Your Directors have pleasure in presenting this 19^th (Nineteenth) Annual Report along with the Audited Financial
Statements for the year ended 31^st March, 2025.

FINANCIAL SUMMARY/PERFORMANCE/STATE OF COMPANY'S AFFAIRS

The Highlights of the standalone and consolidated financial Statements for the year 2024-25 (as per the IND-AS) are
as given below:

lakhs

> Standalone Financial Statement:

During the year, your Company delivered a robust performance, revenue from operations stood at ^333.37 crores in
the year 2024-25, reflecting a growth of 11.12% over the previous year's revenue of ^300.00 crores. EBITDA was at
^48.18 Crores, as against ^38.27 Crores during the previous year. Your Company created a provision of ^505.99 lakhs
for doubtful debts against outstanding trade receivables, leading to a decline in EBITDA to that extend.

> Consolidated Financial Statement:

Your Company reported revenue from operations of ^304.72 crores during the year 2024-25 as against ^305.96 crores
in the previous year. The Consolidated EBITDA stood at ^49.90 crores as compared to ^34.94 crores in the preceding
year. The Net Profit for the year under review was ^18.73 crores as against ^6.33 crores in the previous year, thereby
registering over a three-fold increase.

Mahi Drugs Private Limited (subsidiary)' operational revenue for the year increased by 41% as compared to the
previous year and also net loss reduced by 50% as compared to the previous year. (Financials of the subsidiary is
available in the website of the Company at www.smslife.in/financials.php).

> USFDA inspection of subsidiary:

During the year, United States Food and Drug Administration (US FDA) conducted a successful inspection of
subsidiary company at its API manufacturing facility located at Plot No.82, Jawaharlal Nehru Pharma City, Parawada
Vishakhapatnam - 531019, with zero observations.

> Future outlook:

Your Company remains focused on driving sustainable growth through capacity expansion, strengthening of R&D and
process development capabilities and further consolidation of its presence in the global API and its intermediates.
Additionally, your Company is continuously exploring various verticals and opportunities across manufacturing, quality
control, supply chain and operational domains with the objective of enhancing process optimization, improving yield
and product quality, boosting operational efficiency and ensuring compliance.

> Management Discussion and Analysis report:

Report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as a separate Report in this
Report as Annexure 2.

> Dividend:

Your Directors are pleased to recommend a dividend of ^1.50 (Rupee One and Fifty paisa only) per equity share of the
face value of ^10/- each at a dividend payout ratio of 2.12% for the year ended 31^st March, 2025. Dividend Distribution
Policy pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
not applicable to your Company.

> Name change of your Company:

Board of Directors of your Company in the meeting held on 29^th May, 2025 has approved to change the name of your
Company as "HALEOS LABS LIMITED" because the proposed name is intended to accurately reflect the core business
activities of the Company, enhance and reposition its brand identity and provide greater leverage to explore new
verticals and expand into broader geographical markets.

The term "Haleos" is a coined word derived from "Hale", meaning "Good Health" and "Leos", symbolizing "Strength".
The Board believes that the proposed name effectively aligns with your Company's core objectives and long-term
vision. The rebranding initiative is designed to represent your Company's commitment to "Chemistry for Good Health"
and to establish a distinct and focused identity within its industry peer group.

In this regard, your Company has obtained shareholders' approval through Postal Ballot conducted between
1^st July, 2025 and 30^th July, 2025, and the results were declared on 1^st August, 2025. The requisite other regulatory
approvals are currently under process.

The Board members hereby assure that the objects and the line of business of your Company stays untouched. The
proposed change in name of your Company would not result in change of the legal status, constitution, turnover,
operations or activities of your Company, nor would it affect any rights or obligations of your Company or the
members and stakeholders.

> USFDA inspection:

During July 2025, your Company has received Establishment Inspection Report (EIR) with a Voluntary Action Indicated
(VAI) status from the U.S. Food and Drug Administration for its API manufacturing facility (Unit 1) located at Kazipally,
Telangana.

This reaffirms your Company's commitment to maintaining global quality standards and enables access to the
regulated US market and other highly regulated global markets.

> Transfer to reserves:

Your Board of Directors has approved for transfer of ^200 lakhs to the general reserve. Current general reserves stand
at ^7,416.02 lakhs.

> Credit rating:

Details of credit rating ascribed by rating agencies are disclosed in the Corporate Governance Report forming part of
this Annual Report. The credit rating is a reflection of your Company's strong financial position and discipline.

> Material changes and commitments:

Except otherwise stated herein in this Report, there are no material changes and commitment affecting financial
position of your Company from the closure of year ended on 31^st March, 2025 and till the date of this Annual Report.

> Change in the nature of business:

The Board of Directors hereby confirm that there is no change in the nature of business carried on by your Company
during the year ended 31^st March, 2025.

BOARD OF DIRECTORS

As on 31^st March, 2025, your Company's Board had 7 (Seven) Directors comprising of 3 (three) Executive Directors and

4 (four) Non-Executive Independent Directors.

The Board consist of 2 (two) Women Directors. (1 Executive and 1 Independent Director).

The details of Directors and composition of various committees of the Board and other details are provided in

Corporate Governance Report forming part of the Annual Report.

Board is of the opinion that the Directors of your Company possess requisite qualifications, experience and expertise

(including the proficiency) and hold highest standards of integrity.

> Changes in Directors and Key Managerial Personnel:

During the year and between the end of the year and date of this report, following are the changes in Directors
and Key Managerial Personnel of your Company:

Appointment:

Ý The Board of Directors at their meeting held on 12^th February, 2025 and Shareholders of your Company through
Postal Ballot held between 1^st April, 2025 to 30^th April, 2025, result of which was declared on 2^nd May, 2025,
approved the appointment of Mrs. Sundaramma Patibandla (DIN: 02366355), as Non-Executive and Women
Independent Director of your Company, for a term of 5 (five) consecutive years w.e.f. 12^th February, 2025.

Reappointment:

Ý The Board of Directors at their meeting held on 12^th February, 2025 and Shareholders of your Company through
Postal Ballot held between 1^st April, 2025 to 30^th April, 2025, result of which was declared on 2^nd May, 2025,
approved the reappointment of Mr. TVVSN Murthy (DIN: 00465198), as Managing Director of your Company, for
a period of 3 (three) years w.e.f. 1^st June, 2025.

Ý The Board of Directors at their meeting held on 29^th May, 2025 and Shareholders of your Company through
Postal Ballot held between 1^st July, 2025 to 30^th July, 2025, result of which was declared on 1^st August 2025,
approved the reappointment of Mr. TV Praveen (DIN: 08772030), as Executive Director of your Company, for a
period of 3 (three) years w.e.f. 1^st September, 2025.

Retirement by Rotation:

Ý Mr. TV Praveen (DIN: 08772030), Executive Director of your Company, who retired by rotation at the
18^th AGM, was re-appointed by the Members of your Company pursuant to the provisions of Section 152(6) of
the Companies Act, 2013. Accordingly, Mrs. Sudeepthi Gopineedi, (DIN: 09102540), Whole-time Director of your
Company, is liable to retire by rotation and being eligible, offers herself for re-appointment at the 19^th AGM of
the Company.

Resolution seeking shareholders' approval for her reappointment along with brief profile and other required
details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forming part of this Report as Annexure 1.

None of the aforesaid Directors are disqualified under Section 164(1) or 164(2) of the Companies Act, 2013 and are

not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

> Declaration by Independent Directors:

In terms with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Independent Directors of your Company have submitted declarations that
they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and also Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors
have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent
Directors are registered on the Independent Directors Databank.

> Formal Annual Evaluation:

Your Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and
of the individual Directors including independent directors, pursuant to the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on Board
evaluation issued by SEBI, seeking inputs from the Directors individually and the Committees through a structured
questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness,
maximizing strengths and highlighting areas for further improvement, etc. In a separate meeting of the Independent
Directors, performance of the non-independent Directors and the Board was evaluated taking into account the views
of the non-independent Directors and the same was also reviewed in the Board meeting.

The Independent Directors noted that your Company does not have a full-time Chairman. Accordingly, in terms of
Clause 72 of the Articles of Association, the Board is required to elect one of the Directors present at the meeting to
act as chairman of that meeting.

Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors
being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report
that forms part of this Report

> Directors' Responsibility Statement:

Your Board of Directors would like to assure that the financial statements for the year under review is as per the
requirements of the Companies Act, 2013 and guidelines issued by SEBI and further confirm that:

Ý in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures.

Ý 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 your
Company as at the end of year and of the profit and loss of your Company for the year 2024-25.

Ý proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing
and detecting fraud and other irregularities;

Ý the annual accounts were prepared on a going concern basis;

Ý proper internal financial controls were in place and that such internal financial controls are adequate and were
operating effectively; and

Ý proper systems to ensure compliance with the provisions of all applicable laws have been devised and such
systems were adequate and were operating effectively.

> Code of Conduct for Directors and Senior Management:

Your Company has formulated a Code of Conduct for Directors and Senior Management Personnel. All Directors and
Senior Management Personnel had affirmed that they have complied with the provisions of the said code during the
year ended 31^st March, 2025. Certificate affirming the same is enclosed as Annexure 3 to this report.

> Nomination & Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, laid down following
polices for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their
remuneration.

The extract of the Nomination & Remuneration Policy covering the salient features are provided in the Corporate
Governance Report forming part of the Annual Report.

> Familiarization Programme:

Your Company has adopted familiarization Programme for Independent Directors with an objective of acquainting
them with the business and operations of your Company through various structured oriented programme. The
familiarization Programme also intends to update the Directors on a regular basis on any significant changes therein,
enabling them to take well informed and timely decision.

The induction programme includes:

Ý Independent Directors have one-to-one discussion with the Managing Director, Executive Director and Chief
Financial Officer to familiarise them with the Company's operations.

Ý Compliance Officer makes presentations to the Board periodically on the amendments to applicable laws, new
enactments which are critical to the business operations of the Company and the compliance status of such laws.

Policy Weblink: www.smslife.in/pdf/familiarization-programme-for-independent-directors.pdf

> Key Managerial Personnel

The Key Managerial Personnel of your Company as on 31^st March, 2025 in accordance with the provisions of Section
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is as below:

Ý Mr. TVVSN Murthy, Managing Director

Ý Mr. N Rajendra Prasad, Chief Financial Officer

Ý Mr. Trupti Ranjan Mohanty, Company Secretary

There is No change in KMP's of your Company during the year.

> Directors and Officers Liability Insurance ('D&O')

Your Company has suo-moto taken Directors and Officers Liability Insurance ('D&O insurance') for all its Directors and
members of the Senior Management pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

AUDITORS AND AUDITORS' REPORT

> Statutory Auditors:

M/s. Rambabu & Co., Chartered Accountants (FRN: 002976S), were reappointed as Statutory Auditors of the Company
for a period of 5 consecutive years till the conclusion of 20^th AGM to be held in the year 2025-26.

The report given by M/s. Rambabu & Co., Chartered Accountants, Statutory Auditors on the financial statements of
the Company for the year 2024-25 forms part of the Annual Report.

The comments on statement of accounts referred to in the Auditors' Report are self-explanatory. The Auditors' Report
does not contain any qualification, reservation or adverse remark.

> Secretarial Auditors:

M/s. SVVS & Associates Company Secretaries LLP, (LLPIN - AAE-9368; ICSI UID: L2015MH000700) were appointed as
the Secretarial Auditors of the Company for the year 2024-25 at the Board meeting held on 27^th May, 2024 pursuant
to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Secretarial Auditors, have issued following report for the year 2024-25:

Ý Secretarial Audit Report for the Company (Annexure 4)

Ý Secretarial Audit Report for the material subsidiary of the Company (Annexure 5)

The aforesaid report does not contain any qualification, reservation or adverse remarks.

Further, the Board of Directors at its meeting held on 29^th May, 2025, have appointed M/s. SVVS & Associates
Company Secretaries LLP, (LLPIN - AAE-9368; ICSI UID: L2015MH000700), as the Secretarial Auditors of the Company
to undertake the Secretarial Audit for a term of five consecutive years i.e. from the year 2025-26 to the year 2029-30,
subject to approval of the shareholders.

Resolution seeking shareholders' approval for the reappointment along with brief profile and other required details as
required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
provided in the explanatory statement to the AGM notice.

Further, Company has obtained Annual Secretarial Compliance Report from Mr. C. Sudhir Babu, Practicing Company
Secretary (Proprietor, CSB Associates) on 29^th May, 2025, pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Annexure 6) and the same was also submitted to the Stock Exchange(s)
on 30^th May, 2025.

The aforesaid Report has below observation:

> Cost Auditors:

M/s. Harshitha Annapragada & Co., Cost Accountants, was appointed as the Cost Auditors of the Company to carry
out the audit of cost records of the Company as specified by the Central Government under Sub-Section (1) of Section
148 of the Companies Act, 2013, as made and maintained by the Company, for the year 2024-25, at the Board meeting
held on 27^th May, 2024.

There was no qualification, reservation or adverse remark or observation/suggestion in the Cost Audit Report for the
year 2024-25.

Further, based on the recommendation of Audit Committee, M/s. Harshitha Annapragada & Co., Cost Accountants,
being eligible, have also been appointed by the Board at its meeting held on 29^th May, 2025 as Cost Auditors to audit
the cost records of the Company for the year 2025-26. The remuneration payable to M/s. Harshitha Annapragada &
Co for the year 2025-26 is subject to ratification by the Members at the ensuing AGM.

> Internal Auditors:

Your Company continues to engage M/s Adusumilli & Associates, Chartered Accountants (Firm No. 06983S) as the
Internal Auditors in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014. Internal Auditors submit their report on quarterly basis to the Audit Committee. Based on the
report of internal audit, management undertakes corrective action in the respective areas and takes necessary steps
to strengthen the levels of Internal Financial and other operational controls.

> Reporting of fraud by the Auditors:

During the year, none of the auditors have reported any instance of fraud committed as prescribed under Section
143(12) of the Companies Act, 2013 in the Company by its officers or employees.

> Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to its financial statements. These
controls ensure the accuracy and completeness of the accounting records and the preparation of reliable financial
statements.

Details in respect of internal financial controls and their adequacy is included in the Management Discussion and
Analysis Report, which forms part of this Annual report. Certificate pursuant to Regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure 7 to this report.

> Vigil Mechanism / Whistle Blower Policy:

Your Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and
Employees in conformation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and
regulations and the Code of Conduct. Such genuine concerns can be raised by a Whistle-blower through an e-mail or
a letter to the Chairman of the Audit Committee.

Your Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to
ensure that requisite standards of professional and ethical conduct are always upheld. This mechanism also provides
for adequate safeguards against victimization of director(s)/ employee(s) who avail the mechanism and also provide
for direct access to the Chairman of the Audit Committee.

Policy Weblink: www.smslife.in/pdf/Whistle%20Blower%20Policy.pdf

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

Your Company has only 1 (one) Subsidiary with 60% stake i.e. Mahi Drugs Private Limited (also material subsidiary
in accordance with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015),
which operates manufacturing and sale of Intermediates of Active Pharma Ingredients. The products being sold under
this segment are of similar nature and comprises of pharmaceutical products only.

Ý Your Company has no joint venture or Associate Companies as on 31^st March, 2025.

Ý No company has ceased to be a subsidiary/ associate/ joint venture of the Company during the year.

The contribution of Subsidiary to the overall performance of the Company is outlined in the Consolidated Financial
Statements for the year 2024-25, forming part of the Annual Report and a statement in Form AOC-1 containing the
salient features of the financial statements of the Company's subsidiary for the year 2024-25 is also attached forming
part of the Annual Report as Annexure 8.

Policy Weblink: www.smslife.in/pdf/Policv%20for%20determinine%20Material%20Subsidiaries.pdf
DEPOSITS

Your Company has not accepted any deposits from the public covered by provisions of Section 73 of the Companies
Act, 2013, no amount on account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 4 (four) Board meetings were convened and held. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of all Board/ Committee meetings held during the year 2024-25 are
given in the Corporate Governance Report.

> Sub-committees of Board:

Pursuant to the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in
the Corporate Governance Report.

> Corporate Governance Report:

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investor's interest
as well as healthy and sustainable growth of the Company. It upholds and adheres to highest standards of Corporate
Governance and the requirements set out by the SEBI and other statutory bodies.

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Corporate Governance Report for the year 2024-25 as required under SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015 of the Company is attached to this report as Annexure 9.

The certificate from M/s. Rambabu & Co., Statutory Auditors of the Company with regard to compliance of conditions
of corporate governance as stipulated under Schedule V (E) of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 is annexed to the Report on Corporate Governance as Annexure 9A.

Further, a Certificate from Mr. C. Sudhir Babu, Company Secretary in Practice, Hyderabad (ICSI Memb. No. 2724 and
C.P. No. 7666) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, that none of the Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as Directors of companies by SEBI / Ministry of Corporate Affairs or
any such statutory authority, is provided in Annexure 10 of this Report.

SHARE CAPITAL

As on 31^st March, 2025, the Authorized Share Capital of the Company was ^3,50,00,000/- (Rupees Three Crore and
Fifty Lakhs only) divided into 35,00,000 (Thirty Five lakhs) Equity Shares of face value of ^10/- each.

As on 31^st March, 2025, the issued, subscribed and paid-up Equity Share Capital of the Company was ^3,02,32,870/-
(Rupees Three Crore Two lakhs Thirty Two Thousand Eight Hundred and Seventy only) comprising of 30,23,287 (Thirty
Lakhs Twenty Three Thousand Two Hundred and Eighty Seven) Equity Shares of face value of ^10/- each.

During the year under review:

Ý There was no change in capital structure of your Company.

Ý The Promoter's Shareholding as on 31^st March, 2025 has increased from 71.19% to 71.41% and Public
shareholding has decreased from 28.81% to 28.59%.

Equity shares of your Company are listed in National Stock Exchange of India (NSE) and BSE Limited (BSE) and the
Company has paid the necessary Annual Listing Fees for the year 2025-26.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has also issued Corporate Guarantee to the Bankers for the loans sanctioned to Mahi Drugs
Private Limited and the guarantees provided are well within the limits prescribed under Section 186 of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions executed during the year were with the requirements of the Companies Act, 2013,
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Policy on Materiality of Related
Party Transactions and dealing with Related Party Transactions.

Policy Weblink: www.smslife.in/pdf/Policv%20on%20materialitv%20of%20Related%20Partv%20Transactions%20
&%20dealine%20with%20Relat.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and related parties. All Related Party Transactions are placed before the Audit Committee for
review and approval.

Prior approval is obtained for Related Party Transactions for transactions which are of repetitive nature. All contracts
and arrangements with related parties were at arm's length and in the ordinary course of business of the Company.
There are no materially significant Related Party Transactions entered into by the Company with related parties which
may have potential conflict of interest with the Company. Statement of transactions with related parties during the
year is given at note no. 45 to the notes of standalone financial statements.

In accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars
of the contracts or arrangements with related parties referred to in Section 188(1) of the Act, in Form AOC-2 is attached
as Annexure 11 to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The ratio of the remuneration of each Director to the median's employee's remuneration and other details in terms
of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided in separate annexure forming part of this report as
Annexure 12.

Disclosure as per Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is as mentioned below:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is deeply committed to discharging its social responsibility as an integral aspect of its Corporate
Governance philosophy, consistently acting in an ethical and socially motivated manner and contributing to the
development of society. Efforts to touch and transform lives are focused by promoting healthcare, education and rural
development.

During the year, the Company has spent ^37 lakhs towards CSR projects In terms of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR Activities is
attached with this report as Annexure 13.

> Environmental Sustainability Governance:

Your Company is committed to building sustainable business and has initiated various ESG initiatives like, water
conservation, energy conservation projects, tree plantation and others with goal to achieve planet resilience and a
commitment towards carbon neutral environment.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is are
provided in separately forming part of this report as Annexure 14.

OTHER STATUTORY REPORTS

> Transfer of unpaid/ unclaimed dividend to IEPF:

All the unpaid or unclaimed dividends including the shares on which dividend has not claimed are required to be
transferred by the Company to the IEPF Authority after the completion of 7 (seven) years in accordance with the
applicable provisions of the Companies Act, 2013 read with the Companies Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"). The Shareholders are requested to
read the instructions given in Note no. 21 to the AGM Notice, forming a part of this Annual Report.

During the year, your Company was not required and had not transferred any unclaimed dividend amount or shares
to the IEPF Authority. However, the unclaimed fractional sale proceeds amounting to ^5,97,721/- arising pursuant
to the demerger, was transferred to the Investor Education and Protection Fund (IEPF) on 10^th January, 2025. Eligible
claimants are required to approach the IEPF Authority directly to claim their respective unclaimed amounts.

Details of unclaimed dividends and sale proceeds of fractional shares are available on the website of the Company at
www.smslife.in/shareholdine-information.php.

> Details of Nodal Officer:

The details of the Nodal Officer appointed under the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, are given below and the same is disseminated on the website
of the Company.

> Business risk management

Your Company has a robust Business Risk Management framework to identify, evaluate business risks and opportunities.
This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the
Company's competitive advantage. The business risk framework defines the risk management approach across the
Company at various levels including documentation and reporting. The framework has different risk models which
help in identifying risks trend, exposure and potential impact analysis at a Company.

Policy Weblink: www.smslife.in/pdf/Risk-Manaeement-Policv.pdf

> Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Your Company has in place an Internal Complaints Committee (ICC) to redress complaints received regarding sexual
harassment at the workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second Amendment Rules, 2025.

Following details are reported as on 31^st March, 2025,

Ý Number of sexual harassment complaints received during the year: 0

Ý Number of complaints disposed of during the year: 0

Ý Number of complaints pending for more than 90 days: 0

Ý Number of employees as on the closure of financial year: Female: 30 & Male: 562
Website Weblink: www.smslife.in/pdf/Prevention%20of%20Sexual%20Harassment.pdf

> Statement on Compliance with the Maternity Benefit Act, 1961:

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive
workplace for women employees.

> Code for Prevention of Insider Trading:

The objective of the aforesaid Code is to regulate, monitor and report trading by its Designated Persons and Immediate
Relatives of Designated Persons towards achieving and protecting the interest of Stakeholders at large. In compliance
with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, a Structured Digital Database is
maintained by the Company with adequate internal controls and trading restrictions are imposed on the designated
persons and their immediate relatives in accordance with the Code of Conduct to regulate, monitor and report trading
in securities of the Company.

Code Weblink: www.smslife.in/pdf/Code%20of%20Conduct%20for%20prevention%20of%20Insider%20Trading.pdf

> Designated person with respect to beneficial interest in shares:

Mr. TVVSN Murthy, Managing Director of the Company is designated person for furnishing, and extending co¬
operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest
in shares of the Company pursuant to Section 89 of the Companies Act, 2013 read with Rule 9(4) of the Companies
(Management and Administration) Rules, 2014 and other applicable provisions.

> Compliance with Secretarial Standards:

During the year, your Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

> Annual Return:

The Annual Return of the Company pursuant to Sections 92(3) and 134(3)(a) and of the Companies Act, 2013 is
available on the website of the Company.

Policy Weblink: www.smslife.in/financials.php

> Weblink of policies:

Company has adopted various statutory policies / codes as required under Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

Policy Weblink: www.smslife.in/policies.php

GENERAL DISCLOSURE:

Your Directors states that no disclosure or reporting is required in respect of the following matters under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account
of the absence of any transaction or the inapplicability of the provisions:

Ý No agreement has been executed by the shareholders, promoters, promoter group related parties, Directors,
KMPs and employees of the Company and its Subsidiary pursuant to Regulation 30A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 which might Impact the management or control of the Company
/ Impose any restriction on the Company, except in normal course of business.

Ý No special rights have been granted to any shareholders of the Company, hence no compliance pursuant to
Regulation 31B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is required.

Ý 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.

Ý No shares pursuant to differential rights / sweat equity shares / Employees Stock Option Scheme were issued
during the year and accordingly, no information was required to be furnished.

Ý No remuneration or commission was received by Managing Director or the Whole-time Directors of the Company
from the Subsidiary Company as per section 197(14) of the Companies Act, 2013.

Ý Business Responsibility and Sustainability Report (ESG reporting) is not applicable to the Company.

Ý There was no revision in the financial statements.

Ý There were no instances of failure of implementation of any Corporate Actions.

Ý Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions
and/ or banks during the year under review.

Ý There were no proceedings against your Company under the Insolvency and Bankruptcy Code, 2016 and no one
time settlement of financial dues during the period under review.

Ý No transactions, with person(s) or entity(ies) belonging to the Promoter / Promoter Group which hold(s)
10% or more shareholding in the Company, as per Schedule V (2A) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, during the period under review, except the managerial remuneration paid to
Mr. TVVSN Murthy, Promoter and Managing Director of the Company.

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has
been laid out in the Annexures and Notes attached to the Financial Statements forming part of this report.

ACKNOWLEDGEMENTS:

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all
functions, as well as optimum utilization of the Company's resources for sustainable and profitable growth.

We wish to place on record our appreciation to business partners, members, bankers and other stakeholders for their
continued support during the year. We also place on record our appreciation to all employees for their hard work,
dedication and contributions to the growth of the Company. Your Directors also extend sincere gratitude to the Central
Government, State Governments and all other Government agencies for their continued co-operation, assistance and
encouragement.

By Order of the Board
For SMS Lifesciences India Limited

TV Praveen TVVSN Murthy

Date : 11.08.2025 DIN: 08772030 DIN: 00465198

Place: Hyderabad Executive Director Managing Director

1

Includes perquisites |^##indudes commission

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the
year 2024-25 was in conformity with the Nomination and Remuneration Policy of the Company and within the limits
approved by the shareholders.