డైరెక్టర్ల నివేదిక Senores Pharmaceuticals Ltd.

Your Directors are pleased to present the Nineth (9^th) 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 year ended on March 31, 2026.

FINANCIAL HIGHLIGHTS

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

a. Standalone:

During the year under review the Standalone Income stood at '' 172.44 Cr, as compared to last year''s income of
'' 60.53 Cr, which shows an increase by over 184.88% 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 '' 27.46 Cr as compared to last year''s
Profit of '' 5.11 Cr.

b. Consolidated:

During the year under review, the Consolidated income stood at '' 679.69 Cr as compared to last year''s consolidated
income of '' 417.51 Cr, which shows an increase of over 62.80%. Due to this, the consolidated profit before tax
stood at '' 159.10 Cr as compared to last year''s Profit/Loss of '' 70.57 Cr. The total comprehensive for the period
stood at ''150.72 Cr as compared to last year''s '' 54.82 Cr. Consolidated EPS stood at '' 26.39 per share on enhanced
share capital as compared to last year of '' 16.12 per share.

Your Directors assure the stakeholders of the Company to continue their efforts and enhance the overall
performance of the Company in the coming financial years.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
are prepared in accordance with relevant Indian
Accounting Standards prescribed under Section 133 of
the Companies Act, 2013, which forms part of this report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANY

As on March 31, 2026, the Company has Four (4) direct
Subsidiaries and Two (2) indirect Subsidiaries. There has
been no material change in the nature of business of the
subsidiaries.

A report on the financial position of each of the
subsidiaries and associates as per the Act as provided in
Form AOC-1 is attached as Annexure-1 forming integral
part of 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 and Joint Venture.

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.

DIVIDEND

Considering the Company''s ongoing investment in its
growth initiatives and future pipeline projects, the Board
of Directors has deemed it prudent to retain the profits
to support these strategic objectives. Accordingly,
the Board has not recommended any dividend for the
financial year 2025-26.

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 pharmaceuticals
company engaged in developing and manufacturing a
wide range of pharmaceutical products predominantly
for the Regulated Markets across various therapeutic
areas and dosage forms, with a presence in Emerging
Markets. Companies'' strength lies in identifying,
developing and manufacturing a diverse range of
specialty, underpenetrated and complex pharmaceutical

products establishing us as a preferred partner to certain
customer.

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.

SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital
of the Company stands at '' 590,000,000 (Rupees Fifty
Nine Cr Only) comprising 59,000,000 (Five Cr and Ninety
Lakhs) equity shares of ''10 each, and the paid-up equity
share capital stands at '' 460,535,880 (Rupees Forty Six
Cr Five Lakhs Thirty Five Thousand Eight Hundred and
Eighty Only) comprising 46,053,588 (Four Cr Sixty Lakhs
Fifty Three Thousand Five Hundred Eighty Eight) equity
shares of '' 10/- (Rupees Ten Only) each.

During the financial year 2025-26, the Company allotted
11,70,000 (Eleven Lakhs Seventy Thousand) convertible
warrants to the Promoter and Promoter Group on
a preferential basis by way of private placement,
pursuant to the approval of the Board of Directors at its
meeting held on March 28, 2026, and after obtaining
the requisite statutory and regulatory approvals. Each
convertible warrant is convertible into one equity share
of the Company, and the warrant holders are entitled to
exercise the conversion option in one or more tranches
at any time within a period of eighteen (18) months
from the date of allotment, in accordance with the
applicable provisions of the Companies Act, 2013 and
the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
as amended.

Except as mentioned above, the Company has not
issued any shares, securities / instruments convertible
into equity shares, sweat equity shares or shares with
differential voting rights also have not made any
provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.

UTILISATION OF PROCEEDS FROM INITIAL PUBLIC
OFFER

The Company had undertaken an Initial Public Offering
("IPO") of its equity shares in December 2024. The
proceeds raised from the IPO are being utilized in
accordance with the objects of the issue as disclosed in
the Prospectus dated December 24, 2024.

As on March 31, 2026, certain funds aggregating to
'' 105.02 Cr remain unutilized out of the IPO proceeds.
The unutilized proceeds are temporarily invested/

the issue proceeds from the object of the Issue as stated
in the Explanatory Statement to the Notice convening
the shareholders'' meeting approving the preferential
issue and other applicable offer documents. Further, the
Company has duly submitted the requisite 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.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

• Increase in Equity Stake in Havix Group Inc. d/b/a
Aavis Pharmaceuticals

The Company along with its wholly owned
subsidiary, Senores Pharmaceuticals Inc., completed
the acquisition of 6.88% of the equity share capital
of Havix Group Inc. d/b/a Aavis Pharmaceuticals on
September 12, 2025. The acquisition is in line with
the Company''s strategic objective of strengthening
its presence in the regulated pharmaceutical
markets.

• Further Investment in Senores Pharmaceuticals
Inc., Wholly Owned Subsidiary

In accordance with the Objects of the Initial
Public Offer ("IPO") as disclosed in the Prospectus
dated December 24, 2024, the Company made a
further investment of US$ 1,999,968 in Senores
Pharmaceuticals Inc. on September 18, 2025, by
subscribing to 120,480 equity shares of US$ 16.60
each on a rights basis. Consequently, Senores
Pharmaceuticals Inc. continues to remain a wholly
owned subsidiary of the Company.

• Incorporation of Zoraya Pharmaceuticals, LLC
Senores Pharmaceuticals Inc., the Company''s
wholly owned subsidiary, subscribed to 51% of the
membership interest in Zoraya Pharmaceuticals
LLC, incorporated in the State of Delaware, United
States of America. Pursuant to the said investment,
Zoraya Pharmaceuticals LLC became a step-
down subsidiary of the Company with effect from
November 4, 2025.

• Acquisition of Apnar Pharma Private Limited

The Company entered into a Share Purchase
Agreement ("SPA") on December 15, 2025, for the
acquisition of 100% of the equity share capital
of Apnar Pharma Private Limited in one or more
tranches. As at the end of the financial year, the

Company had acquired 56,63,804 equity shares,
representing 75% equity stake in Apnar Pharma
Private Limited, thereby making it a subsidiary of
the Company. The acquisition of the remaining 25%
equity stake is expected to be completed during
the second quarter of 2026-27, subject to the terms
and conditions of the SPA.

• Preferential Allotment of Convertible Warrants

During the financial year, the Company allotted
11,70,000 (Eleven Lakhs Seventy Thousand)
convertible warrants to the Promoter and Promoter
Group on a preferential basis by way of private
placement, pursuant to the approval of the Board
of Directors at its meeting held on March 28, 2026,
and after obtaining the requisite statutory and
regulatory approvals. Each convertible warrant is
convertible into one equity share of the Company,
and the warrant holders are entitled to exercise
the conversion option in one or more tranches at
any time within a period of eighteen (18) months
from the date of allotment, in accordance with the
applicable provisions of the Companies Act, 2013
and the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.

EMPLOYEE STOCK OPTION SCHEME

With a view to attracting, retaining, motivating and
rewarding talented employees and aligning their
interests with the long-term growth and performance
of the Company, the Board of Directors has approved
the proposal to introduce an Employee Stock Option
Scheme ("ESOP Scheme"), subject to the approval of the
shareholders and such other statutory and regulatory
approvals as may be required. The proposed ESOP
Scheme is intended to provide eligible employees
with an opportunity to participate in the future growth
and success of the Company through equity-based
incentives. The Scheme shall be implemented in
accordance with the provisions of the Companies Act,
2013 and the applicable provisions of the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended from
time to time. The approval of the shareholders for
adoption of the ESOP Scheme and the related matters
for issuance of equity shares under the ESOP Scheme, is
being sought at the ensuing General Meeting.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, read
with the relevant circulars issued by Securities and
Exchange Board of India, the Business Responsibility
and Sustainability Report ("BRSR") forms part of the
Annual Report of the Company for the financial year
ended March 31, 2026. This is the first year in which the
Company is required to prepare and disclose the BRSR in
accordance with the applicable regulatory requirements.
The BRSR reflects the Company''s approach towards
integrating environmental, social and governance ("ESG")
considerations into its business strategy, operations and
stakeholder engagement. It provides disclosures on the
Company''s performance against the nine principles ofthe
National Guidelines on Responsible Business Conduct
("NGRBC"), covering areas such as ethics, governance,
employee well-being, environmental stewardship,
human rights, responsible value chain management,
customer value and community development.

The Company remains committed to conducting its
business in a responsible, ethical and sustainable manner
while creating long-term value for all its stakeholders.
As the Company''s ESG reporting framework continues
to evolve, it will endeavor to further strengthen its
governance processes, data management systems and
sustainability initiatives in line with applicable regulatory
requirements and industry best practices.

Pursuant to Regulation 34 and Schedule V of the Listing
Regulations, as well as the frequently asked questions
issued by the stock exchanges (BSE Limited and
National Stock Exchange of India Limited), the Business
Responsibility and Sustainability Report has been
uploaded on the website of the Company and can be
accessed from the website of the Company at https://
senorespharma.com/reports1/. It provides detailed
disclosures on the Company''s sustainability-related
performance and initiatives during the financial year.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, the Company has adopted a Dividend
Distribution Policy setting out the broad framework
and guiding principles for declaration and payment of
dividends.

The Policy outlines the various internal and external
factors that may be considered by the Board while

recommending or declaring dividends, including the
Company''s financial performance, profitability, cash
flows, capital expenditure requirements, working capital
needs, future growth plans, business outlook, applicable
statutory and regulatory requirements, and other
relevant considerations.

The declaration and payment of dividend shall continue
to remain at the discretion of the Board of Directors and/
or the shareholders, as applicable, and shall be subject to
the provisions of the Companies Act, 2013, the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Articles
of Association of the Company and other applicable
laws in force from time to time.

The Dividend Distribution Policy is available on the
Company''s website and can be accessed at https://
senorespharma.com/policies/.

DEPOSIT

The Company has neither accepted nor renewed any
deposits from the public within the meaning of Section
73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 during the financial
year under review.

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

During the year under review, the Company has granted
loans, advances and made an investment under the
provisions of section 186 of the Companies Act, 2013.
The details of Loans, Guarantees and Investment made
are given in the Notes to the Financial Statements, which
forms part of this Report.

ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL
INSTITUTIONS

There has been no instance of valuation done for
settlement or for taking loan from the Banks or Financial
Institutions.

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 material 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 year 2025-26
has been paid to both the Stock Exchanges.

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

The Information pertaining to Conservation of Energy,
Technology Absorption, 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 is annexed as Annexure -3.

DETAILS OF DIRECTORS OR KMPS APPOINTMENT OR

RESIGNATION

Directors:

During the year ender review, there has been no changes
in the directors of the Company.

In accordance with the provisions of Section 152 of the
Act and the Articles of Association of the Company, Mr.
Sanjay Shaileshbhai Majmudar (DIN: 00091305) and
Mr. Arpit Deepakkumar Shah (DIN: 07214641) retires
by rotation at the ensuing AGM and being eligible, has
offered themselves for re-appointment.

Further, in the current year, Mr. Viranchi Arvindbhai
Shah (DIN: 01598001) as an Additional Director
(Independent) of the Company with effect from August
26, 2026, pursuant to Section 161(1) of the Companies
Act, 2013, read with the Articles of Association of the
Company, to hold office up to the date of the ensuing
Annual General Meeting. The Members of the Company
are recommended to approve his appointment as an
Independent Director, not liable to retire by rotation, for
a term of five consecutive years, with effect from August
26, 2026 till August 25, 2031, in terms of Section 149
read with Schedule IV and other applicable provisions of
the Companies Act, 2013.

Further, as confirmed by the directors of the Company,
none of the Company''s directors are disqualified from
being appointed as a director as specified in Section 164
of the Act. All directors have further confirmed that they
are not debarred from holding the office of a director
under any order from Securities and Exchange Board of
India or any other authority.

Key Managerial Person:

During the year under review there has been no change
in the Key managerial Personnel of the Company.
However, during the current year Mr. Vinay Kumar
Mishra, has resigned from the position of Company
Secretary & Compliance Officer of the Company with
effect from June 10, 2026.

The Board of Directors of the Company on
recommendation from the Nomination and
Remuneration Committee in their respective meetings
held on August 26, 2026 appointed Mrs. Shilpa Sharma
as Company & Compliance Officer of the Company with
effect from August 26, 2026.

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.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social
Responsibility (CSR) and the same is available on website
of the Company www.senorespharma.com. The Annual
Report on CSR activities in terms of the requirements
of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as Annexure - 4, which forms
part of this Integrated Annual Report.

The details of the composition of the CSR committees,
the number of meetings held and attendance of the
committee members are provided in the Corporate
Governance Report, which forms part of this Integrated
Annual 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, 2026, 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 - 5
and forms part of this Report. The requisite Certificate
from the Practicing Company Secretary of the Company
confirming compliance with the conditions of Corporate
Governance is annexed to this report as Annexure - 5A.

COMMITTEE OF THE BOARD

The Board of Director has constituted various
Committees(s) pursuant to the requirements of the
Companies Act, 2013 read with the rules framed there
under and Securities and Exchange Board of India
(Listing Obligations & Disclosure Requirements)
Regulations, 2015. The details of the composition of
the Audit Committee and other various Committee(s),
including Nomination and Remuneration Committee
and Stakeholder''s Relationship Committee, the number
of meetings held and attendance of the committee
members are provided in the Corporate Governance
Report, which forms part of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its
composition terms of reference, attendance, etc., are
included in the Corporate Governance Report, which
forms a part of this Integrated Annual Report. The Board
has accepted all the recommendations of the Audit
Committee.

MEETINGS OF THE BOARD AND COMMITTEES

During the year under review, total seven (07) meetings
of the Board of Directors were convened and held. Details
of meetings 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 - 5 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.

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 - 5 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 Integrated 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

A Nomination and Remuneration Policy has been
formulated pursuant to the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The
Nomination and Remuneration Policy for Directors,
Key Managerial Personnel and Senior Management
is available on the website of the Company at 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.

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 Risk Management 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.

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) I n the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards had been followed and there
are no material departures;

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit of the Company for
the financial year ended 31st March, 2026;

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.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

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 & 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-6.

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

During the year under review, the Company has
complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI)
and notified by the Ministry of Corporate Affairs.

AUDITORS AND AUDIT REPORTS

a. Internal Auditor

The Board of Directors has appointed M/s. Sharp
and Tannan Associates, an Independent firm of
Chartered Accountants, to act as an Internal Auditor
of the Company for the Financial Year 2026-27, 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 2025-26 till 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, 2026 is attached to this report as Annexure-7.
Remarks of secretarial auditor are self-explanatory
and therefore do not call for any further comments.
Further, Ratnatris Pharmaceuticals Private Limited
being a material subsidiary Company of the
Company has also undertaken the Secretarial
Audit conducted by M/s. Mukesh H. Shah & Co.,
Company Secretaries, as Secretarial Auditor for the

financial year 2025-26. The report submitted by the
Secretarial Auditor in Form MR-3 for the financial
year ended as on March 31, 2026 is attached to
this report as Annexure-7A. Remarks of secretarial
auditor are self-explanatory and therefore do not
call for any further comments.

Annual Secretarial Compliance Report
Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015,
Secretarial Compliance Report for the financial
year ended March 31, 2026 on compliance of
all applicable Securities and Exchange Board of
India Regulations and circulars/ guidelines issued
thereunder, was obtained from M/s. Mukesh H.
Shah & Co., Company Secretaries, Secretarial
Auditor.

Certificate of Non-Disqualification of Directors

A certificate of Non-Disqualification of Directors
for the Financial Year 2025-26, 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 07^th 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 07^th Annual General
Meeting till the conclusion of the 12^th 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 financial
statements are self-explanatory and therefore do
not call for any further comments.

Details in respect of frauds reported by auditors
The Statutory Auditors of the Company have not
reported any fraud as specified under Section
143(12) of the Act, 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 2025-26.

POLICY ON DETERMINATION OF MATERIALITY OF
EVENT/DISCLOSURES

The Company has adopted Policy for determining
materiality of Events/Disclosures that mandates the
Company to disclose any of the events or information
which, in the opinion of the Board of Directors of the
Company is material in the terms of requirement of
Regulation 30 of Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements)
Regulations, 2015, which is available on the website of
the Company www.senorespharma.com. The weblink is
https://senorespharma.com/policies/.

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.

SIGNIFICANT OR MATERIAL ORDERS PASSED

No significant and material orders have been passed by
any of the regulators or courts or tribunals, impacting
the going concern status and company''s operations in
future.

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 2025-26 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 integral part of this
Annual Report.

CODE OF CONDUCT

The Company is committed to maintaining the highest
standards of ethical conduct, integrity, transparency and
accountability in all aspects of its business operations. In
line with the principles of good corporate governance
and pursuant to Regulation 17(5) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has adopted a Code of Conduct applicable

to all members of the Board of Directors and Senior
Management Personnel.

The Code of Conduct provides the framework for ethical
business practices and sets out the standards expected
of Directors and Senior Management Personnel in
the discharge of their responsibilities. It covers, inter
alia, compliance with applicable laws and regulations,
integrity and fairness in dealings, avoidance of conflicts
of interest, protection of confidential information
and Company assets, compliance with insider trading
regulations, and the promotion of an ethical work
environment.

The Company believes that adherence to the Code
of Conduct is fundamental to fostering stakeholder
confidence and ensuring sustainable business practices.
All members of the Board of Directors and Senior
Management Personnel have affirmed compliance with
the Code of Conduct for the financial year ended March
31, 2026.

A declaration signed by the Managing Director/Chief
Executive Officer confirming such compliance forms
part of the Corporate Governance Report. The Code of
Conduct is available on the Company''s website.

OTHER DISCLOSURES

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

• There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the
Financial Year 2025-26.

• The details pertaining to the credit rating as
obtained by the Company, if any, is stated in the
Corporate Governance Report which is attached
herewith as Annexure - 5 and forms a part of this
report.

• The details related to the Board diversity is stated in
the Corporate Governance Report which is attached
herewith as Annexure - 5 and forms a part of this
report.

• The address whereby the books of accounts are
maintained is stated in the Corporate Governance
Report which is attached herewith as Annexure - 5
and forms a part of this report.

MATERNITY BENEFIT

During the year under review the Company has complied
with the provisions relating to the Maternity Benefits
Act, 1961.

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,
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

Date: August 26, 2026
Place: Ahmedabad, Gujarat

Your Directors are pleased to present the Eighth (8^th) 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

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

* 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:

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:

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

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 07^th 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 07^th Annual General
Meeting till the conclusion of the 12^th 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, 11^th floor, South Tower,

One 42, Opp. Jayantilal Park,

Ambali Bopal Road,

Ahmedabad - 380054 Gujarat, India
CIN: L24290GJ2017PLC100263