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Senores Pharmaceuticals Ltd. Mutual Fund Holding
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3466.22 Cr. P/BV 4.41 Book Value (Rs.) 170.71
52 Week High/Low (Rs.) 832/435 FV/ML 10/1 P/E(X) 59.19
Bookclosure EPS (Rs.) 12.72 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the Eighth (8th) Directors' Report of your company on the operations and
performance along with the Audited Standalone and Consolidated Financial Statements and the Auditor's Report
thereon, for the financial year ended on March 31, 2025 ("year under review/2024-25/2025/FY25").

FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total Income

60.53

40.85

417.51

217.34

Total Expenses before Depreciation & Finance cost

45.82

34.07

308.55

172.93

Profit / (Loss) before Depreciation & Finance Cost

14.71

6.78

108.96

44.41

Depreciation

3.08

2.04

16.84

10.02

Finance Cost

6.52

2.71

21.55

9.45

Profit / (Loss) Before exceptional and extraordinary
items and tax

5.11

2.03

70.57

24.94

Less: Exceptional items

-

-

-

-

Profit / (Loss) Before tax

5.11

2.03

70.57

24.94

Less: Current Year Tax
Deferred Tax

1.45

(0.03)

1.36

(0.14)

15.56

(3.33)

8.00

(15.76)

Profit / (Loss) from continuing operations

3.69

0.81

58.34

32.71

Profit / (Loss) from discontinuing operations

-

-

-

-

Profit for the period

3.69

0.81

58.34

32.71

Other Comprehensive Income

(0.23)

0.00

(3.53)

(1.07)

A. (i) Items that will not be reclassified to profit or loss

(0.29)

(0.06)

(0.38)

(1.06)

(ii) Income Tax relating to items that will not be
reclassified to profit or loss

0.06

0.06

0.06

0.32

B. (i) Items that will be reclassified to profit or loss

-

-

(3.21)

(0.33)

(ii) Income Tax relating to items that will be
reclassified to profit or loss

-

-

-

-

Total Comprehensive Income for the period

3.47

0.81

54.82

31.64

Earnings Per Share (EPS)

1.02

0.35

16.12

13.67

REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS

a. Standalone:

During the year under review, the Standalone Income stood at ' 60.53 Cr, as compared to last year's income of
' 40.85 Cr, which shows an increase by over 48.18% over last year due to increase in Sales, including export sale of
the Company. Due to this, the Company has made profit before tax of ' 5.11 Cr as compared to last year's Profit
of
' 2.03 Cr.

b. Consolidated:

During the year under review, the Consolidated income stood at ' 417.51 Cr as compared to last year's consolidated
income of ' 217.34 Cr, which shows an increase of over 92.10%. Due to this, the consolidated profit before tax
stood at ' 70.57 Cr as compared to last year's Profit/Loss of ' 24.94 Cr. The total comprehensive income for the
period stood at ' 54.82 Cr as compared to last year's ' 31.64 Cr. Consolidated EPS stood at ' 16.12 per share on
enhanced share capital as compared to last year of ' 13.67 per share.

DIVIDEND

As the Company has other pipelined projects for growth of the Company, the Directors of your Company have not
recommended dividends for the financial year 2024-25.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to reserves during the year under review.

BUSINESS OVERVIEW

The Company is global research driven and formulation focused pharmaceuticals company engaged in developing
and manufacturing a wide range of pharmaceutical products for the Regulated Markets across various therapeutic
areas and dosage forms, and with a presence in 40 emerging markets with their branded generics. Companies'
strength lies in identifying, developing and manufacturing a diverse range of specialty, underpenetrated and complex
pharmaceutical products establishing it as a preferred partner to select customers wordlwide.

The Company through its data analytics, research, market assessment and experienced management, strategically
identify commercially underpenetrated molecules to launch products in the Regulated and Emerging Markets.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Three (3) Subsidiaries as on March 31 2025

Sr.

No.

Name of the Company

Percentage of holding

Subsidiary/ Wholly owned
Subsidiary

1.

Senores Pharmaceuticals INC.

100%

Wholly owned Subsidiary

2.

Ratnatris Pharmaceuticals Private Limited

69 %

Subsidiary

3.

Havix Group Inc. d/b/a Aavis
Pharmaceuticals

67.77%*

Subsidiary

* The Company is directly holding 52.42% of ownership in Havix Group Inc. d/b/a Aavis Pharmaceuticals. Additionally, it holds an
indirect ownership of 15.35 % through its wholly owned subsidiary i.e. Senores Pharmaceuticals Inc.

The Company does not have any holding company, JV or associate company.

The statement containing salient features of the financial statement of subsidiaries in Form No. AOC-1 is attached as
Annexure-1 to this report.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information
to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary
Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial
Statements presented by the Company include financial results of its Subsidiary Companies.

The separate Audited Financial statements in respect of each of the Subsidiary Companies are also available on the
website of your Company at
www.senorespharma.com
SHARE CAPITAL
Authorized Share Capital

The Authorized Share Capital of the Company is ' 59,00,00,000 (Rupees Fifty-Nine Crore Only) divided into 5,90,00,000
(Five Crore and Ninety Lakh) Equity Shares of ' 10 (Rupees Ten) each as on March 31, 2025.

Changes in Paid-up Share Capital

a. Allotment of equity shares pursuant to conversion of 1,695 - 0% Unsecured Fully Compulsorily Convertible
Debentures (CCDs) - Series III:

The Board of Directors, at their meeting held on April 09, 2024, allotted 16,95,000 Equity Shares at an issue price of
' 180 per equity share having face value of ' 10/- per equity share, pursuant to conversion of 1,695 - 0% Unsecured
Fully CCDs Series-III.

b. Allotment of equity shares pursuant to conversion of 10,66,250 - 0% Unsecured Fully Compulsorily Convertible
Debentures (CCDs) - Series IV:

The Board of Directors, at their meeting held on June 17, 2024, allotted 10,66,250 Equity Shares at an issue price
of ' 320 per equity share having face value of ' 10/- per equity share, pursuant to conversion of 10,66,250 - 0%
Unsecured Fully CCDs Series-IV.

c. Allotment of equity shares pursuant to Initial Public Offer:

During the year under review, the Company received in-principal approval for listing of 1,48,87,723 equity shares

of face value of ' 10/- each from National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on
September 27, 2024. The Initial Public Offer ("IPO" or "Issue") was made for 1,48,87,723 equity shares of face
value of ' 10 each, of the Company for cash at a price of ' 391 per equity share (including a share premium of
' 381 per equity share) ("Offer Price") aggregating to ' 582.11 Cr (the "Offer"). The Offer comprised of a fresh
issue of 1,27,87,723 equity shares by the Company aggregating to ' 500 Cr (the "Fresh Issue") and an Offer for
Sale of 21,00,000 equity shares (the "Offered Shares") aggregating to ' 82.110 Cr (the "Offer for Sale"). The Offer
constituted 32.33% of the post-offer paid-up equity share capital of our company.

The issue opened on December 19, 2024 and closed on December 24, 2024. The IPO Committee at its meeting
held on December 26, 2024 approved the allotment of the equity shares of the Company. The issue was led by
book-running lead managers viz. Equirus Capital Private Limited, Ambit Private Limited and Nuvama Wealth
Management Limited.

Further, pursuant to successful completion of the IPO process of the Company, the equity shares of the Company
were listed on the main boards of the NSE and BSE on December 30, 2024.

Details of change in paid-up share capital during 2024-25:

Particulars

No. of shares

Paid-up Equity
Share Capital
(in ')

At the beginning of the Financial Year (April 01, 2024) (Face value of ' 10
per equity share)

30,504,615

305,046,150

Allotment of equity shares pursuant to conversion of 1,695 - 0%
Unsecured Fully CCDs - Series III

1,695,000

16,950,000

Allotment of equity shares pursuant to conversion of 1,066,250 - 0%
Unsecured Fully CCDs - Series IV

1,066,250

10,662,500

Allotment of equity shares pursuant to IPO

12,787,723

127,877,230

At the end of the Financial Year (March 31, 2025)

46,053,588

460,535,880

UTILISATION OF PROCEEDS FROM INITIAL PUBLIC OFFER

The status of utilization of proceeds of the IPO, till March 31, 2025 is as set forth below:

Sr.

No.

Object of Issue

Amount
allocated as per
Offer Document

Amount utilised
as on
March 31, 2025

1.

Investment in one of our Subsidiaries, Havix, to fund capital
expenditure requirements for setting up a manufacturing facility for
the production of sterile injections in our Atlanta Facility

107.00

2.

Re-payment/pre-payment, in full or in part, of certain borrowings
availed by our Company

73.48

43.55

3.

Investment in our Subsidiary, namely, Havix, for re- payment/pre-
payment in full or in part, of certain borrowings availed by such
Subsidiaries

20.22

3.91

4.

Funding the working capital requirements of our Company

43.26

20.17

5.

Investment in our Subsidiaries, namely, Senores Pharma Inc. and
Ratnatris Pharmaceuticals Pvt Ltd. to fund their working capital
requirements

59.48

22.41

6.

Funding inorganic growth through acquisition and other strategic
initiatives and general corporate purposes

154.37

35.72

7.

Offer expenses

42.19

30.99

Total

500.00

156.75

The Company has appointed CARE Ratings Limited as
the Monitoring Agency to monitor the utilisation of issue
proceeds. The Company has obtained reports from the
Monitoring Agency periodically confirming that there
has been no deviation or variation in utilisation of the
issue proceeds from the object of the Issue as stated
in the Prospectus dated December 24, 2024. Further,
the Company has duly submitted the requisite reports
and statements with the stock exchanges, in terms of
Regulation 32 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

FINANCE

Cash and cash equivalents as at March 31, 2025 were
' 81.20 Cr. The Company continues to focus on judicious
management of its Working Capital, Receivables,
Inventories, while other Working Capital parameters
were kept under strict check through continuous
monitoring.

CAPITAL EXPENDITURE OUTLAY

During the year under review, the Company has incurred
Capex of ' 49.12 Cr (including work-in-progress).
DEPOSIT

The Company has not accepted any deposits during
the year under review and no amount against the same
was outstanding at the end of the year falling within the
ambit of Section 73 and 76 of the Companies Act, 2013
(the act) and the Companies (Acceptance of Deposits)
Rules, 2014

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has provided
loans and guarantees covered under the provisions of
Section 186 of the Companies Act, 2013. The details of
Loans and Guarantee provided, and Investments made
by the Company are given in the Notes to the Financial
Statements.

CREDIT RATING

During the year under review, the Company did not
receive any ratings from credit rating agencies, including
for its subsidiaries.

RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered during the
financial year were on an Arm's Length basis and were in
the Ordinary Course of Business. There are no materially
significant Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial
Personnel (KMP) which may have a potential conflict
with the interest of the Company at large.

Prior Omnibus approval of the Audit Committee is
obtained on a yearly basis for the transactions which
are of a foreseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so
granted were placed before the Audit Committee and
the Board of Directors for their approval on a quarterly
basis. The details of Related Party Transactions entered
by the Company are disclosed in Form AOC-2 as per
Annexure-2.

The Policy on Related Party Transactions as approved by
the Board of Directors is uploaded on the website of the
Company viz.
https://senorespharma.com/policies/
LISTING FEE

The equity shares of the Company are listed on the
National Stock Exchange of India Limited ("NSE") and
BSE Limited ("BSE"). The listing fee for the financial year
2024-25 has been paid to the credit of both the Stock
Exchanges.

DETAILS OF DIRECTORS OR KMPs APPOINTMENT OR

RESIGNATION

Directors:

a. Re-designation of Mr. Deval Rajnikant Shah as
Whole Time Director and Chief Financial Officer
(CFO):

Mr. Deval Rajnikant Shah was re-designated as a
Whole Time Director and Chief Financial Officer of
the Company with effect from May 01, 2024 by the
Board of Directors in their meeting held on May 01,
2024. Subsequently, the members of the Company,
through a Special Resolution passed at the EGM
held on May 25, 2024 approved his appointment
for a term of three (3) years, commencing from May
01, 2024.

b. Re-designation of Mr. Chetan Bipinchandra Shah
as Whole Time Director and Chief Operating
Officer (COO):

Mr. Chetan Bipinchandra Shah was re-designated as
a Whole Time Director and Chief Operating Officer
of the Company with effect from May 01,2024 by the
Board of Directors in their meeting held on April 09,
2024. Subsequently, the members of the Company,
through a Special Resolution passed at the EGM
held on May 25, 2024 approved his appointment
for a term of three (3) years, commencing from
November 10, 2023.

c. Re-appointment of Directors:

I n accordance with Section 152 of the Act and the
Articles of Association of the Company, Mr. Chetan
Bipinchandra Shah (DIN: 10381971), Whole Time

Director and Chief Operating Officer (COO) and Mr.
Hemanshu Nitinchandra Pandya (DIN: 10383995),
Non-Executive Non-Independent Director, are
liable to retire by rotation at the ensuing AGM.
Being eligible, they have offered themselves for re¬
appointment.

Members' attention is drawn to the relevant item(s)
in the Notice of the AGM and the accompanying
Explanatory Statement for further details.

Key Managerial Person:

During the year under review Ms. Nidhi Dilipbhai
Kapadia (ICSI M. No.: A71676), had resigned from the
post of Company Secretary & Compliance Officer (Key
Managerial Person) w.e.f. November 16, 2024 and Mr.
Vinay Kumar Mishra (ICSI M. No.: F11464), was appointed
as the Company Secretary & Compliance Officer (Key
Managerial Person) of the Company w.e.f. November
18, 2024 in terms of Section 203 of Companies Act, 2013
and Regulation 6(2) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, total fifteen (15) meetings
of the Board of Directors were convened and held. Details
of meetings of Board and its Committees including the
dates, Directors' attendance thereat and other relevant
particulars are given in the Corporate Governance Report
annexed herewith as Annexure - 6 and forms part of
this report. The intervening gap between the Meetings
was within the period prescribed under the Companies
Act, 2013 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from
each Independent Director of the Company confirming
that he/she met with the criteria of independence as laid
out in sub-section (6) of Section 149 read with schedule IV
of the Companies Act, 2013 and under Regulation 16(1)
(b) and 25(8) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. In the opinion of the Board, the
Independent Directors fulfill the criteria of independence
as provided under the Act, Rules made thereunder read
with applicable provisions of the Listing Regulations,
and they are independent of the management and also
possess requisite qualifications, experience, and expertise
and hold highest standards of integrity.

Additionally, the Company has received confirmation
from all Independent Directors regarding their

registration with the Independent Directors Databank,
maintained by the Indian Institute of Corporate Affairs,
in accordance with the provisions of the Act.

The report on Corporate Governance which forms part of
the Annual Report contains the disclosure regarding the
skills, expertise, competence and proficiency possessed
by the Directors. Further, there has been no change in
the circumstances affecting their status as Independent
Directors of the Company. The Board has taken on record
the declarations of the Independent Directors, after
undertaking due assessment of the veracity of the same.
BOARD DIVERSITY

A diverse Board enables efficient functioning through
differences in perspective and skill and also fosters
differentiated thought processes at the back of
varied industrial and management expertise, gender,
knowledge and geographical background. The Company
follows diverse Board structure.

ANNUAL EVALUATION OF PERFOMANCE OF BOARD
As per the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the formal annual evaluation was carried out for
the Board's own performance, its committee & Individual
directors. The manner and detail in which evaluation was
carried out is stated in the Corporate Governance Report
which is attached herewith as Annexure - 6 and forms a
part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
The Statutory Auditors of the Company have audited
such controls with reference to the Financial Reporting
and their Audit Report is annexed as Annexure A to the
Independent Auditors' Report under the Standalone
Financial Statements and the Consolidated Financial
Statements which forms part of the Annual Report.

The details in respect of internal financial control
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
report.

NOMINATION AND REMUNERATION POLICY

In compliance with the requirements of Section 178
of the Companies Act, 2013 and Regulation 19 of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has laid down a Nomination and
Remuneration Policy which has been uploaded on the

Company's website. The web-link as required under the
Act is as under:

https://senorespharma.com/policies/

The Nomination and Remuneration Policy outlines
the framework for the appointment and remuneration
of Directors, KMP, and other Senior Management
Personnel. It establishes criteria for determining
qualifications, positive attributes, and the independence
of Director, as well as other related matters. The matrix
setting out details of the skills/expertise/competence of
the Directors are provided in the 'Corporate Governance
Report' forming part of this Report.

CORPORATE GOVERNANCE REPORT
The Company is committed to observe good corporate
governance practices. The Company has complied with
all the mandatory provisions of Corporate Governance
as prescribed in Regulations 17 to 27 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The report
on Corporate Governance for the financial year ended
March 31, 2025, as per Regulation 34(3) read with
Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed herewith as Annexure - 6
and forms part of this Report.

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

As required under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, particulars relating to conservation of
Energy, R & D, Technology absorption and foreign
Exchange earnings / outgo are separately provided in
the annexure to this report as Annexure -3.

RISK MANAGEMENT

The Company has put in place an enterprise-wide
risk management framework. This holistic approach
provides the assurance that, to the best of its capabilities,
the Company identifies, assesses and mitigates risks that
could materially impact its performance in achieving
the stated objectives. The Audit committee ensures that
the Company is taking appropriate measures to achieve
a prudent balance between risk and reward in both
ongoing and new business activities. The Committee
reviews the strategic decisions of the Company and on
regular basis, reviews the Company's portfolio of risks
and considers it against the Company's Risk Appetite.
The Committee also recommends changes to the Risk
Management Technique and / or associated frameworks,
processes and practices of the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In accordance with section 177 of the Companies Act,
2013 and Regulation 22 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put
in place a Whistle Blower Policy and has implemented
a Vigil Mechanism, whereby employees, directors
and other stakeholders can report matters such as
generic grievances, corruption, misconduct, fraud,
misappropriation of assets and non-compliance of
code of conduct of the Company. The policy safeguards
the whistle blowers to report concerns or grievances.
The Audit Committee oversees the functioning of this
mechanism to ensure transparency and accountability.
The Whistleblower Policy / Vigil Mechanism is available
on the Company's website at:
https://senorespharma.
com/policies/

During the year under review, the Company did not
receive any complaints through Vigil Mechanism. It is
affirmed that during the year under review none of the
personnel has been denied access to the Chairman of
Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies
Act, 2013 and rules made thereunder, the net worth,
turnover and net profit of the Company during the
immediately preceding financial year i.e. FY 2023-24 was
less than the prescribed threshold of ' 500 Crore, ' 1,000
Crore and ' 5 Crore respectively, therefore the Company
is not required to spend on CSR activities during the year
under review. However, the Company has constituted the
CSR Committee and the details of the same is included
in the Corporate Governance Report which forms part
of the Board's Report. Further, the details pursuant to
Annual Report on CSR activities for the Financial Year
2024-25 is not required to be separately provided in this
report.

DIRECTORS' RESPONSIBILITY STATEMENT

In Compliance with Sections 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors to the best
of their knowledge and hereby confirm the following:

a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, as far as
possible and to the extent, if any, the applicable
accounting standards have been followed along
with proper explanation relating to material
departure, if any;

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 at the end of the financial year and profit
and loss of the Company for that period;

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) The Directors 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.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company is committed to providing a safe and
conducive work environment to all its employees and
associates. The Company has a policy on Prevention of
Sexual Harassment at Workplace in place. The Company
has constituted Internal Complaints Committee as
per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
The Information required to be disclosed in the Board's
Report pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is annexed to this report as Annexure-4.

DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared in
accordance with Indian Accounting Standards (IND AS).
The Company has prepared these financial statements to
comply in all material respects with the IND AS, notified
under section 133 of the Companies Act, 2013 ("the
Act") read together with paragraph 7 of the Companies
(Accounts) Rules, 2014.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India

on Meetings of the Board of Directors and General
Meetings.

The Company is in compliance of the applicable
provisions of Secretarial Standards issued by the Institute
of Company Secretaries of India.

AUDITORS AND AUDIT REPORTS

a. Internal Auditor

The Board of Directors has appointed Sharp
and Tannan Associates, an Independent firm of
Chartered Accountants, to act as an Internal Auditor
of the Company for the Financial Year 2025-26, as
per recommendations of the Audit Committee, in
order to strengthen the internal control system for
the Company.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 read with rules made
thereunder, the Board of Directors has appointed
M/s. Mukesh H. Shah & Co., Company Secretaries,
as Secretarial Auditor for a term of five (5)
consecutive years i.e. from F.Y. 2025-26 till F.Y. 2029¬
30, to conduct Secretarial Audit of the Company.
The report submitted by the Secretarial Auditor in
Form MR-3 for the financial year ended as on March
31, 2025 is attached to this report as Annexure-5.
Remarks of secretarial auditor are self-explanatory.
Annual Secretarial Compliance Report
Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
Annual Secretarial Compliance Report for the
financial year ended March 31, 2025 on compliance
of all applicable SEBI Regulations and circulars/
guidelines issued thereunder, was obtained from
M/s. Mukesh H. Shah & Co., Company Secretaries,
Secretarial Auditor of the Company.

Corporate Governance Report

The Company is committed to observe good
corporate governance practices. The Company
has complied with all the mandatory provisions of
Corporate Governance as prescribed in Regulations
17 to 27 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The report on
Corporate Governance for the financial year ended
March 31, 2025, as per Regulation 34 (3) read
with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of
this Annual Report. The requisite Certificate from

• MSME Act:

The Company complied with the requirement of

submitting a half yearly return to the Ministry of

Corporate Affairs within the specified timelines.
ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation
for the valuable support and co-operation received from
government authorities, Financial Institutions and Banks
during the year. Directors are also thankful for the support
extended by the customers, suppliers and contributions
made by the employees at all levels. Directors would also
like to acknowledge continued patronage extended by
the Company's shareholders in its entire endeavor.
CAUTIONARY STATEMENT

Statement in the Board's Report and the Management
Discussion and Analysis describing your Company's
objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence your Company's operations include
global and domestic demand and supply conditions
affecting selling price of finished goods, input availability
and prices, changes in government regulations, tax laws,

the Practicing Company Secretary of the Company
confirming compliance with the conditions of
Corporate Governance is annexed to this report as
Annexure - 7.

Certificate of Non-Disqualification of Directors

A certificate of Non-Disqualification of Directors
for the Financial Year 2024-25, pursuant to
Regulation 34(3) and Schedule V Para C clause (10)
(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 issued by Practicing Company
Secretary is annexed to this report as Annexure - 8.

c. Statutory Auditors

The Members of the Company at their 07th Annual
General Meeting held on September 20, 2024, had
approved the appointment of M/s. Pankaj R. Shah
& Associates, Chartered Accountant as Statutory
Auditors of the Company for a first term of five years
from the conclusion of this 07th Annual General
Meeting till the conclusion of the 12th Annual
General Meeting of the Company to be held in the
calendar year 2029.

Statutory Auditors' Report

The observations of Statutory Auditor in its
reports on standalone and consolidated financials
statements are self-explanatory and therefore do
not call for any further comments.

Details in respect of frauds reported by auditors
There were no instances of fraud reported by
the auditors. Further, there are no qualifications,
reservations or adverse remarks contain in the
Auditor's Report for the year under review.

d. Disclosure on maintenance of Cost Records

The Company made and maintained the Cost
Records under Section 148 of the Companies Act,
2013 (18 of 2013) for the Financial Year 2024-25
MATERIAL CHANGES / INFORMATION:

There have been no material changes or commitments
after the closure of the financial year up to the date
of this report that may have substantial effect on the
business and financial position of the Company.
ANNUAL RETURN

Annual Return in Form MGT-7 in compliance with section
92 of the Companies Act, 2013 read with applicable
rules made thereunder is available at the website of the
Company i.e.
www.senorespharma.com.

Note: Till the completion of annual filing the draft of
Annual Return for F.Y. 2024-25 has been made available
on the website of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA covering details of Operations, International
Markets, Research and Development, Opportunities
and Threats etc. for the year under review is given as
a separate statement, which forms part of this Annual
Report.

OTHER DISCLOSURES

• Issue of shares with differential rights:

The Company has not issued equity shares
with differential rights as to dividend, voting or
otherwise.

• Issue of sweat equity shares:

The Company has not issued any shares (including
sweat equity shares) to employees of the Company
under any scheme.

• Significant or material orders passed:

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

• Reporting of fraud:

No fraud has been reported by the Auditors to the
Audit Committee or the Board.

• Change in nature of business:

There has been no change in the nature of business
of the Company.

• Corporate Insolvency Resolution process initiated
under the Insolvency and Bankruptcy Code, 2016
(IBC):

There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the
Financial Year 2024-25.

• One-time settlement with Banks or Financial
Institutions:

There was no instance of one-time settlement with
any Bank or Financial Institution during the Financial
Year 2024-25.

• Maternity Benefit:

The Company has complied with the provisions
relating to the Maternity Benefits Act, 1961.

• Business Responsibility and Sustainability Report
("BRSR"):

The Company is required to prepare BRSR from
Financial Year 2026, hence all the processes are
being put in place to provide comprehensive report
for Financial Year 2026.

economic developments within the country and other
factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of
Senores Pharmaceuticals Limited

Sd/-

Swapnil Jatinbhai Shah

Managing Director
DIN:05259821

Sd/-

Deval Rajnikant Shah

Whole Time Director & CFO
DIN:00332722

Date: July 23, 2025
Place: Ahmedabad, Gujarat

Registered Office:

1101 to 1103, 11th floor, South Tower,

One 42, Opp. Jayantilal Park,

Ambali Bopal Road,

Ahmedabad - 380054 Gujarat, India
CIN: L24290GJ2017PLC100263


 
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