Sanjivani Paranteral Ltd

Financial Results

Your Directors take pleasure in presenting the Thirtieth Annual Report and Company’ Audited Financial Statements for the financial year ended 31st March, 2024 (‘FY24’).

(Rs. in Lakh)

The revenue from operations for Current Year was 5441.05 Lakhs, Higher by 53.31 percent over the previous year’s revenue of 3549.16 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for Current Year and Previous Year was 616.51 Lakhs and 451.15 Lakhs, respectively.

During the year under review, the Directors have not declared a Dividend for the year ended 31st March, 2024,

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

The Company has not accepted any deposit from the public during the year under review.

The Board approved the allotment of 1,686,000 fully paid-up equity shares to the Non-Promoter group at a price of Rs. 135.10 per share, which includes a premium of Rs. 125.10 per share. The total amount received from this allotment is Rs. 22,77,78,600. As a result of this the present issued, subscribed, paid up Share Capital of the Company is INR. 11,68,43,000 except this there were no changes in the capital structure of the Company during the year under review.

During the year the company entered into a partnership with Alevia Healthcare s.r.o,, a reputable organization based in Prague, Czech Republic, to launch a new project aimed at Catering to the pharmaceutical markets of the European Union. Additionally, the Company incorporated a subsidiary on 26th February, 2024 under the name SPL infusion Private Limited and holds 60% shareholding in the same except this there were no other Subsidiary, Joint Venture or Associate Company.

The Company has Five Directors with an optimum combination of Executive and Non-Executive Directors including Two women director. The Board comprises of Three Non-Executive Independent Directors.

1. Ms. Ritu Puglia resigned from the post of Company Secretary Cum Compliance officer of the Company with effect from

12th December, 2023;

2. Ms. Pooja Vijay Gohil was appointed as the Company Secretary Cum Compliance officer of the Company with effect from

05th February, 2024;

Subsequent to the closure of the financial years and as on the date of signing of this report following re-constitution of the

Board of Director and Key Managerial Personnel held as followed:

1. Resignation of Mr. Hitesh Rajnikant Khona Chief Financial Officer of the Company with effect from 08th April, 2024;

2. Resignation of Mr. Shrenik Kumar Parasmalji Solanki, Independent Director of the Company with effect from 08th April, 2024;

3. Change in Designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106), From Non-Executive Director to Executive Director with effect from 08th April, 2024;

4. Appointment of Mr. Pritesh Jain as a Chief Financial Officer of the Company for a term of 5 (five) years commencing from

08th April, 2024;

5. Appointment of Mr. Abhay Shah as an Additional Independent Director on the Board of the Company for a term of 5 (five) years commencing from 08th April, 2024.

1. Change in Designation of Mr. Srivardhan Ashwani Khemka (DIN: 08942106), From Non-Executive Director to Executive Director with effect from 08th April, 2024;

2. Appointment of Mr. Pritesh Jain as a Chief Financial Officer of the Company for a term of 5 (five) years commencing from

08th April, 2024;

3. Regularization of the appointment of Mr. Abhay Shah as an Independent Director on the Board of the Company for a term of 5 (five) years commencing from 08th April, 2024.

During the year ended 31st March, 2024, There were no material changes and commitments which affects the financial po -sition of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management.

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the company www.sanjivani.co.in

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The action areas identified out of evaluation process have been discussed and are being implemented Remuneration Com -mittee, which is in.

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, inde -pendence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed through the web link: www.sanjivani.co.in

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report as Annexure – I which includes the state of affairs of the Company.

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – II and form an integral part of this report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at corporate@sanjivani.co.in

During the year under review, the provisions of Corporate Governance under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

The Board of Directors met Five (5) times on 06th May, 2023, 24th July, 2023, 18th October, 2023, 25th December, 2023, 05th February, 2024, during the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

As on 31st March, 2024, the Board has 3 (Three) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are placed before the Audit Committee.

The management believes that internal controls are the prerequisite of governance and that action emanating from agreed business plans should be exercised within a framework of checks and balances. The management is committed to ensuring adequate internal controls environment commensurate with the size and complexity of the business, which assures compliance with internal policies, applicable laws and regulations, ensures reliability and accuracy of records, promotes operational efficiency, protects resources and assets, helps to prevent and detect fraud, errors and irregularities and overall minimizes the risks. The Company has a well-established internal controls framework comprising a set of policies, procedures and systems, instrumental in enhancing the efficiency and effectiveness of business operations, reducing risks and costs, and improving decision-making and accountability.

Internal financial controls framework, sub-set of internal controls framework assures the reliability and accuracy of financial reporting and the preparation of financial statements for external purposes following generally accepted accounting principles

As a Company of repute and global standing, Sanjivani Parenteral Limited is committed to conducting its business by adopting the highest standards of professional integrity and ethical behaviour. The organization has a detailed Global Code of Conduct (‘Code’) that directs the Employees to uphold the Company values and urges them to conduct business with integrity and the highest ethical standards. Management intends to prevent the occurrence of any practice not in compliance with this Code through the Global Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees for responsible reporting of Code violations by Employees.

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The

Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

R.B .Gohil & Co. Chartered Accountants, were appointed for a period of 5 years from the financial period year 01-04-2022 till 31-03-2027. Independent Auditor’s Report on Quarterly and Year to Date Financial results of Sanjivani Parenteral ltd. pursuant to the regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditor’s Report for the financial year ended 31st March, 2024, has been issued with an unmodified opinion, by the Statutory Auditors. Further, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The Board had appointed M/s. HD and Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as ‘Annexure III’ to this Report. The Secretarial Audit Report for the year does not contain any qualification, reser -vation or adverse remark except a comment, as follows, which, in the opinion of the Board is self-explanatory.

The Company is not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013.

Business Responsibility & Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

The Company is not mandated to establish a Corporate Social Responsibility (CSR) Committee or to formulate a CSR policy, as it does not fall under the provisions of Section 135 of the Companies Act, 2013. However, CSR requirements will apply for the financial year 2024-25, and the Company is required to comply with the reporting obligations for that period."

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as ‘Annexure IV’ to this Report.

In any organization communication with employee is a key determinant factor of success your Company believes that employees are the most valued assets for success and growth of the Company. Your Company had implemented internet network for communication between management and employees for enhanced accessibility and transparency. Company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year, the company received in-principle approval under Regulation 28(1) of SEBI (LODR) Regulations, 2015, as per BSE’s letter dated 23rd January 2024, for the issuance of 1,686,000 equity shares and 600,000 warrants convertible into 600,000 equity shares to promoters and non-promoters on a preferential basis except this there were no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status of the Company.

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act’) in form MGT-7 is made available on the website of the Company and can be accessed at https://sanjivaniparanteralltd/annual-return

The Company has complied with the applicable secretarial standards as amended from time to time.

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024and of the profit of the Company for the year ended on that date;

2. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors wish to thank all stakeholders, employees and business partners, Company’s bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.