Haleos Labs Limited

[for the year ended 31^st March 2025]

TO THE MEMBERS,

Your Directors have pleasure in presenting this 19^th (Nineteenth) Annual Report along with the Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL SUMMARY/PERFORMANCE/STATE OF COMPANY'S AFFAIRS

The Highlights of the standalone and consolidated financial Statements for the year 2024-25 (as per the IND-AS) are as given below:

> Standalone Financial Statement:

During the year, your Company delivered a robust performance, revenue from operations stood at Rs.333.37 crores in the year 2024-25, reflecting a growth of 11.12% over the previous year's revenue of Rs.300.00 crores. EBITDA was at Rs.48.18 Crores, as against Rs.38.27 Crores during the previous year. Your Company created a provision of Rs.505.99 lakhs for doubtful debts against outstanding trade receivables, leading to a decline in EBITDA to that extend.

Profits of the Company: (YoY)

> Consolidated Financial Statement:

Your Company reported revenue from operations of Rs.304.72 crores during the year 2024-25 as against Rs.305.96 crores in the previous year. The Consolidated EBITDA stood at Rs.49.90 crores as compared to Rs.34.94 crores in the preceding year. The Net Profit for the year under review was Rs.18.73 crores as against Rs.6.33 crores in the previous year, thereby registering over a three-fold increase.

Mahi Drugs Private Limited (subsidiary)' operational revenue for the year increased by 41% as compared to the previous year and also net loss reduced by 50% as compared to the previous year. (Financials of the subsidiary is available in the website of the Company at www.smslife.in/financials.php).

> USFDA inspection of subsidiary:

During the year, United States Food and Drug Administration (US FDA) conducted a successful inspection of subsidiary company at its API manufacturing facility located at Plot No.82, Jawaharlal Nehru Pharma City, Parawada Vishakhapatnam - 531019, with zero observations.

> Future outlook:

Your Company remains focused on driving sustainable growth through capacity expansion, strengthening of R&D and process development capabilities and further consolidation of its presence in the global API and its intermediates. Additionally, your Company is continuously exploring various verticals and opportunities across manufacturing, quality control, supply chain and operational domains with the objective of enhancing process optimization, improving yield and product quality, boosting operational efficiency and ensuring compliance.

> Management Discussion and Analysis report:

Report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as a separate Report in this Report as Annexure 2.

> Dividend:

Your Directors are pleased to recommend a dividend of Rs.1.50 (Rupee One and Fifty paisa only) per equity share of the face value of Rs.10/- each at a dividend payout ratio of 2.12% for the year ended 31^st March, 2025. Dividend Distribution Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

> Name change of your Company:

Board of Directors of your Company in the meeting held on 29^th May, 2025 has approved to change the name of your Company as "HALEOS LABS LIMITED" because the proposed name is intended to accurately reflect the core business activities of the Company, enhance and reposition its brand identity and provide greater leverage to explore new verticals and expand into broader geographical markets.

The term "Haleos" is a coined word derived from "Hale", meaning "Good Health" and "Leos", symbolizing "Strength". The Board believes that the proposed name effectively aligns with your Company's core objectives and long-term vision. The rebranding initiative is designed to represent your Company's commitment to "Chemistry for Good Health" and to establish a distinct and focused identity within its industry peer group.

In this regard, your Company has obtained shareholders' approval through Postal Ballot conducted between 1^st July, 2025 and 30^th July, 2025, and the results were declared on 1^st August, 2025. The requisite other regulatory approvals are currently under process.

The Board members hereby assure that the objects and the line of business of your Company stays untouched. The proposed change in name of your Company would not result in change of the legal status, constitution, turnover, operations or activities of your Company, nor would it affect any rights or obligations of your Company or the members and stakeholders.

> USFDA inspection:

During July 2025, your Company has received Establishment Inspection Report (EIR) with a Voluntary Action Indicated (VAI) status from the U.S. Food and Drug Administration for its API manufacturing facility (Unit 1) located at Kazipally, Telangana.

This reaffirms your Company's commitment to maintaining global quality standards and enables access to the regulated US market and other highly regulated global markets.

> Transfer to reserves:

Your Board of Directors has approved for transfer of Rs.200 lakhs to the general reserve. Current general reserves stand at Rs.7,416.02 lakhs.

> Credit rating:

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

> Material changes and commitments:

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial position of your Company from the closure of year ended on 31^st March, 2025 and till the date of this Annual Report.

> Change in the nature of business:

The Board of Directors hereby confirm that there is no change in the nature of business carried on by your Company during the year ended 31^st March, 2025.

BOARD OF DIRECTORS

As on 31^st March, 2025, your Company's Board had 7 (Seven) Directors comprising of 3 (three) Executive Directors and

4 (four) Non-Executive Independent Directors.

The Board consist of 2 (two) Women Directors. (1 Executive and 1 Independent Director).

The details of Directors and composition of various committees of the Board and other details are provided in

Corporate Governance Report forming part of the Annual Report.

Board is of the opinion that the Directors of your Company possess requisite qualifications, experience and expertise

(including the proficiency) and hold highest standards of integrity.

> Changes in Directors and Key Managerial Personnel:

During the year and between the end of the year and date of this report, following are the changes in Directors and Key Managerial Personnel of your Company:

Appointment:

¦ The Board of Directors at their meeting held on 12^th February, 2025 and Shareholders of your Company through Postal Ballot held between 1^st April, 2025 to 30^th April, 2025, result of which was declared on 2^nd May, 2025, approved the appointment of Mrs. Sundaramma Patibandla (DIN: 02366355), as Non-Executive and Women Independent Director of your Company, for a term of 5 (five) consecutive years w.e.f. 12^th February, 2025.

Reappointment:

¦ The Board of Directors at their meeting held on 12^th February, 2025 and Shareholders of your Company through Postal Ballot held between 1^st April, 2025 to 30^th April, 2025, result of which was declared on 2^nd May, 2025, approved the reappointment of Mr. TVVSN Murthy (DIN: 00465198), as Managing Director of your Company, for a period of 3 (three) years w.e.f. 1^st June, 2025.

¦ The Board of Directors at their meeting held on 29^th May, 2025 and Shareholders of your Company through Postal Ballot held between 1^st July, 2025 to 30^th July, 2025, result of which was declared on 1^st August 2025, approved the reappointment of Mr. TV Praveen (DIN: 08772030), as Executive Director of your Company, for a period of 3 (three) years w.e.f. 1^st September, 2025.

Retirement by Rotation:

¦ Mr. TV Praveen (DIN: 08772030), Executive Director of your Company, who retired by rotation at the 18^th AGM, was re-appointed by the Members of your Company pursuant to the provisions of Section 152(6) of the Companies Act, 2013. Accordingly, Mrs. Sudeepthi Gopineedi, (DIN: 09102540), Whole-time Director of your Company, is liable to retire by rotation and being eligible, offers herself for re-appointment at the 19^th AGM of the Company.

Resolution seeking shareholders' approval for her reappointment along with brief profile and other required details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Report as Annexure 1.

None of the aforesaid Directors are disqualified under Section 164(1) or 164(2) of the Companies Act, 2013 and are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

> Declaration by Independent Directors:

In terms with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of your Company have submitted declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank.

> Formal Annual Evaluation:

Your 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 Obligations and Disclosure Requirements) Regulations, 2015.

Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on Board evaluation issued by SEBI, 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 non-independent Directors and the Board was evaluated taking into account the views of the non-independent Directors and the same was also reviewed in the Board meeting.

The Independent Directors noted that your Company does not have a full-time Chairman. Accordingly, in terms of Clause 72 of the Articles of Association, the Board is required to elect one of the Directors present at the meeting to act as chairman of that meeting.

Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of this Report

> Directors' Responsibility Statement:

Your Board of Directors would like to assure that the financial statements for the year under review is as per the requirements of the Companies Act, 2013 and guidelines issued by SEBI and further confirm that:

¦ in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

¦ the Directors had 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 your Company as at the end of year and of the profit and loss of your Company for the year 2024-25.

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

¦ the annual accounts were prepared on a going concern basis;

¦ proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

¦ proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

> Code of Conduct for Directors and Senior Management:

Your Company has formulated a Code of Conduct for Directors and Senior Management Personnel. All Directors and Senior Management Personnel had affirmed that they have complied with the provisions of the said code during the year ended 31^st March, 2025. Certificate affirming the same is enclosed as Annexure 3 to this report.

> Nomination & Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, laid down following polices for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration.

The extract of the Nomination & Remuneration Policy covering the salient features are provided in the Corporate Governance Report forming part of the Annual Report.

> Familiarization Programme:

Your Company has adopted familiarization Programme for Independent Directors with an objective of acquainting them with the business and operations of your Company through various structured oriented programme. The familiarization Programme also intends to update the Directors on a regular basis on any significant changes therein, enabling them to take well informed and timely decision.

The induction programme includes:

¦ Independent Directors have one-to-one discussion with the Managing Director, Executive Director and Chief Financial Officer to familiarise them with the Company's operations.

¦ Compliance Officer makes presentations to the Board periodically on the amendments to applicable laws, new enactments which are critical to the business operations of the Company and the compliance status of such laws.

Policy Weblink: www.smslife.in/pdf/familiarization-programme-for-independent-directors.pdf

> Key Managerial Personnel

The Key Managerial Personnel of your Company as on 31^st March, 2025 in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as below:

¦ Mr. TVVSN Murthy, Managing Director

¦ Mr. N Rajendra Prasad, Chief Financial Officer

¦ Mr. Trupti Ranjan Mohanty, Company Secretary

There is No change in KMP's of your Company during the year.

> Directors and Officers Liability Insurance ('D&O')

Your Company has suo-moto taken Directors and Officers Liability Insurance ('D&O insurance') for all its Directors and members of the Senior Management pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND AUDITORS' REPORT

> Statutory Auditors:

M/s. Rambabu & Co., Chartered Accountants (FRN: 002976S), were reappointed as Statutory Auditors of the Company for a period of 5 consecutive years till the conclusion of 20^th AGM to be held in the year 2025-26.

The report given by M/s. Rambabu & Co., Chartered Accountants, Statutory Auditors on the financial statements of the Company for the year 2024-25 forms part of the Annual Report.

The comments on statement of accounts referred to in the Auditors' Report are self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark.

> Secretarial Auditors:

M/s. SVVS & Associates Company Secretaries LLP, (LLPIN - AAE-9368; ICSI UID: L2015MH000700) were appointed as the Secretarial Auditors of the Company for the year 2024-25 at the Board meeting held on 27^th May, 2024 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors, have issued following report for the year 2024-25:

¦ Secretarial Audit Report for the Company (Annexure 4)

¦ Secretarial Audit Report for the material subsidiary of the Company (Annexure 5)

The aforesaid report does not contain any qualification, reservation or adverse remarks.

Further, the Board of Directors at its meeting held on 29^th May, 2025, have appointed M/s. SVVS & Associates Company Secretaries LLP, (LLPIN - AAE-9368; ICSI UID: L2015MH000700), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for a term of five consecutive years i.e. from the year 2025-26 to the year 2029-30, subject to approval of the shareholders.

Resolution seeking shareholders' approval for the reappointment along with brief profile and other required details as required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the explanatory statement to the AGM notice.

Further, Company has obtained Annual Secretarial Compliance Report from Mr. C. Sudhir Babu, Practicing Company Secretary (Proprietor, CSB Associates) on 29^th May, 2025, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Annexure 6) and the same was also submitted to the Stock Exchange(s) on 30^th May, 2025.

The aforesaid Report has below observation:

> Cost Auditors:

M/s. Harshitha Annapragada & Co., Cost Accountants, was appointed as the Cost Auditors of the Company to carry out the audit of cost records of the Company as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, as made and maintained by the Company, for the year 2024-25, at the Board meeting held on 27^th May, 2024.

There was no qualification, reservation or adverse remark or observation/suggestion in the Cost Audit Report for the year 2024-25.

Further, based on the recommendation of Audit Committee, M/s. Harshitha Annapragada & Co., Cost Accountants, being eligible, have also been appointed by the Board at its meeting held on 29^th May, 2025 as Cost Auditors to audit the cost records of the Company for the year 2025-26. The remuneration payable to M/s. Harshitha Annapragada & Co for the year 2025-26 is subject to ratification by the Members at the ensuing AGM.

> Internal Auditors:

Your Company continues to engage M/s Adusumilli & Associates, Chartered Accountants (Firm No. 06983S) as the Internal Auditors in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Internal Auditors submit their report on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the respective areas and takes necessary steps to strengthen the levels of Internal Financial and other operational controls.

> Reporting of fraud by the Auditors:

During the year, none of the auditors have reported any instance of fraud committed as prescribed under Section 143(12) of the Companies Act, 2013 in the Company by its officers or employees.

> Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to its financial statements. These controls ensure the accuracy and completeness of the accounting records and the preparation of reliable financial statements.

Details in respect of internal financial controls and their adequacy is included in the Management Discussion and Analysis Report, which forms part of this Annual report. Certificate pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure 7 to this report.

> Vigil Mechanism / Whistle Blower Policy:

Your Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and Employees in conformation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns can be raised by a Whistle-blower through an e-mail or a letter to the Chairman of the Audit Committee.

Your Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. This mechanism also provides for adequate safeguards against victimization of director(s)/ employee(s) who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee.

Policy Weblink: www.smslife.in/pdf/Whistle%20Blower%20Policy.pdf

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

Your Company has only 1 (one) Subsidiary with 60% stake i.e. Mahi Drugs Private Limited (also material subsidiary in accordance with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), which operates manufacturing and sale of Intermediates of Active Pharma Ingredients. The products being sold under this segment are of similar nature and comprises of pharmaceutical products only.

¦ Your Company has no joint venture or Associate Companies as on 31^st March, 2025.

¦ No company has ceased to be a subsidiary/ associate/ joint venture of the Company during the year.

The contribution of Subsidiary to the overall performance of the Company is outlined in the Consolidated Financial Statements for the year 2024-25, forming part of the Annual Report and a statement in Form AOC-1 containing the salient features of the financial statements of the Company's subsidiary for the year 2024-25 is also attached forming part of the Annual Report as Annexure 8.

Policy Weblink: www.smslife.in/pdf/Policv%20for%20determinine%20Material%20Subsidiaries.pdf DEPOSITS

Your Company has not accepted any deposits from the public covered by provisions of Section 73 of the Companies Act, 2013, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 4 (four) Board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of all Board/ Committee meetings held during the year 2024-25 are given in the Corporate Governance Report.

> Sub-committees of Board:

Pursuant to the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

> Corporate Governance Report:

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investor's interest as well as healthy and sustainable growth of the Company. It upholds and adheres to highest standards of Corporate Governance and the requirements set out by the SEBI and other statutory bodies.

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the year 2024-25 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached to this report as Annexure 9.

The certificate from M/s. Rambabu & Co., Statutory Auditors of the Company with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to the Report on Corporate Governance as Annexure 9A.

Further, a Certificate from Mr. C. Sudhir Babu, Company Secretary in Practice, Hyderabad (ICSI Memb. No. 2724 and C.P. No. 7666) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority, is provided in Annexure 10 of this Report.

SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital of the Company was Rs.3,50,00,000/- (Rupees Three Crore and Fifty Lakhs only) divided into 35,00,000 (Thirty Five lakhs) Equity Shares of face value of Rs.10/- each.

As on 31^st March, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs.3,02,32,870/- (Rupees Three Crore Two lakhs Thirty Two Thousand Eight Hundred and Seventy only) comprising of 30,23,287 (Thirty Lakhs Twenty Three Thousand Two Hundred and Eighty Seven) Equity Shares of face value of Rs.10/- each.

During the year under review:

¦ There was no change in capital structure of your Company.

¦ The Promoter's Shareholding as on 31^st March, 2025 has increased from 71.19% to 71.41% and Public shareholding has decreased from 28.81% to 28.59%.

Equity shares of your Company are listed in National Stock Exchange of India (NSE) and BSE Limited (BSE) and the Company has paid the necessary Annual Listing Fees for the year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has also issued Corporate Guarantee to the Bankers for the loans sanctioned to Mahi Drugs Private Limited and the guarantees provided are well within the limits prescribed under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions executed during the year were with the requirements of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.

Policy Weblink: www.smslife.in/pdf/Policv%20on%20materialitv%20of%20Related%20Partv%20Transactions%20 &%20dealine%20with%20Relat.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. All Related Party Transactions are placed before the Audit Committee for review and approval.

Prior approval is obtained for Related Party Transactions for transactions which are of repetitive nature. All contracts and arrangements with related parties were at arm's length and in the ordinary course of business of the Company. There are no materially significant Related Party Transactions entered into by the Company with related parties which may have potential conflict of interest with the Company. Statement of transactions with related parties during the year is given at note no. 45 to the notes of standalone financial statements.

In accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements with related parties referred to in Section 188(1) of the Act, in Form AOC-2 is attached as Annexure 11 to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The ratio of the remuneration of each Director to the median's employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in separate annexure forming part of this report as Annexure 12.

Disclosure as per Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as mentioned below:

**Includes perquisites ^##indudes commission

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the year 2024-25 was in conformity with the Nomination and Remuneration Policy of the Company and within the limits approved by the shareholders.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is deeply committed to discharging its social responsibility as an integral aspect of its Corporate Governance philosophy, consistently acting in an ethical and socially motivated manner and contributing to the development of society. Efforts to touch and transform lives are focused by promoting healthcare, education and rural development.

During the year, the Company has spent Rs.37 lakhs towards CSR projects In terms of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities is attached with this report as Annexure 13.

> Environmental Sustainability Governance:

Your Company is committed to building sustainable business and has initiated various ESG initiatives like, water conservation, energy conservation projects, tree plantation and others with goal to achieve planet resilience and a commitment towards carbon neutral environment.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is are provided in separately forming part of this report as Annexure 14.

OTHER STATUTORY REPORTS

> Transfer of unpaid/ unclaimed dividend to IEPF:

All the unpaid or unclaimed dividends including the shares on which dividend has not claimed are required to be transferred by the Company to the IEPF Authority after the completion of 7 (seven) years in accordance with the applicable provisions of the Companies Act, 2013 read with the Companies Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"). The Shareholders are requested to read the instructions given in Note no. 21 to the AGM Notice, forming a part of this Annual Report.

During the year, your Company was not required and had not transferred any unclaimed dividend amount or shares to the IEPF Authority. However, the unclaimed fractional sale proceeds amounting to Rs.5,97,721/- arising pursuant to the demerger, was transferred to the Investor Education and Protection Fund (IEPF) on 10^th January, 2025. Eligible claimants are required to approach the IEPF Authority directly to claim their respective unclaimed amounts.

Details of unclaimed dividends and sale proceeds of fractional shares are available on the website of the Company at www.smslife.in/shareholdine-information.php.

> Details of Nodal Officer:

The details of the Nodal Officer appointed under the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, are given below and the same is disseminated on the website of the Company.

> Business risk management

Your Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the Company at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company.

Policy Weblink: www.smslife.in/pdf/Risk-Manaeement-Policv.pdf

> Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment at the workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second Amendment Rules, 2025.

Following details are reported as on 31^st March, 2025,

¦ Number of sexual harassment complaints received during the year: 0

¦ Number of complaints disposed of during the year: 0

¦ Number of complaints pending for more than 90 days: 0

¦ Number of employees as on the closure of financial year: Female: 30 & Male: 562 Website Weblink: www.smslife.in/pdf/Prevention%20of%20Sexual%20Harassment.pdf

> Statement on Compliance with the Maternity Benefit Act, 1961:

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees.

> Code for Prevention of Insider Trading:

The objective of the aforesaid Code is to regulate, monitor and report trading by its Designated Persons and Immediate Relatives of Designated Persons towards achieving and protecting the interest of Stakeholders at large. In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Structured Digital Database is maintained by the Company with adequate internal controls and trading restrictions are imposed on the designated persons and their immediate relatives in accordance with the Code of Conduct to regulate, monitor and report trading in securities of the Company.

Code Weblink: www.smslife.in/pdf/Code%20of%20Conduct%20for%20prevention%20of%20Insider%20Trading.pdf

> Designated person with respect to beneficial interest in shares:

Mr. TVVSN Murthy, Managing Director of the Company is designated person for furnishing, and extending cooperation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the Company pursuant to Section 89 of the Companies Act, 2013 read with Rule 9(4) of the Companies (Management and Administration) Rules, 2014 and other applicable provisions.

> Compliance with Secretarial Standards:

During the year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

> Annual Return:

The Annual Return of the Company pursuant to Sections 92(3) and 134(3)(a) and of the Companies Act, 2013 is available on the website of the Company.

Policy Weblink: www.smslife.in/financials.php

> Weblink of policies:

Company has adopted various statutory policies / codes as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Policy Weblink: www.smslife.in/policies.php

GENERAL DISCLOSURE:

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability of the provisions:

¦ No agreement has been executed by the shareholders, promoters, promoter group related parties, Directors, KMPs and employees of the Company and its Subsidiary pursuant to Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which might Impact the management or control of the Company / Impose any restriction on the Company, except in normal course of business.

¦ No special rights have been granted to any shareholders of the Company, hence no compliance pursuant to Regulation 31B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is required.

¦ There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

¦ No shares pursuant to differential rights / sweat equity shares / Employees Stock Option Scheme were issued during the year and accordingly, no information was required to be furnished.

¦ No remuneration or commission was received by Managing Director or the Whole-time Directors of the Company from the Subsidiary Company as per section 197(14) of the Companies Act, 2013.

¦ Business Responsibility and Sustainability Report (ESG reporting) is not applicable to the Company.

¦ There was no revision in the financial statements.

¦ There were no instances of failure of implementation of any Corporate Actions.

¦ Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review.

¦ There were no proceedings against your Company under the Insolvency and Bankruptcy Code, 2016 and no one time settlement of financial dues during the period under review.

¦ No transactions, with person(s) or entity(ies) belonging to the Promoter / Promoter Group which hold(s) 10% or more shareholding in the Company, as per Schedule V (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the period under review, except the managerial remuneration paid to Mr. TVVSN Murthy, Promoter and Managing Director of the Company.

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Annexures and Notes attached to the Financial Statements forming part of this report.

ACKNOWLEDGEMENTS:

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as optimum utilization of the Company's resources for sustainable and profitable growth.

We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their continued support during the year. We also place on record our appreciation to all employees for their hard work, dedication and contributions to the growth of the Company. Your Directors also extend sincere gratitude to the Central Government, State Governments and all other Government agencies for their continued co-operation, assistance and encouragement.

Cautionary Statement:

The statements in the Board's Report describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable Securities laws and regulations. Actual results may differ materially from those expressed herein. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigations and industrial relations.