Suven Life Sciences Ltd.-இன் இயக்குநர் அறிக்கை

Company focuses on the discovery and clinical development
of innovative medicines that address unmet medical needs in
central nervous system (CNS) disorders. We have portfolio of
advanced stage clinical candidates and research programs that
are designed for CNS disorders such as Alzheimer''s disease (AD),
Sleep disorders, Major depressive disorders (MDD), Parkinson''s
disease (PD), Schizophrenia, Pain disorders, and Gastrointestinal
disorders. Suven has 5 clinical-stage assets across focus areas:
Masupirdine (SUVN-502) for the treatment of agitation in
patients with dementia of the Alzheimer''s type (Phase 3 study
reaching 76% of patient enrollment); Samelisant (SUVN-G3031)
for excessive daytime sleepiness (EDS) in narcolepsy (After
successful completion of Phase 2 study for EDS, initiated Phase
3 study for EDS with and without Cataplexy); Ropanicant
(SUVN-911) for MDD (After successful Phase 2a Open Label
study, the Placebo-controlled Phase 2b study was completed
and expecting for final outcome); Usmarapride (SUVN-D4010)
for cognitive disorders (Phase 2 study in planning), SUVN-I6107
for cognitive disorders (Phase 1 study completed and planning
for next phase). In addition to these clinical assets, we have
8 projects in research pipeline across multiple potential
indications. Suven owns all intellectual property rights for its
assets in all major markets.

During the year under review, your company has spent C2,797.24
Lakhs (standalone basis) on Research & Development of drug
discovery molecules and will continue to spend in the years to
come. Your Company reported a loss of C(5,486.28) Lakhs for
the financial year 2025-26. The Earnings per Share (EPS) of your
Company is C(2.41) per share in fiscal 2025-26 from the previous
year EPS of C(2.16) per share in fiscal 2024-25. Your Company''s
standalone revenue from operations for the Financial Year
2025-26 is C711.47 Lakhs. The consolidated revenue from
operations for the Financial Year 2025-26 remained the same
as that of standalone revenue. The consolidated loss incurred
C(27,634.41) Lakhs are mainly due to clinical development
expenditure incurred by Suven Neurosciences, Inc., on various
molecules in the clinical development programs.

The consolidated financial statements of the Company prepared
in accordance with Indian Accounting Standards as specified in
the Companies (Indian Accounting Standards) Rules, 2015, form
part of the Annual Report.

Research and Development

During the year, your company has spent C24,818.81 Lakhs
(consolidated basis) on innovative R&D in CNS therapies.
Suven has 5 clinical stage compounds, ongoing phase 3 study
on Masupirdine (SUVN-502) on Agitation in Alzheimer''s type
patients, completed Phase 2 study and initiated Phase 3 study
on Samelisant (SUVN-G3031) on Narcolepsy (excessive day
time sleep disorder with and without cataplexy), completed

Phase 2 study on Ropanicant (SUVN-911 and waiting for
results), ready for phase 2 study on Usmarapride (SUVN-D4010)
and SUVN-I6107 (completed phase 1 study and planning for
next phase).

In addition to these clinical assets, we have 8 projects in research
pipeline across multiple potential indications.

The Company also regularly secures various product patents
across the world as part of Research & Development of the
Company to secure its discovery related innovation. The details
on patent updates could be accessed at Company''s website
http://www.suven.com/Patentupdates.aspx.

Dividend

In view of the losses, the Board of Directors has not recommended
any dividend for the year under review.

Transfer to Reserves

The Company has not transferred any amount to the general
reserve during the current financial year.

Preferential Issue

Pursuant to the approval of the Board of Directors at its meeting
held on May 13, 2025, and the approval of the members of the
Company at the Extra-Ordinary General Meeting (''EGM'') held
on June 05, 2025, the Company allotted 6,40,02,999 warrants
on July 03, 2025, on a preferential basis, to a promoter group
entity and certain identified non-promoter persons/entities at
an issue price of C134/- per warrant. Each warrant is convertible
into one fully paid-up equity share of C1/- each of the Company.
The allotment was made upon receipt of 25% of the issue price
(i.e., C33.50 per warrant) as warrant subscription money, in
accordance with the provisions of Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.
The balance 75% of the issue price (i.e., C100.50 per warrant) is
payable at any time within 18 months from the date of allotment
of warrants.

As on the date of this Report, the Company has allotted
4,54,32,866 fully paid-up equity shares pursuant to the
conversion of an equal number of warrants in accordance with
the terms of the offer letter issued to the allottees pursuant to
the preferential issue. The details of the allotments are provided
in the table below:

The details of utilisation of funds so received under the
Preferential Issue is given hereunder:-

* Out of the issue proceeds of C85,764.02 lakhs, C9,331.50 lakhs are yet
to be received from some of the warrant holders.

The Board of Directors confirms that there has been no deviation
or variation in the utilisation of proceeds raised by the Company
from the objects stated in the relevant offer document (Private
Placement Offer cum Application Letter dated June 20, 2025)/
explanatory statement to the EGM Notice dated May 13, 2025.

Share Capital

During the year under review, the members of the Company
at their Extra-Ordinary General Meeting held on June 05,
2025 approved the increase in Authorised Share Capital from
C30,00,00,000/- (Rupees Thirty Crore) divided into 30,00,00,000
(Thirty Crore) Equity Shares of C1/- (Rupees One) each to
C50,00,00,000/- (Rupees Fifty Crore) divided into 50,00,00,000
(Fifty Crore) Equity Shares of C1/- (Rupees Ten) each.

During the year under review, the Company has allotted
4,54,32,866 equity shares of C1/- each upon the conversion of
warrants issued on preferential basis. Further, the Company
allotted 2,14,000 equity shares of C1/- each pursuant to exercise
of vested stock options under the Suven Life Employee Stock
Option Scheme 2020 by eligible employees of the Company.

As a result, the paid-up equity shares capital of the Company
as on March 31,2026 stands increased from C2180.74 Lakhs to
C2637.21 lakhs.

Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the Companies Act 2013, read with Rule 12 of
the Companies (Management and Administration) Rules, 2014
the Annual Return as at March 31, 2026 can be accessed at
Company''s website http://www.suven.com/annualreports.aspx

Number of Meetings of the Board and Audit Committee

During the year under review, Seven Board Meetings were
convened and held and Four Audit Committee Meetings
were convened and held. The details of Board meetings and
Audit Committee meetings are presented in the Corporate
Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors.
Shri Santanu Mukherjee is the Chairperson of the Audit
Committee and Dr. Vajja Sambasiva Rao, Smt. J.A.S. Padmaja
are members of the Audit Committee. The time gap between

the said meetings was within the period prescribed under
the provisions of the Companies Act, 2013 and the SEBI
guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed
in the preparation of the Annual Accounts.

(b) Such accounting policies have been selected and applied
consistently and judgments and estimates made when
required 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 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 that 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.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration, specifying criteria for
evaluation of performance and process. The Remuneration
Policy is stated in the Corporate Governance Report and
also available at Company website http://www.suven.com/
policiesdocuments.aspx.

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution
as per the requirements of SEBI Guidelines. The policy is stated
in the Annual Report and has been uploaded on the Company''s
website and can be accessed at http://www.suven.com/
policiesdocuments.aspx.

Particulars of Loans, Guarantees or Investments

Details of investments made are furnished in the Standalone
Financial Statement which can be referred at Note No. 6 of the
Standalone Financial Statement.

The Company did not give any Loans, or provided Guarantees
or any security during the year under the provisions of Section
186 of the Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary
company i.e. Suven Neurosciences, Inc. The consolidated
financial statements of the Company are prepared in accordance
with Indian Accounting Standards as specified in the Companies
(Indian Accounting Standards) Rules, 2015, form part of the
annual report.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing salient features of financial
statements of subsidiary in Form No. AOC-1 is attached to the
financial statements of the Company. Further, pursuant to
the provisions of Section 136 of the Act, the separate audited
financial statements in respect of the subsidiary company shall
be kept open for inspection at the Registered Office of the
Company during working hours for a period of 21 days before
the date of the Annual General Meeting. Your Company will
also make available these documents upon request by any
Member of the Company interested in obtaining the same or it
can be also accessed on the website of your Company at http://
www.suven.com/subsidiaryaccounts.aspx.

Related Party Transactions

The Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed
Form AOC-2 pursuant to clause (h) of sub-section (3) of section
134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions
which has been uploaded on the Company''s website. http://
www.suven.com/policiesdocuments.aspx

Material Changes and Commitments Affecting
Financial Position of the Company

There have been no material changes and commitments
affecting the financial position of the Company between the
end of the financial year of the Company and date of this Report
i.e. 13^th May, 2026. There has been no change in the nature of
business of the Company.

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 Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of
this report as "Annexure - B".

Risk Management Policy

Business risks are inevitable for any business enterprise.
Suven is an IP creating and protecting company, strictly adheres
to and harmonise with the global patent regime. The Company
through its Risk Management policy identifies the various
risks and challenges, internally as well as externally and takes
appropriate measures with timely actions to mitigate risk.
Risk management committee oversee and advise on current risk
exposures of the company and future risk strategies and also
recommend the Board about risk assessment and minimisation
procedures. The risk management procedure is reviewed
by the Risk Management Committee and Board of Directors
periodically. Risk Management committee also reviewed the
Enterprise Risk Management Framework of the Company
which is developed based on the Risk Management policy of
the Company. The audit committee has additional oversight in
the area of financial risks and controls. To ensure the mitigation
of risk the Company manages monitors and reports on the
principal risks and uncertainties that can impact its ability to
achieve its strategic objectives.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established Corporate Social
Responsibility (CSR) Committee composed of Dr. Vajja Sambasiva
Rao as Chairperson, Prof. Seyed E. Hasnain, Shri Venkateswarlu
Jasti and Smt. J.A.S. Padmaja as members.

The Company continues to incur losses and not made any
profits during three immediately preceding financial years.
Therefore, there is no spending obligation of the Company
under CSR. Accordingly, the Statement on CSR activities is not
applicable. However, the CSR Committee reviewed the other
compliance requirements viz. formulating & monitoring the
CSR policy, etc. in accordance with the provisions of the law.
CSR policy of the Company can be accessed on the Company''s
website at the link:

http://www.suven.com/corporatesocialresponsibility.aspx

Directors and Key Managerial Personnel

During the year under review, the shareholders of the Company
at the Extra-ordinary General Meeting held on 05^th June, 2025,
approved the re-appointment of Smt. Sudharani Jasti (DIN:
00277998) as a Whole-time Director and KMP of the Company for
a further period of five years commencing from 01^st November,
2025 to 31^st October, 2030, whose office shall be liable to retire
by rotation.

In the opinion of the Board, all the Independent Directors
possess the integrity, expertise and experience including
the proficiency required to be Independent Directors of the
Company, fulfill the conditions of independence as specified

in the Act and the Listing Regulations and are independent
of the management and have also complied with the Code
for Independent Directors as prescribed in Schedule IV of the
Companies Act, 2013.

Changes in Key Managerial Personnel (KMP)

During the year under review, Mr. Shrenik Soni has resigned
from his position of Company Secretary and Compliance
Officer with effect from end of working hours of January 30,
2026. The Board of Directors in its meeting held on 29^th January,
2026 had on the basis of recommendations of Nomination and
Remuneration Committee, appointed Ms. K. Sangeetha Laxmi
(M. No. A40736) as Company Secretary and Compliance Officer
w.e.f. 02^nd February, 2026.

Except as stated above, the Company did not appoint any
Director or Key Managerial Personnel during the year under
review. None of the Director or other Key Managerial Personnel
has resigned during the year under review.

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 Companies Act, 2013 and
Regulation 25 of SEBI LODR Regulations and also affirmed
compliance with Code of conduct as required under Regulation
26(3) of the SEBI LODR Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013, Prof. Seyed E. Hasnain, Non-Executive Director (DIN:
02205199) of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.

The brief profile(s) of the director(s) seeking appointment/
re-appointment at the ensuing Annual General Meeting are
presented in the Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and as
per the SEBI (LODR) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of
its committees. The Independent Directors separately carried
out evaluation of Chairperson, Non-Independent Directors and
Board as a whole. The performance of each Committee was
evaluated by the Board, based on views received from respective
Committee Members. The overall performance evaluation of
the Individual Director was reviewed by the Chairperson of
the Board and feedback was given to Directors. The manner in
which the evaluation has been carried out has been explained
in the Corporate Governance Report.

Deposits

During FY 2025-26, the Company has not accepted any fixed
deposits, and, as such, no amount on account of principal or
interest on deposits was outstanding as on the date of the
balance sheet.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of Internal Controls
for effective conduct of business and ensure reliability of
financial reporting. Your Company has laid down set of
standards which enables to implement internal financial control
across the organisation 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 authorisation 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 unauthorised acquisition, use
or disposition of the assets that could have a material effect on
the financial statements. The Audit Committee of the Board
reviews reports submitted by the independent internal auditors
and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business
activities. Towards this, the Company has adopted a policy on
Vigil Mechanism and Whistle Blower 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
http://www.suven.com/policiesdocuments.aspx

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this report
as "Annexure - C".

Corporate Governance

A detailed Report on Corporate Governance prepared in
substantial compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
together with the Certificate issued by Practicing Company
Secretary regarding 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
(LODR) Regulations, 2015, is presented in a separate section
forming part of this Annual Report.

AUDITORS
Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,
2013 and the Rules framed thereunder the Company in its Annual
General Meeting (AGM) held on 04^th August 2022 has appointed
M/s. KARVY & Co., Chartered Accountants (Firm Registration No.
001757S), as statutory auditors of the Company for a period of
five years i.e. from the conclusion of the 33^rd Annual General
Meeting till the conclusion of the 38^th Annual General Meeting
to be held in the year 2027. The Report of the Statutory Auditors
does not contain any qualifications, reservation or adverse
remark except one comment on audit trail.

The Board notes the auditors'' comment regarding the absence
of an audit trail feature for Property, Plant and Equipment
records. This was due to the relocation of lab operations and the
ongoing migration to an upgraded record management system
during the year. The Company has initiated necessary steps to
implement a system-enabled audit trail to ensure compliant and
robust record-keeping going forward.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A of
SEBI (LODR) Regulations, 2015, M/s. DVM & Associates LLP,
(Firm Registration No. L2017KR002100) Company Secretaries,
was appointed as the Secretarial Auditors of the Company, for
a term of 5 (five) years commencing from Financial Year 2025-26
to 2029-30, at the 36^th AGM held on 22^nd August, 2025.

The Secretarial Audit Report for the financial year ended
March 31, 2026 forms part of this report as "Annexure - D".
The Secretarial Audit Report does not contain any qualifications,
reservation or adverse remark except one comment on
Regulation 19 of the SEBI LODR Regulations.

The Board notes the auditors'' comment on the penalty levied by
the Stock Exchanges for prior period for non-compliance under
Regulation 19 of the SEBI (LODR) Regulations. Based on the
Company''s detailed representations, BSE has granted a waiver,
while the application with NSE is under consideration. The Board
confirms that necessary corrective measures have since been
implemented to ensure continued compliance.

Cost records & Audit

During the year under review in terms of Cost (Records and
Audit) Amendment Rules, 2014 dated 31^st December 2014

issued by the Central Government, the requirement of Cost
Audit is not applicable to the Company.

The Company is maintaining such accounts and record as
specified by the Central Government and as applicable to the
Company under sub-section (1) of section 148 of the Companies
Act, 2013.

Employees Stock Option Scheme

The Company granted share-based benefits to eligible
employees with a view to attracting and retaining the best talent,
encouraging employees to align individual performances with
Company objectives, and promoting increased participation by
them in future growth of the Company.

Suven Life Employee Stock Option Scheme 2020
("SLSL ESOP 2020")

On September 17, 2020, pursuant to approval by the
shareholders in the AGM, the Board has been authorised to
introduce, offer, issue and provide share-based incentives to
eligible employees of the Company and its subsidiaries under
the SLSL ESOP 2020 scheme. In terms of the scheme the total
number of options to be granted are 10,00,000 of face value of
C1/- each.

The Nomination and Remuneration Committee (NRC) has
granted 345000 options under the SLSL ESOP 2020 scheme
during the year ended 31^st March, 2026. The granted options
shall vest in tranches as decided by the NRC. Further, the total
number of equity shares to be allotted to the employees of the
Company and its subsidiaries under the SLSL ESOP 2020 does
not cumulatively exceed 1% of the issued capital.

The SLSL ESOP 2020 is in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as
amended and there has been no material change to the plan/
scheme during the fiscal. Employee Compensation Expenses
(Share based payment expenses) for the year ended March 31,
2026, is C178.69 Lakhs, as given in Note No. 18 of standalone &
consolidated financial statements.

The details of Employees Stock Option Scheme pursuant
to Rule 12(9) of Companies (Share Capital and Debentures)
Rules, 2014 are provided as "Annexure - E" to this Report.
Further, information pursuant to Section 62 of the Companies
Act, 2013 read with Rules made thereunder and details of the
Scheme as specified in Part F of Schedule - I of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
are available on Company''s website and may be accessed at
www.suven.com.

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, forms part of this report as
"Annexure - F".

Transfer of Unpaid & Unclaimed Dividend and
underlying equity shares to Investor Education and
Protection Fund (IEPF)

In accordance with the applicable provisions of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
during the year under review, no equity shares were required
to be transferred to the Investor Education and Protection
Fund (IEPF) Authority, as there were no shares in respect of
which dividends had remained unpaid or unclaimed for seven
consecutive years from financial year 2018-2019 onwards.

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 Internal Complaints Committee as specified
under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Statement w.r.t. compliance with the provisions
relating to Maternity Benefits Act, 1961

Your Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All eligible
women employees have been extended the benefits under the
said Act, including maternity leave, nursing breaks, and other
statutory entitlements as prescribed. Your Company has duly
complied with the provisions of the Maternity Benefits Act, 1961,
as amended from time to time. Your Company continuously
strives to maintain a work environment that upholds the rights
and well-being of its women workforce in accordance with
applicable laws.

General

There are no Companies which become or ceased to be your
Company''s subsidiaries, joint ventures or associate Companies

during the year. The Company has complied with the provisions
of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

(i) Details of frauds reported by auditors under sub-section
(12) of section 143 other than those which are reportable to the
Central Government.

(ii) the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year.

(iii) the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along
with the reasons thereof.

(iv) 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.

Acknowledgements

Your Directors wish to place on record their gratitude to
Shareholders for the confidence reposed by them and thank
all the shareholders, customers, dealers, suppliers and other
business associates for their contribution to your Company''s
activities. The Directors also wish to place on record their
appreciation of the valuable services rendered by the executives,
staff and workers of the Company.

Your Directors also thank the Central Government and State
Government, the Financial Institutions and Banks for their
support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti

Place: Hyderabad Chairman & MD

Date: May 13, 2026 DIN: 00278028

Pain disorders, and Gastrointestinal disorders. Suven has 5 clinical-stage assets across focus areas: Masupirdine (SUVN-502) for the treatment of agitation in patients with dementia of the Alzheimer''s type (Phase 3 study ongoing); Samelisant (SUVN-G3031) for excessive daytime sleepiness (EDS) in narcolepsy (Phase 2 study for EDS completed; Phase 2 study for Cataplexy and pivotal Phase 3 study for EDS are in planning); Ropanicant (SUVN-911) for MDD (Open-label Phase 2a study completed; Placebo-controlled Phase 2b study ongoing); Usmarapride (SUVN-D4010) for cognitive disorders (Phase 2 study in planning), SUVN-I6107 for cognitive disorders (Phase 1 study ongoing). In addition to these clinical assets, we have 7 projects in research pipeline across multiple potential indications. Suven owns all intellectual property rights for its assets in all major markets.

During the year under review, your company has spent C3,043 Lakhs on Research & Development of drug discovery molecules and will continue to spend in the years to come. Your Company reported a loss of C(4,708) Lakhs for the financial year 2024-25. The Earnings per Share (EPS) of your Company is C(2.16) per share in fiscal 2024-25 from the previous year EPS of C(1.13) per share in fiscal 2023-24. Your Company''s standalone revenue from operations for the Financial Year 2024-25 is C666 Lakhs. The consolidated revenue from operations for the Financial Year 2024-25 remained the same as that of standalone revenue. The consolidated loss incurred C(16,074) Lakhs are mainly due to clinical development expenditure incurred by Suven Neurosciences, Inc., on various molecules in the clinical development programs.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

Research and Development

During the year, your company has spent C14,396 Lakhs (consolidated basis) on innovative R&D in CNS therapies. Suven has 4 clinical stage compounds, ongoing phase 3 study on Masupirdine (SUVN-502) on Agitation in Alzheimer''s type patients, completed Phase 2 study and ready for Phase 3 study on Samelisant (SUVN-G3031) on Narcolepsy (excessive day time sleep disorder), ongoing Phase 2 study on Ropanicant (SUVN-911) and ready for phase 2 study on Usmapride (SUVN-D4010).

In addition to these clinical assets, we have 7 projects in research pipeline across multiple potential indications.

The Company also regularly secures various product patents across the world as part of Research & Development of the Company to secure its discovery related innovation. The details on patent updates could be accessed at Company''s website http://www.suven.com/Patentupdates.aspx.

Dividend

In view of the losses, the Board of Directors has not recommended any dividend for the year under review.

Transfer to Reserves

The Company has not transferred any amount to the general reserve during the current financial year.

Share Capital

The paid up Equity Share Capital of the Company as on March 31,2025 was C2180.73 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return as at March 31,2025 can be accessed at Company''s website http://www.suven.com/annualreports.aspx.

Number of Meetings of the Board and Audit Committee

During the year under review, Five Board Meetings were convened and held and Four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors. Shri Santanu Mukherjee is the Chairperson of the Audit Committee and Dr. Vajja Sambasiva Rao, Smt. J.A.S. Padmaja are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required 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 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 that 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.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, specifying criteria for evaluation of performance and process. The Remuneration Policy is stated in the Corporate Governance Report and also available at Company website http://www.suven.com/ policiesdocuments.aspx.

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company''s website and can be accessed at http://www.suven.com/ policiesdocuments.aspx.

Particulars of Loans, Guarantees or Investments

Details of investments made are furnished in the Standalone Financial Statement which can be referred at Note No. 6(a) of the Standalone Financial Statement.

The Company did not give any Loans, or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary company i.e. Suven Neurosciences, Inc. The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the

provisions of Section 136 of the Act, the separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same or it can be also accessed on the website of your Company at http://www.suven.com/subsidiaryaccounts.aspx.

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. http://www.suven.com/policiesdocuments.aspx.

Material Changes and Commitments Affecting Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and date of this Report i.e. 13^th May, 2025. There has been no change in the nature of business of the Company.

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 Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - B".

Risk Management Policy

Business risks are inevitable for any business enterprise. Suven is an IP creating and protecting company, strictly adheres to and harmonize with the global patent regime. The Company through its Risk Management policy identifies the various risks and challenges, internally as well as externally and takes appropriate measures with timely actions to mitigate risk. Risk management committee oversee and advise on current risk exposures of the company and future risk strategies and also recommend the Board about risk assessment and minimization procedures. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors periodically. Risk Management committee also reviewed the Enterprise Risk Management Framework of the Company which is developed based on the Risk

Management policy of the Company. The audit committee has additional oversight in the area of financial risks and controls. To ensure the mitigation of risk the Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Dr. Vajja Sambasiva Rao as Chairperson, Prof. Seyed E. Hasnain, Shri Venkateswarlu Jasti and Smt. J.A.S. Padmaja as members.

The Company continues to incur losses and not made any profits during three immediately preceding financial years. Therefore, there is no spending obligation of the Company under CSR. Accordingly, the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law. CSR policy of the Company can be accessed on the Company''s website at the link: http://www.suven.com/corporatesocialresponsibility.aspx

Directors and Key Managerial Personnel

During the year under review, the shareholders of the Company at 35^th Annual General Meeting held on 02^nd August, 2024, approved the re-appointment of Shri Venkateswarlu Jasti (DIN: 00278028) as a Managing Director of the Company for further period of five years commencing from 01^st November, 2024 to 31^st October, 2029, whose office shall be liable to retire by rotation.

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

Except as stated above the Company did not appoint any Director or Key Managerial Personnel during the year under review. None of the Director or Key Managerial Personnel has resigned during the year under review.

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 Companies Act, 2013 and Regulation 25 of SEBI LODR

Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the SEBI LODR Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Smt. Sudharani Jasti, Whole-time Director (DIN: 00277998) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Independent

Directors separately carried out evaluation of Chairperson, Non Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The overall performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Deposits

During FY 2024-25, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of Internal Controls for effective conduct of business and ensure reliability of financial reporting. Your 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 reports submitted by the independent internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower 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: http://www.suven.com/policiesdocuments.aspx.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - C".

Corporate Governance

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with the Certificate issued by Practicing Company Secretary regarding 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 (LODR) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its Annual General Meeting (AGM) held on 04^th August 2022 has appointed M/s. KARVY & Co., Chartered Accountants (Firm Registration No. 001757S), as statutory auditors of the Company for a period of five years i.e. from the conclusion of the 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting to be held in the year 2027.

Auditors'' Report: The Auditors'' Report for the year under review does not contain any qualification, reservation or adverse remark.

The SLSL ESOP 2020 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and there has been no material change to the plan/ scheme during the fiscal. Employee Compensation Expenses (Share based payment expenses) for the year ended March 31, 2025, is C127.45 Lakhs, as given in Note No. 18 of standalone & consolidated financial statements.

The details of Employees Stock Option Scheme pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 are provided as "Annexure - E" to this Report. Further, information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on Company''s website and may be accessed at www.suven.com.

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, forms part of this report as "Annexure - F".

Transfer of Unpaid & Unclaimed Dividend and underlying equity shares to Investor Education and Protection Fund (IEPF)

During the FY 2024-25, the Company has transferred C4,62,491.00 Unpaid & Unclaimed Dividend to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the company has transferred 43244 equity shares held by 191 Shareholders respectively whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2017-18 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

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 Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

There are no Companies have become or ceased to be your Company''s subsidiaries, joint ventures or associate Companies during the year. The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

(ii) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(iii) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

(iv) 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.

Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s activities. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

The state of the company''s affairs

During the year under review, Company continued to advance its innovation on discovering and developing novel pharmaceutical products, for central nervous system ("CNS") disorders using G Protein-Coupled Receptor targets. Company''s focus has been on discovery and development of innovative molecules targeting diseases and areas, which has undiscovered medical treatment opportunities.

Company singularly focuses on development of "New Chemical Entities" ("NCEs") molecules for CNS diseases such as Alzheimer''s, various forms of Dementia, Narcolepsy, Major Depressive Disorder ("MDD"), Attention Deficient Hyperactivity Disorder ("ADHD"), Huntington''s disease, Parkinson, Bipolar disorder and different forms of neuropsychiatry disorders, gastro and pain. In Company''s clinical development pipeline Phase 3 Clinical Trial of SUVN-502 (Masupirdine) 5-HT6 antagonist for treatment of Agitation and aggression in Alzheimer''s type dementias, is ongoing. The company announced successful outcome of Phase 2 Clinical Trial of SUVN-G3031 (Samelisant), a H3 inverse agonist for treatment of Narcolepsy (excessive day time sleep disorder) and in the process of discussions with key opinion leaders for next phase.

During the year under review, your company has spent C2039 Lakhs on Research & Development of drug discovery molecules and will continue to spend in the years to come. Your Company reported a loss of C801 Lakhs for the financial year 2023-24. The Earnings per Share (EPS) of your Company is C(0.37) per share in fiscal 2023-24 from the previous year EPS of C( 1.13) per share in fiscal 2022-23. Your Company''s standalone revenue from operations for the Financial Year 2023-24 is C1169 Lakhs. The consolidated revenue from operations for the Financial Year 2023-24 remained the same as that of standalone revenue. The consolidated loss incurred C10508 Lakhs are mainly due to clinical development expenditure incurred by Suven Neurosciences, Inc., on various molecules in the clinical development programs.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

Research and Development

During the year, your company has spent C11443 Lakhs (consolidated basis) on innovative R&D in CNS therapies. Suven has 4 clinical stage compounds, ongoing phase 3 study on Masupirdine (SUVN-502) on Agitation in Alzheimer''s type patients, completed Phase 2 study on Samelisant (SUVN-G3031) on Narcolepsy (excessive day time sleep disorder), ongoing Phase 2 study on Ropanicant (SUVN-911) and ready for phase 2 study on Usmapride (SUVN-D4010).

In addition to these clinical compounds the Company has eleven (11) internally-discovered therapeutic drug candidates currently in various stages of pre-clinical development targeting conditions such as ADHD, agitation, dementia, bipolar disorders, psychosis, treatment resistant depression, Gastrointestinal disorders and pain and inflammation.

The Company also regularly secures various product patents across the world as part of Research & Development of the Company to secure its discovery related innovation. The details on patent updates could be accessed at Company''s website http://www.suven.com/Patentupdates.aspx.

Dividend

In view of the losses, the Board of Directors has not recommended any dividend for the year under review.

Transfer to Reserves

The Company has not transferred any amount to the general reserve during the current financial year.

Share Capital

The paid up Equity Share Capital of the Company as on March 31,2024 was C2180.73 lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return as at March 31,2024 can be accessed

at Company''s website http://www.suven.com/annualreports. aspx .

Number of Meetings of the Board and Audit Committee

During the year under review, Four Board Meetings were convened and held and Four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors. Shri Santanu Mukherjee is the Chairperson of the Audit Committee and Dr. Vajja Sambasiva Rao, Smt. J.A.S. Padmaja are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement Your Directors state that:

(a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required 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 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 that 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.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, specifying criteria for evaluation of performance and process. The Remuneration

Policy is stated in the Corporate Governance Report and also available at Company website http://www.suven.com/ policiesdocuments.aspx.

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company''s website and can be accessed at http:// www.suven.com/policiesdocuments.aspx.

Particulars of Loans, Guarantees or Investments

Details of investments made are furnished in the Standalone Financial Statement which can be referred at Note No. 6(a) of the Standalone Financial Statement.

The Company did not give any Loans, or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary company i.e. Suven Neurosciences Inc. The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same or it can be also accessed on the website of your Company at http://www.suven.com/subsidiaryaccounts.aspx.

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. http:// www.suven.com/policiesdocuments.aspx.

Material Changes and Commitments Affecting Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and date of this Report i.e. 06^th May, 2024. There has been no change in the nature of business of the Company.

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 Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - B".

Risk Management Policy

Business risks are inevitable for any business enterprise. Suven is an IP creating and protecting company, strictly adheres to and harmonize with the global patent regime. The Company through its Risk Management policy identifies the various risks and challenges, internally as well as externally and takes appropriate measures with timely actions to mitigate risk. Risk management committee oversee and advise on current risk exposures of the company and future risk strategies and also recommend the Board about risk assessment and minimization procedures. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors periodically. Risk Management committee also reviewed the Enterprise Risk Management Framework of the Company which is developed based on the Risk Management policy of the Company. The audit committee has additional oversight in the area of financial risks and controls. To ensure the mitigation of risk the Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Dr. Vajja Sambasiva Rao as Chairperson, Prof. Seyed E. Hasnain, Shri Venkateswarlu Jasti and Smt. J.A.S. Padmaja as members.

The Company continues to incur losses and not made any profits during three immediately preceding financial years. Therefore, there is no spending obligation of the Company under CSR. Accordingly, the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law. CSR policy of the Company can be accessed on the Company''s website at the link: http://www.suven.com/ corporatesocialresponsibility.aspx

Directors and Key Managerial Personnel

During the year under review, the shareholders of the Company at 34th Annual General Meeting held on 05th August, 2023, approved the reappointment of Mr. Santanu Mukherjee (DIN: 07716452) as an Independent director of the Company for a second term of five years with effect from 14th May, 2023 to 13th May, 2028, whose office shall not be liable to retire by rotation and also approved the reappointment of Mrs. J.A.S. Padmaja (DIN: 07484630) as an Independent director of the Company for a second term of five years with effect from 13th November, 2023 to 12th November, 2028, whose office shall not be liable to retire by rotation.

During the year under review, based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on January 30, 2024 appointed Dr. Vajja Sambasiva Rao (DIN: 09233939) as an Independent and NonExecutive Additional Director for a term of three (3) years i.e. up to 20^th January, 2027, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The shareholders approved his appointment as an Independent Director not liable to retire by rotation, through the postal ballot voting concluded on 05^th March, 2024. Dr. Vajja Sambasiva Rao was inducted as member of various committees of the Board, such details are given in the Corporate Governance Report.

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

Shri M Gopalakrishna ceased to be Director of the Company upon completion of his 2^nd term on 31st March, 2024. The Board places on record its sincere appreciation for the contribution made by him during tenure on the Board of the Company.

Except as stated above the Company did not appoint any Director or Key Managerial Personnel during the year under review. None of the Director or Key Managerial Personnel has resigned during the year under review.

The Board recommends the reappointment of Shri Venkateswarlu Jasti as Managing Director of the Company, to the shareholders. The notice convening the 35^th Annual General Meeting, to be held on 02^nd August, 2024, sets out the details.

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 Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the SEBI LODR Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Shri Venkateswarlu Jasti, Managing Director (DIN: 00278028) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Independent Directors separately carried out evaluation of Chairperson, Non Independ ent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The overall performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Deposits

During FY 2023-24, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of Internal Controls for effective conduct of business and ensure reliability of financial reporting. Your 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 reports submitted by the independent internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower 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 http:// www.suven.com/policiesdocuments.aspx.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - C".

Corporate Governance

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with the Certificate issued by Practicing Company Secretary regarding 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 (LODR) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

AUDITORS Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its Annual General Meeting (AGM) held on 04^th August 2022 has appointed M/s. KARVY & Co, Chartered Accountants (Firm Registration No. 001757S), as statutory auditors of the Company for a period of five years i.e. from the conclusion of the 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting to be held in the year 2027.

Auditors'' Report: The Auditors'' Report for the year under review does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries in Practice, Hyderabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as "Annexure - D". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

Cost records & Audit

During the year under review in terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31^st December 2014 issued by the Central Government, the requirement of Cost Audit is not applicable to the Company.

The Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

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, forms part of this report as "Annexure-E".

Employees Stock Option Scheme

The Company may grant share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

Suven Life Employee Stock Option Scheme 2020 ("SLSL ESOP 2020")

On September 17, 2020, pursuant to approval by the shareholders in the AGM, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the SLSL ESOP 2020 scheme. In terms of the scheme the total number of options to be granted are 10,00,000 of face value of C1/- each.

The nomination and remuneration committee (NRC) has not granted any options under the SLSL ESOP 2020 scheme during the year ended 31^st March, 2024. Upon the granting of the options it shall vest in one or more tranches based on the achievement of defined annual performance parameters as determined by the administrator (the NRC).

The total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the SLSL ESOP 2020 does not cumulatively exceed 1% of the issued capital.

The SLSL ESOP 2020 in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time and there has been no material change to the plans during the fiscal. The details of the SLSL ESOP 2020 including terms of reference and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company''s website at www.suven.com.

As the Company not yet granted any options during the year ended 31^st March, 2024, the details of the options granted, vested and exercised as per SLSL ESOP 2020 is not available in the Notes to accounts of the financial statements in this Annual Report.

Transfer of Unpaid & Unclaimed Dividend and underlying equity shares to Investor Education and Protection Fund (IEPF)

During the FY 2023-24, the Company has transferred C851,788.00 and C548,522.00 to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the company has transferred 8825 and 36194 equity shares held by 49 and 93 Shareholders respectively whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2015-16 and 2016-17 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

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 Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

There are no Companies have become or ceased to be your Company''s subsidiaries, joint ventures or associate Companies during the year. The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

(ii) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(iii) the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

(iv) 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.

Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s activities. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

has come down to B (2.84) per share in fiscal 202122 from the previous year EPS of B (1.78) per share in fiscal 2020-21.

Your Company''s standalone revenue from operations for the Financial Year 2021-22 is B 1184 Lakhs. The consolidated revenue from operations for the Financial Year 2021-22 remained the same as that of standalone revenue. The consolidated loss incurred B 12,200 Lakhs are mainly due to clinical development expenditure incurred by Suven Neurosciences, Inc., (formerly Suven Inc.,) on various molecules in the clinical development programs.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

Research and Development

During the year your company has spent C2453 Lakhs on innovative R&D in CNS therapies. Suven is a R&D company focused on discovering, developing the new chemical entities for unmet global medical needs to treat neurodegenerative diseases in CNS therapeutic segment. Suven has 4 clinical stage compounds, a phase 3 initiated Masupirdine (SUVN-502) on Agitation in Alzheimer''s type patients, a Phase 2 ongoing Samelisant (SUVN-G3031) on Narcolepsy (excessive day time sleep disorder), Phase 2 ready Usmapride (SUVN-D4010) and Ropanicant (SUVN-911).

In addition to these clinical compounds the Company has eleven (11) internally-discovered therapeutic drug candidates currently in various stages of pre-clinical development targeting conditions such as ADHD, agitation, dementia, bipolar disorders, psychosis, treatment resistant depression, Gastrointestinal disorders and pain and inflammation.

The Company also regularly secures various product patents across the world as part of Research & Development of the Company to secure its discovery related innovation. The details on patent updates could be accessed at Company''s website http://www.suven.com/Patentupdates.aspx.

Annual Return

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return as at 31^st March, 2022 can be accessed at Company''s website http://www.suven.com/annualreports.aspx .

Number of Meetings of the Board and Audit Committee

During the year under review Six Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors. Shri Santanu Mukherjee is the Chairperson of the Audit Committee and Shri M. Gopalakrishna, Smt. J.A.S. Padmaja are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required 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 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.

Subsidiary companies

Your Company has one international wholly owned subsidiary company i.e. Suven Neurosciences Inc., as on 31^st March, 2022. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same or it can be also accessed on the website of your Company at http://www.suven.com/subsidiaryaccounts.aspx.

Related Party Transactions

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as “Annexure-A”.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website.:

http://www.suven.com/policiesdocuments.aspx.

Material Changes and Commitments Affecting Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and date of this Report i.e. 07^th May, 2022. There has been no change in the nature of business of the Company.

the Company continue to incur losses and could not satisfy the other parameters as well to make CSR contributions in terms of the provision of the Act. Hence, the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law.

CSR policy of the Company can be accessed on the Company''s website at the link:

http://www.suven.com/corporatesocialresponsibility.aspx

Directors and Key Managerial Personnel

The Company did not appoint any Director or Key Managerial Personnel during the year under review. None of the Director or Key Managerial Personnel has resigned during the year under review.

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 Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Smt. Sudharani Jasti, Whole time Director (DIN: 00277998) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors

individually as well as the evaluation of the working of its Committees. The Independent

Directors separately carried out evaluation of Chairperson, Non Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The overall performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Deposits

During FY 2021-22, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of Internal Controls for effective conduct of business and ensure reliability of financial reporting. Your 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 reports submitted by the independent internal auditors and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on VigilMechanism and Whistle Blower 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 http://www.suven.com/policiesdocuments.aspx.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as “Annexure-C”.

Corporate Governance

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges together with the Auditors'' Certificate regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the 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 (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Auditors

Statutory Auditors

The tenure of M/s. TUKARAM & Co LLP, Chartered Accountants (Firm Registration No. 004436S), as the statutory auditors of the Company, will expire at the conclusion of ensuing 33^rd Annual General Meeting of the Company.

Hence, audit committee in its meeting held on 07^th May, 2022 considered and recommended to Board the appointment of M/s. KARVY & Co, Chartered Accountants (Firm Registration No. 001757S) as the statutory auditors of the Company for a term

of five consecutive years, from the conclusion of the ensuing 33^rd Annual General Meeting of the Company till the conclusion of 38^th Annual General Meeting to be held in the year 2027, subject to the approval of the Members of the Company.

Auditors'' Report: The Auditors'' Report for the year under review does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries in Practice, Hyderabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as “Annexure-D”. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

Cost records & Audit

During the year under review in terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31^st December 2014 issued by the Central Government, the requirement of Cost Audit is not applicable to the Company.

The Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

Business Responsibility Report

Pursuant to the SEBI Listing Regulations, a detailed Business Responsibility Report (BRR) is prepared. As a green initiative the BRR is placed on website of your company and can be accessed at web link at http://www.suven.com/annualreports.aspx

Employees Stock Option Scheme

The Company may grant share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees

Transfer of Unpaid & Unclaimed Dividend and underlying equity shares to Investor Education and Protection Fund (IEPF)

During the FY 2021-22, the Company has transferred B 11,98,169 to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the company has transferred 12,090 equity shares held by 43 Shareholders whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2013-14 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form I EPF-5 (available on www.iepf.gov.in) with a copy to the Company.

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 Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

There are no Companies have become or ceased to be your Company''s subsidiaries, joint ventures or associate Companies during the year.

The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

II. a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year".

III. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

IV. the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

V. 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.

VI. Acknowledgements

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s activities. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti

Place: Hyderabad, Chairman & CEO

Date: 7^th May, 2022 DIN: 00278028

To the Members of Suven Life Sciences Limited

The Company’s Board of Directors has pleasure in presenting this 29th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31st March, 2018.

(Rs. in lakhs)

REVIEW OF OPERATIONS

Your Company has performed well during the year under review and registered standalone revenue from operations of Rs 62,526 lakhs as against Rs 54,448 lakhs in the previous year. Profit after Tax (PAT) of the Company has gone up by 28% to Rs 15,815 lakhs from Rs 12,338 lakhs in the previous financial year. The Earnings per Share (EPS) of your Company has improved to Rs 12.43 in fiscal 2017-18 per share from the previous year EPS of Rs 9.69 in fiscal 2016-17 per share.

Your Company’s consolidated revenue from operations for the year 2017-2018 remained the same as that of standalone revenue. The consolidated profit after tax decreased to Rs 12,341 lakhs mainly due to clinical development expenditure incurred by Suven Neurosciences, Inc., (formerly Suven Inc.,) on SUVN-502.

EXPORTS

The exports of the Company continue to be a major chunk of revenue accounting for a volume of Rs 57,651 lakhs, representing 92% of the total revenue of Rs. 62,526 lakhs during the year under review.

DIVIDEND

Your Board of Directors has declared an interim dividend of Rs. 1.50 per equity share during January, 201 8. The total cash outflow on account of dividends including dividend tax paid is Rs. 2,298 lakhs. The Company has paid the interim dividend to the shareholders who are on the Register of Members of the Company as on the Record Date 07th February, 2018 and notified to the stock exchanges in terms of SEBI (LODR) Regulations, 2015. Keeping the funding requirements for meeting the expansion plans in view, the Board recommends that interim dividend already paid may please be treated as the final dividend for the year 2017-2018.

TRANSFER TO RESERVES

The Company transferred Rs. 1,500 lakhs to the general reserve during the current financial year.

RESEARCH AND DEVELOPMENT

During the year your company has spent Rs 6,390 lakhs on innovative R&D in CNS therapies accounting for 10% on sales. Suven is a biopharmaceutical company focused on discovering, developing and commercialising novel pharmaceutical products, which are first in class or best in class CNS therapies through the use of GPCR targets. Suven has 4 clinical stage compounds, a Phase 2 undergoing SUVN-502, Phase 2 ready SUVN-G3031, Phase 1 completed SUVN-D4010 and Phase 1 commenced SUVN-911.

In addition to these clinical compounds the Company has nine (9) internally-discovered therapeutic drug candidates currently in various stages of pre-clinical development targeting conditions such as ADHD, dementia, depression, Huntington’s disease, Parkinson’s disease and pain.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs.1272.82 lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 forms part of this report as “Annexure - A”.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review four Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms a part of this Annual Report.

The Audit Committee composed of all independent directors. Shri D. G. Prasad is the Chairman of the Audit Committee and Dr. M. R. Naidu and Shri M. Gopalakrishna are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Such Accounting policies have been selected and applied consistently and judgments and estimates made when required 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 and of the profit of the Company for that period.

iii) 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.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

v) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

vi) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIVIDEND POLICY

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company’s website and can be accessed at http://www.suven.com/pdf/ Policy-for-Dividend-Distribution.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has invested a sum of Rs 10,223 lakhs in Suven Neurosciences, Inc., (formerly Suven Inc.,) a wholly owned subsidiary as at 31st March, 2018 for its business purpose. Apart from the investment, the Company did not give any Loans, or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

SUBSIDIARY

The Company has one international wholly owned subsidiary company by name Suven Neurosciences, Inc., (formerly Suven Inc.,) in USA. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form AOC-1 forms part of Board’s Report as “Annexure B”. The separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary company is also available on the website of your Company at http://www.suven.com/ annual-reports.html

RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as “Annexure - C”

The Board has approved a policy for related party transactions which has been uploaded on the Company’s website.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 201 8 and the date of the Directors’ report i.e. 15th May, 2018.

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 Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as “Annexure - D”

RISK MANAGEMENT POLICY

The Board formulated a suitable risk policy to take care of unique business models of your Company: Contract Technical Services (CTS) and CRAMS. Suven is an IP creating and protecting company, strictly adheres to and harmonise with the global patent regime. To ensure the security and confidentiality of client data access to client data, is restricted to the senior most team leader working on the respective project and observes strict standards of confidentiality by entering into an internal CDA. We believe that strict compliances to the non-disclosure requirements insulate our company against risks relating to IPR infringement claims of our clients. In addition to these practices, your company regularly conducts safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri M. Gopalakrishna as Chairperson, Shri D. G. Prasad, Prof. Seyed E. Hasnain, Shri Venkateswarlu Jasti and Smt. Sudharani Jasti as members. The committee is responsible for formulating and monitoring the CSR policy of the Company. Annual Report on CSR Activities forms part of this Report as “Annexure - E”

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

APPOINTMENTS/ RESIGNATIONS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

The Company did not appoint any directors or Key Managerial Personnel during the year under review. All Independent Directors have given declarations confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. None of the Directors or Key Managerial Personnel has resigned during the year under review.

CHANGES IN DIRECTORS

Dr. K.V. Raghavan, Independent Director, passed away on 12th October, 2017. Your Directors deeply mourn the sudden demise of Dr. Raghavan and place on record their appreciation for the valuable contribution made by Dr. Raghavan during his tenure as Director on the Board of your Company.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Shri Venkateswarlu Jasti, Chairman & CEO retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down set of standards which enables to implement internal financial control across the organisation 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 authorisation 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 unauthorised acquisition, use or disposition of the assets that could have a material effect on the financial statements.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy a vigil 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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as “Annexure - F”

INVESTOR SERVICE

Your Company’s share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032, Phone No. 040-6716 1565 Fax No. 040 -2300 1153 for any query relating to Shares.

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE)

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchanges together with the Auditors’ Certificate regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the 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 (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its Annual General Meeting (AGM) held on 14th August 2017 has appointed M/s. TUKARAM & Co., Chartered Accountants (Firm Registration No. 004436S), as statutory auditors of the Company, from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting to be held in the year 2022. The Companies (Amendment) Act, 2017 dispensed the ratification of auditor’s appointment at every Annual General Meeting. Accordingly the Ordinary Business Agenda Item relating to ratification of statutory auditors appointment is not placed in the AGM. The Auditors’ Report does not contain any qualifications.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. dvmgopal & associates, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as “Annexure - G”. The Secretarial Audit Report does not contain any qualifications.

COST AUDIT

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria prescribed under Cost Audit Rules.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report (BRR) is prepared. As a green initiative the BRR is placed on website of your company and can be accessed at web link at http://www.suven.com/annual-reports.html

EMPLOYEES STOCK OPTION SCHEMES

During the year, there has been no material change in the ‘Suven Employees Stock Option Scheme, 2004’ (referred as ‘the scheme¹). The scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on the company’s web link at: http://suven.com/pdf/ESOP-Annexure_ to_the_Board’s_Report.pdf

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the company to the IEPF, which has been established by the central government.

The above referred rules now mandate transfer of dividends lying unpaid and unclaimed for a period of seven years as well as the underlying equity shares to IEPF. The company shall accordingly follow the prescribed procedures in this regard.

GENERAL

During the FY2018, there is no change in the nature of business of the company or of its wholly owned subsidiary (WoS) Suven Neurosciences, Inc., (formerly Suven Inc.,) in USA. There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company’s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti

Place: Hyderabad, Chairman & CEO

Date: 15 May, 2018 DIN: 00278028

To the Members of Suven Life Sciences Limited

FINANCIAL PERFORMANCE (Rs, in lakhs)

The Company''s Board of Directors has pleasure in presenting this 28th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31st March, 2017

REVIEW OF OPERATIONS

Your Company has performed well during the year under review and registered a standalone revenue from operations of Rs,54,448 lakhs as against Rs,50,028 lakhs in the previous year. Profit after Tax (PAT) of the Company has gone up by 24% to Rs,12338 lakhs from Rs,9,963 lakhs in the previous financial year. The Earnings per Share (EPS) of your Company has improved to Rs,9.69 in fiscal 2016-17 per share from the previous year EPS of Rs,7.83 in fiscal 2015-16 per share.

Your Company''s consolidated revenue from operations for the year 2016-2017 remained the same as that of standalone revenue. The consolidated profit after tax decreased to Rs,8709 lakhs due to clinical development expenditure incurred by Suven, Inc., on SUVN-502.

EXPORTS

The exports of the Company continue to be a major chunk of revenue accounting for a volume of Rs,49,963 lakhs, representing 92% of the total revenue of Rs,54,448 lakhs during the year under review.

DIVIDEND

Your Directors have declared an interim dividend of Rs,1.00 per equity share during February, 2017. The total cash outflow on account of dividends including dividend tax paid is Rs,1532 lakhs. The Company has paid the interim dividend to the shareholders who are on the Register of Members of the Company as on the Record Date 09th February 2017 notified to the stock exchanges in terms of SEBI (LODR) Regulations,

2015. Keeping the funding requirements for the expansion plans in view, the Board recommends that interim dividend already paid may please be treated as the final dividend for the year 2016-2017.

TRANSFER TO RESERVES

The Company transferred Rs,1200 lakhs to the general reserve during the current financial year.

RESEARCH AND DEVELOPMENT

During the year your company has spent Rs,6973 lakhs on innovative R&D in CNS therapies accounting for 13% on sales. Your Company''s focus remained on discovering, developing and commercializing novel pharmaceutical products, which are first in class or best in class CNS therapies through the use of GPCR targets. Suven has 4 clinical stage compounds, a Phase 2 undergoing SUVN-502, Phase 2 ready SUVN-G3031, Phase 1 completed SUVN-D4010 and Phase 1 commenced SUVN-911.

In addition to these clinical compounds the Company has nine (9) internally-discovered therapeutic drug candidates currently in various stages of pre-clinical development targeting conditions such as ADHD, dementia, depression, Huntington''s disease, Parkinson''s disease and pain.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2017 was Rs,1,272.83 lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2017 forms part of this report as "Annexure - A”.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review four Board Meetings were convened and held and four Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms a part of this Annual Report.

The Audit Committee composed of all independent directors. Shri D G Prasad is the Chairman of the Audit Committee and Dr M R Naidu, Dr K.V.Raghavan and Shri M Gopalakrishna are members of the Audit Committee. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Such Accounting policies have been selected and applied consistently and judgments and estimates made when required 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 and of the profit of the Company for that period.

iii) 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.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

v) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

vi) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIVIDEND POLICY

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company''s website and can be accessed at http://suven.com/P0LICY%20F0R%20 DIVIDEND%20DISTRIBUTI0N.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has invested a sum of Rs 6501 lakhs in Suven, Inc., a wholly owned subsidiary as at 31st March 2017 for its business purpose. Apart from the investment, the Company did not give any Loans, or provided Guarantees or any security during the year under the provisions of Section 186 of the Companies Act, 2013.

SUBSIDIARY

The Company has one international wholly owned subsidiary company by name Suven, Inc., in USA. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form AOC 1 forms part of Board''s Report as "Annexure B”. The separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements in respect of the subsidiary company is also available on the website of your Company at http://www.suven.com/AnnualReports.htm

RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure

- C”.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2017 and the date of the Directors'' report i.e. 13th May, 2017.

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 Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - D”.

RISK MANAGEMENT POLICY

The Board formulated a suitable risk policy to take care of unique business models of your Company: Contract Technical Services (CTS) and CRAMS. Suven is an IP creating and protecting company, strictly adheres to and harmonize with the global patent regime. To ensure the security and confidentiality of client data access to client data, is restricted to the senior most team leader working on the respective project and observes strict standards of confidentiality by entering into an internal CDA. We believe that strict compliances to the non disclosure requirements insulate our company against risks relating to IPR infringement claims of our clients. In addition to these practices, your company regularly conducts safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri M. Gopalakrishna as Chairperson, Shri Venkateswarlu Jasti and Smt. Sudharani Jasti as members. The committee is responsible for formulating and monitoring the CSR policy of the Company. Annual Report on CSR Activities forms part of this Report as "Annexure - E”.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

APPOINTMENTS/ RESIGNATIONS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

The Company did not appoint any directors or Key Managerial Personnel during the year. All Independent Directors have given declarations confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. None of the Directors or Key Managerial Personnel has resigned during the year under review.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013, Prof Seyed E Hasnain, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your 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 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.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy a vigil 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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - F”.

INVESTOR SERVICE

Your Company''s share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad -500 032, Phone No. 040-6716 1565 Fax No. 040 -2300 1153 for any query relating to Shares.

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE)

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (LODR) Regulations, 2015 with the Stock Exchanges together with the Auditors'' Certificate regarding the compliance of conditions of corporate governance, forms part of 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 (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

AUDITORS STATUTORY AUDITORS

M/s. Karvy& Co., Chartered Accountants (Firm Registration No. 001757S) were appointed as first auditors of the Company at the 1st AGM of the Company held on 07th September,1990 and would be rotated with new statutory auditors upon the conclusion of the 28th AGM in accordance with the provisions of the Companies Act, 2013.

Accordingly, as per the said requirements of the Act, M/s. TUKARAM & CO, Chartered Accountants (Firm Registration No. 004436S) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 28th AGM till the conclusion of the 33rd AGM, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Karvy& Co., Chartered Accountants.

The Audit Committee and the Board of Directors recommend the appointment of M/s. TUKARAM & CO, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 28th AGM till the conclusion of 33rd AGM, to the shareholders for approval.

COST AUDITORS

In terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria. However the Cost Auditors M/s DZR & Co., Cost Accountants are continuing in their office to carry out cost audit of company''s cost records on voluntary basis.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. dvmgopal & associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as "Annexure - G”.The Secretarial Audit Report does not contain any qualifications.

BUSINESS RESPONSIBILITY REPORT

A detailed Business Responsibility Report (BRR) is prepared. As a green initiative the BRR is placed on website of your company and can be accessed at we blink at http://www.suven.com/ AnnualReports.htm

EMPLOYEES STOCK OPTION SCHEMES

The applicable disclosures as stipulated under SEBI guidelines with regard to ''Suven Employees Stock Option Scheme, 2004'', as on 31 March 2017 annexed to this report.

GENERAL

During the FY2017, there is no change in the nature of business of the company or of its wholly owned subsidiary (WOS) Suven, Inc., in USA. There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti

Place: Hyderabad, Chairman & CEO

Date: 13 May 2017 DIN: 00278028

The Members of

Suven Life Sciences Limited

The Company''s Board of Directors has pleasure in presenting this 26th Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

Particulars 2014-15 2013-14 H in lakhs H in lakhs

(i) Revenue from operations 52,085.50 51,031.24

(ii) Operating expenditure 36,139.66 29,125.38

(iii) Depreciation and amortisation 1,177.57 883.74

(iv) Operating profit 14,768.27 21,022.12

(v) Interest expense 470.92 1,051.28

(vi) Other income 858.12 302.95

(vii) Profit before Tax 15,155.47 20,273.79

(viii) Tax expenses 4,280.44 5,858.04

(ix) Profit for the year 10,875.03 14,415.75

(x) Balance brought forward from previous year 15,617.65 6,069.01

(xi) Less: Adjustment of depreciation reserve as per Schedule II of Companies Act 2013 469.06 -

(xii) Profit available for appropriation 26,023.62 20,484.76

Appropriations:

(xiii) Proposed final dividend 763.69 2,920.72

(xiv) Tax on dividend 155.47 496.38

(xv) Difference in final dividend plus tax (2013-14 & 2012-13) 0.02 0.01

(xvi) Transfer to General Reserve 1,100.00 1,450.00

(xvii) Balance carried to balance sheet 24,004.42 15,617.65

REVIEW OF OPERATIONS

Fiscal 2014-2015 is yet another well performed year that registered a sales volume of Rs 52,086 lakhs as against Rs 51,031 lakhs in the previous year. Profit after Tax (PAT) of the Company was down by 25% to Rs 10,875 lakhs from Rs 14,416 lakhs in the previous financial year due to low value addition in the product line. The Earnings per Share (EPS) of your Company has come down to Rs 9.04 in fiscal 2014-15 per share from the previous year EPS of Rs 12.34 in fiscal 2013-14 per share.

EXPORTS

The exports continue to be the growth engine of your Company, accounting for a volume of Rs 47,990 lakhs, representing 92% of the total revenue of Rs 52,086 lakhs.

DIVIDEND

Your Directors have pleasure in recommending for approval of the members a dividend of Rs 0.60/- per share (60% on paid up value of Rs.1/- per share).

The total cash outflow on account of dividends payable including dividend distribution tax payable is Rs. 919.17 lakhs. If approved in the Annual General Meeting the dividend will be paid to the shareholders who are on the Register of Members of the Company as on the book closure date.

RESEARCH AND DEVELOPMENT

During the year Suven''s thrust on innovative R&D in CNS therapies continued with an R&D spend of Rs 5894 lakhs accounting to 11% on sales with an increase of 18% over the previous year.

During the year Suven''s lead clinical candidate SUVN-502 has successfully completed Phase 1b clinical trial thus paving the way for the compound to move into Proof of Concept (PoC) Phase 2a study in patients and the preparations are underway.

Also during the year SUVN-G 3031 successfully completed regulatory toxicological studies and entered into Phase 1 clinical trial in USA in preparation for it to move into Proof of Concept (PoC) Phase 2a study. In addition to the above compounds SUVN D-4010 is in its final stages of completing regulatory toxicological studies which will enable it to move into Phase 1 clinical trial in USA.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.1272.83 lakhs. During the year under review, the Company has issued and allotted 104,53,690 equity shares of Re 1/- each at a premium of Rs 190.32 per share ranking pari-passu in all respects with the existing shares of the Company by way of QIP Issue in accordance with the SEBI ICDR guidelines, except this, your company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as "Annexure - A".

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review five Board Meetings were convened and held on 22nd May 2014, 12th August 2014, 22nd September, 2014, 14th November 2014 and 10th February 2015 and five Audit Committee Meetings were convened and held on these dates.

The Audit Committee composed of all independent directors. Shri D G Prasad is the Chairman of the Audit Committee and Dr M R Naidu, Dr K.V.Raghavan and Shri M Gopalakrishna are members of the Audit Committee. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Such Accounting policies have been selected and applied consistently and judgements and estimates made when required 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 and of the profit of the Company for that period.

iii) 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.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

v) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

vi) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company did not give any Loans, nor provided Guarantees nor made Investments covered under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - B".

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Directors'' report i.e. 26th May, 2015.

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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - C".

RISK MANAGEMENT POLICY

The Board formulated a suitable risk policy to take care of unique business models of your Company: Drug Discovery & Development Support Services (DDDSS) and CRAMS. Suven is an IP creating and protecting company, strictly adheres to and harmonise with the global patent regime. To ensure the security and confidentiality of client data, access to client data is restricted to the senior most team leader working on the respective project and observes strict standards of confidentiality by entering into an internal CDA. We believe that strict compliances to the non disclosure requirements insulate our company against risks relating to IPR infringement claims of our clients. In addition to these practices, your company regularly conducts safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the assets against all perils with appropriate insurance policies.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri M. Gopala Krishna as Chairperson, Shri Venkateswarlu Jasti and Smt Sudha Rani Jasti as members. The committee is responsible for formulating and monitoring the CSR policy of the Company. Annual Report on CSR Activities forms part of this Report as "Annexure - D".

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

APPOINTMENTS/ RESIGNATIONS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

The Board of Directors had on the recommendations of Nomination and Remuneration Committee re-appointed Shri Venkateswarlu Jasti, Chairman & CEO and Smt Sudha Rani Jasti as Whole-time Director for a period of 5 years commencing from 1st November 2014. The Members of the Company had at the Extra Ordinary General Meeting held on 21st October 2014 approved the said re-appointments. The Board of Directors has on the recommendations of Nomination and Remuneration Committee and Audit Committee appointed Mr. P Subba Rao as Chief Financial Officer of the Company.

The Members in the 25th Annual General Meeting of the Company held on 12th August 2014 have appointed Dr M R Naidu, Dr K V Raghavan, Shri D G Prasad and Shri M Gopala Krishna as Independent Directors in accordance with the provisions of the Companies Act, 2013 for a period of 5 years with effect from April 1, 2014.

All Independent Directors have given declarations confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Directors or Key Managerial Personnel has resigned during the year under review.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,

2013, Shri Venkateswarlu Jasti, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/ re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down set of standards which enables to implement internal financial control across the organisation 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 authorisation and the maintenance of records that 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 unauthorised acquisition, use or disposition of the assets that could have a material effect on the financial statements.

VIGIL MECHANISM

The Company has put in place Whistle Blower Policy a vigil 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

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - E".

INVESTOR SERVICE

Your Company''s share registry operations (physical as well

as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, Phone No. 040-6716 1565 Fax No. 040 -2300 1153 for any query relating to Shares.

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE)

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Listing Agreements with the Stock Exchanges together with the Auditors'' Certificate regarding the compliance of conditions of corporate governance, forms part of Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

AUDITORS

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its Annual General Meeting held on 12th August 2014 has appointed M/s. Karvy & Co., Chartered Accountants, as statutory auditors of the Company, from the conclusion of the 25th Annual General Meeting till the conclusion of the 28th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. The Auditors'' Report does not contain any qualifications.

Cost Auditors

The Board has appointed M/s DZR & Co, Cost Accountants (Firm Registration No. 00173) as Cost Auditors for the financial year 2014-2015 to carry out the cost audit of Company''s Records in respect of Bulk Drugs and Intermediates. However In terms of Cost (Records and Audit) Rules, 2014 dated 31st December 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria. Cost Audit Report for the financial year 2013-2014 was filed within the prescribed time limit

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. dvmgopal & associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as "Annexure - F". The Secretarial Audit Report does not contain any qualifications.

GENERAL

There is no change in the nature of business of the Company. There are no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

On behalf of the Board of Directors Venkateswarlu Jasti Place: Hyderabad, Chairman & CEO Date: May 26, 2015 DIN: 00278028

The Company''s Board of Directors has pleasure in presenting this 24th Annual Report together with Audited Accounts of the Company for the financial year ended March 31, 2013

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 2012-13 2011-12

i. Revenue from operations 25788.46 20420.78

ii. Operating expenditure 20469.91 18106.13

iii. Depreciation and amortization 786.71 599.79

iv. Operating profit 4531.84 1714.86

v. Interest expense 1350.94 990.93

vi. Other income 104.34 190.25

vii. Profit before Tax 3285.24 914.18

viii. Provision for Tax 201.29 (522.06)

ix. Profit for the year 3083.95 1436.24

x. Balance brought forward

from previous year 3705.12 2825.93

xi. Profit available for appropriation 6789.07 4262.17

Appropriations:

xii. Proposed final dividend 350.49 350.20

xiii. Tax on dividend 59.57 56.81

xiv. Difference in final dividend

plus tax (11-12& 10-11) 0.02 0.04

xv. Transfer to General Reserve 310.00 150.00

xvi. Balance carried to

balance sheet 6069.01 3705.12

REVIEW OF OPERATIONS

Fiscal 2012-13 was a productive year for your company as can be seen that we have marched towards continued growth momentum over the previous year. The Company''s operational performance during the financial year 2012-13 was quite impressive with a sales volume of Rs. 25,788 lakhs as against Rs. 20,421 lakhs in the previous year recording a growth of more than 26 percent. The exports turnover increased by 18 percent, from Rs. 19,358 lakhs in the previous financial year to Rs. 22,881 lakhs in the financial year under review. Profit After Tax (PAT) of the Company increased by 114 percent to Rs. 3,084 lakhs from Rs. 1,436 lakhs in the previous financial year. Your Company''s spend on Discovery R&D continued to the tune of Rs. 3,583 lakhs representing nearly 14% to turnover. The Earnings Per Share (EPS) of your Company has gone up to Rs. 2.64 in fiscal 2012-13 per share from the previous year EPS of Rs. 1.23 in fiscal 2011-12 per share, registering a growth of 115%.

EXPORTS

Exports continue to be major chunk of revenues of your Company by registering a volume of Rs. 22,882 lakhs representing 89% of total turnover of Rs. 25,788 lakhs.

DIVIDEND

Your Directors are pleased to recommended a dividend of Re 0.30 paisa per equity share of Re 1/- each (@ 30%) for the financial year 2012-13 which will absorb a sum of Rs. 4 1 0 lakhs including tax on dividend on paid-up capital of the Company. If approved in the Annual General Meeting the dividend will be paid to the shareholders who are on the Register of Members of the Company as on the book closure date.

RESEARCH AND DEVELOPMENT

As a research-based biopharmaceutical company, we are committed to applying innovative science and technology in search of new CNS therapies for better living. We continue to prioritise our resources and focus on discovery activities to develop innovative, cost-effective medicines that address significant unmet medical needs in the treatment of cognitive impairment associated with neurodegenerative disorders such as Alzheimer''s disease, Attention Deficient Hyperactivity Disorder (ADHD), Huntington''s disease, Parkinson, Schizophrenia in our existing pipeline of CNS therapeutic areas and also in the area of depression, Pain and Obesity which we believe are most likely to deliver technical and commercial success.

During the year under review, we continued our research focus on our twelve (12) internally-discovered therapeutic drug candidates currently in pre-clinical stage of development targeting conditions such as ADHD, dementia, depression, Huntington''s disease, Parkinson''s disease and obesity in addition to developmental candidate SUVN-502 for Alzheimer''s disease and Schizophrenia.

Your Company''s major qualitative achievements during the year include Suven getting Pharmexcil''s "Platinum Patent Award" for securing the most number of product and process patents under overall category, fourth year in a row.

CORPORATE SOCIAL RESPONSIBILITY

Our philosophy is to lend a helping hand to the underserved in our society through the support of various charities like old age homes, children''s education by constructing schools, drinking water supply, and health centers. Implementing this philosophy in spirit, we make a positive contribution to the communities in which we operate, and encourage support in health and education/sports programs with an aim to bring sustainable improvements to underserved people.

DIRECTORS

Dr. K V Raghavan, Director and Mr. D G Prasad, Director retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Mr. M Gopalakrishna has joined the Board on 14th November 2012 as Additional Director. Dr Matin Tolar has resigned from the Board w.e.f. 16th January 2013 due to his pre-occupation.

The brief profiles of the director(s) seeking appointment/re- appointment at the ensuing Annual General Meeting are presented in the Annual Report.

INVESTOR SERVICE

Your Company''s share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Plot No-17 to 24, Vittalrao Nagar, Madhapur, Hyderabad - 500 081 (Phone Nos. 040-23420818, 23420828 Fax No. 040 -23420814) for any query relating to Shares.

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE)

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Listing Agreements with the Stock Exchanges together with the Auditors'' Certificate regarding the compliance of conditions of corporate governance, forms part of Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

AUDITORS

Statutory Auditors

Your Company''s Auditors, Messrs Karvy & Co., Chartered Accountants retire at the conclusion of forthcoming Annual General meeting and being eligible, offer themselves for re- appointment.

Cost Auditors

The Products classified as "bulk drugs" are subjected to Cost Audit in terms of Section 233B of the Companies Act read with the Central Government Rules. M/s. D Z R & Co., Cost Accountants have been re-appointed as the Cost Auditors for the year ending 31st March 2014 having been appointed for the FY 2012-13.

The Cost Audit Report for the year ended 31st March 2012 was reviewed by the Audit Committee at their meeting held on 14th November 2012 and has been filed on 7th January 2013 well within the extended due date of 28th February 2013.

The Cost Audit for the year ended 31st March 2013 is in progress and the Cost Audit Report will be filed within the stipulated time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Board of Directors confirms that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Accounting policies have been selected and applied consistently and judgements and estimates made when required 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 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees pursuant to the provision of Sec 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

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

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is enclosed herewith and forms part of the Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company''s growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

On behalf of the Board of Directors

Place : Hyderabad, Venkateswarlu Jasti

Date : 14th May, 2013 Chairman & CEO

The Company's Board of Directors has pleasure in presenting this 23rd Annual Report together with Audited Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. lakhs)

Particulars 2011-12 2010-11

i. Revenue from operations 20420.78 15043.39

ii. Operating expenditure 18106.13 13688.62

iii. Depreciation and amortization 599.79 544.55

iv. Operating profit 1714.86 810.22

v. Interest expense 990.93 610.52

vi. Other income 190.25 125.75

vii. Profit before Tax 914.18 325.44

viii. Provision for Tax (522.06) (714.50)

ix. Profit for the year 1436.24 1039.95

x. Balance brought forward from

previous year 2825.93 1764.81

xi. Profit available for

appropriation 4262.17 2804.76

Appropriations:

xii. Proposed final dividend 350.20 291.82

xiii. Tax on dividend 56.81 47.34

xiv. Difference in final dividend

plus tax (10-11& 09-10) 0.04 1.97

xv. Transfer to General Reserve 150.00 110.00

xvi. Balance carried to balance sheet 3705.12 2353.62

REVIEW OF OPERATIONS

The Company continued its strong growth momentum during the year under review. The Company's revenue from operations during the financial year 2011-12 stood at Rs.20421 lakhs against Rs.15043 lakhs in the previous year recording a growth of more than 35 percent. The exports turnover increased by 42 percent, from Rs.13601 lakhs in the previous financial year to Rs.19358 lakhs in the financial year under review. Profit after tax (PAT) of the Company increased by 38 percent to Rs.1436 lakhs from Rs.1040 lakhs in the previous financial year, despite spend on Discovery R&D activities to the tune of Rs.3368 lakhs representing nearly 16 % to turnover of your company. The Earnings per Share (EPS) of your Company has gone up to Rs.1.23 in fiscal 2012 per share from the previous year EPS of Re 0.89 in fiscal 2011 per share, registering a growth of 38%

EXPORTS

Your Company has achieved an export revenue of Rs.19358 lakhs out of the total turnover of Rs.20421 lakhs representing 95%.

DIVIDEND

Your Directors are pleased to recommended a dividend of Re

0.30 paisa per equity share of Re 1/- each (@ 30 %) for the financial year 2011-12 which will absorb a sum of Rs.407 lakhs including tax on dividend on paid up capital of the Company. If approved in the Annual General Meeting the dividend will be paid to the shareholders who are on the Register of Members of the Company as on the book closure date.

AMALGAMATION OF SUVEN NISHTAA PHARMA PVT LTD, (NISHTAA)

Nishtaa - a group company has become a wholly owned subsidiary of your Company w.e.f. 31st December 2011. The Board of Directors in its meeting held on 31st January 2012 has given its consent for amalgamation of Nishtaa with Suven. The Scheme of Amalgamation of Nishtaa with Suven effect from 1st January 2012 (Appointed date) has been sanctioned by the Hon'ble High Court of Andhra Pradesh on 10th July 2012. The Audited Annual Accounts for the year under review were presented in accordance with the said Scheme of Amalgamation.

The amalgamation has enabled better utilization of resources and capital and creation of an integrated Corporate Structure for business development of your company, achieving economies of scale, operational and managerial efficiency and enhanced resource mobilization required for growth. It would also result in uniform management philosophy, utilization of common pool of talent, flexibility in funding expansion plans and achieving better cash flows substantially enhancing shareholders' value. The amalgamation also enhances the competitive strength of the Company to participate vigorously in high growth opportunities available in the Pharmaceutical Sector.

CORPORATE SOCIAL RESPONSIBILITY

Our philosophy is to lend a helping hand to the underserved in our society through the support of various charities like old age homes, children's education by constructing schools, drinking water supply, and health centers. Implementing this philosophy in spirit, we make a positive contribution to the communities in which we operate, and encourage support in health and education/sports programs with an aim to bring sustainable improvements to underserved people.

RESEARCH AND DEVELOPMENT

Suven's major thrust on innovative R&D in Drug Discovery continues with a spending of Rs.3368 lakhs (16% on sales revenue) for the year ended March 2012. During the year there were major qualitative achievements with the grant of 96 product patents and 9 process patents totaling to 105 patents to Suven's R&D pipeline which consists of 13 molecules out of which twelve (12) molecules currently in pre-clinical stage of development in addition to developmental candidate SUVN-502 for Alzheimer's disease and Schizophrenia. Also during the year under review, Suven bagged Pharmexcil's "Patent Award" for securing the most number of product patents during 2011 for their New Chemical Entities (NCE's) under Gold Category third year in a row.

Suven is committed to neuroscience research and for development of new treatments for neurological disorders. Suven's discovery research focuses on Central Nervous System (CNS) disorders through novel mechanisms using small- molecule medicinal chemistry approaches. Suven's CNS drug discovery scientists are pursuing innovative ways to develop treatments for a variety of CNS disorders like Alzheimer's, Schizophrenia, Depression, Cognitive disorders, Sleep, Neuro- degeneration and Obesity through CNS targets.

DIRECTORS

Prof Syed E Hasnain and Dr M R Naidu retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief profiles of the director(s) seeking appointment/re- appointment at the ensuing Annual General Meeting are presented in the Annual Report.

INVESTOR SERVICE

Your Company's share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Plot No-17 to 24, Vittalrao Nagar, Madhapur, Hyderabad - 500 081 (Phone Nos. 040-23420818, 23420828 Fax No. 040 -23420814) for any query relating to Shares.

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE)

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Listing Agreements with the Stock Exchanges together with the Auditors' Certificate regarding the compliance of conditions of corporate governance, forms part of Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

AUDITORS Statutory Auditors

Your Company's Auditors, Messrs Karvy & Company, Chartered Accountants retire at the conclusion of forthcoming Annual General meeting and being eligible, offer themselves for re-appointment.

Cost Auditors

In pursuance of Section 233(B) of the Companies Act, 1956, the Central Government has directed audit of the Cost Accounting Records of your Company. The Cost Audit Report for the Financial Year 2011-12 is in process and the Report will be submitted to the Central Government within the prescribed time limit.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Board of Directors confirms that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made when required 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 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees pursuant to the provision of Sec 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

Name of Employee Age Designation/ Gross Qualification Nature of Remuneration Duties Rs.in Lakhs

Dr. N.V.S.Ram akrishna 50 Vice- President 103.50 M.Sc., Ph.D. (Discovery Research)



Name of Employee Experience Date of Particulars in years Commence- of last ment Employment

Dr.N.V.S.Rama krishna 23 04/03/2002 Vice-President

(Discovery Research) Zydus Cadila

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

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is enclosed herewith and forms part of the Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company's growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

On behalf of the Board of Directors

Place : Hyderabad, Venkateswarlu Jasti

Date : 14th August, 2012 Chairman & CEO

Dear Members,

The Company's Board of Directors has pleasure in presenting this 22nd Annual Report together with Audited Accounts of the Company for the financial year 2010-11.

FINANCIAL RESULTS

Current Year Previous Year

Ended 31-03-11 Ended 31-03-10

(Rs. in Lakhs) (Rs. in Lakhs)

Sales and other incomes 15222.56 13388.83

Gross Profit 1480.51 1393.73

Less: Interest 610.52 494.03

Depreciation 544.55 529.14

Profit before Tax 325.44 370.56

Less: Provision for Taxation (714.51) (329.50)

Profit after Tax 1039.95 700.06

Add: Balance brought forward 1764.81 1473.55

Profit available for

appropriation 2804.76 2173.61

Appropriations:

Dividend 291.82 289.69

Dividend tax 47.34 48.11

Difference in final

dividend plus tax (09-10) 1.97 0.00

Transfer to General Reserve 110.00 71.00

Balance carried forward 2353.62 1764.81

REVIEW OF OPERATIONS

During the year under review, your company has recorded a total income of Rs. 15222.56 lakhs comprising exports revenue of Rs. 13601.37 lakhs, domestic revenue of Rs. 1442.02 lakhs, other income of Rs. 125.74 lakhs and increase in stocks of Rs. 53.43 lakhs. Your company made profit after tax of Rs. 1039.95 lakhs for the financial year ended 31st March 2011, despite regular spend on Discovery R&D activities to the tune of Rs. 3338.79 lakhs representing nearly 22.10% to turnover of your company.

EXPORTS

Your Company has continued to achieve 90% export turnover which is to the tune of Rs. 13601.37 lakhs out of the total turnover of Rs. 15104.23 lakhs

DIVIDEND

Your Directors are pleased to recommend a dividend Rs. 0.25 paisa per share on face value of equity share of Rs. 1/- each (@ 25%) for the financial year 2010-11 which will absorb a sum of Rs. 339.17 lakhs including tax on dividend on paid up capital of the Company. If approved in the Annual General Meeting the dividend will be paid to the shareholders who are on the Register of Members of the Company as on the book closure date.

RESEARCH AND DEVELOPMENT

Suven is continuing its thrust on innovative R&D in the area of CNS disorders. The spend on this account is Rs. 3338.79 lakhs which is 22.10% of the turnover during the year under retrospect. Suven's lead clinical candidate SUVN-502 has successfully completed long term regulatory safety toxicology studies. These regulatory tox studies are essential for FDA approval to initiate human phase 2a clinical trials in patient population. These studies have demonstrated very high Margin of Safety (MOS) paving the way to commence Phase 2a PoC (Proof of Concept) studies during the fiscal 2011/12. Your Company has twelve internally-discovered therapeutic drug candidates currently, in pre-clinical stage of development targeting conditions such as ADHD, dementia, depression, Huntington's disease. Parkinson's disease and 2 out of that pipeline is expected to move into Phase 1 clinical studies during the fiscal 2011/12.

SOCIAL RESPONSIBILITY

At Suven, we view Social Responsibility as a true effort to influence society in a manner that earns the trust and respect of stakeholders and society. We believe that economic performance and social responsibility can go hand in hand, when there is a genuine consideration of our impact on the communities and the environment in which we live and work. Your company has made contributions to various charities like schools for education, health centers and old age homes etc during the year.

DIRECTORS

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr K V Raghavan and Mr D G Prasad retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

The brief profiles of the director(s) seeking appointment/re- appointment at the ensuing Annual General Meeting are presented in the Annual Report.

INVESTOR SERVICE

Your Company's share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at Plot No-17 to 24, Vittalrao Nagar, Madhapur, Hyderabad - 500 081 (Phone Nos. 040-23420818, 23420828 Fax No. 040 -23420814) for any query relating to Shares.

The shares of the Company are listed on National Stock exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE)

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Listing Agreements with the Stock Exchanges together with the Auditors' Certificate regarding the compliance of conditions of corporate governance, forms part of Annual Report. A Report on Management Discussion and Analysis is prepared and attached to the Director's Report.

COST AUDIT

In pursuance of Section 233(B) of the Companies Act, 1956, the Central Government has directed audit of the Cost Accounting Records of your Company. The Cost Audit Report for the Financial Year 2010-11 is in process and the Report will be submitted to the Central Government within the prescribed time limit.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Board of Directors confirms that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Accounting policies have been selected and applied consistently and judgements and estimates made when required 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 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the Public during the year under review.

AUDITORS

The Auditors, Karvy & Company, Chartered Accountants retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment.

PERSONNEL

Statement of particulars of employees pursuant to the provision of Sec 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

Name of Employee Age Designation/ Gross Qualific -ation Experience Date of Particulars Nature of Remune ration in years Commence of last Duties Rs. in Lakhs -ment Employment

Dr N.V.S. Rama krishna 49 Vice- President 97.50 M.Sc, PhD 22 Years 04-03- 2002 Vice- President (Discovery (Discovery Research) Research) Zydus Cadila

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

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is enclosed herewith and forms part of the Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company's growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

On behalf of the Board of Directors

Place : Hyderabad VENKATESWARLU JASTI

Date:30th May 2011 Chairman & CEO

The Companys Board of Directors has pleasure in presenting this 21st Annual Report together with Audited Accounts of the Company for the financial year 2009-10.

FINANCIAL RESULTS

Current Year Previous Year Ended 31-03-10 Ended 31-03-09 (Rs in Lakhs) (Rs in Lakhs)

Sales and other incomes 13388.83 14614.60

Gross Profit 1393.73 2276.70

Less: Interest 494.03 674.94

Depreciation 529.14 502.15

Profit before Tax 370.55 1099.68

Less: 1) Exceptional Item 0.00 590.00

2) Provision for Taxation (329.51) (202.55)

Profit after Tax 700.06 712.22

Add: Balance brought forward 1473.55 1200.24

Profit available for appropriation 2173.61 1912.47 Appropriations:

Dividend 289.69 289.69

Dividend tax 48.11 49.23

Transfer to General Reserve 71.00 100.00

Balance carried forward 1764.81 1473.55

YEAR IN RETROSPECT

During the year under review, your company has achieved a total income of Rs 13388.83 lakhs comprising exports revenue of Rs 11687.17 lakhs and domestic revenue of Rs 1295.05 lakhs and other income of Rs 49.39 lakhs. We could maintain Profit after tax of around 7 crores inspite of global meltdown which has affected your companys revenue reduction by about 10% with the postponement and cancellations of the orders from global pharma majors during the year in retrospect.

EXPORTS

Despite global economic slowdown, your Company is able to sustain 90% turnover as export revenue which is to the tune of Rs 11687.17 lakhs

DIVIDEND

Your Directors are pleased to recommend a dividend Re 0.25 paisa per share on face value of equity share of Re 1/- each (@ 25%) for the financial year 2009-10 which will absorb a sum of Rs 337.80 lakhs including tax on dividend on the paid up capital of the Company. If approved in the Annual General Meeting the dividend will be paid to the shareholders who are on the Register of Members of the Company as on the book closure date.

RESEARCH AND DEVELOPMENT

SUVEN continues to focus on innovative R&D in the area of CNS disorders by spending Rs 3660.31 lakhs which is 28.19% of the turnover during the year under retrospect. Suvens lead clinical candidate SUVN-502 will commence its Phae 2a PoC (Proof of Concept) studies during the fiscal 2010/11 after completion of long term safety toxicology. Your Company has twelve internally-discovered therapeutic drug candidates currently, in pre-clinical stage of development targeting conditions such as ADHD, dementia, depression, Huntingtons disease. Parkinsons disease and 3 out of that pipeline is expected to move into Phase 1 clinical studies during the fiscal 2010/11.

Your Company is negotiating for an additional Collaborative Research Partnership (CRP) project with a global pharma major.

EVENTS AFTER THE BALANCE SHEET DATE

On 5th April 2010 a fire accident occurred in leased warehouse which is away from the main R&D unit of your company at Jeedimetla, RR Dist. Andhra Pradesh where the existing raw material stocks worth Rs 95 lakhs were burnt which were fully insured.. Your Company has lodged a claim with the insurance company for recovery of the estimated loss of Rs 95 lakhs and the claim is under process.

SOCIAL RESPONSIBILITY

Your company continues to shoulder its social responsibility and has made contributions to various charities like education, sports, spiritual and cultural programs and provided Reverse Osmosis systems and dug bore wells for the supply of drinking water to the neighboring villages around the plant facilities during the year.

DIRECTORS

The previous tenures of Shri Venkateswarlu Jasti , Chairman & CEO and Smt Sudha Rani Jasti, Wholetime Director of your company which have come to an end on 3rd January 2010, have been renewed for a further period of 5 years each w.e.f. 4th January 2010 in accordance with the applicable provisions of the Companies Act, 1956.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr S Ramachandran and Dr M R Naidu retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Prof. Syed E Hasnain has joined the Board of your Company as additional director on April 30,2010..

The brief profiles of the director(s) seeking appointment/re- appointment at the ensuing Annual General Meeting are presented in the Annual Report.

INVESTOR SERVICE

Your Companys share registry operations (physical as well as electronic form of holdings) will continue with Karvy Computershare Private Limited, Registrars and Transfer Agents. They can be contacted at plot no-17 to 24,Vittalrao Nagar ,Madhapur ,Hyderabad -500 081 (Phone Nos. 040- 23420818,23420828 fax no.040-23420814) for any query relating to Shares.

The shares of the Company are listed on National Stock exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE)

REPORT ON CORPORATE GOVERNANCE

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of Listing Agreements with the Stock Exchanges together with the Auditors Certificate regarding the compliance of conditions of corporate governance, forms part of Annual Report. A

Report on Management Discussion and Analysis is prepared and attached to the Directors Report.

COST AUDIT

In pursuance of Section 233(B) of the Companies Act, 1956, the Central Government has directed audit of the Cost Accounting Records of your Company. The Cost Audit Report for the Financial Year 2009-10 is in process and the Report will be submitted to the Central Government within the prescribed time limit.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Board of Directors confirms that:

i) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

ii) Accounting policies have been selected and applied consistently and judgements and estimates made when required 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 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the Public during the year under review.

AUDITORS

The Auditors, Karvy & Company, Chartered Accountants retire at the conclusion of this Annual General meeting and being eligible, offer themselves for reappointment.

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

The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 with respect to these matters is enclosed herewith and forms part of the Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Companys growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

On behalf of the Board of Directors

Place : Hyderabad, Venkateswarlu Jasti

Date:30th April 2010 Chairman & CEO