Director's Report

To the Members,

SUPRIYA LIFESCIENCE LIMITED

Mumbai

Your Directors have pleasure in submitting their 15th Annual Report of the Company together with the Audited Statements
of Accounts for the year ended March 31, 2023.

FINANCIAL RESULTS:

BUSINESS INFORMATION:

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.

PERFORMANCE REVIEW:

Ever since the outbreak of the Covid-19 pandemic,
the Company has put in appropriate measures and
protocols for the health and safety of its employees;
besides streamlining the operations and maintaining the
supply chain, production which enabled the Company to
continue uninterrupted supply of active pharmaceutical
ingredients to customers globally.

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

• Profit before Tax (PBT) for the year has grown by
24% to H207245 million as against a PBT of H1673.09
million for the last year.

• Tax Provision for the current year amounted to
H554.35 million as against a tax provision of H437.16
million for the last year.

• Profit after Tax (PAT) before other comprehensive
income for the year grew by 23% to H1518.10 million
as against a PAT of H1235.93 million last year.

• Earnings Per Share of H2/- each works out to H18.86
for the year as against H16.89 last year.

DIVIDEND:

Your Directors are pleased to recommend a dividend of
H0.6/- per equity share of H2/- each, i.e., 30% for the FY
ended March 31, 2023, subject to approval of members
at the ensuing Annual General Meeting. The Dividend, if
approved by the members at the ensuing Annual General
Meeting, will result into an outflow of H48.29 million.

As members are aware, with effect from April 01, 2020,
the 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/
wp-content/uploads/2021/09/Dividend-Distribution-
Policy.pdf

TRANSFER OF UNCLAIMED/ UNPAID
AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:

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).

RESERVE:

Your Company has not transferred any amount to General
Reserve for the FY ended March 31, 2023.

DEPOSITS:

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.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

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

CHANGE IN THE NATURE OF BUSINESS:

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

SHARE CAPITAL:

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

The paid up Equity Share Capital as at March 31, 2023
stood at H160.97 million consisting of 8,04,82,800 equity
shares of H2/- each. During the year under review, the
Company did not issue any type of shares or convertible
securities or shares with differential voting rights.

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 2022-23 to NSE and BSE.

MATERIAL CHANGES AND COMMITMENTS:

No other material changes and commitments have
occurred after the close of the year till the date of this
Report, which affect the financial position of the Company.
Further, there is no change in the nature of business of the
Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

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.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

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/wp-content/

uploads/2022/06/Policv-on-Related-PartvTransactions.

pdf

REGISTRAR AND SHARE TRANSFER AGENT:

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, 2023, all Equity Shares of the total shares have
been dematerialized.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis Report as
required pursuant to Regulation 34 read with Schedule
V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, amended from time to time, ("Listing Regulations") is
disclosed separately and forming part of Annual Report. As
required under the provisions of the Listing Regulations,
the Audit Committee of the Company has reviewed

the Management Discussion and Analysis Report of the
Company for the year ended March 31, 2023.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31, 2023, 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, Ms. Shivani Satish Wagh
(DIN: 08491420) retires by rotation at the Annual General
Meeting being eligible offers herself for re-appointment.
The Board recommends here re-appointments.

During the year under review, Dr. Shireesh Bhalchandra
Ambhaikar was resigned as Chief Executive Officer of the
Company w.e.f. September 30, 2022. Mr. Rajeev Kurman
Jain was appointed as Chief Executive Officer w.e.f.
October 3, 2022.

During the year under review, Mr. Ashish Ramdas Nayak
has resigned as Chief Financial Officer of the Company
w.e.f. January 23, 2023. Mr. Krishna Raghunathan was
appointed as Chief Financial Officer w.e.f. January 23,
2023. Mr. Balasaheb Gulabrao Sawant has resigned as
Whole Time Director of the Company w.e.f. January 23,
2023. Mr. Manoj Deo Dorlikar was appointed as Whole
Time Director of the Company w.e.f. January 23, 2023.

Pursuant to provision of Section 203 of the Companies Act,
2013, the Key Managerial Person (KMP) of the Company as
on March 31, 2023 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. Manoj Deo Dorlikar - Whole Time Director

Mr. Rajeev Kumar Jain - Chief Executive Officer

Mr. Krishna Raghunathan - Chief Financial Officer

Ms. Shweta Shivdhari Singh - Company Secretary &
Compliance Officer

DECLARATION OF INDEPENDENT
DIRECTORS:

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"):

1. Mr. Bhairav Manojbhai Chokshi (DIN: 03612527)

2. Mr. Kedar Shankar Karmarkar (DIN: 06499019)

3. Mr. Dinesh Navnitlal Modi (DIN: 00004556)

4. Mr. Dileep Kumar Jain (DIN: 00380311)

5. Dr. Neelam Yashpal Arora (DIN: 01603068)

As required under Section 149 (7) of the Act, all the
Independent Directors on the Board of the Company
have given declarations that they meet the criteria of
independence as laid down in section 149 (6) of the Act
and Regulation 16 (1) (b) and Regulation 25 of Listing
Regulations.

There has been no change in the circumstances affecting
their status as Independent Directors of the Company.
The Independent Directors have confirmed that they have
complied with the Company's Code of Conduct. They
have also further confirmed that they have registered their
names in the Independent Directors' Databank.

In the opinion of the Board, they fulfil the conditions of
independence as specified in the Act and the SEBI Listing
Regulations and are independent of the management.
Further, the Board is also of the opinion that all the
Independent Directors of the Company are persons of
integrity and possess relevant expertise and experience to
act as Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submit its
responsibility Statement:

a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and no material departures have been made from the
same;

b) That they had selected such accounting policies and
applied them consistently, and made judgements 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 FY and of the profit and
loss of the Company for that period;

c) That they had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) That they had prepared the annual accounts on a
going concern basis;

e) That they had 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) That they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

COMPANY'S POLICY RELATING TO
DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR
DUTIES:

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/wp-content/uploads/2021/09/
Nomination-and-Remuneration-Policy.pdf

REMUNERATION DETAILS OF DIRECTORS,
KMP AND EMPLOYEES:

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

NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW:

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 2022-23, 6 (Six) 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.

DISCLOSURE ON BOARD COMMITTEES:

The details pertaining to the composition of the Board
Committee as of March 31, 2023 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.

All recommendations of Audit Committee were accepted
by the Board of Director.

PERFORMANCE EVALUATION:

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).

VIGIL MECHANISM:

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/wp-content/

uploads/2021/09/Whistle-Blower-Policy.pdf

STATEMENT CONCERNING DEVELOPMENT
AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

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:

The internal financial controls with reference to the
Financial Statements are commensurate with the size and
nature of business of the Company.

STATUTORY AUDITORS AND AUDITORS'
REPORT:

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 2022-23, which forms part of
the Annual Report 2022-2023. 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.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. DSM & Associates, Practicing Company Secretary,
were appointed as Secretarial Auditors of the Company
for the FY 2022-23 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 2022-23 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 2023-24. They have confirmed that
they are eligible for the said appointment.

COST AUDITORS AND THEIR REPORT:

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 been re-appointed as
Cost Auditors for the FY 2022-23 to conduct cost audit
of the accounts maintained by the Company in respect
of the various products prescribed under the applicable
Cost Audit Rules. The remuneration of Cost Auditors
has been approved by the Board of Directors on the
recommendation of Audit Committee. The requisite
resolution for ratification of 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.

INTERNAL AUDITORS:

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.

REPORTING OF FRAUDS BY AUDITORS:

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.

CORPORATE SOCIAL RESPONSIBILITY:

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

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.

Business Responsibility and Sustainability
Report:

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, 2023, is presenting its
Business Responsibility & Sustainability Report for the FY
2022-23 ("BRSR") and the same is enclosed as Annexure
IV to this Report.

CORPORATE GOVERNANCE REPORT:

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.

SECRETARIAL STANDARD:

The Company has endeavored to comply with the
applicable Secretarial Standards to the extent applicable.

EXTRACT OF ANNUAL RETURN:

The Annual Return as on March 31, 2023 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/investor-relation/corporate-
governance/others/

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

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.

DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

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.

CODE FOR PREVENTION OF INSIDER
TRADING:

Your Company has adopted a Code of Conduct to
regulate, monitor 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/wp-content/uploads/2022/06/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/wp-content/uploads/2022/02/
Code-for-Fair-Discolures-of-UPSI.pdf

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:

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.

APPLICATIONS UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

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, 2023.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to
bankers, business associates, consultants, and various
Government Authorities for their continued support
extended to your Companies activities during the year
under review. Your Directors deeply appreciate the
committed efforts put in by employees at all levels, whose
continued commitment and dedication contributed
greatly to achieving the goals set by your Company. Your
Directors also acknowledges gratefully the shareholders
for their support and confidence reposed on your
Company.

For and on Behalf of the Board of Directors
For Supriya Lifescience Limited

Date: August 3, 2023 Dr. Satish Waman Wagh

Place: Mumbai Chairman and Managing Director

DIN:01456982