2. 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 Taiwan FDA and
CADIFA, Brazil.

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.
The API facility located at Lote, Maharashtra, India has
received approvals of USFDA, EDQM/EUGMP Health
Canada multiple times.

3. PERFORMANCE REVIEW:

Financial statements have been prepared in accordance
with the Indian Accounting Standards (hereinafter
referred to as the ‘Ind AS') as notified by the Ministry

of Corporate Affairs pursuant to Section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended from time to time
and other relevant provisions of the Act.

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

• Profit before Tax (PBT) for the year has grown by
10.58% to ^ 2,747.79 million as against a PBT of
^ 2,484.80 million for the last year.

• Tax Provision for the current year amounted to
^ 656.59 millions as against a tax provision of
^ 605.23 million for the last year.

• Profit after Tax (PAT) before other comprehensive
income for the year grew by 11.26% to ^ 2,091.21
million as against a PAT of ^ 1,879.58 million
last year.

• Earnings Per Share of ^ 2/- each works out to
^ 25.98 for the year as against ^ 23.35 last year.

4. DIVIDEND:

Your directors are pleased to recommend a dividend
of ^ 1/- per equity share of ^ 2/- each, i.e., 50 % for

the FY ended March 31, 2026, 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
^ 80.48 million.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your
Company has formulated a Dividend Distribution
Policy in accordance with which the dividend is
recommended by the Company. The said policy
is available on Company's website athttps://
supriyalifescience.com/assets/pdfs/corporate-
governance/policies/Dividend-Distribution-Policy.pdf

6. 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).

7. TRANSFER TO RESERVE:

Your Company has not transferred any amount to
General Reserve for the FY ended March 31, 2026.

8. DEPOSITS:

During the year under review, your Company has
neither accepted nor renewed any deposits. Further
the Company does not have any outstanding Deposits
in terms of Section 73 to 76 of the Companies Act,
2013 read with Companies (Acceptance of Deposits)
Rules, 2014.

9. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

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

10. CHANGE IN THE NATURE OF BUSINESS:

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

11. SHARE CAPITAL:

The equity shares of your Company continue to be
listed and traded on BSE Limited and National Stock
Exchange of India Limited. The paid-up Equity Share
Capital as at March 31, 2026, stood at ^ 160.97 million,
consisting of 8,04,82,800 equity shares of ^ 2/- 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 Bonus
Shares. Further, the Company has not bought back any
of its securities during the year under review and hence
no details / information was invited in this respect.

12. EMPLOYEES STOCK OPTION PLAN

The Company has no employee stock option scheme.

13. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.

There have been no material changes and commitments
that have affected financial position of the Company
between the end of the Financial Year, March 31,
2026, and the date of this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Loans, Guarantees and Investments made by
the Company are within the limits prescribed under
the provisions of Section 186 of the Companies Act,
2013 and the details are given in the notes to the
Financial Statements.

15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

There were no contracts or arrangements or
transactions entered into by the Company with related
parties referred to in sub-section (1) of Section 188
of the Companies Act, 2013 during the course of
business which were not at arm's length basis. Suitable
disclosure as required by the Indian Accounting
Standards (IND AS 24) has been made in the notes to
the Financial Statements. The policy on Related Party
Transactions as approved by the Board is uploaded on
the Company's website.

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 athttps://supriyalifescience.com/assets/pdfs/
corporate-governance/policies/Policy-on-Related-
Party-Transactions.pdf

16. MANAGEMENT DISCUSSION & ANALYSIS
REPORT AND CORPORATE GOVERNANCE
REPORT BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

In compliance with Regulation 34 of the SEBI Listing
Regulations, separate section on Management
Discussion and Analysis Report, as approved by the
Board, which includes details on the state of affairs of
the Company, forms part of this Annual Report.

Further, the Corporate Governance Report including
General Shareholder Information, as prescribed under
Schedule V to the SEBI Listing Regulations, duly
approved by the Board of Directors together with
the certificate from Secretarial Auditor (Practicing
Company Secretaries) confirming compliance with the
requirements of SEBI Listing Regulations also forms
part of this Annual Report.

In compliance with Regulation 34(2)(f) of the SEBI
Listing Regulations read with SEBI circular. The
Company has presented the Business Responsibility
and Sustainability Report (BRSR) for FY 2025-26 in a
separate section of this report.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on March 31, 2026, the Board of Directors of your
Company comprised of 10 Directors, viz., 5 Executive
Directors and 5 Independent Directors including 1
Woman Independent Director.

Dr. Saloni Satish Wagh, Managing Director (DIN:
08491410) and Ms. Shivani Satish Wagh, Joint
Managing Director (DIN:08491420) who retires by
rotation and being eligible offers themselves for re¬
appointment at the Annual General Meeting.

The Board, based on recommendation of the
Nomination and Remuneration Committee
(NRC') appointed Mr. Manish Ishwarlal Panchal
(DIN: 08431492), and Mr. Hari Kothandaraman
(DIN: 08901674) as Non-Executive Independent
Director(s) of the Company w.e.f. February 09, 2026.
The said appointments were approved by members of
the Company by way of resolutions passed on April 10,
2026 via postal ballot.

Mr. Dinesh Navnitlal Modi (DIN.: 00004556) and
Mr. Dileep Kumar Jain (DIN.: 00380311), Non¬
executive Independent Directors of the Company
ceased to be directors upon completion of their term
of 5 consecutive years. Subsequently they also ceased
to be members of the Board committees w.e.f. the
close of business hours on March 24, 2026.

Mr. Balasaheb Sawant (DIN:07743507), Whole Time
Director of the Company completed his term on
May 25, 2026. The Board upon recommendation of
the Nomination and Remuneration Committee have
approved his re-appointment as Whole Time Director
and Key Managerial Personnel of the Company
effective from May 26, 2026 for a further term of
3 years. The said appointment was approved by the
Shareholders of the Company via Postal Ballot on
August 23, 2026.

As on date of this report, Dr. Saloni Satish Wagh,
Managing Director, Ms. Shivani Satish Wagh, Joint
Managing Director, Mr. Krishna Raghunathan,
Chief Financial Officer and Ms. Prachi Suhas Sathe,
Company Secretary & Compliance Officer are the
Key Managerial Personnel of the Company within the
meaning of Section 203 of the Companies Act, 2013.

18. DECLARATION OF INDEPENDENT
DIRECTORS:

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 SEBI
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.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby states that:

a) In the preparation of annual accounts for Financial
Year ended March 31, 2026, the applicable
accounting standards have been followed and
no material departures have been made from
the same.

b) 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 Financial
Year ended March 31, 2026 and of the profit and
loss of the Company for that period.

c) 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 assets of
the Company and for preventing and detecting
fraud and other irregularities.

d) They had prepared annual accounts on a going
concern basis.

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

20. NOMINATION AND REMUNERATION
POLICY:

The Policy on appointment and remuneration of
Directors, Key Managerial Persons and Senior
Management Personnel 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. The
Policy is available on the website of the Company at
https://supriyalifescience.com/assets/pdfs/corporate-
governance/policies/Nomination-and-Remuneration-
Policy.pdf

21. PECUNIARY RELATIONSHIP OR

TRANSACTIONS OF NED AND DISCLOSURE
OF REMUNERATION DETAILS OF DIRECTORS,
KMP AND EMPLOYEES:

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 details required 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 has been provided
in Annexure I to this report.

22. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The particulars of employees in compliance with
the provisions of Section 134 (3) (q) read with Rule
5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
will be provided to the shareholder upon request.

The said information is open for inspection and any
Member interested in obtaining a copy of the same
may write to the Company atcs@supriyalifescience.
com.

23. MEETINGS OF BOARD OF DIRECTORS:

The details of Board Meetings held during the year are
given in the Corporate Governance Report.

24. MEETINGS OF BOARD COMMITTEES:

As required under the Act and the SEBI Listing
Regulations, the Company has formed all the statutory
committees namely, Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee
and Risk Management Committee.

The details pertaining to the composition of the
Committees as of March 31, 2026, including its
terms of reference and attendance of directors at the
Committee Meetings are provided in the Corporate
Governance Report.

There have been no instances where the Board did
not accept the recommendations of its committees,
including the Audit Committee.

25. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual
evaluation of its own performance, of the Committees
of the Board and of the Chairperson and individual
directors pursuant to the provisions of the Companies
Act, 2013 and SEBI Listing Regulations.

Performance evaluation was carried out based on the
criteria approved by Nomination and Remuneration
Committee. Feedback was given by the Directors
individually and the committees through a structured
questionnaire for performance evaluation of the
Board, its committees and individual directors.

In a separate meeting of the Independent Directors
held on March 27, 2026, the performance of the
Chairman, Non-Independent Directors and the Board
was evaluated considering 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).

26. FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:

The Company conducts familiarization program for
Independent Directors, and the details are uploaded on
the website of the Company on the below mentioned
link:https://www.supriyalifescience.com/assets/
pdfs/corporate-governance/policies/Familiarization-
Programme-for-Independent-Directors.pdf

27. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY:

The Company's Audit Committee vide its term of
reference has established a vigil mechanism by
adopting a Whistle Blower Policy in terms of Section
177(10) of the Companies Act, 2013 and Regulation
22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy enables
the employees concerned to report concerns about
illegal or unethical practices, suspected fraud, violation
of Code of Conduct 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/assets/pdfs/corporate-
governance/policies/Whistle-Blower-Policy.pdf

28. RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management
Committee in compliance with Regulation 21, of
SEBI Listing Regulations in order to identify, evaluate
business risks and opportunities. The Company
has also formulated a policy viz. Risk Management
Policy for identification, evaluation and mitigation of
operational, strategic and external risks. 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
trends, exposure and potential impact analysis at
a Company level as also separately for different
business segments.

More details on risks, threats and mitigation plans have
been disclosed in the section “Management Discussion
and Analysis Report” forming part of this report.

29. INTERNAL FINANCIAL CONTROLS:

Internal financial controls are an integrated part of
the risk management process, addressing financial
statements and financial reporting risks. The internal
financial controls have been documented, digitized,
and embedded in the business processes. An assurance
of the effectiveness of internal financial controls is
obtained through management reviews control, self¬
assessment, continuous monitoring by functional
experts as well as testing of the internal financial
control systems by external consultants on behalf
of the management at least once a year. We believe
that these systems provide reasonable assurance that
our internal financial controls are designed effectively
and operating as intended. Details in respect of
adequacy on internal financial controls concerning the
Financial Statements are stated in the Management
Discussion and Analysis Section which forms part of
this Annual Report.

30. AUDITORS

a) Statutory Auditors:

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 14^th AGM held on September 16, 2022 until the
conclusion of 19^th 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 2025-26,
which forms part of the Annual Report 2025-2026.
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 (I CAI)
and hold a valid certificate issued by the Peer Review
Board of the ICAI.

b) Secretarial Auditors:

As per Regulation 24A of SEBI LODR Regulations,
2015, M/s. DSM & Associates, Peer Reviewed Firm of
Company Secretaries in Practice, were appointed as
the Secretarial Auditors of the Company for 1^st term
of 5 (five) consecutive years to hold office from the
conclusion of 17^th AGM held on September 24, 2025,
until conclusion of 22^nd AGM of the Company to be
held in the FY 2029-2030.

The Secretarial Audit Report required pursuant to
subsection (3) of Section 134 and Section 204 (1) of
the Companies Act, 2013, is given in Annexure II to
this report.

c) Cost Auditors:

As per Section 148 of the Act read with
Companies (Cost Records and Audit) Rules 2014,
M/s. Rampurawala Mohammed A & Co, Cost
Accountants, Mumbai, Firm Registration No. 003011
have been re-appointed as Cost Auditors for the year
ended March 31, 2026, 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.

d) Internal Auditors:

M/s. Nair & Panickers Audit & Advisory Services were
appointed as the internal auditors of the Company.
During the year, the Company continued to implement
their suggestions and recommendations to improve
internal controls. The Company's internal control
systems are well established and are commensurate
with the nature of its business and the size and
complexity of its operations. The recommendations/
suggestions of the internal auditors are reviewed and
approved by the Audit Committee at their quarterly
meetings. M/s. MP Nair & Associates, Chartered
Accountants are appointed by the Board as Internal
Auditor of the Company for conducting the Internal
Audit and to issue report for the FY 2025-26.

31. REPORTING AND EXPLANATIONS BY
AUDITORS:

During the year under review, no instances of fraud
committed against the Company by its officers or
employees were reported by the Cost Auditors to the
Audit committee or Central Government as required
under Section 143(12) of the Act.

There are no qualifications, disclaimers, reservations
or adverse remarks reported by the Statutory Auditors
and Secretarial Auditors in their respective reports
during the year under review.

32. 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 Dr. Sunil Bhagwat.

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. The policy
can be accessed athttps://supriyalifescience.com/
assets/pdfs/corporate-governance/policies/CSR-
Policy.pdf

The CSR Committee confirms that the implementation
and monitoring of the CSR Policy was done in
compliance with the CSR objectives and policy of
the Company.

Annual Report on Corporate Social Responsibility as per
Rule 8 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is enclosed as Annexure III to this
Report. During the year, no revision was made to the
CSR Policy of the Company.

33. SECRETARIAL STANDARD:

The Company has devised adequate system to ensure
that the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, relating to
Meetings of Board of Directors and General Meetings
respectively, have been duly complied with.

34. EXTRACT OF ANNUAL RETURN:

The Annual Return as on March 31, 2026 in the
prescribed Form No. MGT-7, pursuant to section 92
of the Act is available on the website of the Company
athttps://supriyalifescience.com/ir-annual-report-
return.php

35. 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 IV and is attached to this report.

36. 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.

The Company has complied with the relevant
provisions under the Maternity Benefit Act, 1961.

37. 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/assets/pdfs/corporate-
governance/policies/Code-of-conduct-to-Regulate-
monitor-and-report-trading-in-securities-by-insiders.
pdf

This Code of Conduct also includes code for practices
and procedures for fair disclosure of unpublished price
sensitive information which has been made available at
https://supriyalifescience.com/assets/pdfs/corporate-
governance/policies/Code-for- Fair-Discolures-of-
UPSI.pdf

38. CREDIT RATING

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

49. 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.

40. 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 or against
the Company as on March 31, 2026.

41. SAFETY:

The Company conducts regularly Safety audit and
Environment audit through competent authorities
for its manufacturing facilities located at Lote and
Ambernath. The Company also organises various
safety awareness programs to impart safety training
to its employees.

42. ACKNOWLEDGEMENTS:

The Board of Directors places on record sincere
gratitude and appreciation for all the employees
of the Company. Our consistent growth has been
possible through hard work, solidarity, cooperation,
and dedication during the year. The Board conveys its
appreciation for its customers, shareholders, suppliers
as well as vendors, bankers, business associates,
regulatory, and government authorities for their
continued support.

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

Dr. Satish Waman Wagh

Place: Mumbai Chairman and Executive Director

Date: May 27, 2026 DIN: 01456982