DIRECTOR REPORT

To the Members of

Suven Pharmaceuticals Limited

Your Company's Board of Directors has pleasure in presenting this 5^th Annual Report together with Ind AS compliant Audited
Financial Statements of the Company for the financial year ended 31^st March, 2023.

Financial Performance

Review of Operations

On a standalone basis, during the fiscal 2022-23 under
review your Company performed well and recorded
revenue of H1,33,008 lakhs, higher by 0.75 percent over the
previous year's revenue of 1,32,022 lakhs. The Profit after
Tax (PAT) of the Company is recorded at H43,260 lakhs in
fiscal 2022-23 registering a decay of (22) percent over the

PAT of 55,810 lakhs in fiscal 2021-22. The Earnings Per Share
(EPS) of your Company is at H16.99 in fiscal 2022-23 per
share.

On consolidation basis, the profit after tax (PAT) for Fiscal
2022-23 has gone down to the order of H41,129 lakhs.
The Earnings per Share (EPS) of your Company is recorded
at H16.16 per share.

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.

Exports

The exports of the Company remained the major chunk of
revenue accounting for H1,29,493 lakhs, representing 97%
of the total revenue operations of H1,33,008 lakhs during
the year under review.

Dividend

Your Directors are pleased to inform you that the Board
has declared interim dividend of HI .00 per share and
one-time special dividend of H5.00 per share totaling to
H6.00/- (600%) per equity share of the face value of H1.00
each on September 02, 2022 and paid to the shareholders
in September 2022. The total dividend for the financial year
worked out to H6.00/- (600%) per equity share.

Transfer to Reserves

The Company transferred H1,500 lakhs to the general
reserve during the current financial year.

Share Capital

The paid up Equity Share Capital as on March 31,2023 was
H2,545.65 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.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2023 is available on
the Company's website and can be accessed at web link at
https://suvenpharm.com/financial-info/#financialInfosection

Number of Meetings of the Board and Audit
Committee

During the year under review six Board Meetings were
convened and held and five 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 independent and
non-executive directors. Shri D. G. Prasad is the Chairperson
of the Audit Committee and Shri V. Sambasiva Rao and
Shri J. V. Ramudu 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.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been
followed in the preparation of the Annual Accounts
and there were no material departures.

(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.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report and forms part of this
report and is also available on https://www.suvenpharm.
com/images/pdf/policies/Remuneration Policy.pdf

Dividend Distribution Policy

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 https://www.suvenpharm.com/images/pdf/policies/
dividend-distribution-policy.pdf

Particulars of Loans, Guarantees or
Investments

Details of loans given, investments made, guarantees given
and securities provided are furnished in the Standalone
Financial Statement which can be referred at Note No. 6 and
31 to the Standalone Financial Statements.

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

Subsidiary companies

Your Company has one international wholly owned
subsidiary company and one Indian wholly owned subsidiary
Company as on 31^st March, 2023. 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.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of financial statements of subsidiaries in Form
AOC-1 is attached to the financial statements of the
Company. Further, pursuant to the provisions of Section
136 of the Act, separate audited financial statements in
respect of the subsidiary companies 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.
The separate audited financial statements in respect of the
subsidiary companies is also available on the website of
your Company at https://suvenpharm.com/financial-info/
#financialInfosection

Related Party Transactions

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 and has been uploaded on the Company's
website.

Casper Pharma acquisition

During the year, your company has acquired 100% state
in Caper Pharma Private Limited, a Hyderabad based SEZ
unit in formulations business for a purchase consideration
of H15680.45 Lakhs from the seller shareholders and the
Company has further invested an amount of H4172.92 Lakhs
by way of subscription to the 52,16,156 Rights equity shares
of the Casper Pharma in June 2022. The Casper Pharma is
now Wholly Owned Subsidiary and the annual accounts
of the said subsidiary are consolidated with the Company
for the financial year ended 31^st March, 2023. The USFDA
inspection of SEZ unit of Casper Pharma Private Limited is
completed during the year.

Material Changes and Commitments
Affecting Financial Position of the Company

There are no material changes and commitments, affecting
the financial position of the Company, which has occurred
between the end of the financial year of the Company i.e.
March 31,2023 and the date of the Directors' report i.e. May
25, 2023.

Change in Management

During the year the founder promoters of the company
have signed definitive agreement to sell a part of their
stake to the extent of 12,75,37,043 equity shares of
face value of HI/- each representing 50.10% of paid up
capital of your company to the Acquirer - Berhyanda
Limited for a purchase consideration of H495/- per equity
share of face value of H1/- each. The Acquirer had obtained
all statutory approvals such as CCI, Department of
Pharmaceuticals under Ministry of Chemicals & Fertilizers
of Govt. of India.

The said transaction was consummated on
September 29, 2023. Your company's operations will
be under new management - Advent International
Corporation a USA based private equity fund which has
invested in your company through its investment arm
Berhyanda Limited a Cyprus based foreign company.

Change in Board of Directors

As there was a change in management pursuant to take
over as per SEBI Regulations, the following new Directors
were appointed on the Board as Additional Directors in
compliance with the applicable provisions of Companies
Act, 2013 and SEBI Regulations.

Directors and Key Managerial Personnel

The Company did not appoint any Director during the year
under review. None of the Directors has resigned during the
year under review.

In the opinion of the Board, all the new 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.

The Company did not appoint any Key Managerial Personnel
during the year under review. None of the Key Managerial
Personnel has resigned during the year under review.

Declaration by Independent Directors

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 Listing Regulations and also
affirmed compliance with Code of conduct as required
under Regulation 26(3) of the Listing Regulations.

Conservation of Energy,Technology Absorption,
Foreign Exchange Earnings and Outgo

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".

Risk Management Policy

Your Company has formulated a suitable risk management
policy to take care of all aspects of Contract Development
and Manufacturing Operations (CDMO) business model
of your Company: viz., competitive position, capabilities,
various risk covers and risk mitigation preparedness etc.
Your Company operates with rich talent pool of scientists
having 2 decades of experience in the form of expertise,
capability and timely deliverables to global innovators to
ensure smooth flow of CDMO projects to sustain steady
revenues. In addition, your company regularly conducts
safety and preventive audits in all plants and ensures that
necessary safeguards are in place to protect the work force
and assets against all perils with appropriate insurance
policies.

Corporate Social Responsibility

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 Shri
J.V. Ramudu as Chairperson, Smt. Deepanwita Chattopadhyay,
Dr. V. Sambasiva Rao and Shri Venkateswarlu Jasti as
members. The CSR programs of the Company are being
implemented by Suven Trust. As of 31^st March, 2023
there were no amounts due payable to Suven Trust by
your Company. In accordance with the amended rules
your company does not require to undertake the impact
assessment of CSR projects.

Annual Report on CSR Activities forms part of this Report
as "Annexure - C" The CSR Policy, Committee Composition
and CSR programs details are available on the Company's
website on https://suvenpharm.com/csr/csr-policy/

Performance Evaluation of the Board

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 manner in which the evaluation

has been carried out has been explained in the Corporate
Governance Report.

Deposits

During the FY 2022-23, 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.

Internal Financial Control Systems and their
Adequacy

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 the reports submitted by the independent
internal auditors and monitors the functioning of the system.

Vigil Mechanism

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. https://www.suvenpharm.com/images/pdf/
policies/whistle-blower-policy.pdf

Particulars of Employees and Remuneration

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 - D".

Corporate Governance

A detailed Report on Corporate Governance prepared in
substantial compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015 with the Stock Exchanges together with the Practicing
Company Secretary Certificate regarding the compliance
of conditions of corporate governance, is presented in a
separate section forming part of the Annual Report.

Management's Discussion and Analysis

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 the Annual Report.

AUDITORS
Statutory Auditors

Pursuant to the provisions of section 139 of the Companies
Act, 2013 and the Rules framed thereunder the Company in
its 1^st Annual General Meeting (AGM) held on 30^th November,
2019 has appointed M/s. Karvy & Co., Chartered Accountants
(Firm Registration No. 001757S) as statutory auditors for a
period of 5 years from the conclusion of 1^st AGM till the
conclusion of the sixth AGM to be held in the year 2024.
The Companies (Amendment) Act, 2017 dispensed the
ratification of auditor's appointment at every Annual
General Meeting. The Auditors' Report does not contain any
qualifications nor adverse remarks.

Secretarial Auditors

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 to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report forms part of this
report as "Annexure - E" The Secretarial Audit Report does
not contain any qualifications nor adverse remarks.

Cost Records and Audit

During the year under review, in terms of Cost (Records and
Audit) Amendment Rules, 2014 dated 31^st December 2014
issued by the Central Government, the requirement for
Cost Audit is not applicable to the Company based on the
export turnover criteria prescribed under Cost Audit Rules.
However, 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.

Business Responsibility and Sustainability
Report

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".

Employees Stock Option Scheme

The Company grants 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 the growth of the
Company.

Suven Pharma Employee Stock Option
Scheme 2020 ("SPL ESOP 2020")

As per the approval given by the shareholders in the AGM
held on 14^th September 2020, 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 SPL ESOP 2020 scheme. In terms of the scheme
the total number of options to be granted are 10,00,000 of
face value of H1/- each.

The nomination and remuneration committee (NRC) has
not granted any options under the SPL ESOP 2020 scheme
during the year ended 31^st March, 2023. Upon the granting
of the options it shall vest in one or more tranches based
on the achievement of defined annual performance
parameters as determined by the administrator (the NRC).

The total number of equity shares to be allotted to the
employees of the Company and its subsidiaries under the
SPL ESOP 2020 does not cumulatively exceed 1% of the
issued capital.

The SPL ESOP 2020 is drawn up in compliance with SEBI
(Share Based Employee Benefits) Regulations, 2014, as
amended from time to time, and there has been no
material change to the plans during the fiscal.

The SPL ESOP 2020 details, including terms of reference,
and the requirement specified under Regulation 14 of the
SEBI (Share Based Employee Benefits) Regulations, 2014, are
available on the Company's website, at www.suvenpharm.com.

As the Company has not yet granted any options during
the year ended 31^st March, 2023, the details of the options
granted, vested and exercised as per SPL ESOP 2020 is not
available in the Notes to accounts of the financial statements
in this Annual Report.

Transfer of Unpaid and Unclaimed amounts to
Investor Education and Protection Fund (IEPF)

Your company will ensure compliance of the applicable
provisions of IEPF Rules at appropriate time, since your
company is incorporated in the year 2018.

Disclosure in relation to theSexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

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

During the FY2023, there is no change in the nature of
business of the company or of its wholly owned subsidiaries.
There are no other companies that 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 matters as there
were no transactions on these matters during the year
under review:

(i) The 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 /tribunals, which would be impact
the going concern status of the company and its future
operations.

The Board's Report was originally approved on May 25,
2023 and subsequently, revised due to change in the Board
of Directors of the Company pursuant to takeover of the
controlling interest in the Company.

Acknowledgements

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 growth. 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.

For and on behalf of the Board of Directors

Venkateswarlu Jasti D. G. Prasad

Place: Hyderabad Managing Director Director

Date: September 29, 2023 DIN: 00278028 DIN: 00160408