Blower-
Policy.pdf
The Company has constituted a Risk ManagementCommittee in compliance with Regulation 21,of SEBI Listing Regulations in order to identify,evaluate business risks and opportunities. TheCompany has also formulated a policy viz. RiskManagement Policy for identification, evaluationand mitigation of operational, strategic and externalrisks. This strategy seeks to create transparency,minimize adverse impact on the business objectivesand enhance the Company's competitive advantageand helps in identifying risks trends, exposure andpotential impact analysis at a Company level as alsoseparately for different business segments.
More details on risks, threats and mitigation planshave been disclosed in the section "ManagementDiscussion and Analysis Report" forming part ofthis report.
Internal financial controls are an integrated part ofthe risk management process, addressing financialstatements and financial reporting risks. The internalfinancial controls have been documented, digitized,and embedded in the business processes. Anassurance of the effectiveness of internal financialcontrols is obtained through management reviewscontrol, self-assessment, continuous monitoring byfunctional experts as well as testing of the internalfinancial control systems by external consultantson behalf of the management at least once a year.We believe that these systems provide reasonableassurance that our internal financial controls aredesigned effectively and operating as intended.Details in respect of adequacy on internal financialcontrols concerning the Financial Statements arestated in the Management Discussion and AnalysisSection which forms part of this Annual Report.
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of theAct, and rules made thereunder, M/s. Kakaria &Associates LLP, Chartered Accountants, (FirmRegistration No. 104558W/W100601) wereappointed as Statutory Auditors of the Companyfor a second term of five consecutive years, to holdoffice from the conclusion of the 14th AGM held onSeptember 16, 2022 until the conclusion of 19thAGM of the Company to be held in the calendaryear 2027.
M/s. Kakaria & Associates LLP, CharteredAccountants, have submitted their Report onthe Financial Statements of the Company for theFY 2024-25, which forms part of the Annual Report2024-2025. There are no observations (includingany qualification, reservation, adverse remark ordisclaimer) of the Auditors in the Audit Reportsissued by them which call for any explanationfrom the Board of Director. The Auditors have alsoconfirmed that they have subjected themselves tothe peer review process of Institute of CharteredAccountants of India (ICAI) and hold a validcertificate issued by the Peer Review Board ofthe ICAI.
b) SECRETARIAL AUDITORS:
As per Regulation 24A of SEBI LODR Regulations,2015, it is proposed to appoint M/s. DSM &Associates, Peer Reviewed Firm of CompanySecretaries in Practice, as the Secretarial Auditorsof the Company for 1st term of 5 (five) consecutive
years commencing from the FY 2025-26 tillFY 2029-30 subject to approval of the shareholdersat the ensuing Annual General meeting.
The Secretarial Audit Report required pursuant tosubsection (3) of Section 134 and Section 204 (1)of the Companies Act, 2013, is given in AnnexureII to this report.
c) COST AUDITORS:
As per Section 148 of the Act read with Companies(Cost Records and Audit) Rules 2014, M/s.Rampurawala Mohammed A & Co, Cost Accountants,Mumbai, Firm Registration No. 003011 have beenre-appointed as Cost Auditors for the FY 2024-25to conduct cost audit of the accounts maintainedby the Company in respect of the various productsprescribed under the applicable Cost AuditRules. The remuneration of Cost Auditors hasbeen approved by the Board of Directors on therecommendation of Audit Committee. The requisiteresolution for ratification of remuneration of CostAuditors by members of the Company has been setout in the Notice of ensuing AGM. The Cost Auditorshave certified that their appointment is within thelimits of Section 141(3)(g) of the Act and that theyare not disqualified from appointment within themeaning of the said Act.
d) INTERNAL AUDITORS:
M/s. Nair & Panickers Audit & Advisory Services,were appointed as the internal auditors ofthe Company. During the year, the Companycontinued to implement their suggestions andrecommendations to improve internal controls.The Company's internal control systems are wellestablished and are commensurate with the natureof its business and the size and complexity of itsoperations. The recommendations/ suggestions ofthe internal auditors are reviewed and approved bythe Audit Committee at their quarterly meetings.M/s. MP Nair & Associates, Chartered Accountantsare appointed by the Board as Internal Auditor ofthe Company for conducting the Internal Audit andto issue report for the FY 2025-26.
During the year under review, no instances of fraudcommitted against the Company by its officersor employees were reported by the auditors, viz.Statutory Auditors, Secretarial Auditors, CostAuditors to the Audit Committee as required underSection 143(12) of the Act
The Board of Directors has constituted CorporateSocial Responsibility Committee (CSR Committee)consisting of members viz. Dr. Satish Wagh(Chairman), Dr. Saloni Wagh, and Dr. Sunil Bhagwat.
41.APPLICATIONS UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016:
There were no applications made by the Companyor upon the Company under the Insolvency andBankruptcy Code, 2016 during the year underreview. There are no proceedings pending underthe Insolvency and Bankruptcy Code, 2016 by /against the Company as on March 31, 2025.
42.SAFETY:
The Company conducts regularly Safety audit andEnvironment audit through competent authoritiesfor its manufacturing facilities located at Lote and
Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken bythe Company was adopted by the Board on therecommendation of the CSR Committee. The policycan be accessed at https://supriyalifescience.com/assets/pdfs/corporate-governance/policies/CSR-Policy.pdf
The CSR Committee confirms that theimplementation and monitoring of the CSR Policywas done in compliance with the CSR objectivesand policy of the Company.
Annual Report on Corporate Social Responsibilityas per Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules, 2014 is enclosed asAnnexure III to this Report. During the year, norevision was made to the CSR Policy of the Company.
In compliance with Regulation 34(2)(f) of the SEBIListing Regulations read with SEBI circular datedMay 10, 2021, the Company has presented theBRSR, for FY 2024-25 in a separate section ofthis report.
The Directors state that the applicable SecretarialStandards issued by the Institute of CompanySecretaries of India, relating to Meetings of Board ofDirectors and General Meetings respectively, havebeen duly complied with.
The Annual Return as on March 31, 2025 in theprescribed Form No. MGT-7, pursuant to section92 of the Act is available on the website of theCompany at https://supriyalifescience.com/ir-annual-report-return.php
36. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information pertaining to Conservation ofEnergy, Technology Absorption, Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014is furnished in Annexure IV and is attached tothis report.
37. DISCLOSURES AS PER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:
The Company has adopted a policy on Prevention,Prohibition and Redressal of sexual harassmentat workplace in line with the requirements ofthe Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.During the year, no complaints or allegations ofsexual harassment were filed with the Company.
The Company has complied with the relevantprovisions under the Maternity Benefits Act, 1961.
Your Company has adopted a Code of Conductto regulate, monitor and report trading by insidersas per the requirements under the Securities andExchange Board of India (Prohibition of InsiderTrading) Regulations, 2015 which can be accessed athttps://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 forpractices and procedures for fair disclosure ofunpublished price sensitive information which hasbeen 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 agenciesare disclosed in Corporate Governance Reportforming part of this Annual Report. The strong creditrating reaffirmed is a reflection of the Company'sstrong financial position and discipline.
40. DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
There are no Material orders passed by the judicialor quasi-Judicial authority which affects the GoingConcern Status of the Company during the yearunder review.
Ambernath. The Company also organises varioussafety awareness programs to impart safety trainingto its employees.
The Board of Directors places on record sinceregratitude and appreciation for all the employeesof the Company. Our consistent growth hasbeen possible through their hard work, solidarity,cooperation, and dedication during the year. TheBoard conveys its appreciation for its customers,shareholders, suppliers as well as vendors, bankers,business associates, regulatory, and governmentauthorities for their continued support.
For and on Behalf of the Board of DirectorsFor Supriya Lifescience Limited
Dr. Satish Waman Wagh
Place: Mumbai Chairman and Executive Director
Date: August 13, 2025 DIN: 01456982