Sun Pharma Advanced Research Company Ltd

Dear Members,

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor?s Report there on form part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the year under review.

DIVIDEND

In view of the losses incurred during the year, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to general reserve for the year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations?), the Board of Directors of the Company (the ‘Board?) formulated and adopted the Dividend Distribution Policy (the ‘Policy?). The Policy is available on the website of the Company at https://sparc.life/ statutory-disclosures/policies-and-codes/

ANNUAL RETURN

The Annual Return as required under Section 134(3) and Section 92(3) of the Act in Form MGT-7 is made available on the website of the Company and can be accessed through the web link https:// sparc.life/statutory-disclosures/shareholders-meeting/

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As on March 31, 2025, the Company has one Wholly Owned Subsidiary namely SPARCLIFE Inc. incorporated in Delaware, USA on September 25, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of the Company?s subsidiary in prescribed Form AOC – 1 is attached as Annexure 1 and forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the audited Standalone and Consolidated Financial Statements of the Company are available on the Company?s website at https://sparc. life/statutory-disclosures/shareholders-meeting/

SHARE CAPITAL

During the year under review there has been no change in the capital structure of the Company. The paid-up capital of the Company as of March 31, 2025 is RS. 32,45,21,588/- (Thirty two Crores Forty-Five Lacs Twenty-One Thousand Five Hundred and Eighty-Eight Only).

DETAILSOFCHANGESINDIRECTORSANDKEYMANAGERIAL PERSONNEL

The following changes occurred in the composition of the Board of Directors and Key Managerial Personnels of the Company during the FY 2024-25:

Ms. Vidhi Shanghvi (DIN: 06497350) was appointed as an Additional Non-Executive Director with effect from July 15, 2024 and her appointment as Director of the Company was approved by shareholders at the 19th Annual General Meeting of the Company held on August 12, 2024.

Mr. Anup Rathi was appointed as Chief Financial Officer with effect from June 06, 2024.

Mr. Sudhir V. Valia retired from the Board as Non-Executive Director with effect from August 12, 2024.

Mr. Chetan Rajpara has ceased from the position of Chief Financial Officer with effect has ceased from June 05, 2024.

Retirement by rotation:

In accordance with the provisions of section 152 of the Act read with rules made thereunder, Mr. Dilip Shanghvi (DIN: 00005588) Director of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as Director of the Company.

After the year end and up to the date of this Board Report, the following development have taken place in the Board composition and Key Officials of the Company:

1. Ms. Bhavna Doshi and Dr. Ferzaan Engineer, would cease to be the Directors upon completion of their second term as Independent Directors of the Company from conclusion of 20th Annual General Meeting of the Company to be held on August 12, 2025.

2. The Board of Directors at its meeting held on May 19, 2025, and pursuant to the recommendation of the Nomination and Remuneration Committee had approved the appointment of Ms. Rekha Warriar and Mr. Venkateswarlu

Jasti as Independent Directors of the Company for a term of five years with effect from May 19, 2025 to May 18, 2030, subject to approval of the members at the ensuing 20th Annual General Meeting of the Company.

DIRECTORS? RESPONSIBILITY STATEMENT

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: a) In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have 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 as of March 31, 2025 and of the loss of the Company for the year ended on that date; c) 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 such internal financial controls are adequate and operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 5 of the (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided in the Corporate Governance Report forming part of this Annual Report. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Independent Directors Databank, maintained by Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, all the Independent Directors of the Company satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.

POLICY ON DIRECTORS? AND SENIOR MANAGEMENT APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation received, if any, from a board member. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Act or other applicable laws.

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for selection, appointment and remuneration of Directors. The summary of Remuneration Policy is disclosed in the Corporate Governance Report, which forms a part of Annual Report.

The Policy as approved by the Board is available on the website of the Company and can be accessed through the web link https:// sparc.life/statutory-disclosures/policies-and-codes/

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program 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 Familiarization Program conducted are available on the website of the Company and can be accessed through the web link https://sparc.life/statutory-disclosures/ board-of-directors/

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR

The Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for Board Evaluation is duly approved by Nomination and Remuneration Committee which is in line with the SEBI Guidance Note on Board Evaluation. This process is conducted through structured questionnaires which cover various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Member?s strengths and contribution, execution and performance of specific duties, obligations and governance.

The Board reviewed the performance of the Individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director) and contribution. The performance of each individual Independent Director was reviewed, based on the additional criteria of independence and independent views & judgment. Similarly, the performance of the Chairman was evaluated based on additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairman) and ability to keep shareholders? interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Chairman taking into account the views of other non-executive Directors and performance of the Board as a whole was evaluated.

Performance evaluation of the Board, its various Committees and individual Directors including Independent Directors and Chairman was found satisfactory. The Board also assessed the fulfilment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

Information as per Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure 2 to this Report. Further, pursuant to section 136 (1) of the Act, the Annual Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) of the aforesaid rules. In terms of section 136 of the Act, the said information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company either at the Registered/ Corporate Office address or by email to secretarial@sparcmail.com

HUMAN RESOURCE

SPARC presently has a workforce of 316 dedicated individuals – 85% of which are highly qualified and experienced scientists in various fields. Last year, all initiatives in the area of talent acquisition, skill development and retention were focused on facilitating programs in the therapeutic areas of Oncology and Immunology. With the formation of the Product Development Groups which requires cross – functional working, training workshops on collaboration and team bonding were organized. SPARC concentrated on onboarding talent with specialized skills and invested in training programs to ensure employees are equipped with adequate competencies to drive their programs. SPARC made structural provisions to ensure an agile and empowered organization required to deliver on critical priorities.

The Company is committed to focus on its people strategies to deliver on its key priorities.

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

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, SPARC is committed to fostering a safe, respectful and a harassment-free workplace environment. SPARC strongly believes in gender neutrality and encourages hiring resources from all genders ensuring we create an environment free of any form of discrimination and harassment.

During the financial year ended March 31, 2025, there was no complaint received for sexual harassment. Also, there are no complaints pending as at the end of the financial year.

The 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. The organization conducted awareness programs aimed at promoting a culture of respect and inclusivity. We continue to remain dedicated to maintaining a zero-tolerance approach towards sexual harassment and ensuring the safety and well-being of all our employees.

Audit reports

The Auditors? Report for financial year ended March 31, 2025, does not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in this Integrated Annual Report. The Secretarial Audit Report in the Form No. MR-3 for the financial year ended March 31, 2025 is annexed as Annexure 3. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, in terms of section 143(12) of the Act.

Statutory Auditors

S R B C & CO LLP, Chartered Accountants, (Firm?s Regn. No. 324982E/ E300003), were re-appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 17th Annual General Meeting of the Company held on September 22, 2022 till the conclusion of the 22nd Annual General Meeting of the Company to be held in the calendar year 2027, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors

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 Obligations and Disclosure Requirements), 2015 and other applicable provisions, if any, the Board has appointed KJB & Co. LLP, Company Secretaries subject to approval of the Shareholders at the ensuing Annual General Meeting for a period 5 years from April 1, 2025 to March 31, 2030 to undertake the Secretarial Audit of the Company.

The Annual Secretarial Compliance Report for the financial year 2024-25 has been obtained from the Secretarial Auditor of the Company and the said Report has been submitted to the stock exchanges within the time prescribed under the SEBI Listing Regulations.

Cost records and cost audits

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under provisions of section 148 (1) of the Act are not applicable to the Company.

Details in respect of frauds reported by auditors

During the year under review, the statutory and secretarial auditors have not reported any instances of fraud committed in the Company by its officer and employees.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards as amended from time to time issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements and the same forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the year with the related parties were in the ‘Ordinary Course of Business? and on an ‘Arm?s Length Basis? and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company?s Policy on Related Party Transactions.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act exceeding ten percent of the annual turnover as per the last audited financial statements are given in Form AOC-2 provided as Annexure 4. The policy on Related Party Transactions as approved by the Board is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/ policies-and-codes/

BOARD MEETINGS

6 (Six) Board Meetings of the Board of Directors were held during the financial year. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 7 (seven) Committees, namely, Audit Committee, Stakeholders? Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Fund Management Committee and Securities Allotment Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms a part of this Annual Report. During the year under review, all recommendations made by the Committees (including Audit Committee) were accepted by the Board.

RISK MANAGEMENT

The Board of Directors has developed and implemented a comprehensive Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. Further, in compliance with the requirements of Regulation 21 of the Listing Regulations as amended from time to time, the Board of Directors of the Company has constituted a Risk Management Committee to oversee risk mitigation measures in the Company.

The details of composition of Risk Management Committee are included in the Corporate Governance Report which forms a part of this Annual Report.

The Risk Management Committee reviews, at regular intervals, the status of key risks and steps taken by the Company, to mitigate such risks.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial reporting risks. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company upgrades these systems on continuous basis.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)

Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meeting(s) of the Committee held during the year are given in the Corporate Governance Report which forms a part of this Annual Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/policies-and-codes/ Since the Company has incurred losses during the three immediately preceding financial years, the Company was not required to spend on CSR activities during the financial year ended March 31, 2025. However, in compliance with the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on ‘CSR Activities? as per prescribed format, is annexed as Annexure 5.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year, under the provisions of the Act and the rules framed thereunder.

CREDIT RATING

The credit rating of the securities/instruments/loans, credit facilities and other borrowings of the Company as on March 31, 2025 was as follows:

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Report and gives detail of the overall developments, performance and state of affairs of the Company?s businesses, during the financial year 2024-25 and the same is given in a separate part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed in maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The Company strives to achieve fairness for all stakeholders and to enhance long-term value to Shareholders. In compliance with Regulation 34 of the SEBI Listing Regulations, a report on Corporate Governance and the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance are attached to the report on Corporate Governance which forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2025, in the prescribed format as required under Regulation 34(2)(f) of the Listing Regulations, forms part of this Report and is also available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/shareholders-meeting/

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

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 annexed as Annexure 6.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant or material orders passed by the Regulators or Courts or Tribunals during the year which may impact the going concern status of the Company?s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To emphasize our commitment to integrity, SPARC maintains a robust whistle blower policy or vigil mechanism. The Company is focused around creating value for all the stakeholders and ensure highest level of honesty, integrity and ethical behavior in all its operations.

The Company gives priority to this vision for all its employees through the ‘SPARC Whistle Blower Policy?.

SPARC empowers employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behavior or practices) that may affect Company?s working or interest / image. During the financial year ended March 31, 2025, there was no information regarding any wrong doing which has been registered. The Policy is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/policies-and-codes/

Disclosure under section 43(a)(ii) of the Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Unpaid Dividend & Investor Education and Protection Fund (IEPF)

There was no transfer of unpaid and unclaimed amount to IEPF during the year under review.

Disclosure of proceedings pending or application made under Insolvency and Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal.

Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement

There was no instance of one time settlement with any Bank or Financial Institution during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, business partners, bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also express their gratitude to investors for the faith that they continue to repose in the Company.