Sai Parenterals Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Directors have pleasure in presenting the 25^th Board''s Report of the Company together with the Audited Statements
of Accounts (Standalone and Consolidated) for the year ended 31^st March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the financial year ended 31^st March, 2026 has been as under:

2. REVIEW OF OPERATIONS:

Revenues - Standalone

During the year under review, the Company has
recorded total income of H 1649.93 million and
net profit of H 167.77 million as compared to total
income of H 1245.86 million and net profit of H 102.83
million achieved on standalone basis in the previous
financial year.

Revenues - Consolidated

During the year under review, the Company has
recorded an income of H 3895.18 million and net
profit of H 142.59 million as compared to sales and
other income of H 1637.43 million and net profit of
H 144.77 million achieved in the previous financial year.

Business update and state of company''s affairs:

The information on Company''s affairs and
related aspects is provided under Management
Discussion and Analysis Report, which has been
prepared, inter-alia, in compliance with Regulation
34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and forms part of
the Annual Report.

Change in the nature of the business, if any

During the period under review and the date
of Board''s Report there was no change in the
nature of business pursuant to inter-alia Section

134 of the Companies Act, 2013 and Companies
(Accounts) Rules, 2014.

3. INITIAL PUBLIC OFFERING

During the year under review, the Company has
successfully completed its Initial Public Offer (IPO)
through issue of 72,70,408 Fresh equity shares
aggregating to a sum of H 285 crore and an Offer
for Sale of 31,57,880 shares aggregating to H 124
crores, aggregating total offer to H 409 crores
through book-building.

In April 2026, the Company launched its IPO, marking
a significant moment in its corporate journey. Key
details of the IPO are as follows:

• Issue Period: 24^th March 2026 to 27^th March, 2026

• Price Band: H 372 to H 392 per equity share

• Issue Size: H 409 Crores

• Subscription Details:

a) QIBs: 1.73 times

b) Non-Institutional Investors: 2.45 times

c) Retail Individual Investors: 0.12 times

d) Total: 1.08 times

• Listing Performance: The shares debut at
H 400/- on National Stock Exchange of India
Limited (NSE) at a premium of 2.04% and at
H 405/- on BSE Limited (BSE), reflecting a
3.32% premium over the issue price.

The Equity Shares of the Company were listed on NSE
and BSE in April, 2026. The issue was led by book
running lead manager Arihant Capital Markets Limited.

Your directors would like to thank the Merchant
Bankers, legal counsels and other Stakeholders
for their support to the Company in achieving a
successful IPO and listing.

Your directors extend their heartfelt gratitude to the
members for investing / subscribing for the Equity
shares in the IPO and reposing their continuous
trust and faith in the Company and its management.

4. DIVIDEND

During the year under the review and at the date of
this report, the Company has not paid or declared
any dividend to its shareholders.

5. BUSINESS UPDATE AND STATE OF
COMPANY''S AFFAIRS:

The information on Company''s affairs and related
aspects is provided under Management Discussion
and Analysis report, which has been prepared,
inter-alia, in compliance with Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements)
regulations, 2015 and forms part of this Report.

6. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of
the Companies Act, 2013, the company has not

transferred any amount to general reserves account
of the company during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS,
IF ANY:

During the period under review and up to the date
of Board''s Report there was no change in the
nature of Business.

8. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments
affecting financial position of the Company between
31^st March 2026 and the date of Board''s Report.
(i.e., 11.08.2026)

9. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements
for the year under review.

10. AUTHORISED AND PAID-UP CAPITAL OF
THE COMPANY AND CHANGES THEREON:

The Authorized Share Capital of the Company as on
31^st March, 2026 stands at H 25,76,17,185/- (Rupees
Twenty-Five Crores Seventy-Six Lakh Seventeen
Thousand One Hundred and Eighty-Five Only)
divided into 5,15,23,437 (Five Crore Fifteen Lakh
Twenty-Three thousand four thirty-seven Only)
Equity shares of H 5.00/- (Rupees Five Only) each.

The Paid- Up Capital of the Company stands as
on 31^st March, 2026 at H 22,08,96,155/- (Rupees
Twenty-Two Crores Eight Lakh Nighty Six Thousand
One Fifty-Five Only) divided into 4,41,79,231
(Rupees Four Crores Fouty One Lakh Seventy-Nine
Thousand Two Thirty-One only) Equity shares of
face value H 5.0/- (Rupees Five Only) each.

11. TRANSFER OF SHARES AND UNPAID/
UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION
FUND (IEPF):

Pursuant to the provisions of Section 124 of the
Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules”)
read with the relevant circulars and amendments
thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due
date is required to be transferred to the Investor
Education and Protection Fund ("IEPF”), constituted
by the Central Government

During the Year, no amount of dividend was unpaid
or unclaimed for a period of seven years and
therefore no amount is required to be transferred
to Investor Education and Provident Fund under the
Section 125(1) and Section 125(2) of the Act.

12. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system
of Risk Management. Your Company has adopted
a procedure for assessment and minimization
of probable risks. It ensures that all the risks are
timely defined and mitigated in accordance with the
well-structured risk management process.

13. APPOINTMENT / RE-APPOINTMENT
/ RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL

As on date of this report, the Company has 06
Directors, out of which three are Independent
including one women director and two are executive
and two non-executive Directors.

a) Appointment/Re-appointment/Resignation
of Directors/KMP of the Company

There were no changes in the Directors / KMP
of the Company during the FY 2025-26 except
for Appointment ofbelow:

Mr. Sanjay PremKumar Kandhari resigned as
the Chief Financial Officer of the company with
effect from 11^th September, 2025

Mr. Anil Kumar as the Chief Financial Officer
of the company with effect from 11^th

September, 2025.

Mr. Venkoji Prakash Babudamarla as the Chief
Executive Officer of the company with effect
from 26^th August, 2025.

b) Key Managerial Personnel:

Following signatories were Key Managerial
Personnel for the financial year 2025-26:

• Mr. Anil Kumar Karusala, Chairman &
Managing Director of the Company.

• Mrs. Vijitha Gorrepati, Whole Time Director
of the Company.

• Mr. Anil Kumar, CFO of the company.

• Mr. Venkoji Prakash Babudamarla, CEO
of the company.

• Ms. Shivali Aggarwal as Company Secretary
and Compliance Officer of the company.

c) Information u/r 36(3) of SEBI (LODR),
Regulations, 2015:

Mr. Anil Kumar Karusala retires by rotation
and being eligible, offers herselfhimself for re¬
appointment. A resolution seeking shareholders''
approval for his re-appointment along with
other required details forms part of the Notice.

14. DECLARATION FROM INDEPENDENT
DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the
independent directors of the company to the effect
that they are meeting the criteria of independence
as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and under regulation 16(1)(b)
read with regulation 25 of SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

The Independent Directors have also confirmed
that they have complied with Company''s Code
of Conduct. In terms of Regulations 25(8) of the
Listing Regulations, the Independent Directors
have confirmed that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence.

During the year, Independent Directors of the
Company had no pecuniary relationship or
transactions with the Company, other than sitting
fees, commission and reimbursement of expenses
incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).

15. BOARD MEETINGS:

The Board of Directors duly met Fourteen (14)
times during the year on 18.05.2025, 26.08.2025,

26.09.2025, 30.09.2025, 19.12.2025, 02.02.2026,

06.02.2026, 25.02.2026, 16.03.2026, 17.03.2026,

23.03.2026, 27.03.2026, 28.03.2026 and

30.03.2026 and in respect of which meetings,
proper notices were given and the proceedings
were properly recorded and signed in the Minutes
Book maintained for the purpose.

16. BOARD EVALUATION:

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

The performance of the board was evaluated by the
board after seeking inputs from all the directors on
the basis of criteria such as the board composition
and structure, effectiveness of board processes,
information and functioning, etc.

The above criteria are based on the Guidance Note
on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors
was conducted on 17.03.2026 to evaluate the
performance of non-independent directors, the
board as a whole and the Chairman of the Company,
taking into account the views of executive directors
and non-executive directors.

The Board reviewed the performance of individual
directors on the basis of criteria such as the
contribution of the individual director to the board
and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

Performance evaluation of independent directors
was done by the entire board, excluding the
independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF
THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME
OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

A table containing the particulars in accordance
with the provisions of Section 197(12) of the Act,
read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure-1 to this Report.

A statement showing the names of the top ten
employees in terms of remuneration drawn and the
name of every employee is annexed to this Annual
report as Annexure-2

During the year, NONE of the employees (excluding
Executive Directors) has drawn a remuneration
of H 1,02,00,000/- and above per annum or
H 8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

18. DIRECTOR''S RESPONSIBILITYSTATEMENT:

Pursuant to Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the company
at the end of the financial year and of the profit
and loss of the company for that period;

c) The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the company and for preventing and
detecting fraud and other irregularities;

d) The Directors had prepared the annual
accounts on a going concern basis; and

e) The Directors had laid down internal financial
controls to be followed by the company
and that such internal financial controls are
adequate and were operating effectively.

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

19. DETAILS OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS:

Your Company has well established procedures
for internal control across its various locations,
commensurate with its size and operations. The
organization is adequately staffed with qualified
and experienced personnel for implementing and
monitoring the internal control environment.

The internal audit function is adequately resourced
commensurate with the operations of the Company
and reports to the Audit Committee of the Board.

20. NO FRAUDS REPORTED BY STATUTORY
AUDITORS

During the Financial Year 2025-26, the Auditors
have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is
required to be disclosed under section 134(3) (ca)
of the Companies Act, 2013.

21. CEO/CFO CERTIFICATION:

The Managing Director and Chief Financial Officer
Certification on the financial statements under
Regulation 17 (8) of SEBI (Listing Obligations &
Disclosure Requirements), Regulations, 2015 for
the year 2025-2026 is given as Annexure-3 in
this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL
PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT
VENTURES:

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts)
Rules, 2014, a separate statement containing the
salient features of the financial statements of the
subsidiary companies is prepared in Form AOC-1
and is attached as Annexure -4 and forms part
of this report.

23. NAMES OF THE COMPANIES WHICH
HAVE BECOME OR CEASED TO BE
ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING
THE YEAR.

During the year under review, no company became or
ceased to be a subsidiary, joint venture, or associate
of the Company, except for the entities listed below:

Further, during the year under review, the following
companies became subsidiaries of the Company:

• Sai Parenterals PTE Limited,

• Noumed Pharmaceuticals PTY Limited,

• Noumed Pharmaceuticals Limited.

24. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the ''Listing Regulations'')
and Section 129 of the Companies Act, 2013, the
Consolidated Financial Statements which have been
prepared by the Company in accordance with the
applicable provisions of the Companies Act, 2013
and the applicable Indian Accounting Standards (Ind
AS) forms part of this Annual Report.

25. UTILISATION OF PROCEEDS OF IPO

The equity shares of the Company were listed on
the Stock Exchanges on 02^nd April 2026, subsequent
to the close of the Financial Year ended 31^st March
2026. Accordingly, the provisions of Regulation
32 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with the

applicable SEBI circulars governing disclosure
of deviation or variation in the utilisation of issue
proceeds and Monitoring Agency reports, were not
applicable during the financial year under review.

The Company shall comply with the requirements
of Regulation 32 of the SEBI Listing Regulations,
including submission of statements of deviation
or variation, wherever applicable, and Monitoring
Agency reports on a quarterly basis, from the date
of listing and in accordance with the applicable
provisions of the SEBI Listing Regulations and other
SEBI circulars issued from time to time.

26. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits
during the Financial Year ended March 31, 2026
and as such, no amount of principal or interest on
public deposits was outstanding as on the date of
the balance sheet.

27. DETAILSOFDEPOSITSNOTINCOMPLIANCE
WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits
during the Financial Year ended March 31, 2026,
there has been no non-compliance with the
requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22^nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014,
the Company is required to file with the Registrar
of Companies (ROC) requisite returns in Form
DPT-3 for outstanding receipt of money/loan by the
Company, which is not considered as deposits.

The Company complied with this requirement within
the prescribed timelines.

28. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the
Companies Act, 2013, the details of investments
made by the Company during the Financial Year
2025-26 are as follows

During the Financial Year 2025-26, the Company
made investments in Sai Parenterals Pte. Ltd.,
Singapore, as detailed above. The Company did
not provide any loans or guarantees covered
under Section 186 of the Companies Act, 2013
during the year, except as disclosed in the financial
statements, if any.

29. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into
during the financial year were on arm''s length basis
and were in the ordinary course of business. During
the financial year 2025-26, there were no materially
significant related party transactions made by the
Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may
have a potential conflict with the interest of the
Company at large.

In line with the provisions of Section 177 of the Act
read with the Companies (Meetings of the Board
and its Powers) Rules, 2014, omnibus approval for
the estimated value of transactions with the related
parties for the financial year is obtained from the
Audit Committee. The transactions with the related
parties are routine and repetitive in nature

The summary statement of transactions entered
into with the related parties pursuant to the omnibus
approval so granted are reviewed and approved by
the Audit Committee and the Board of Directors
on a quarterly basis. The summary statements are
supported by an independent audit report certifying
that the transactions are at an arm''s length basis
and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure-5 to this report.

30. CONSERVATIONOFENERGY,TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

The required information as per Sec.134 (3) (m) of

the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s
operations are not energy intensive. Adequate
measures have been taken to conserve
energy wherever possible by using energy
efficient computers and purchase of energy
efficient equipment.

(i) the steps taken or impact on
conservation of energy;

(ii) the steps taken by the company for
utilising alternate sources of energy;

(iii) the capital investment on energy
conservation equipments;

B. Technology Absorption: All the Factors
mentioned in Rule 8 (3)(b) Technology
absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: 30.94 million
Foreign Exchange Outgo: 0.45 million

31. COMMITTEES:

(I) AUDIT COMMITTEE: The Audit Committee
of the Company is constituted in line with the
provisions of Regulation 18(1) of SEBI (LODR)
Regulations with the Stock Exchange(s) read
with Section 177 of the Companies Act, 2013
are included in the Corporate Governance
report, which forms part of this report.

(II) NOMINATION AND REMUNERATION

COMMITTEE: The Nomination and

Remuneration Committee of the Company
is constituted in line with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations
with the Stock Exchange(s) read with Section
178 of the Companies Act, 2013 are included in
the Corporate Governance report, which forms
part of this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of
the Company is constituted in line with the
provisions of Regulation 20 of SEBI (LODR)
Regulations with the Stock Exchange(s) read
with Section 178 of the Companies Act, 2013
are included in the Corporate Governance
report, which forms part of this report.

32. CORPORATE SOCIAL RESPONSIBILITY
(CSR, COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF CSR POLICY)

The company has attracted the provisions of
Corporate Social Responsibility u/s 135 of Companies
Act, and since the CSR obligation did not exceed
fifty lakh rupees, the requirement under section
135(1) for constitution of the Corporate Social
Responsibility Committee shall not be applicable
and the functions of such Committee provided under
this section shall, in such cases, be discharged
by the Board of Directors of such company. CSR
policy may be accessed on the Company''s website
at: www.saiparenterals.com. The Corporate Social
Responsibility Report is enclosed as Annexure - 6.

In accordance with the provisions of Section 135 of
the Companies Act, 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
as amended ("CSR Rules"), and the Company''s
Corporate Social Responsibility ("CSR") Policy, the
Company fulfilled its CSR obligation for the Financial
Year 2025-26 by spending ?49,99,900/-, being 2%
of the average net profits of the Company for the
three immediately preceding financial years, namely
FY 2022-23, FY 2023-24 and FY 2024-25.

To implement its CSR initiatives, the Company
partnered with Daya Dharm Charitable Trust, a

registered charitable trust holding CSR Registration
No. CSR00064101 and duly registered under the
provisions of the Income-tax Act, 1961. The Trust
undertakes CSR projects in the areas of women
empowerment, rural development, education,
and environmental conservation, with a focus on
promoting sustainable development and improving
the quality of life in rural communities through
inclusive growth.

33. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY:

The Board of Directors has formulated a Whistle
Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act,
2013 and Regulation 22 of the Listing Regulations.
The Company promotes ethical behaviour and
has put in place a mechanism for reporting illegal
or unethical behaviour. The Company has a Vigil
Mechanism and Whistle-blower policy under
which the employees are free to report violations
of applicable laws and regulations and the Code
of Conduct. Employees may report their genuine
concerns to the Chairman of the Audit Committee.
During the year under review, no employee was
denied access to the Audit Committee.

Vigil Mechanism Policy has been established by
the Company for directors and employees to report
genuine concerns pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013.
The same has been placed on the website of the
Company www.saiparenterals.com.

34. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed
by the regulators /courts that would impact the
going concern status of the Company and its
future operations.

35. STATUTORY AUDITORS AND THEIR
REPORT THEREON:

At the 21^st Annual General Meeting held on
30.09.2022, the shareholders of the Company
approved the appointment of M/s. R Kabra & Co. LLP,
Chartered Accountants, Hyderabad as Statutory
Auditors of the company for the term of five years
from the financial year 2022-2023 onwards on such
terms and conditions and remuneration as may be
decided by the Board. R Kabra & Co. LLP and will
continue as statutory auditors of the company till
the conclusion of 26^th Annual General Meeting to be
held in the financial year 2026-2027.

The Auditors'' Report for fiscal 2026 does not contain
any qualification, reservation or adverse remark.
The Auditors'' Report is enclosed with the financial
statements in this Annual Report. The Company has
received audit report with unmodified opinion for
both Standalone and Consolidated audited financial
results of the Company for the Financial Year
ended March 31, 2026 from the statutory auditors
of the Company.

The Auditors have confirmed that they have
subjected themselves to the peer review process
of Institute of Chartered Accountants of India (ICAI)
and hold valid certificate issued by the Peer Review
Board of the ICAI.

36. SECRETARIAL AUDIT REPORT:

The provisions of Section 204 of the Companies
Act, 2013 relating to Secretarial Audit were not
applicable to the Company during FY 2025-26.
However, pursuant to the listing of the Company''s
securities, the Company has now become subject
to the provisions of the said section.

Accordingly, the Board of Directors has
recommended the appointment of M/s. Aakanksha

Dubey & Co., Practising Company Secretaries, as
the Secretarial Auditors of the Company for a term
of five (5) consecutive years, commencing from
FY 2026-27, subject to the approval of the Members
at the ensuing Annual General Meeting.

37. ANNUAL SECRETARIAL COMPLIANCE
REPORT:

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, read with SEBI Circular No. CIR/
CFD/CMD1/27/2019 dated February 8, 2019; listed
entities are required to obtain an Annual Secretarial
Compliance Report from a Practising Company
Secretary in respect of compliance with all
applicable SEBI Regulations and circulars/guidelines
issued thereunder. As the said provisions were not
applicable to the Company during the financial year
under review, the requirement of obtaining such
Annual Secretarial Compliance Report does not arise.

38. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, read with Rule 13 of the
Companies (Accounts) Rules, 2014, the provisions
relating to the appointment of an Internal Auditor
were not applicable to the Company during the year
under review i.e. Financial Year 2025-26.

The Board of Directors at its meeting held on 06^th
July, 2026 has appointed M/s. NSVR & Associates
LLP, Chartered Accountants, as the Internal Auditor
of the Company to conduct the internal audit for the
Financial Year 2026-27.

The Internal Auditor shall carry out periodic internal
audits during FY 2026-27 and submit reports to the
Audit Committee. The Audit Committee will review
the internal audit observations, recommendations,
and the status of implementation of corrective
actions, if any, and place significant matters
before the Board for its consideration. Appropriate
measures shall be taken to ensure timely compliance
with the recommendations of the Internal Auditor.

39. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the
Companies Act, 2013, the Company has complied with
the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs.

40. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors,
confirming that it has not made any default under
Section 164(2) of the Act, as on March 31, 2026.

41. ANNUAL RETURN:

As required pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
an annual return is uploaded on website of the
Company www.saiparenterals.com.

42. DISCLOSURE ABOUT COST AUDIT:

Your Company maintained the required cost records
as specified by the Central Government under
sub-section (1) of section 148 of the Act.

On the recommendation of the Audit Committee,
the Board of directors appointed M/s. Sai Krishna
& Associates, Cost Accountants (Registration
No. 001742) as Cost Auditors of the Company for
financial year ending 31^st March 2026. The relevant
cost audit reports for FY 2025-26 were filed within
the stipulated time.

The remuneration of Cost Auditors has been
approved by the Board of Directors on the
recommendation of Audit Committee and in terms
of the Companies Act, 2013 and Rules thereunder,
and the requisite resolution for ratification of
remuneration of the Cost Auditors by the members
has been set out in the Notice of the 25^th Annual
General Meeting of your Company.

Maintenance of cost records as specified by the
Central Government under Section 148(1) of the
Act is not applicable to the Company. The Cost
Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.

43. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Management discussion and analysis report for the
year under review as stipulated under Regulation
34 (e) read with schedule V, Part B of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations 2015 with the stock exchange in India is
annexed herewith as Annexure-7 to this report.

In terms of Regulations 25(8) of the Listing
Regulations, the Independent Directors have
confirmed that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence.

During the year, Independent Directors of the
Company had no pecuniary relationship or
transactions with the Company, other than sitting
fees, for the purpose of attending meetings of the
Board of Directors and Committee(s).

44. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors
on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the
Company operates, etc. through familiarisation
programme. The Company also conducts orientation
programme upon induction of new Directors, as
well as other initiatives to update the Directors on
a continuing basis. The familiarisation programme
for Independent Directors is disclosed on the
Company''s website www.saiparenterals.com.

45. INSURANCE:

The properties and assets of your Company are
adequately insured.

46. CORPORATE GOVERNANCE AND
SHAREHOLDERS INFORMATION:

The Company has implemented all of its major
stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule
V of SEBI (LODR) Regulations, 2015, a report on
Corporate Governance duly audited is appended
as Annexure-9enclosed for information of the
Members. A requisite certificate from the Secretarial
Auditors of the Company confirming compliance
with the conditions of Corporate Governance
is attached as Annexure- 8 to the Report on
Corporate Governance.

47. NON-EXECUTIVE DIRECTORS''

COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors
has any pecuniary relationship or transactions with
the Company which in the Judgment of the Board
may affect the independence of the Directors.

48. COMPANY''S POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:

The assessment and appointment of Members to
the Board is based on a combination of criterion
that includes ethics, personal and professional
stature, domain expertise, gender diversity and
specific qualification required for the position. The
potential Board Member is also assessed on the
basis of independence criteria defined in Section
149(6) of the Companies Act, 2013 and Regulation
27 of SEBI (LODR) Regulations, 2015. In accordance
with Section 178(3) of the Companies Act, 2013

and Regulation 19(4) of SEBI (LODR) Regulations,
2015, on the recommendations of the Nomination
and Remuneration Committee, the Board adopted a
remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The
Policy is attached as part of Corporate Governance
Report. We affirm that the remuneration paid
to the Directors is as per the terms laid down
in the Nomination and Remuneration Policy
of the Company.

49. CODE OF CONDUCT FOR THE PREVENTION
OF INSIDER TRADING

The Board of Directors has adopted the Insider
Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation,
2015 and the applicable Securities laws. The Insider
Trading Policy of the Company lays down guidelines
and procedures to be followed, and disclosures to
be made while dealing with shares of the Company,
as well as the consequences of violation. The
policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure
of unpublished price sensitive information and code
of conduct for the prevention of insider trading is
available on our website (www.saiparenterals.com).

50. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition, and Redressal of Sexual
Harassment at workplace which is in line with
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (''POSH Act'') and the Rules made
thereunder. With the objective of providing a safe
working environment, all employees (permanent,
contractual, temporary, trainees) are covered under
this Policy. The policy is available on the website at
www.saiparenterals.com.

As per the requirement of the POSH Act and Rules
made thereunder, the Company has constituted
an Internal Committee at all its locations known
as the Prevention of Sexual Harassment (POSH)
Committees, to inquire and redress complaints
received regarding sexual harassment. During
the year under review, there were no Complaints
pertaining to sexual harassment.

The Existing Committee was constituted on
11.08.2026 with the following members:

All employees are covered under this policy.
During the year 2025-26, there were no complaints
received by the Committee.

51. INDUSTRY BASED DISCLOSURES AS
MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies
etc., and hence Industry based disclosures
is not required.

52. FAILURE TO IMPLEMENT CORPORATE
ACTIONS:

During the year under review, no corporate actions
were done by the Company which were failed to
be implemented.

53. DETAILS OF APPLICATION MADE OR
PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016:

During the year under review, there were no
applications made or proceedings pending in
the name of the Company under Insolvency and
Bankruptcy Code, 2016.

54. DETAILS OF DIFFERENCE BETWEEN
VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no
one time settlement of loans taken from banks and
financial institutions.

55. EMPLOYEE STOCK OPTION SCHEME:

The members of the Company at their meeting held
on 12^th January, 2025, approved the adoption of the
''SAI PARENTERAL''S LIMITED EMPLOYEE STOCK
OPTION PLAN - 2025'' (ESOP Scheme 2025) for the
benefit of the eligible employees of the Company,
and its group companies (including holding company,
subsidiary company and associate company) (as
defined under the Companies Act, 2013 ("Act”),
which entitles them to the shares / appreciation
related to the shares of the Company.

In terms of Regulation 12(1) of the SEBI SBEB
Regulations, no company can make any fresh grant
of employee stock options which involves allotment
or transfer of shares to its employees under any
schemes/ plans formulated prior to its Initial Public
Offering ("IPO'''') and prior to the listing of its equity
shares ("Pre- IPO Scheme/Plan") unless: (i) such Pre-
IPO Scheme/ Plan is in conformity with the SEBI SBEB
Regulations; and (ii) Such Pre-IPO Scheme/ Plan is
ratified by its shareholders subsequent to the IPO.

Further, as per proviso to Regulation 12(1) of the
SEBI SBEB Regulations, the ratification may be done
any time prior to granting new options or shares
under such Pre-IPO Scheme/Plan. The equity
shares of the Company were listed on the National
Stock Exchange of India Limited and BSE Limited on
02^nd April, 2026. Accordingly, in terms of Regulation
12(1) of the SEBI SBEB Regulations, the Company is
seeking ratification of ESOP Scheme - 2025 in this
AGM in order to enable the Company to make fresh
grants under the above-mentioned scheme.

56. POLICIES:

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed
companies. All the policies are available on our
website. www.saiparenterals.com.

57. COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961

During the year under the review, the Company is in
Compliance with Maternity Benefit Act, 1961.

58. EVENT BASED DISCLOSURES

During the year under review, the Company has not
taken up any of the following activities:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares (including sweat equity shares)
to employees of the Company: NA

d) Disclosure on purchase by Company or giving
of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

59. ACKNOWLEDGEMENTS:

Your directors place on records their appreciation
for the overwhelming co-operation and assistance
received from the investors, customers, business
associates, bankers, vendors, as well as regulatory
and governmental authorities. Your directors also
thank the employees at all levels, who through their

dedication, co-operation, support and smart work
have enabled the company to achieve a moderate
growth and is determined to poise a rapid and
remarkable growth in the year to come.

Your directors also wish to place on record their
appreciation of business constituents, banks and
other financial institutions and shareholders of the
Company, SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank,
HDFC Bank etc. for their continued support for the
growth of the Company.

For and on behalf of the Board
SAI PARENTERALS LIMITED

Sd/-

Anil Kumar Karusala

Place: Hyderabad Chairman & Managing Director

Date: 11.08.2026 DIN: 01866646