Cohance Lifesciences Ltd

  • BSE Code : 543064
  • NSE Symbol : COHANCE
  • ISIN : INE03QK01018
  • Industry :PHARMACEUTICALS - INDIAN - BULK DRUGS & FORMLN

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Directors Reports

To

The Members of

Cohance Lifesciences Limited

(Formerly, Suven Pharmaceuticals Limited)

The Board is pleased to present its 7th Annual Report together with the audited standalone and consolidated financial statements for the year ended March 31, 2025.

Financial highlights D in Crores

Standalone Consolidated

Particulars

Financial year Financial year Financial year Financial year
2024-25 2023-24 2024-25 2023-24
Revenue from operations 1,093.51 1,051.35 1,197.58 1,051.35
Other income 53.98 56.61 58.56 61.91

Total income

1,147.49 1,107.96 1,256.14 1,113.26

Expenses

Operating expenditure 730.94 645.49 822.38 645.54
Depreciation and amortization expense 57.20 54.60 77.49 54.60

Total expenses

788.14 700.09 899.87 700.14
Profits before finance costs and tax 359.35 407.87 356.27 413.12
Finance costs 8.00 7.45 12.35 7.45

Profit before tax

351.35 400.42 343.92 405.67
Tax expense 79.64 103.95 79.15 105.39

Profit for the year

271.71 296.47 264.77 300.28
Net profit attributable to:
a) Shareholders of the Company N.A N.A 267.87 300.28
b) Non-controlling interest N.A N.A (3.10) -
Other Comprehensive Income
Items that will not be reclassified to profit or loss 0.76 (0.42) 8.90 0.11

Income tax relating to items that will not be reclassified to profit or loss

(0.19) 0.10 (2.57) 0.10
Items that will be reclassified subsequently to profit or loss - - 6.81 13.00
Total Other Comprehensive Income / (Loss) for the year 0.57 (0.32) 13.14 13.21

Total Comprehensive Income for the year

272.28 296.15 277.91 313.49
Retained earnings - opening balance 1,767.06 1,470.91 1,765.12 1,465.16
Add: Profit for the year 272.28 296.15 268.28 299.96
Less: Dividend paid - - - -

Liability towards obligation to acquire non- controlling interest

- - (649.42) -
Retained earnings - closing balance 2,039.34 1,767.06 1,383.98 1,765.12
Earnings per Share (EPS) 10.67 11.65 10.52 11.80

Note: Standalone figures for FY2024 have been restated in view of merger of Casper Pharma Private Limited with the Company effective from January 1, 2025.

Overview

During the financial year 2024-25, on a standalone basis, the Company has recorded revenue from operations of C 1,093.51 Crores as against C 1,051.35 Crores in the previous year. Profit after tax for the financial year 2024-25 stood at C 271.71 Crores as against C 296.47 Crores in the previous year.

On a consolidated basis, revenue from operations stood at C 1,197.58 Crores during the financial year 2024-25 as against C 1,051.35 Crores registering an increase of 14%. Profit after tax for the financial year 2024-25 C 264.77 Crores as against C 300.28 Crores during financial year 2023-24, a decline of 12%.

The Pharma CDMO segment of the Company continue to be the major portion of revenue from operations, accounting for C 736.9 Crores, representing 62% of the revenue from operations on consolidated basis, during the year under review.

The growth in consolidated revenue from operations in FY2024-25 was driven by strong momentum in the Pharma CDMO segment, alongside the strategic addition of two high-growth platforms—NJ Bio and Sapala Organics. Our Specialty Chemicals business also returned to a growth trajectory, contributing 17% to consolidated operational revenue during the year.

Adjusted EBITDA margins were 37% on a consolidated basis, after one-time adjustments of C 56.5 Crores, comprising an ESOP charge of C 15.1 Crores and others of C 41.4 Crores relating to expenses towards the legal, merger and acquisition expenses.

Scheme of Amalgamation for the merger of Casper Pharma Private Limited with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited w.e.f. May 7, 2025)

The Board of Directors of the Company at its meeting held on February 29, 2024, approved the Scheme of Amalgamation for the merger of Casper Pharma Private Limited ("Casper"

/ "Transferor Company"), a wholly-owned subsidiary of the Company, with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) ("Transferee Company").

Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated October 24, 2024 has sanctioned the Scheme of Amalgamation for the merger of Casper with the Company.

Both the companies have filed the certified copy of the order with the Registrar of Companies, Ministry of Corporate Affairs ("ROC"), on December 2, 2024. Therefore, as per the said Scheme, the merger of Casper with the Company became effective from January 1, 2025, i.e., first day of the month immediately succeeding the month in which the said Order was filed with the ROC.

The Appointed Date of the said Scheme has been Effective Date, i.e. January 1, 2025.

Scheme of Amalgamation for the merger of Cohance Lifesciences Limited with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited w.e.f. May 7, 2025)

The Board of Directors of the Company at its meeting held on February 29, 2024, approved the Scheme of Amalgamation for the merger of Cohance Lifesciences Limited ("Transferor Company") with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) ("Transferee Company").

Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated March 27, 2025 has sanctioned the Scheme of Amalgamation for the merger of the Transferor Company with the Company.

The Transferee Company has received the requisite approval from the Department of Pharmaceuticals, Ministry of Chemicals and Fertilizers, Government of India vide letter dated April 22, 2025 (the "Approval Letter") under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, for the potential increase of the aggregate foreign investment in the Transferee Company above 74% subsequent to allotment of shares under the Scheme of Amalgamation. The DOP has approved, inter alia, for increase in aggregate foreign investment of up to 100% in the Transferee Company from all source of foreign investments, including foreign direct investments (FDI), foreign portfolio investors (FPI), non-resident Indians (NRIs), indirect foreign investments, etc. and any combination thereof.

Both the companies have filed the certified copy of the order with the Registrar of Companies, Ministry of Corporate Affairs ("ROC"), on April 23, 2025. Therefore, the merger of Transferor Company with the Company became effective from May 1, 2025, i.e., first day of the month immediately succeeding the month in which the said Order was filed with the ROC, as per the said Scheme.

The Effective Date and Appointed Date of the said Scheme for the merger has been May 1, 2025.

Change of name of the Company

Pursuant to the Scheme of Amalgamation for the merger of Cohance Lifescience Limited with Suven Pharmaceuticals Limited, the name of "Suven Pharmaceuticals Limited" has been changed to "Cohance Lifesciences Limited", with effect from May 7, 2025, consequent to approval of the Ministry of Corporate Affairs, Government of India ("MCA") on May 7, 2025.

Acquisition of Sapala Organics Private Limited

The Company has acquired stake in Sapala Organics Private Limited ("Sapala"), a Hyderabad based CDMO focused on Oligo drugs and nucleic acid building blocks including Phosphoramidites & Nucleosides, drug delivery compounds (including GalNAc), Pseudouridine, amongst others.

The Company acquired 67.5% by way of secondary transfer from Sapala's existing shareholders. This represents 51% of the share capital of the Target on a fully diluted basis. After the financial year 2026-27, the Company will acquire balance shareholding through secondary purchase, such that, post consummation, the Company will own 100% of the share capital of Sapala on a fully diluted basis. The acquisition process was completed on July 12, 2024.

Therefore, Sapala became a subsidiary of the Company with effect from July 12, 2024.

Acquisition of NJ Bio, Inc.

The Company has acquired stake in NJ Bio, Inc. a Contract Research, Development, and Manufacturing Organization ("CRDMO"), focused on ‘antibody-drug conjugates' ("ADCs") and ‘XDC,' based in Princeton, New Jersey, USA and is amongst the few CRDMOs in the high growth ADC and broader ‘XDC' (other conjugation-based therapies) space. The said acquisition is intended to bring in deep know-how and end-to-end capabilities across payload-linker synthesis, bioconjugation and analytical services.

The Company has acquired 56% equity share capital of NJ Bio, Inc., by a mix of primary infusion and secondary acquisition and invested a total of USD 64.4 million, i.e. USD 49.4 million, in aggregate, for the secondary acquisition of common equity shares from certain existing shareholders and USD 15 million, in aggregate, for the primary subscription of common equity shares. The acquisition of 56% equity share capital of NJ Bio, Inc. has been completed on December 20, 2024.

Therefore, NJ Bio, Inc. became a subsidiary of the Company with effect from December 20, 2024.

NJ Bio, Inc. has two wholly owned subsidiaries (WOS), namely, (i) NJBIO India Pharmaceutical Private Limited, and (ii) NJ Biotherapeutics, LLC and consequently, post-acquisition both the WOS became step-down WOS of the Company.

Dividend

The Board of Directors of the Company does not recommend a dividend for the year ended March 31, 2025.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy, is available on the Company's website and can be accessed at https://www. suvenpharm.com/images/pdf/policies/dividend-distribution-policy.pdf

Transfer to Reserves

The Board of Directors has not proposed to transfer any amount to the general reserve for the year ended March 31, 2025.

Share Capital

The paid-up equity share capital of the Company as on March 31, 2025 was C 25.46 Crore divided into 25,45,64,956 equity shares of C 1/- each. During the year under review, there was no change in the share capital and also the Company has not issued any shares with differential voting rights.

However, pursuant to the Scheme of Amalgamation for the merger of Cohance Lifesciences Limited ("Transferor Company") with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) ("Transferee Company"), the Company has allotted 12,80,02,184 equity shares of C1/- each on May 9, 2025 to the shareholders of the Transferor Company. The Company has received listing and trading approvals for the aforesaid shares from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Consequent to the above allotment, the paid-up equity share capital has been increased to C 38.26 Crore divided into 38,25,67,140 equity shares of C 1/- each.

Public deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 (the "Act").

Subsidiary and Associates

The Company has following subsidiary and associate companies:

a) Cohance Lifesciences, Inc (formerly, Suven Pharma, Inc) in New Jersey, USA, is the wholly owned subsidiary ("WOS") of the Company.

b) Sapala Organics Private Limited in India - became subsidiary of the Company on July 12, 2024; c) NJ Bio, Inc. in New Jersey, USA, - became subsidiary of the Company on December 20, 2024;

d) NJBIO India Pharmaceutical Private Limited in India – a WOS of NJ Bio, Inc. became step-down WOS on December 20, 2024;

e) NJ Biotherapeutics, LLC in New Jersey, USA, - a WOS of NJ Bio, Inc. became step-down WOS on December 20, 2024;

f) Aruka Bio Inc. in New Jersey, USA is an Associate Company of NJ Bio, Inc. and therefore, is a step-down associate company of the Company.

Section 129(3) of the Act, states that where the Company has one or more subsidiaries or associate companies, it shall, in addition to its financial statements, prepare a consolidated financial statements of the Company and of all subsidiaries and associate companies and also attach along with its financial statements, a separate statement containing the salient features of the financial statements of its subsidiaries and associates. Hence, the consolidated financial statements of the Company and all its subsidiaries and associates, prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of the Company's subsidiary and associate companies in the prescribed Form AOC-1, is attached as Annexure - A to this Board's Report. The AOC-1 also provides details of the performance and financial position of each subsidiary and associate companies.

In accordance with Section 136 of the Act, the audited financial statements and related information of the Company and its subsidiaries, wherever applicable, are available on Company's website at https://suvenpharm.com/financial-info. These are available for inspection during business hours at the Corporate Office of the Company.

Change in the nature of business, if any

During the year, there was no change in the nature of business of the Company. Further there was no significant change in the nature of business carried on by its subsidiaries. Further, information on the Company's business outlook and state of affairs is discussed in detail in the Management Discussion & Analysis section forms part of this Annual Report.

Material changes and commitments affecting the financial position of the Company

The merger of erstwhile Cohance Lifesciences Limited with and into Suven Pharmaceuticals Limited (name changed to

Cohance Lifesciences Limited) has been effective from May 1, 2025, as detailed in earlier paragraphs. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Significant/ material orders passed by courts/ regulators/ tribunals

The merger of erstwhile Cohance Lifesciences Limited with and into Suven Pharmaceuticals Limited (name changed to Cohance Lifesciences Limited) has been effective from May 1, 2025, as detailed in earlier paragraphs. During the year under review, there were no significant or material orders passed by the courts or regulators or tribunals impacting the going concern status and operations of the Company in the future.

Board of Directors and Key Managerial Personnel

Changes in Directorship

During the year under review, following changes occurred in the directorship of the Company:

a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned from his position as Director and Executive Chairman of the Company effective on September 19 2024, as he has decided to move to an advisory role, given the stage of his career. b. Mr. Vivek Sharma (DIN: 08559495) has been appointed as Director and Executive Chairman of the Company, for a period of five (5) years with effect from September 20, 2024. c. Mr. Jai Shankar Krishana (DIN: 01519264), appointed as an Independent Director of the Company, for a term of five (5) consecutive years, with effect from November 12, 2024. d. Mr. Vinod Padikkal (DIN: 07765484), appointed as a Non-Executive and Non-Independent Director of the Company, with effect from November 12, 2024. His period of office is liable to retire by rotation.

The appointment of above directors have been approved by the members of the Company through postal ballot process on December 18, 2024.

Retirement by Rotation

During the year, the members of the Company at its Annual General Meeting ("AGM") held on August 9, 2024, approved the re-appointment of Mr. Pankaj Patwari, a director retire by rotation, designated as Non-Executive Director of the Company.

Dr. V Prasada Raju (DIN: 07267366), Managing Director, is liable to retire by rotation at the forthcoming 7th AGM and being eligible for re-appointment. The brief profile of the director seeking re-appointment at the ensuing AGM will be placed in the Notice convening ensuing AGM of the Company forms part of this Annual Report.

Changes in Key Managerial Personnel (KMP)

During the year under review, following changes occurred in the KMP of the Company:

a. Mr. Vaidheesh Annaswamy (DIN: 01444303) has resigned from his position as Director and Executive Chairman of the Company effect on September 19, 2024. b. Mr. Vivek Sharma (DIN: 08559495) has been appointed as Director and Executive Chairman of the Company, for a period of five years with effect from September 20, 2024. c. Mr. Hanumantha Rao Kokkonda has retired as the Company Secretary and Compliance Officer of the Company effective from August 10, 2024. d. Mr. Kundan Kumar Jha has been appointed as the Company Secretary, Compliance Officer and Head-Legal, effective from September 3, 2024.

The Company has the following Key Managerial Personnel in terms of Section 2(51) and Section 203 of the Act as on the date of this report:

Sl Name

Designation

1 Mr. Vivek Sharma Director and Executive Chairman
2 Dr. V Prasada Raju Managing Director
3 Dr. Sudhir Kumar Singh Chief Executive Officer
4 Mr. Himanshu Agarwal Chief Financial Officer
5 Mr. Kundan Kumar Jha Company Secretary, Compliance Officer and Head- Legal

Declaration by Independent Directors

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and is in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In the opinion of the Board, the Independent Directors possess the integrity, expertise, and experience, including the proficiency, required to be Independent Directors of the Company. They fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of management. They have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Number of meetings of the Board and Audit Committee

During the year under review, nine (9) Board meetings and seven (7) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

The details of these meetings are given in the Corporate Governance Report, which forms part of this Annual Report. Apart from Board meetings, Board Strategy sessions were also held to discuss the strategy matters.

Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, separate meetings of the Independent Directors was held on March 27, 2025. Further details are mentioned in the Corporate Governance Report forming part of this Annual Report.

Committees of the Board

The Board has the following Committees, as on March 31, 2025:

a. Audit Committee; b. Stakeholders' Relationship Committee; c. Nomination and Remuneration Committee; d. Corporate Social Responsibility Committee; e. Risk Management Committee; and f. Investment, Banking and Authorisations Committee. The recommendations made by the Board committees, including the Audit Committee, were accepted by the Board. The details of the above Committees are given in the Corporate Governance Report forming part of this Annual Report.

Directors Responsibility Statement

In terms of Section 134(5) of the Act, the Directors of the Company state that:

a. The applicable accounting standards have been followed in preparing the Annual Accounts and there were no material departures; b. Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for that period; c. Proper and sufficient care has been taken 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. The Directors have prepared the Annual Accounts on a going concern basis; e. Proper internal financial controls were in place to be followed by the Company, and the financial controls were adequate and were operating effectively; f. Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Act and as per the SEBI Listing Regulations, the Board has carried out performance evaluation of its own performance, the directors (including Chairman) individually as well as the evaluation of the working of its committees.

The outcome of performance evaluation was reviewed by the Board and found to be satisfactory. Further, details of Board evaluation are given in the Corporate Governance Report forming part of this Annual Report.

Policy on directors' appointment and remuneration

The Board consists of an appropriate mix of executive, non-executive and independent directors to maintain the independenceoftheBoard.AsofMarch31,2025,theBoardhas ten (10) members, consisting of two (2) Executive Directors, three (3) Non-Executive and Non-Independent Directors and five (5) Independent Directors. One Independent Director and one Non-Executive Director on the Board are women directors. The details of Board and committee composition, tenure of directors, areas of expertise and other details are given in the Corporate Governance Report that forms part of this Annual Report.

Appointment of directors on the Board are based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, diversity and qualifications required for the position. For appointment of an Independent Director, the independence criteria defined in Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI Listing Regulations are also considered.

Our executive compensation supports attracting talented individuals from within and across industries drawing from a diverse pool of global talent as well as motivating and encouraging continuity of relevant leaders who advance our critical business objectives and promote the creation of shareholders' value over the long-term. The executive compensation is divided into three principal components, i.e. base salary, short term performance pay and long-term incentives. Competitive market for executives and compensation levels of the comparable companies are taken into account before making decisions with respect to each element of compensation.

Executive compensation is reviewed annually and is based on Company's performance and individual performance. Pay practices in similar size of companies at similar role are also considered while reviewing compensation annually. Benchmarking of remuneration are also being done to ascertain competitiveness of the remuneration for the similar role in peer companies.

The policy of the Company on directors' appointment and remuneration, as required under Section 178(3) of the Act, is available on the website of the Company at https://www. suvenpharm.com/images/pdf/policies/Remuneration_Policy. pdf.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of the Boards report as "Annexure - B."

Corporate Social Responsibility

In compliance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Corporate Social Responsibility ("CSR") Committee of the Board of Directors of the Company looks after the CSR activities of the Company. The CSR Committee is comprised of Mr. Vivek Sharma, as Chairperson, Mr. KG Ananthakrishnan and Ms. Matangi Gowrishankar, as members of the Committee. The Board has adopted a CSR policy, based on the recommendation of the said Committee, that provides guiding principles for selection, implementation and monitoring of the CSR activities and formulation of the annual action plan. The focus areas for CSR activities primarily in education, healthcare, livelihood and environment. During the year, the Committee monitored the CSR activities undertaken by the Company including the expenditure incurred thereon. The CSR Policy, Committee Composition and CSR programs details are available on the Company's website at https://www.com/csr/

The Annual Report on CSR Activities forms part of the Boards Report and annexed as Annexure - C.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - D to the Board's Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in the said rules forms part of the Annual Report. However, considering the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company or through electronic mode, during business hours on working days up to the date of the forthcoming 7th AGM, by members. Any member interested in obtaining a copy thereof may write to the Company Secretary in this regard.

Particulars of loans, guarantees or investments

Details of investments/ loans/ guarantees/ securities provided are given in the note no. 16 to the standalone financial statement, form part of this Annual Report. Apart from this, the Company did not give any loans, investments, guarantees, or securities during the year under the provisions of Section 186 of the Act.

Related Party Transactions

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arm's length basis.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties, that could be considered material in accordance with Section 188 of the Act, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. Details of the related party transactions as per IND AS24 have been provided in note no. 35 of the standalone financial statements forms part of this Annual Report.

In terms with the requirements of the Act and the SEBI Listing Regulations, during the year under review, the Board has reviewed and amended the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy is available on the website of the Company at https:// www.suvenpharm.com/pdf/Investors/corporategovernance/ policies/Policy%20on%20materiality%20of%20RPT%20 and%20dealing%20with%20RPT.pdf. The Policy intends to ensure that proper identification of related parties and the related party transactions, it's reporting, approval and disclosures.

All related party transactions and subsequent modifications are placed before the Audit Committee for review and approval. Prior approval is obtained for the transactions with related party transactions as and when required.

Internal financial control systems and their adequacy

The Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively: (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/ standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with management's general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews the reports submitted by the independent internal auditors and monitors the functioning of the system.

Enterprise Risk Management

The Risk Management Committee of the Board of Directors of the Company has been entrusted with the responsibility of overseeing various organizational risks. The Corporate Governance Report, which forms part of this Report, contains the details of the Risk Management Committee of the Company. The Risk Management Committee assesses the adequacy of mitigation plans to address such risks. The Board also approved a risk management policy to serve as guidance for addressing the various risks and their mitigation. In addition, the Company periodically conducts safety and preventive audits in plants and ensures that necessary safeguards are in place to protect the interest of the Company against all the probable risks associated with the Company.

Vigil Mechanism/ Whistle-Blower Policy

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Whistle Blower mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://www.suvenpharm. com/images/pdf/policies/whistle-blower-policy.pdf

Employee Stock Option Scheme

The members of the Company through postal ballot process on February 13, 2024 has approved Employee Stock Option Plan (ESOP) 2023 to grant share-based incentives to eligible employees of the Company and its subsidiaries under the ESOP 2023. In terms of the scheme, 1,25,00,000 options can be granted to the eligible employees of the Company and its subsidiaries. During the year under review, no stock options have been granted. There is no other change in the said plan during the year.

The Schemes is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The details of Company's stock option Scheme as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the Company's website at https://suvenpharm.com/SuvenESOP2023Policy.pdf

The compliance certificate confirming that the Employee Stock Option Plan 2023 is in compliance of the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, has been received from M/s DVM & Associates LLP, Company Secretaries, Secretarial Auditors of the Company for the year under review.

The options details also form part of note 61 of the notes to accounts of the standalone financial statements.

Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder the Company at its 6th AGM held on August 9, 2024 has appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as the statutory auditors of the Company for a period of 5 years from the conclusion of 6th AGM till the conclusion of the 11th AGM to be held in the year 2029.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report. The Auditors report is enclosed with the financial statements and forms part of this Annual Report. During the year, there were no instances of frauds reported by Auditors under Section 143(12) of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report received from M/s. DVM & Associates LLP, practicing Company Secretaries, Secretarial Auditor of the Company for the financial year 2024-25 forms part of this Annual Report and marked as Annexure - E to the Board's Report The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Audit

During the year under review, in terms of Section 148 of the Act read with the Cost (Records and Audit) Rules, 2014, as amended from time to time, the requirement for Cost Audit is not applicable to the Company, based on the export turnover criteria prescribed under said Cost Audit Rules. However, the Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under Section 148(1) of the Act read with said Cost Audit Rules.

Annual Return

The Annual Return of the Company as on March 31, 2025, in terms of the provisions of Section 92(3) read with Section 134(3) (a) of the Act is available on the Company's website and can be accessed at https://www.suvenpharm.com/financial-info/

Corporate Governance

A detailed Report on Corporate Governance in compliance with the provisions of SEBI Listing Regulations together with a certificate received from the practicing Company Secretary confirming the compliance of conditions of corporate governance, is presented in a separate section forming part of this Annual Report.

Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI

Listing Regulations, is presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective is presented in a separate section forming part of this Annual Report and is available on the website of the Company at https://suvenpharm.com/ financial-info/.

Transfer of unclaimed/ unpaid amounts to the Investor Education and Protection Fund (IEPF)

The Company was incorporated in the calendar year 2018, and it will ensure compliance with the applicable provisions of the IEPF Rules with respect to transfer of unclaimed/unpaid dividend to IEPF, at the appropriate time.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, no case was received to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

Other disclosures

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company affirms that for the financial year ended on March 31, 2025:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

Acknowledgements

The Board wishes to place on record their gratitude to all the stakeholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for contributing to the Company's growth. The Board acknowledges the support extended by the government, government agencies, analysts, bankers, media, customers, business partners and investors at large. The Board also wishes to place on record their appreciation for the dedication and valuable services rendered by the employees and workers at all levels of the Company.

For and on behalf of the Board of Directors

Vivek Sharma

Dr. V Prasada Raju

Place: Hyderabad Executive Chairman Managing Director
Date: May 28, 2025 DIN: 08559495 DIN: 07267366

   

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