Sudeep Pharma Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

Your directors are pleased to presenting their 37^th (Thirty-seventh) Director''s Report on the business and operations of your
Company together with the Audited Financial Statements and the Auditors'' Report of your Company for the Financial Year
ended, 31^st March, 2026.

The summarised financial results for the year ended 31^st March, 2026 are as under:

1. FINANCIAL SUMMARY:

Particulars	Standalone		Consolidated
	FY 2025-26 |	FY 2024-25	FY 2025-26 |	FY 2024-25
Revenue from Operations	33,850.54	35,673.18	64,225.80	50,199.92
Other Income	3,850.40	837.55	2,858.54	932.91
Total Revenue	37,700.94	36,510.73	67,084.34	51,132.83
Less: Expenses before Finance Cost and Depreciation	21,873.66	22,477.38	42,035.59	31,204.68
Less: (a) Finance Cost	606.62	480.98	760.46	584.61
(b) Depreciation	710.97	611.72	1,480.85	1,059.04
Profit/(Loss) before Tax	14,509.69	12,940.66	22,807.44	18,284.51
Less: Tax Expenses
(a) Current Tax	3,432.30	3,313.32	5,091.53	4,361.55
(b) Deferred Tax	319.32	52.57	287.44	50.04
(c) Tax of Earlier Year		--	--
Profit/(loss) for the year	10,758.07	9,574.77	17,428.47	13,872.92
Net Consolidated Profit for the year			17,428.47	13,872.92

Note:

The above figures are extracted from the Standalone and Consolidated Financial statements prepared In accordance with Indian
Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. REVIEW OF BUSINESS OPERATIONS, PERFORMANCE HIGHLIGHTS AND FUTURE PROSPECTS:

Your directors wish to present the details of Business operations done during the year under review:

Standalone:

• Total income for the year 2025-26 was registered at 37,700.94 Lakhs as compared to income of 36,510.73 Lakhs
for the year 2024-25.

• Net profit after tax was 10,758.07 Lakhs as compared to 9,574.77 Lakhs in the previous financial year.
Consolidated:

Consolidated total income for the financial year 2025-26 stood at 67,084.34 Lakhs while net profit/(loss) after tax reported
at 17,428.47 Lakhs.

3. OPERATIONS AND BUSINESS:

Key developments during the year of the Company are covered in the Management Discussion and Analysis Report
(MDAR) as stipulated under the ("SEBI Listing Regulations"), is presented in a separate section, which forms part of this
Annual Report set out as Annexure-A.

4. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE OF
THE COMPANY:

During the year under review, the details of subsidiaries
of the Company are given below:

1. Sudeep Nutrition Private Limited - Wholly Owned
Subsidiary of the Company,

2. Sudeep Advanced Materials Private Limited -
Wholly Owned Subsidiary the Company,

3. Sudeep Pharma USA INC - Wholly Owned
Subsidiary of the Company,

4. Sudeep Pharma BV Netherland - Wholly Owned
Subsidiary of the Company,

5. Nutrition Supply and Services (Ireland) Limited
(NSS)- Wholly Owned Subsidiary of Sudeep BV
Netherland and Step-down subsidiary of Sudeep
Pharma Limited,

The Board of Directors of the Company reviewed the
affairs of the subsidiaries/associate of the Company.
The salient features of the financial statement of each
of our subsidiaries/associate are also set out in the
Form AOC-1, set out as Annexure-B which forms a
part of the Financial Statements section of this Annual
Report.

In terms of Section 129(3) of the Companies Act, 2013,
the consolidated financial statements of the Company
and its subsidiaries are prepared in accordance with
Ind AS 110 and 111 as specified in the Companies
(Indian Accounting Standards) Rules, 2015, forming
part of the annual report. In accordance with Section
136 of the Companies Act, 2013, the audited financial
statements and related information of the Company
and its subsidiaries, wherever applicable, are available
on the Company’s website: www.sudeeppharma.com.
These are also available for inspection during regular
business hours at our registered office in Vadodara,
Gujarat, India.

The Company does not have any associate or joint
venture Company.

5. DIVIDEND:

The Board of Directors recommended a final dividend
of ''1.50 (i.e.150%) per equity share consisting of total
11,29,48,625 equity shares of ''1/- each aggregating
to ''16,94,22,937.5/- for the year ending on 31^st March,
2026. The Dividend for the year ended 31^st March, 2026
is subject to the approval of members at the ensuring
Annual General Meeting (AGM) to be held on 4^th August,
2026 and will be paid within a statutory time, if approved
by the members at the above referred AGM.

6. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company has
adopted Dividend Distribution Policy, which is
placed at the website of the Company https://www.
sudeeppharma.com/wp-content/uploads/2075/06/
Distribution-of-Dividend-Policy.pdf

7. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134(3)(j) of the
Companies Act, 2013, the Company has not proposed
to transfer any amount to the general reserves account
of the Company during the year under review.

8. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule V of the said
regulations, Management Discussion and Analysis is
set out in this Annual report as Annexure - A. Certain
statements in the said report may be forward-looking.
Many factors may affect actual results, which could be
different from what the Directors envisage in terms of
future performance and outlook.

9. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure - C.

10. CYBERSECURITY:

Cybersecurity is essential for any organisation to protect
its digital assets from cyber-attacks, data breaches, and
other security threats. Cybersecurity is critical to protect
against a constantly evolving threat landscape, where
attackers are becoming more sophisticated in their
tactics, techniques, and procedures. Your Company
has identified the constant increase in cybersecurity
threats and investing in cybersecurity solutions and
implementation of best practices and also extend the
same to the subsidiaries, applications, and external
interfaces. Your Company has implemented security
solutions which have also provided for round-the-
clock surveillance arrangements to track any threats
that can help to protect networks, endpoints, and other
operating environments.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL
Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mr
Ajay Shrirang Kandelkar (DIN: 10773491), retires by
rotation at the forthcoming 37^th Annual General Meeting
of the Company and being eligible offers himself for re¬
appointment.

Resignation of Nominee Director

Mr Pranav Parikh (DIN: 00025654) has tendered his
resignation as a Nominee Director of the Company
w.e.f. 13^th June, 2025.

Key Managerial Personnel

As on 31^st March, 2026, the Key Managerial Personnel
of the Company are Mr Sujit Bhayani, Managing
Director, Mr Shanil Bhayani, Whole Time Director, Mr
Ajay Kandelkar, Whole Time Director, Mr Ketan Vyas,
Chief Financial Officer and Ms Dimple Mehta, Company
Secretary & Compliance Officer, in accordance with
Section 203 of the Companies Act, 2013.

12. MEETINGS OF BOARD:

The Board met eleven (11) times during the Financial
Year. Details of the meeting(s) are provided in the
Corporate Governance Report that forms part of this
Annual Report. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013
the Board of Directors of the Company confirms 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.

14. CAPITAL STRUCTURE:

During the year under review there was change in

Authorised and Paid-up Share Capital of the Company,

respectively.

1) The Company has approved, issued and
allotted 13,34,021 fully paid-up Class-A, 0.001%
Compulsory Convertible Preference Shares
and 15,11,891 fully paid-up Class-B, 0.001%
Compulsory Convertible Preference Shares
of the Face Value of ''2/- Per share, Premium
Amount of ''560.21/- Per share, for cash, at an
issue price of ''562.21/- per share, aggregating to
''1,60,00,00,185.52/-, on a private placement basis.

2) The Company has issued and allotted

2.25.45.600 fully paid-up Equity Shares of
''1/- each in lieu of and against conversion of

2.25.45.600 fully paid up Compulsorily Convertible
Preference Shares (CCPS) of ''2/- each of the
Company (Promoters).

3) The Company has issued and allotted 28,45,912
fully paid-up Equity Shares of ''1/- each in lieu
of and against conversion of 28,45,912 fully paid
up Compulsorily Convertible Preference Shares
(CCPS) of ''2/- each of the Company.

4) The promoter Group (i.e. Sujeet Bhayani - HUF)
under the secondary sale has sold their shares
among friends and family with the consideration
of ''593/- per share which is the higher price of the
price band.

5) The Company got listed on 28^th November, 2025
and the IPO was overwhelmingly subscribed,
closing 93.71 times. At the time of listing opening
price was ''733.95 on the BSE and ''730.00 on the
NSE with 2,17,965 shareholders.

Post IPO there was no change in Authorised Share

Capital and paid-up Capital of the Company.

15. SHARES:a. BUY BACK OF SECURITIES

The Company has not bought back any of its
securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity
Shares during the year under review.

c. BONUS SHARES

The Company has not issued any Bonus Shares
during the year under review

d. EMPLOYEES STOCK OPTION PLAN:

During the period under review, the Company
did not provide any Stock Option Scheme to the
employees.

16. POLICY ON NOMINATION & REMUNERATION

The existing policy is to have an appropriate mix
of Executive and Non-executive and independent
directors to maintain the independence of the Board and
separate its functions of governance and management.
As of 31^st March, 2026, the Board had a total of seven
(7) members, three (3) of whom are Executive directors
and four (4) are Non-Executive Independent Directors.
The Board has one Woman Director, who is a Non¬
Executive Independent Director.

The policy of the Company on Directors’ appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of
a director and other matters, as required under sub¬
section (3) of Section 178 of the Companies Act,
2013, in accordance with SEBI (Listing Obligations
and Disclosure Requirements), 2015, is available at
our website at https://www.sudeeppharma.com/
wp-content/uploads/7076/03/Director nomination-
remuneration-policy-2026.pdf
Salient features of the Nomination & Remuneration
Policy are as under:

1. Setting out the objectives of the Policy.

2. Definitions for the purpose of the Policy.

3. Policy for appointment and removal of
Directors, Key Managerial Personnel and Senior
Management.

4. Policy relating to the remuneration for the
Directors, Key Managerial Personnel, Senior
Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent
Directors.

We affirm that the remuneration paid to the Directors
is as per the terms laid out in the Nomination and
Remuneration policy of the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have
given their declaration to the Company that they meet
the criteria of independence as required under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015.

Your Board of Directors confirms the integrity, expertise,
experience and proficiency of the I ndependent Directors
of the Company.

18. FAMILIARISATION PROGRAMME:

All new Independent Directors inducted into the Board
attend an orientation program. At the time of the
appointment of an Independent Director, the Company
issues a formal letter of appointment outlining their role,
function, duties and responsibilities as an Independent
Director. The terms and condition for appointment
of Independent Director is available on our website
at https://www.sudeeppharma.com/wp-content/
uploads/2025/08/Independent-Directors.pdf
The Board members are provided with necessary
reports, internal policies, periodical plant visits to enable
them to familiarise with the Company’s procedures and
practices.

Periodic presentations are made at the meetings
of the Board and the committees, on business and
performance updates, global business environment,
business strategy and risks involved.

The details of familiarisation Programme for
Independent Directors are available at our website
at http.sudeeppharma.com investors/compliances-
policies/familiarization-program

19. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried
out the annual performance evaluation of the Board, its
committees and of individual directors on an evaluation
framework by way of individual and collective feedback
from the Directors at their meeting held on 6^th February,
2026.

The framework includes the evaluation of Directors on
various parameters such as:

• Board dynamics and relationships.

• Information flows.

• Decision - making.

• Company performance and strategy.

• Tracking board and committee''s effectiveness.

• Peer evaluation.

Based on the inputs from all the Directors on Board
composition and structure, effectiveness of Board
processes, information, and functioning, etc., evaluation
of Board''s performance was done. The performance
of the committees was also evaluated by the Board
after seeking input from the committee members
on composition, effectiveness of the committee and
its meetings in a separate meeting of Independent
Directors, performance of Non- Independent Directors
and the Board as a whole was evaluated, taking into
account the views of Executive Directors and Non¬
Executive Directors.

The Nomination & Remuneration Committee and 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.

The outcome of the Board Evaluation for FY 2025-26
was discussed by the Nomination and Remuneration
Committee and the Board at their respective meeting(s)
held on 21^st May, 2026.

20. COMMITTEES OF THE BOARD:

The Board has Seven (7) committees, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders'' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Finance and Management Committee

• IPO Committee

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance
Report, which forms part of this Annual Report.

During the year, there were no instances where the
Board has not accepted recommendation(s) of any
Committee of the Board.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Being an Indian Company, we are motivated by the
Indian ethos of Dharma as a key plank for organisational
self-realisation.

The Company recognises that its operations impact a
wide community of stakeholders, including investors,
employees, customers, business associates and local
communities and that appropriate attention to the
fulfilment of its corporate responsibilities can enhance
overall performance. The Company continues its CSR
spend towards support to local initiatives, health/
medical and education sector, sanitation/cleanliness,
Rural Development and such varied activities towards
Corporate Social Responsibility initiatives.

In compliance with the requirements of Section 135 of
the Act, the Company has laid down a CSR Policy. The
composition of the Committee, contents of CSR Policy
and report on CSR activities undertaken during FY
2025-26 in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
annexed herewith as Annexure - D.

22. ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the
Act, Annual Return is uploaded on Company''s website
and can be accessed at https://www.sudeeppharma.
com/.

23. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed herewith
as Annexure - E.

A statement showing the names and particulars of the
employees falling within the purview of Rule 5(2) and
5(3) of the aforesaid rules are provided in the Annual
Report. The Annual Report is being sent to the members
of the Company excluding the aforesaid information.
The said information is available for inspection at the
Registered Office of the Company during working hours
and the same will be furnished on request in writing to
the members.

24. CORPORATE GOVERNANCE:

The Company believes in adopting the best practices
of Corporate Governance. Corporate Governance
Principles are enshrined in the spirit of the Company,
forming its core values. These guiding principles
are also articulated through the Company''s code of
business conduct, corporate governance guidelines,
charter of various sub-committees and disclosure
policy.

A Report on Corporate Governance for FY 2025-26
forms part of this Annual Report as Annexure- F.

25. AUDIT REPORTS:

The Independent Auditors’ Report on Standalone
and Consolidated Financial Statements for FY 2025¬
26 does not contain any qualification, reservation or
adverse remark. The Independent Auditors’ Report is
enclosed with the Financial Statements in this Annual
Report.

The Secretarial Auditors’ Report for FY 2025-26 does
not contain any qualification, reservation or adverse
remark. The Secretarial Auditors’ Report is enclosed to
the Board’s Report in this Annual Report.

As required under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the certificate from M/s. H M Mehta & Associates,
Practicing Company Secretaries, Secretarial Auditors
of the Company, confirming compliance with the
conditions of Corporate Governance as stipulated
under the SEBI Listing Regulations, 2015 is enclosed
with the Corporate Governance Report in this Annual
Report.

The Company has obtained Certificate from M/s.
H M Mehta & Associates, Company Secretaries,
Secretarial Auditors of the Company regarding Non¬
disqualification of Directors, which is enclosed with the
Corporate Governance Report in this Annual Report.
Accordingly, none of the Directors are disqualified.

26. REPORTING OF FRAUD BY AUDITORS:

During the FY 2025-26, neither of the auditors viz.,
Statutory Auditors, Secretarial & Corporate Governance
Auditors, Internal Auditors and nor Cost Auditors
have reported to the Audit Committee, under Section
143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or
employees.

27. AUDITORS
Statutory Auditors

The Board has appointed M/s B S R and Co., Chartered
Accountants (Firm Registration number 128510W) for
the period of 5 years i.e. up to the conclusion of the
Annual General Meeting to be held in relation to the
Financial Year 2026-27.

As the Companies (Amendment) Act, 2017 has done
away with the requirement of ratification at every Annual

General Meeting, no ratification for the appointment is
required. There is no qualification or adverse remark in
the Auditors’ report. As regards the comments made in
the Auditors’ Report, the Board is of the opinion that the
same are self-explanatory and do not require further
clarification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has
appointed Mr Hemang Mehta, Proprietor of M/s. H. M.
Mehta & Associates, Practicing Company Secretaries,
Vadodara, Gujarat, to undertake the Secretarial Audit
of the Company for the Financial Year 2025-26. The
Secretarial Audit Report (Form No. MR-3) issued by Mr
Hemang Mehta, proprietor of H. M. Mehta & Associates,
Vadodara is annexed herewith as "Annexure - G".
The Secretarial Audit Report does not contain any
qualification, reservation, disclaimer or adverse
remarks.

Further, pursuant to the provisions of Section 204
of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI (Listing Regulations)
and based on the recommendation of Audit Committee,
the Board of Directors have recommended appointment
of Mr Hemang Mehta, a proprietor of H. M. Mehta
& Associates, Peer-reviewed Practicing Company
Secretaries, Vadodara to undertake the Secretarial
Audit of the Company for a period of five years from the
FY 2026-27 to FY 2030-31. The proposed Secretarial
Auditors have confirmed that they are not disqualified
from being appointed as Secretarial Auditors of the
Company. Necessary Resolution for approval of
Shareholders has been set out at Item No. 5 in the
Notice convening 37^th AGM and the Board recommend
the said Resolution.

Cost Auditors

Pursuant to Section 148 of the Act, read with the
Companies (Cost Records and Audit) Amendment
Rules, 2014, the cost audit records maintained by the
Company in respect of manufacturing of specialty
chemicals are required to be audited by a Cost
Accountant.

Your directors have appointed M/s. Chetan Gandhi
& Associates, Cost Accountants (firm registration
number.: 101341) to carry-out the audit of the cost
accounts and records of the Company for the Financial
Year 2025-26 on a remuneration of ''50,000/-.

Internal Auditors

M/s Sharp & Tannan Associate, Chartered Accountants,
are appointed as Internal Auditors of the Company
to conduct an internal audit of the Company for FY
2026-27.

Based upon the declaration on their eligibility, consent
and terms of engagement, the Board at its meeting
held on 6^th February, 2026, has appointed the Internal
Auditors for FY 2026-27.

28. RISK MANAGEMENT:

The Company has constituted a Risk Management
Committee. The Committee is entrusted with the
responsibility to assist the Board of Directors in:

(a) overseeing and approving the Company’s
enterprise-wide risk management framework; and

(b) overseeing that all the risks that the organisation
faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory,
reputational, sustainability (particularly, ESG
related risks), information, cyber security risks and
other risks have been identified and assessed.

There is an adequate mechanism in place for risks and
uncertainties that can impact its ability to achieve its
strategic objectives, risk assessment, risk mitigation
and minimisation procedures and periodical review.
Further, detailed terms of reference of the Risk
Management Committee are included in the Report on
Corporate Governance, which forms part of this Annual
Report.

The Risk Management Policy is also at place and
it consists of various risks associated and plans to
mitigate the same. The Risk Management Policy of the
Company is available on the website of the Company
at weblinkhttps://www.sudeeppharma.com/investor-
relations/

29. VIGIL MECHANISM:

The Board of Directors of the Company are dedicated to
uphold the utmost standards of honesty, transparency
and accountability. They acknowledge that every
individual within the Company plays a crucial role in
attaining the organisational objectives.

It is the policy of the Company to encourage employees
to report, when they have reasons to suspect
violations of laws, rules, regulations, unethical conduct,
questionable accounting/audit practices, dissemination
of fraudulent financial information to Members,
government agencies, or financial markets, as well as
any other serious misconduct. These concerns should
be promptly reported to the Company’s management.
The ''Whistle Blower’ Policy adopted by the Company
provides a ready mechanism for reporting violations
of laws, rules, regulations or unethical conduct. The
confidentiality of the ''Whistle Blower’ is maintained
and he/she is not subjected to any victimisation and/or
harassment.

The present Whistle Blower Policy is in conformity
with the provisions of Section 177 of the Act and
Regulation 22 of the SEBI (Listing Regulations). Every
employee of the Company has been provided access
to the Audit Committee Chairperson through email/
correspondence address, if they desire to avail of the
Vigil Mechanism.

The Vigil Mechanism Policy of the Company is available
on the Company’s website at weblink https://www.
sudeeppharma.com/wp-content/uploads/2025/06/
Vigil-Mechanisum-Policy.pdf

30. INTERNAL FINANCIAL CONTROL & ITS ADEQUACY:

Internal Financial Controls are policies, procedures and
processes that ensure the accuracy, completeness
and reliability of financial reporting and transactions.
With periodic review, testing and audit of processes
and controls, your Company ensures that they are
working as expected. Independent audit is undertaken
in different areas as per the annual audit plan to
identify areas of improvement. Internal controls
ensure the efficient conduct of its business, including
adherence to Company policies, safeguarding of its
assets, prevention and detection of errors, accuracy
and completeness of accounting records, and timely
preparation of reliable financial information.

31. INSURANCE:

All the properties and assets of the Company are
adequately insured.

32. CODE OF CONDUCT:

The Board of Directors has laid down a Code of
Conduct applicable to the Board of Directors and
Senior management which is available on Company’s
website at weblink https://www.sudeeppharma.com/
wp-content/uploads/2025/06/Code-of-Conduct-for-
Board-of-Directors-and-SMP-of-the-Company.pdf.

All Board members and senior management personnel
have affirmed compliance with the Code of Conduct.

33. INSIDER TRADING POLICY:

As per the SEBI (Prohibition of Insider Trading)
Regulations, 2015 ("PIT Regulations"), as amended
from time to time, the Company has adopted the Code
of Conduct for Prevention of Insider Trading ("Code").
All the Directors, employees and third parties such as
auditors, consultants etc., who could have access to the
UPSI of the Company are governed by this Code. The
trading window is closed during the time of declaration
of financial results and occurrence of any material
events as per the Code. The Company Secretary is the
Compliance Officer for monitoring adherence to the
PIT Regulations and same is available on the website
of the Company at https://www.sudeeppharma.com/
investor-relations/corporate-governance/#policies

34. CONTRACTS & ARRANGEMENTS WITH RELATED
PARTIES

All contracts/arrangements entered into by the
Company during the Financial Year with related parties
were in an ordinary course of business and on an arm’s
length basis. During the year, the Company did not
enter into any contracts/arrangements/transactions
with related parties which could be considered
material. Hence, there is no information to be provided

as required under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Directors draw attention to the members to Note
No. 38 of Standalone Financial Statements and Note
No. 35 of Consolidated Financial Statements in this
Annual Report, which sets out related party disclosures.

35. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 form part of
the Notes to the Financial Statements provided in this
Annual Report.

36. DEPOSITS

The Company has not accepted deposits from the
public falling within the ambit of section 73 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014. Therefore, the requirement of
applicable laws and regulations for disclosure of details
of deposits under section 134(3) (q) of the Companies
Act, 2013 and rules made thereunder is not applicable.

37. SECRETARIAL STANDARDS

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

38. OBLIGATION OF COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act’) and the Rules
framed thereunder.

The Company is committed to create and maintain an atmosphere in which employees can work together without fear
of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual
harassment and that such behaviour is prohibited both by law and the Company.

The composition of the IC Committee is as follows:

Sr. No.	Name of the Member	Designation in the Organisation	Designation in the IC Committee
1.	Ms Bhavna Nair	Sr. Manager Operations	Chairperson
2.	Ms Kalpana Kushwaha	Chemist -QC	Member
3.	Mr Ishwar Nayi	AGM HR & Admin
4.	Mr Gaurav Tripathi	GM - Site Head
5.	Ms Krupa Vyas	Consultant	External Person

There was no such complaints received pertaining to Sexual harassment during the FY 2025-26.

39. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The Company has duly complied with the provisions of
the Maternity Benefit Act, 1961 and its amendments.
All eligible women employees have been extended the
maternity benefits as prescribed under the Act. The
Company has also ensured adherence to provisions
relating to maternity leave, nursing breaks, and creche
facilities.

40. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
from the close of the Financial Year i.e. from 31^st March,
2026 till the date of the Board’s report, which may affect
the financial position of the Company.

41. SIGNIFICANT/MATERIAL ORDERS PASSED BY
REGULATORS/COURTS/TRIBUNAL

There are no significant and material orders passed by
the Regulators or Courts or Tribunals that may impact
the going concern status of the Company’s operations
in future.

42. APPLICATION(S) MADE/PROCEEDINGS PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The Company has neither made any application(s) nor
any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

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

During the Financial year under review, there were NO
one time settlement of Loans taken from Banks and
Financial institutions.

44. DISCLOSURE WHETHER THE COMPANY IS
USING THE ACCOUNTING SOFTWARE HAVING A
FEATURE OF THE AUDIT TRAIL AS PER RULE-11 OF
THE COMPANIES (AUDIT AND AUDITORS) RULES
2014

The Company has used accounting software for
maintaining its books of account for the financial year
ended 31^st March, 2026 which has a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software.

45. APPOINTMENT OF DESIGNATED PERSON AS PER
RULE-9 OF THE COMPANIES (MANAGEMENT AND
ADMINISTRATION) RULES, 2014

In accordance with Rule 9 of the Companies
(Management and Administration) Rules, 2014, the
Company has appointed Ms Dimple Ashwinbhai Mehta,
Company Secretary and Compliance Officer of the
Company as Beneficial Owner Officer ("BOO").

46. ACKNOWLEDGEMENTS

We thank our customers, vendors, investors and
bankers for their continued support during the year.
We place on record our appreciation of the contribution
made by our employees at all levels. Our consistent
growth is made possible by their hardwork, solidarity,
operation and support.

We also thank our suppliers, customers, business
partners and others associated with the Company. We
look upon them as partners in its progress. It will be
Company’s endeavour to build and nurture strong links
with the trade based on mutuality of benefits, respect
to and co-operation with each other, consistent with
consumer interests and looks upon all the stakeholders
for their continued support in future.

For and on behalf of the Board of Directors
Sudeep Pharma Limited

Sd/-

Sd/- Sujit Bhayani

Shanil Bhayani Managing Director

Whole Time Director DIN: 01767427

DIN: 08877823

Place: Vadodara
Date: 21^st May 2026