Suven Life Sciences Ltd

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

Company focuses on the discovery and clinical development of innovative medicines that address unmet medical needs in central nervous system (CNS) disorders. We have portfolio of advanced stage clinical candidates and research programs that are designed for CNS disorders such as Alzheimer's disease (AD), Sleep disorders, Major depressive disorders (MDD), Parkinson's disease (PD), Schizophrenia,

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

During the year under review, your company has spent C 3,043 Lakhs on Research & Development of drug discovery molecules and will continue to spend in the years to come. Your Company reported a loss of C (4,708) Lakhs for the financial year 2024-25. The Earnings per Share (EPS) of your Company is C (2.16) per share in fiscal 2024-25 from the previous year EPS of C (1.13) per share in fiscal 2023-24. Your Company's standalone revenue from operations for the Financial Year 2024-25 is C 666 Lakhs. The consolidated revenue from operations for the Financial Year 2024-25 remained the same as that of standalone revenue. The consolidatedlossincurredC (16,074) Lakhsaremainlyduetoclinical development expenditure incurred by Suven Neurosciences, Inc., on various molecules in the clinical development programs.

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

During the year, your company has spent C 14,396 Lakhs (consolidated basis) on innovative R&D in CNS therapies. Suven has 4 clinical stage compounds, ongoing phase 3 study on Masupirdine (SUVN-502) on Agitation in Alzheimer's type patients, completed Phase 2 study and ready for Phase 3 study on Samelisant (SUVN-G3031) on Narcolepsy (excessive day time sleep disorder), ongoing Phase 2 study on Ropanicant (SUVN-911) and ready for phase 2 study on Usmapride (SUVN-D4010).

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

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

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

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

The paid up Equity Share Capital of the Company as on March 31, 2025 was C 2180.73 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

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

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

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

Your Directors state that:

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

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

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

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

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

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

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

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

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

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

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure – B".

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

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

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

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

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

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

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

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the SEBI LODR Regulations.

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

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

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

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

The Company has a comprehensive system of Internal Controls for effective conduct of business and ensure reliability of financial reporting. Your Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with management's general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews reports submitted by the independent internal auditors and monitors the functioning of the system.

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company: http://www.suven.com/policiesdocuments.aspx.

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

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

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

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

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries in Practice, Hyderabad to undertake the Secretarial Audit of the Company for FY 2024-25. The Report of the Secretarial Audit Report forms part of this report as"Annexure – D". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has recommended to appoint M/s. DVM & Associates LLP, (Firm Registration No. L2017KR002100) Company Secretaries as the Secretarial Auditors of the Company for the term of 5 (five) years i.e. from Financial Year April 01, 2025 to March 31, 2030.

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

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

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

On September 17, 2020, pursuant to approval by the shareholders in the AGM, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the SLSL ESOP 2020 scheme. In terms of the scheme the total number of options to be granted are 10,00,000 of face value of C 1/- each.

The nomination and remuneration committee (NRC) has granted 6,20,000 options under the SLSL ESOP 2020 scheme during the year ended 31st March, 2025. The granted options shall vest in tranches as decided by the NRC. Further, the total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the SLSL ESOP 2020 does not cumulatively exceed 1% of the issued capital.

The SLSL ESOP 2020 is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended and there has been no material change to the plan/ scheme during the fiscal. Employee Compensation Expenses (Share based payment expenses) for the year ended March 31, 2025, is C 127.45 Lakhs, as given in Note No. 18 of standalone & consolidated financial statements.

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

The Business Responsibility and Sustainability Report as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective, forms part of this report as "Annexure – F".

During the FY 2024-25, the Company has transferred C 4,62,491.00 Unpaid & Unclaimed Dividend to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

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

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

General

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

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

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

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

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

(iv) There are no significant material orders passed by the Regulators/ Courts, which would impact the going concern status of the Company and its future operations.

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

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