డైరెక్టర్ల నివేదిక Sun Pharma Advanced Research Company Ltd.

Your directors take pleasure to present the Board''s Report in line with the Companies Act, 2013 ("Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This report
presents the Audited financial results and other developments in respect of the Company during the financial year ended on
31 March 2026 ("FY26"/ "Financial Year") and up to the date of the Board meeting held on 22 May 2026 to approve this report.

Financial Highlights

The Company''s financial performance for the financial year ended 31 March 2026:

*The amounts have been restated pursuant to merger of its five wholly owned subsidiaries with the Company.

Performance Highlights (Consolidated)

• The Company''s performance has been discussed in detail
in the ‘Management Discussion and Analysis Report''.

• The Company is engaged in pharmaceuticals business,
and there has been no change in the nature of the
business of the Company during the financial year ended
31 March 2026.

Material Changes and Commitments

There have been no material changes and commitments
affecting the Company''s financial position between the end of
the financial year and the date of this report other than those
which have already been disclosed to the Stock Exchanges.

Consolidated Accounts

The consolidated financial statements for the year ended 31
March 2026, pursuant to Section 129(3) of the Act form part
of this Annual Report.

Dividend

During the year under review, the Board has declared an
interim dividend of ^ 11.00 (Rupees Eleven only) per equity
share of ^ 1.00 (Rupee One only) each [previous year ^ 10.50
(Rupees Ten and Paise Fifty only) per equity share of ^ 1.00
(Rupee One only) each] for the year ended 31 March 2026.

In addition to the above, the Board has recommended a final
dividend of ^ 5.00 (Rupees Five only) per equity share of face
value ^ 1.00 (Rupee One only) each [previous year ^ 5.50
(Rupees Five and Paise Fifty only) per equity share of face
value ^ 1.00 (Rupee One only) each] for the financial year
ended 31 March 2026. The final dividend, if approved by the
shareholders at the ensuing 34^th Annual General Meeting
("AGM”), shall be paid after deduction of tax at source, as
applicable, and would result in a cash outflow of approximately
^ 11,996.67 million. Consequently, the total dividend payout

Investor Education and Protection Fund ("IEPF”) / Unclaimed Dividends

Pursuant to Section 124 of the Act, dividends that are unpaid or unclaimed for a period of seven years shall be transferred to
the IEPF, along with the underlying shares on which such dividends remain unclaimed.

Transfer to IEPF

Details of transfers to IEPF during the year under review are as follows:

In its endeavour to facilitate and safeguard shareholders''
interests, the Company has taken several proactive, voluntary
initiatives. These include:

Facilitation of Unclaimed Dividend Payments

The Company processed dividends remaining unclaimed
for earlier years based on analysis of shareholders whose
updated bank account details were available with the
Company, as evidenced by the most recent electronic
dividend payouts. These efforts enabled eligible shareholders
to receive their rightful dues.

Outreach to Physical Shareholders

The Company leveraged its pan-India field force network
to reach shareholders holding shares in physical form who
were not actively connected with the Company and assisted
them in updating and regularising their records, thereby
enabling them to claim unclaimed dividends. This initiative has
facilitated improved realisation of shareholder entitlements
and enhanced overall investor outreach.

SEBI Special Windows for Re-lodgement and
Dematerialisation

During the year, the Securities and Exchange Board of India
("SEBI") introduced special windows to facilitate transfer and
dematerialisation of physical securities purchased or sold
prior to 1 April 2019.

• A re-lodgement facility was available from 7 July 2025 to
6 January 2026.

• A further special window commenced from 5 February
2026 and will remain open until 4 February 2027,
covering eligible re-lodged and fresh cases where original
share certificates are available.

Shares transferred pursuant to these windows are credited
only in dematerialised form and are subject to a one-year
lock-in period. The Company disseminated requisite
information in compliance with SEBI requirements.

Support to IEPF "Saksham Niveshak”
Campaign

The IEPF Authority, Ministry of Corporate Affairs, launched
the 100 Days Campaign “Saksham Niveshak” from 28 July
2025 to 6 November 2025 to facilitate shareholders in
claiming unclaimed dividends prior to transfer to the IEPF.

In support of the Campaign, the Company undertook
proactive investor outreach through individual notices,
emails, SMS and newspaper publications, encouraging
shareholders to update their KYC, bank mandates and other
requisite details to enable timely claims and reduce transfers
to the IEPF.

Appeal to the Shareholders

The Board continues to encourage shareholders to
periodically review and claim any unpaid dividends lying with
the Company. Information relating to unpaid and unclaimed
dividends outstanding up to the relevant financial years, the

corresponding shares liable to be transferred (or already
transferred) to the IEPF Authority, along with applicable due
dates, is available on the Company''s website.

Details of the procedure for claiming amounts or shares from
the IEPF Authority can be accessed at www.sunpharma.
com under Investors > Shareholders'' Information >

Investor Services.

Shareholder Satisfaction Survey

With a view to further strengthening shareholder services,
the Company undertook a Shareholder Satisfaction Survey to
obtain feedback on the services rendered by its Registrar and
Transfer Agent, MUFG Intime India Private Limited (formerly
known as Link Intime India Private Limited).

The Survey was conducted from 17 March 2026 to 31 March
2026 and was open to shareholders who had availed RTA
services during the period from 1 April 2025 to 31 December
2025. The Survey facilitated the collection of constructive
feedback from shareholders, which has been duly shared
with the RTA and is expected to contribute towards
continuous improvement in service delivery and overall
shareholder experience.

Memorandum of Association

During the year, the Board approved an alteration to
the Objects Clause of the Company''s Memorandum of
Association to include an additional object for undertaking
captive and renewable energy activities. The said alteration
was approved by the shareholders through a special
resolution passed by Postal Ballot on 17 April 2026.

Public Deposits

The Company has not accepted any deposits from the public
during the financial year under review within the meaning of
Chapter V of the Act and the rules made thereunder.

Credit Rating

There has been no change to the credit rating during the
year, as disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

Board Policies

The various policies that the Board has approved and adopted
in accordance with the requirements set forth by the Act
and the Listing Regulations can be accessed at our website at
https://www.sunpharma.com/policies.

Transfer to Reserves

The Board has not proposed any transfer of profits to
reserves during the year. The Composite Scheme of
Arrangement implemented during the year involved
reclassification of general reserve to retained earnings and
amalgamation of wholly-owned subsidiaries and did not result
in any transfer to reserves. The Board considers it appropriate
to retain resources to support the Company''s operational and
strategic requirements.

Loans, Guarantees and Investments

The Company continues to maintain a prudent approach in
respect of loans, guarantees and investments, undertaken as
part of its overall financial and strategic management. All such
transactions during the year under review were carried out in
compliance with the provisions of Section 186 of the Act. The
details of loans given, guarantees provided, and investments
made have been duly disclosed in the Financial Statements
forming part of this Annual Report.

Changes in Capital Structure

During the financial year under review, there was no change
in the issued, subscribed or paid-up share capital of the
Company. Pursuant to the Composite Scheme of Arrangement
implemented during the year, the authorised share capital of
the Company increased to ^ 6,179,700,000 on account of the
amalgamation of the authorised share capital of the transferor
wholly-owned subsidiaries with that of the Company.

The paid-up equity share capital of the Company as on 31
March 2026 remained at ^ 2,399,334,970. The Company did
not issue any shares or other convertible securities, including
sweat equity shares or securities under stock option schemes,
during the year.

Subsidiaries/ Joint Ventures/ Associates

The statement containing the salient features of the Financial
Statements of the Company''s subsidiaries/ joint ventures/
associates is given in Form AOC - 1, provided in Notes to
the consolidated financial statements, forming part of this
Annual Report.

Details pertaining to entities that became subsidiaries/
joint ventures/ associates and those that ceased to be the
subsidiaries/ joint ventures/ associates of the Company
during the year under review are provided in the notes to
the consolidated financial statements, forming part of this
Annual Report.

As on 31 March 2026, the Board of the Company comprised
eight members. This included four Executive Directors, of
whom three are associated with the Promoter, including
one woman director; and four Non-Executive Independent
Directors, one of whom is a Woman Independent Director.
Details relating to the composition of the Board and its
Committees, and other related information are provided
in the Corporate Governance Report forming part of this
Annual Report.

During the financial year under review and up to the date
of this Report, the following were the changes in the
composition of the Board and Key Managerial Personnel of
the Company:

Change in Managing Director

1. Mr. Dilip Shanghvi (DIN: 00005588) stepped down as
Managing Director effective from 01 September 2025
and continues to be the Chairman. His appointment as
the Executive Chairman of the Company is for a term of
five years commencing from 1 September 2025 to 31
August 2030, as approved by the shareholders at the
33^rd AGM.

2. Mr. Kirti Ganorkar (DIN: 10620142) was appointed as
the Managing Director of the Company for a term of five
years commencing from 1 September 2025 to 31 August
2030, as approved by the shareholders at the 33^rd AGM.

Change in Executive Director

3. Ms. Vidhi Shanghvi (DIN: 06497350) was appointed as a
Whole-time Director of the Company for a term of five
years with effect from 22 May 2025 to 21 May 2030, as
approved by the shareholders at the 33^rd AGM.

Change in Non-Executive Directors

4. Mr. Sudhir Valia (DIN: 00005561), Non-Executive
Non-Independent Director, retired from the Board at the
conclusion of the 33^rd AGM on 31 July 2025.

5. Dr. Pawan Goenka (DIN: 00254502) was re-appointed as
a Non-Executive Independent Director of the Company
for a second term of five years commencing from 21
May 2026 to 20 May 2031, pursuant to the approval of
the shareholders through Postal Ballot. He shall continue
to hold office after attaining the age of seventy-five (75)
years during the said term and shall not be liable to retire
by rotation.

6. Ms. Rama Bijapurkar (DIN: 00001835), Non-Executive
Independent Director, completed her first term of
appointment and ceased to be a Director of the
Company with effect from closure of business hours on
20 May 2026.

7. Ms. Satyavati Berera (DIN: 05002709) was appointed
as a Non-Executive Independent Director of the
Company for a term of five years commencing from 8
May 2026 to 07 May 2031, pursuant to the approval of
the shareholders through Postal Ballot. She shall not be
liable to retire by rotation.

8. Dr. Andreas Busch (DIN: 11699735) has been appointed
as a Non-Executive Independent Director of the
Company for a term of five years with effect from 12
May 2026 upto 11 May 2031, subject to the approval of
the shareholders at the ensuing 34^th AGM. He shall not
be liable to retire by rotation.

Change in Chief Financial Officer

9. Ms. Jayashree Satagopan was appointed as the Chief
Financial Officer and Key Managerial Personnel of the
Company with effect from 01 July 2025.

10. Mr. C. S. Muralidharan, Chief Financial Officer, retired
from the services of the Company and ceased to be the
Chief Financial Officer with effect from 01 July 2025.

The requisite disclosures as required under the Act, the
Listing Regulations and Secretarial Standard-2 on General
Meetings issued by the Institute of Company Secretaries
of India (“ICSI”) are provided in the Notice convening the
34^th AGM.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as outlined in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. Additionally,
the Independent Directors have declared their compliance
with Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, regarding
their inclusion in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

There have been no changes in the circumstances affecting
their status as Independent Directors of the Company. In
the opinion of the Board, the Independent Directors meet
the conditions specified under the Act and the Listing
Regulations, and they remain independent of management.

This requirement underscores the importance of Independent
Directors in providing unbiased oversight. They help
make sure that the Board''s decisions are not swayed by
management or major shareholders.

Familiarisation Programme for the
Independent Directors

In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, the Company has put in place a
Familiarisation Programme for the Independent Directors
to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The details
of the Familiarisation Programme are available on the website
of the Company athttps://sunpharma.com/policies/

Board Performance Evaluation

The Board Performance Evaluation is conducted annually
under a comprehensive Performance Evaluation Programme
(“PEP"), which is an integral part of the Nomination and
Remuneration Committee''s (“NRC") roles and responsibilities.
Each year, the NRC reviews the performance evaluation
criteria for the Board as a whole, its Committees, and
individual Directors, taking into account applicable SEBI
Regulations and the Guidance Note on Board Evaluation
issued by ICSI.

For the financial year 2025-26, the PEP was implemented
through a structured, multi-pronged approach to ensure
a robust, objective, and effective evaluation process. The
approach comprised the following:

• Questionnaire Approach:

Structured questionnaires covering the performance of
the Board as a whole, Board Committees, and individual
Directors were circulated to all Board members. The
questionnaires sought inputs on various aspects of
governance, strategy, oversight, Board dynamics, and
individual contribution.

• Interaction Approach:

In addition, the Lead Independent Director held one-
on-one interactions with each Board member to solicit
qualitative feedback, views, and suggestions on the
effectiveness of the Board''s functioning, decision¬
making processes, Committee operations, and overall
governance framework.

• Meeting of Independent Directors

The Independent Directors held their separate meeting,
as required, to review the performance of the Board as
a whole, the Chairperson, Non-Independent Directors
and the Board Committees. The views and suggestions
expressed at the said meeting were noted and have
been appropriately considered in the performance
evaluation process. Action points arising therefrom are
being taken forward for implementation.

Remuneration Policy and Criteria for
Appointment of Directors

The Company has in place a process for selection of any
Director, wherein the NRC identifies persons of integrity
who possess relevant expertise, experience and leadership
qualities required for the position and the Committee also
ensures that the incumbent fulfils such criteria with regard
to qualifications, positive attributes, independence, age and
other criteria as laid down under the Act, Listing Regulations
or other applicable laws and the diversity attributes as per the
Board Diversity Policy of the Company. The Remuneration
Policy, inter alia, covers guiding principles and components
such as fixed or variable remuneration, retirement benefits,
and commissions.

The Remuneration Policy, as approved by the Board, is
available on the Company''s website athttps://sunpharma.
com/policies.

Information as per Section 197 (12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in ‘Annexure -
A'' to this Report. Further, the information pertaining to Rule
5(2) & 5(3) of the aforesaid Rules, pertaining to the names
and other particulars of employees, is available for inspection
at the registered office of the Company during business
hours, and the Annual Report is being sent to the members,
excluding this. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary and
Compliance Officer either at the Registered/Corporate Office
address or by email to[email protected].

Board Diversity

Your Company recognises and embraces the importance of a
diverse Board in its success. The Board has adopted the Board
Diversity Policy, which sets out the approach to the diversity
of the Board. The said Policy is available on the Company''s
website athttps://sunpharma.com/policies.

Succession Plan

The Company has an effective succession planning
mechanism focusing on the orderly succession of Directors,
Key Management Personnel, and Senior Management.

The NRC implements this mechanism in conjunction with
the Board.

Corporate Governance Report

The Corporate Governance Report and the certificate from
the Company''s Auditors, as stipulated in Schedule V of the
Listing Regulations, are provided in a separate section which
forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of
the Listing Regulations is provided in a separate section and
forms part of this Annual Report which includes the state of
affairs of the Company, and there has been no change in the
nature of business of the Company during the financial year
ended 31 March 2026.

Board Meetings

The Board of the Company met 7 (seven) times during the
year under review. The dates of the Board meetings and the
attendance of the Directors at the meetings are provided in
the Corporate Governance Report, which forms a part of this
Annual Report.

Committees of the Board

As on 31 March 2026, the Board has established six
Committees: the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders Relationship
Committee, the Risk Management Committee, the Corporate
Social Responsibility Committee, and the Corporate
Governance and ESG Committee.

The Corporate Governance Report, which is included in this
Annual Report, provides details about the meetings and
composition of the Board Committees.

Related Party Transactions

Given the Company''s global reach, size, and operations,
related party transactions are essential to its core business.
As part of various measures for better corporate governance,
the Company has constituted a special Committee, the
Corporate Governance and ESG Committee (“CGESGC”),
which, inter alia, monitors and reviews all related party
transactions before recommending them to the Audit
Committee for approval. Furthermore, the Company verifies
the nature of these transactions by obtaining a certificate
from an Independent consultant confirming whether they
were conducted at arm''s length and in the ordinary course of
business. This certificate is then presented to the CGESGC
and Audit Committee for thorough evaluation, ensuring a
robust governance process.

The Policy on Materiality of and Dealing with Related Party
Transactions, as approved by the Board, is available on the
website of the Company athttps://www.sunpharma.com/
policies.

As required under Section 134(3)(h) of the Act, details of
transactions entered with related parties under the Act
are given in Form AOC-2, provided as Annexure - B'' to
this Report.

Internal Controls and Internal Financial
ControlsInternal Controls

The Company recognises that a strong internal control
environment is fundamental to effective governance,
sustainable value creation, and stakeholder confidence.
Management is responsible for establishing, maintaining,
and continuously strengthening internal controls that are
commensurate with the scale, complexity, and geographic
footprint of the Company''s operations.

The internal control framework is designed to provide
reasonable assurance regarding the achievement of business
objectives across operations, reporting, and compliance. It
encompasses clearly defined policies, standard operating
procedures, segregation of duties, preventive and detective
controls, and monitoring mechanisms. These controls support
operational effectiveness, safeguard assets, enhance process
discipline, and facilitate timely and reliable decision making.

The framework is dynamic and risk responsive, with periodic
reassessment to address evolving business models, regulatory
expectations, digital transformation initiatives, emerging
risks, and changing external conditions. Control owners
across business units are accountable for operating controls
effectively, while independent assurance is provided through
structured internal audit and monitoring activities.

Insights arising from audits, risk assessments, investigations,
and data analytics are leveraged to drive continuous
improvement, remediation of control gaps, and strengthening
of governance practices across the organisation.

Internal Financial Controls

The Company has established an adequate and effective
system of internal financial controls (“IFC”) over financial
reporting, forming an integral part of the overall internal
control framework. These controls are designed to ensure
the orderly and efficient conduct of business, reliability of
financial reporting, and compliance with applicable laws
and regulations.

The IFC framework is aligned with globally recognised
standards and supports the preparation of Financial
Statements that present a true and fair view in accordance
with applicable accounting principles. It covers entity
level controls, process level controls, and technology
enabled controls across significant business processes and
legal entities.

During the year, the Company continued its focus on:

• Strengthening control design and operating effectiveness,

• Transitioning from manual to automated controls,
particularly in finance and IT-dependent processes, and

• Enhancing coordination with statutory auditors to ensure
alignment on risk assessment, testing methodology, and
remediation outcomes.

The effectiveness of internal financial controls is assessed
through a combination of management self-assessments,
independent testing, and audit committee oversight.

Identified deficiencies, if any, are addressed through time-
bound corrective actions, with progress monitored to ensure
sustainable remediation.

Whistle-blower Policy / Vigil Mechanism

The Company is committed to maintaining the highest
standards of ethical conduct, integrity, and transparency
across all its operations. The Global Code of Conduct
provides the foundation for ethical behaviour and serves as
a guide for employees, directors, and other stakeholders in
conducting business responsibly.

In line with this commitment, the Company has established
a robust Global Whistle blower Policy / Vigil Mechanism,
approved by the Board and administered with appropriate
independence. The mechanism enables employees and
other stakeholders to report concerns relating to unethical
behaviour, fraud, violations of law or policy, and other
misconduct, without fear of retaliation.

Key features of the vigil mechanism include:

• Multiple confidential reporting channels, including web
based and direct reporting mechanisms,

• Protection of whistle blowers against retaliation,

• Independent investigation of reported concerns with
appropriate oversight, and

• Time bound tracking, reporting, and closure of cases.

The Global Whistle-Blower Policy has been periodically
enhanced to reflect evolving regulatory expectations, data
privacy considerations, and best practices, and is accessible
on the Company''s website athttps://sunpharma.com/policies.

The Audit Committee provides oversight of the vigil
mechanism and reviews significant cases, trends, and
remediation actions. Management leverages insights from
whistle blower cases to strengthen controls, promote ethical
culture, and reinforce accountability across the organisation.

For more in-depth information regarding the Company''s vigil
mechanism, please refer to the Corporate Governance Report
included within this Annual Report.

Global Internal Audit

The Global Internal Audit ("GIA") function operates
independently and reports functionally to the Audit
Committee of the Board and administratively to senior
management. The function is governed by an Audit Charter
approved by the Audit Committee and operates in accordance
with recognised professional standards.

GIA adopts a risk based and forward looking audit approach,
providing independent assurance on the adequacy and
effectiveness of governance, risk management, and internal
controls. Audits cover financial, operational, compliance,
information technology, and strategic risk areas and are
conducted across business units and geographies on a
rotational basis.

In addition to assurance, GIA plays an advisory and value
enabling role, supporting management through:

• Thematic and cross functional reviews,

• Early identification of emerging risks and control gaps,

• Data driven insights and analytics,

• Investigations and integrity reviews, and

• Recommendations focused on process simplification,
standardisation, automation, and sustainable remediation.

The GIA team comprises professionals with diverse
qualifications, including Chartered Accountants, Certified
Internal Auditors, Certified Information Systems Auditors,
Certified Fraud Examiners, MBAs, and Engineers.

During the year, the Company further strengthened audit
governance and execution through enhanced use of
technology. The Laser Audit Reporting System (LARS®),
implemented effective 1 April 2024, enables end to end
management of the audit lifecycle, real time tracking of
audit progress, standardised documentation, and structured
monitoring of action plan closure.

Audit findings, key themes, and status of corrective actions
are regularly reviewed by the Audit Committee. Management
is responsible for timely implementation of agreed
actions, with closure monitored through structured follow
up mechanisms.

Enterprise Risk Management

The Board of Directors, through the Risk Management
Committee ("RMC"), oversees the Company''s Enterprise Risk
Management ("ERM") framework. The Committee reviews the
Company''s risk profile, risk appetite, and the effectiveness
of risk mitigation strategies. Details of the Committee''s
composition and functioning are set out in the Corporate
Governance Report forming part of this Annual Report.

The Company has implemented a comprehensive and
integrated ERM framework that supports identification,
assessment, prioritisation, and management of risks that
may affect the achievement of strategic and operational
objectives. The framework aligns risk considerations with
strategy, capital allocation, and performance management.

Key elements of the ERM framework include:

• Identification of strategic, financial, operational,
regulatory, sustainability, cyber, geopolitical, third party,
and emerging risks,

• Clear ownership of risks and mitigation actions by
designated risk owners,

• Assessment of risk likelihood, impact, and control
effectiveness, and

• Periodic review and escalation of key risks to senior
management and the Board.

Risks and mitigations are documented in a comprehensive
enterprise risk register, which is updated at least semi annually
in consultation with business, regional, and functional
leaders. The register captures evolving risk trends, mitigation
status, and emerging risk insights to support informed
decision making.

The Company leverages digital enablement through the Laser
Risk Management System (LERMS®), implemented effective
1 September 2024, which provides a centralised platform
for risk identification, assessment, mitigation tracking, and
reporting. The system facilitates consistency, transparency,
and enterprise wide risk awareness.

ERM discussions are integrated into Board and
management reviews, enabling proactive risk responses,
minimisation of unexpected losses, and strengthening of
organisational resilience.

In order to comply with the above requirements, the Board
of Directors has established RMC to oversee the spectrum
of organisational risks diligently. The Corporate Governance
Report, an integral part of this Annual Report, provides
detailed insights into the Committee''s operations. The
Committee evaluates the effectiveness of risk mitigation
strategies, ensuring they are robust and responsive. In line
with this, the Board has endorsed a comprehensive Risk
Management Policy, a synopsis of which can be accessed on
our website athttps://sunpharma.com/policies.

AuditorsStatutory Auditors

Disclosing the details of the Statutory Auditors in the Board''s
Report helps ensure transparency and gives shareholders
and other stakeholders confidence in the Company''s financial
health and adherence to Regulations.

S R B C & CO LLP, Chartered Accountants, (Firm''s
Registration. No. 324982E/ E300003), have been re¬
appointed as the Statutory Auditors of the Company for
a period of 5 (five) years at the 30^th AGM of the Company
to hold office till the conclusion of the 35^th AGM of
the Company.

The Auditor''s Report for the financial year 2025-26 has been
issued with an unmodified opinion.

Secretarial Auditors

The Secretarial Audit verifies whether the Company complies
with various laws and regulations, thereby strengthening its
compliance efforts. The Board is responsible for responding
to any issues raised in the audit report, demonstrating
its commitment to making the necessary changes and
maintaining high compliance standards.

Based on the recommendation of the Board, the shareholders
of the Company had appointed KJB & CO LLP, Practising
Company Secretaries, to undertake the Secretarial Audit
of the Company for a term of five (5) consecutive years, to
hold such office from the conclusion of 33^rd AGM up to the
conclusion of 38^th AGM, at such remuneration as may be
fixed by the Board, from time to time. The Secretarial Audit
Report in the Form No. MR-3 for the year is provided as
Annexure - C1'' to this Report.

The Secretarial Audit Report for the year does not contain
any qualification, reservation or adverse remark.

In accordance with the provision of Regulation 24A of the
Listing Regulations, Secretarial Audit of two material unlisted
Indian subsidiaries of the Company namely, Sun Pharma
Laboratories Limited (SPLL) and Sun Pharma Distributors
Limited (SPDL), was undertaken by KJB & CO LLP, Practicing
Company Secretaries, Mumbai and the Secretarial Audit
Reports issued by them are provided as ‘Annexure - C2''
and ‘Annexure - C3'' respectively to this Report. The
Secretarial Audit Reports for these material unlisted Indian
subsidiaries do not contain any qualification, reservation or
adverse remark.

Cost Auditors

The Cost Auditors play a crucial role in examining the
Company''s cost accounting practices and verifying the
accuracy of its cost records. Through detailed assessments,
they ensure that the Company adheres to legal standards and
effectively manages its costs.

The Board has appointed M/s. Narasimha Murthy & Co.,

Cost Accountants (Firm''s Registration No. 000042), as Cost
Auditor of the Company, to conduct the audit of cost records
maintained by the Company for the financial year 2025-26.

The Company has maintained the Cost Records as specified
by the Central Government under Section 148(1) of the Act.

Business Responsibility & Sustainability
Report

The Business Responsibility and Sustainability Report of the
Company for the year ended 31 March 2026 is provided in a
separate section and forms part of this Annual Report and is
also made available on the website of the Company athttps://
sunpharma.com/investors-annual-reports-presentations.

Further, the Company publishes a separate Sustainability
Report, which inter alia includes details of CSR expenditure,
initiatives, and broader Environmental, Social, and
Governance (ESG) performance. The Sustainability Report is
duly submitted to the stock exchanges and is also available on
the website of the Company at www.sunpharma.com.

Corporate Social Responsibility ("CSR”)

In compliance with the requirements of Section 135 of the
Act, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the CSR Policy of the Company
is available on the website of the Company athttps://
sunpharma.com/policies.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, is provided as
‘Annexure - E'' to this Report.

Human Resources

FY26 continued to be a year of meaningful progress
for us. Our people remained at the core of our success,
demonstrating unwavering commitment to ensuring
uninterrupted access to medicines for patients across
markets. Guided by the philosophy of Sunology and aligned
to our Employee Value Proposition-Better Everyday, Take
Charge, Thrive Together-the focus remained on building
a safe, inclusive, and performance-driven workplace.

The Key HR priorities included enhancing the employer brand,
strengthening our talent management practices, along with
focus on high performance and effectiveness. Going forward,
we will continue investments in leadership development,
organizational effectiveness, and digital enablement helping
us strengthen our people foundation for the future.

Your Board would like to take this opportunity to express
their gratitude and appreciation for the dedication and
contribution of all employees and looks forward to their
continued partnership in Sun Pharma''s growth journey.

Gender Composition / No. of Employees as
on 31 March 2026

Considering the strategic importance of CSR to the Company,
a comprehensive CSR Report is published in addition to the
disclosures mandated under the Act. It provides detailed
information on the Company''s CSR initiatives, including
areas of expenditure, key programs and interventions, and
implementation mechanisms. It also encompasses impact
assessment studies, stakeholder engagement, and survey-
based evaluations undertaken to assess the effectiveness,
reach, and sustainability of the CSR initiatives at a group level.

The Report underscores the Company''s commitment to
responsible corporate citizenship and transparent disclosure
of its social impact. The same is available on the Company''s
website and can be accessed at:https://sunpharma.com/csr/

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

Your Board strongly believes in providing a safe and
harassment free workplace for each and every individual
working for the Company through various interventions and
practices. It is the continuous endeavour of the management
of the Company to create and provide an environment to all
its employees that is free from discrimination and harassment
including sexual harassment. The Company has adopted a
policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. The Company has arranged various interactive

awareness workshops in this regard for the employees at the
manufacturing sites, R & D set ups & corporate office during
the year under review.

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

Particulars of the Complaints are as follows:

Regulations, thereby reinforcing awareness and adherence
to the Code. The Code under the Insider Trading Regulations
is available on the Company''s website athttps://sunpharma.
com/policies.

Disclosure under the Maternity Benefit
Act, 1961

Your Board affirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961, and the rules
made thereunder. The Company has in place appropriate
systems and policies to provide maternity benefits and relatet
entitlements to eligible women employees, in accordance
with the statutory requirements. The Company continues
to endeavour to provide a supportive and inclusive work
environment for women employees.

Prohibition of Insider Trading

The Company has established a Code of Conduct for
Prohibition of Insider Trading (“Code”) to govern, monitor,
and report trading in the Company''s shares by designated
persons and their immediate relatives, in accordance with the
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.

The Code outlines the procedures that designated persons
must follow when trading or dealing in the Company''s shares
and sharing Unpublished Price Sensitive Information (UPSI).

The Compliance Team of the Company circulates fortnightly
communications to employees to apprise them of the
governance do''s and don''ts under the Insider Trading

Cyber Security

In response to increasing cyber threats, we continuously
review and strengthen our cybersecurity framework. The
Company has real-time security monitoring and layered
controls across user devices, networks, servers, applications,
and data to safeguard systems and information. The
company has a written down, defined Information Security
Management System and has been recently certified as ISO
27001:2022 compliant.

Regulatory Orders

There are currently no material orders from regulatory
authorities, courts, or tribunals that could impact the
Company''s ability to operate as a going concern. The
Company remains committed to transparent and timely
disclosures in accordance with Listing Regulations, should any
significant regulatory developments arise.

Annual Return

The Annual Return as required under sub-section (3) of
Section 92 of the Act in form MGT-7 is made available on
the website of the Company and can be accessed athttps://
sunpharma.com/annual-return.

Secretarial Standards

The Company has complied with the applicable Secretarial
Standards as amended from time to time.

Other Disclosures

1. During the year under review, the Statutory Auditor,
Cost Auditor and Secretarial Auditor have not reported
any instances of fraud committed in the Company by its
Officers or Employees to the Audit Committee and/or
Board under section 143(12) of the Act.

2. There are no proceedings initiated/ pending against your
Company under the Insolvency and Bankruptcy Code,
2016, and there is no instance of one-time settlement
with any Bank or Financial Institution.

3. Pursuant to the approval of the shareholders of the
Company obtained on 21 January 2025, a petition
was filed with the Hon''ble National Company Law
Tribunal (“NCLT”) in respect of the Composite Scheme
of Arrangement. The NCLT admitted the petition
and passed its approval order for the Scheme, which
provided for (a) the amalgamation of the Company''s
wholly-owned subsidiary companies, namely Sun
Pharmaceutical Medicare Limited, Green Eco
Development Centre Limited, Faststone Mercantile

Company Private Limited, Realstone Multitrade Private
Limited and Skisen Labs Private Limited, with the
Company, and (b) the reclassification of the General
Reserve of the Company to Retained Earnings. The
Composite Scheme of Arrangement became effective
upon filing of the NCLT order dated 7 October 2025
with the Registrar of Companies on 22 November 2025.

4. The Company has not issued any equity shares with
differential rights regarding dividends, voting, or
other rights.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors''
Responsibility Statement, it is hereby confirmed that:

Acknowledgements

Your Board wishes to thank all stakeholders, employees, business partners, the Company''s bankers, medical professionals and
business associates for their continued support and valuable cooperation.

Your Board also wishes to express its gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Dilip Shanghvi Kirti Ganorkar

Place: Mumbai Executive Chairman Managing Director

Date: 22 May 2026 (DIN: 00005588) (DIN: 10620142)

The Board of Directors presents the Twentieth (20^th) Annual Report and the Audited Standalone and Consolidated Financial Statements of Sun Pharma Advanced Research Company Limited ("the Company" / "SPARC") for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2025 is summarized below:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report there on form part of this Annual Report.

CHANGE IN NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the year under review.

DIVIDEND

In view of the losses incurred during the year, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to general reserve for the year under review.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations''), the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy (the ''Policy''). The Policy is available on the website of the Company at https://sparc.life/ statutory-disclosures/policies-and-codes/

ANNUAL RETURN

The Annual Return as required under Section 134(3) and Section 92(3) of the Act in Form MGT-7 is made available on the website of the Company and can be accessed through the web link https:// sparc.life/statutory-disclosures/shareholders-meeting/

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

As on March 31, 2025, the Company has one Wholly Owned Subsidiary namely SPARCLIFE Inc. incorporated in Delaware, USA on September 25, 2023. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

Pursuant to the provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of the Company''s subsidiary in prescribed Form AOC - 1 is attached as Annexure 1 and forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the audited Standalone and Consolidated Financial Statements of the Company are available on the Company''s website at https://sparc. life/statutory-disclosures/shareholders-meeting/

SHARE CAPITAL

During the year under review there has been no change in the capital structure of the Company. The paid-up capital of the Company as of March 31, 2025 is H 32,45,21,588/- (Thirty two Crores Forty-Five Lacs Twenty-One Thousand Five Hundred and Eighty-Eight Only).

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following changes occurred in the composition of the Board of Directors and Key Managerial Personnels of the Company during the FY 2024-25:

Appointments:

• Ms. Vidhi Shanghvi (DIN: 06497350) was appointed as an Additional Non-Executive Director with effect from July 15, 2024 and her appointment as Director of the Company was approved by shareholders at the 19^th Annual General Meeting of the Company held on August 12, 2024.

• Mr. Anup Rathi was appointed as Chief Financial Officer with effect from June 06, 2024.

Cessation/ Retirement:

• Mr. Sudhir V. Valia retired from the Board as Non-Executive Director with effect from August 12, 2024.

• Mr. Chetan Rajpara has ceased from the position of Chief Financial Officer with effect has ceased from June 05, 2024.

Retirement by rotation:

In accordance with the provisions of section 152 of the Act read with rules made thereunder, Mr. Dilip Shanghvi (DIN: 00005588) Director of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as Director of the Company.

After the year end and up to the date of this Board Report, the following development have taken place in the Board composition and Key Officials of the Company:

1. Ms. Bhavna Doshi and Dr. Ferzaan Engineer, would cease to be the Directors upon completion of their second term as Independent Directors of the Company from conclusion of 20^th Annual General Meeting of the Company to be held on August 12, 2025.

2. The Board of Directors at its meeting held on May 19, 2025, and pursuant to the recommendation of the Nomination and Remuneration Committee had approved the appointment of Ms. Rekha Warriar and Mr. Venkateswarlu

Jasti as Independent Directors of the Company for a term of five years with effect from May 19, 2025 to May 18, 2030, subject to approval of the members at the ensuing 20^th Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(5) read with section 134(3)(c) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to 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 as of March 31, 2025 and of the loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 5 of the (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided in the Corporate Governance Report forming part of this Annual Report.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves

with the independent Directors Databank, maintained by Indian Institute of Corporate Affairs (IICA).

in the opinion of the Board, all the Independent Directors of the Company satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.

POLICY ON DIRECTORS'' AND SENIOR MANAGEMENT APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation received, if any, from a board member. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Act or other applicable laws.

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for selection, appointment and remuneration of Directors. The summary of Remuneration Policy is disclosed in the Corporate Governance Report, which forms a part of Annual Report.

The Policy as approved by the Board is available on the website of the Company and can be accessed through the web link https:// sparc.life/statutory-disclosures/policies-and-codes/

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Program conducted are available on the website of the Company and can be accessed through the web link https://sparc.life/statutory-disclosures/ board-of-directors/

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR

The Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for Board Evaluation is duly approved by Nomination and Remuneration Committee which is in line with the SEBI Guidance Note on Board Evaluation. This process is conducted through structured questionnaires which cover various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Member''s strengths and contribution, execution and performance of specific duties, obligations and governance.

The Board reviewed the performance of the Individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director) and contribution. The performance of each individual Independent Director was reviewed, based on the additional criteria of independence and independent views & judgment. Similarly, the performance of the Chairman was evaluated based on additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairman) and ability to keep shareholders'' interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Chairman taking into account the views of other non-executive Directors and performance of the Board as a whole was evaluated.

Performance evaluation of the Board, its various Committees and individual Directors including Independent Directors and Chairman was found satisfactory. The Board also assessed the fulfilment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

Information as per Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure 2 to this Report. Further, pursuant to section 136 (1) of the Act, the Annual Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) of the aforesaid rules. In terms of section 136 of the Act, the said information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company either at the Registered/ Corporate Office address or by email to [email protected]

HUMAN RESOURCE

SPARC presently has a workforce of 316 dedicated individuals -85% of which are highly qualified and experienced scientists in various fields.

Last year, all initiatives in the area of talent acquisition, skill development and retention were focused on facilitating programs in the therapeutic areas of Oncology and Immunology. With the formation of the Product Development Groups which requires cross - functional working, training workshops on collaboration and team bonding were organized. SPARC concentrated on on-boarding talent with specialized skills and invested in training programs to ensure employees are equipped with adequate competencies to drive their programs.

SPARC made structural provisions to ensure an agile and empowered organization required to deliver on critical priorities.

The Company Is committed to focus on its people strategies to deliver on its key priorities.

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

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, SPARC is committed to fostering a safe, respectful and a harassment-free workplace environment. SPARC strongly believes in gender neutrality and encourages hiring resources from all genders ensuring we create an environment free of any form of discrimination and harassment.

During the financial year ended March 31, 2025, there was no complaint received for sexual harassment. Also, there are no complaints pending as at the end of the financial year.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The organization conducted awareness programs aimed at promoting a culture of respect and inclusivity. We continue to remain dedicated to maintaining a zero-tolerance approach towards sexual harassment and ensuring the safety and well-being of all our employees.

AUDIT REPORTS AND AUDITORS Audit reports

The Auditors'' Report for financial year ended March 31, 2025, does not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in this Integrated Annual Report.

The Secretarial Audit Report in the Form No. MR-3 for the financial year ended March 31, 2025 is annexed as Annexure 3. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, in terms of section 143(12) of the Act.

Statutory Auditors

S R B C & CO LLP, Chartered Accountants, (Firm''s Regn. No. 324982E/ E300003), were re-appointed as the statutory auditors of the Company, to hold office for the second term of five consecutive years from the conclusion of the 17^th Annual General Meeting of the Company held on September 22, 2022 till the conclusion of the 22^nd Annual General Meeting of the Company to be held in the calendar year 2027, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 and other applicable provisions, if any, the Board has appointed KJB & Co. LLP, Company Secretaries subject to approval of the Shareholders at the ensuing Annual General Meeting for a period 5 years from April 1, 2025 to March 31, 2030 to undertake the Secretarial Audit of the Company.

The Annual Secretarial Compliance Report for the financial year 2024-25 has been obtained from the Secretarial Auditor of the Company and the said Report has been submitted to the stock exchanges within the time prescribed under the SEBI Listing Regulations.

Cost records and cost audits

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under provisions of section 148 (1) of the Act are not applicable to the Company.

Details in respect of frauds reported by auditors

During the year under review, the statutory and secretarial auditors have not reported any Instances of fraud committed in the Company by its officer and employees.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards as amended from time to time issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and Investments have been disclosed in the financial statements and the same forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the year with the related parties were in the ''Ordinary Course of Business'' and on an ''Arm''s Length Basis'' and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company''s Policy on Related Party Transactions.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act exceeding ten percent of the annual turnover as per the last audited financial statements are given in Form AOC-2 provided as Annexure 4.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/ policies-and-codes/

BOARD MEETINGS

6 (Six) Board Meetings of the Board of Directors were held during the financial year. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 7 (seven) Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Fund Management Committee and Securities Allotment Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms a part of this Annual Report.

During the year under review, all recommendations made by the Committees (including Audit Committee) were accepted by the Board.

RISK MANAGEMENT

The Board of Directors has developed and implemented a comprehensive Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. Further, in compliance with the requirements of Regulation 21 of the Listing Regulations as amended from time to time, the Board of Directors of the Company has constituted a Risk Management Committee to oversee risk mitigation measures in the Company.

The details of composition of Risk Management Committee are included in the Corporate Governance Report which forms a part of this Annual Report.

The Risk Management Committee reviews, at regular intervals, the status of key risks and steps taken by the Company, to mitigate such risks.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial reporting risks. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company upgrades these systems on continuous basis.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)

Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meeting(s) of the Committee held during the year are given in the Corporate Governance Report which forms a part of this Annual Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/policies-and-codes/

Since the Company has incurred losses during the three immediately preceding financial years, the Company was not required to spend on CSR activities during the financial year ended March 31, 2025. However, in compliance with the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on ''CSR Activities'' as per prescribed format, is annexed as Annexure 5.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year, under the provisions of the Act and the rules framed thereunder.

CREDIT RATING

The credit rating of the securities/instruments/loans, credit facilities and other borrowings of the Company as on March 31, 2025 was as follows:

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company forms an integral part of this Report and gives detail of the overall developments, performance and state of affairs of the Company''s businesses, during the financial year 2024-25 and the same is given in a separate part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed in maintaining the highest standards of corporate governance and adherence to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI) and the Companies Act, 2013. The Company strives to achieve fairness for all stakeholders and to enhance long-term value to Shareholders. In compliance with Regulation 34 of the SEBI Listing Regulations, a report on Corporate Governance and the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance are attached to the report on Corporate Governance which forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2025, in the prescribed format as required under Regulation 34(2)(f) of the Listing Regulations, forms part of this Report and is also available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/shareholders-meeting/

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 6.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant or material orders passed by the Regulators or Courts or Tribunals during the year which may impact the going concern status of the Company''s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To emphasize our commitment to integrity, SPARC maintains a robust whistle blower policy or vigil mechanism. The Company is focused around creating value for all the stakeholders and ensure highest level of honesty, integrity and ethical behavior in all its operations.

The Company gives priority to this vision for all its employees through the ''SPARC Whistle Blower Policy''.

SPARC empowers employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behavior or practices) that may affect Company''s working or interest / image.

During the financial year ended March 31, 2025, there was no information regarding any wrong doing which has been registered.

The Policy is available on the website of the Company and may be accessed through the web link https://sparc.life/statutory-disclosures/policies-and-codes/

OTHER DISCLOSURES

Disclosure under section 43(a)(ii) of the Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under section 54(1)(d) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Unpaid Dividend & Investor Education and Protection Fund (IEPF)

There was no transfer of unpaid and unclaimed amount to IEPF during the year under review.

Disclosure of proceedings pending or application made under Insolvency and Bankruptcy Code, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal.

Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement

There was no instance of one time settlement with any Bank or Financial Institution during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, business partners, bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also express their gratitude to investors for the faith that they continue to repose in the Company.

Your Directors take pleasure in presenting the Company''s 18th Annual Report and Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2023 is summarized below:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year ended March 31, 2023 and the date of this Report.

DIVIDEND

In view of loss incurred during the year, your Directors have not recommended any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company and may be accessed through the web link https://www.sparc.life/policies-and-codes.

ANNUAL RETURN

The Annual Return as required under subsection (3) of Section 92 of the Companies Act, 2013 (hereinafter referred to as ''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed through the web link https://www.sparc. life/announcements-disclosures

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture or associate company. On January 06, 2023 the Company had allotted 4,91,92,121 equity shares against the conversion of equal number of warrants issued on preferential basis. Consequent to the said allotment, Shanghvi Finance Private Limited (SFPL) has ceased to be the Company''s Holding Company effective from the said date as its percentage shareholding along with its subsidiaries in the Company has reduced from 52.07% to 44.18%. The number of shares held by SFPL and its subsidiaries in the Company remain unchanged.

The paid-up share capital of the Company at the beginning of the financial year was Rs. 27,18,78,966/-. During the year the Company has allotted 5,26,42,622 equity shares of Re. 1/- each towards conversion of warrants issued on preferential basis. As a result, the paid-up capital of the Company as at the end of the financial year stood increased to Rs. 32,45,21,588/-.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Rajamannar Thennati (DIN: 01415412), retires by rotation at the ensuing 18th Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his reappointment for the approval of the members at the ensuing 18th Annual General Meeting of the Company.

The members at their 16th Annual General Meeting of the Company held on September 29, 2021 has approved (i) the appointment of Mr. Anil Raghavan as the Manager and Wholetime Key Managerial Personnel of the Company, designated as Chief Executive Officer (CEO) for a term of 5 (five) years effective from May 25, 2021 up to May 24, 2026; and (ii) maximum remuneration to be paid to Mr. Anil Raghavan for a period of 3 (three) years commencing from May 25, 2021 up to May 24, 2024.

On the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 22, 2023, has considered, approved and recommended to the members for their approval, a maximum remuneration of Rs. 8,00,00,000 p.a. (or its equivalent, in any other currency) to be paid to Mr. Anil Raghavan for a further period of 2 (two) years commencing from May 25, 2024 up to May 24, 2026, that is, up to the expiry of his present term of Office.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they have included their names in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as competency and experience of the Directors, meetings of the Board, roles and responsibilities of the Board, professional development, etc.

The performance of each committee of the board was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as mandate and composition, effectiveness of the Committee, independence of the Committee from the Board, contribution to decisions of the Board etc.

The Board reviewed the performance of the individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director) and contribution. The performance of each individual Independent Director was reviewed, based on the additional criteria of independence and independent views & judgment. Similarly, the performance of the Chairman was evaluated based on additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairman) and ability to keep shareholders'' interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Chairman and performance of the Board as a whole was evaluated.

Performance evaluation of the Board, its various Committees and individual Directors including Independent Directors and Chairman was found satisfactory. The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

HUMAN RESOURCES

The Company is a close-knit family of 407 dedicated individuals - 85% of which are highly qualified and experienced scientists in various fields. Last year, the Company has expanded its footprints into large molecules, and hired some top-quality scientific talent, including the ones from large molecule background.

The Company also invested in international conferences and scientific collaborations for continuous knowledge up-gradation. The Company has also strengthened its learning & development initiatives and initiated the succession planning for its critical positions. Your Directors recognize the team''s valuable support during the year and place on record their appreciation for the Team SPARC.

Information as per Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 is annexed as Annexure 1 to this Report. Further, pursuant to section 136 (1) of the Act, the Annual Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) of the aforesaid rules. In terms of section 136 of the Act, the said information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company either at the Registered/ Corporate Office address or by email to secretarial@ sparcmail.com

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

The Company strongly believes in gender neutrality and also encourages hiring from all genders. It becomes more & more important for us to focus on providing a safe & harassment-free workplace for all employees through various interventions and practices. This cannot be achieved without the Company making sure that the environment at SPARC is free from discrimination and harassment, including sexual harassment.

During the financial year ended March 31, 2023, there was no complaint received for sexual harassment. Also, there are no complains pending as at the end of the financial year.

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

AUDITORS

Statutory Auditors

The shareholders at their 17th Annual General Meeting of the Company had approved the appointment of S R B C & Co. LLP, Chartered Accountants, (Firm''s Regn. No. 324982E/E300003), as the Statutory Auditors of the Company for a second term of five years, to hold office up to the conclusion of the 22nd Annual General Meeting of the Company.

The Auditor''s Report for the financial year ended March 31, 2023, issued by the Statutory Auditors, does not contain any qualification, reservation, adverse remark or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, in terms of section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed KJB & Co. LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report in the Form No. MR-3 for the year ended March 31, 2023 is annexed as Annexure 2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, in terms of section 143(12) of the Act.

The Annual Secretarial Compliance Report for the financial year 2022-23 is being obtained from the Secretarial Auditor of the Company and the said Report will be submitted to the stock exchanges within the time prescribed under the Listing Regulations.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the year with the related parties were in the ''Ordinary Course of Business'' and on an ''Arm''s Length Basis''

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act exceeding ten percent of the annual turnover as per the last audited financial statements are given in Form AOC-2 provided as Annexure 3.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and may be accessed through the web link https://www.sparc.life/policies-and-codes.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has 7(seven) Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Fund Management Committee, and Securities Allotment Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms a part of this Report.

During the year under review, all recommendations made by the Committees (including Audit Committee) were accepted by the Board.

RISK MANAGEMENT

The Board of Directors has developed and implemented a comprehensive Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. Further, in compliance with the requirements of Regulation 21 of the Listing Regulations as amended from time to time, the Board of Directors of the Company has constituted a Risk Management Committee to oversee risk mitigation measures in the Company. The details of composition of Risk Management Committee are included in the Corporate Governance Report which forms a part of this Report.

The Risk Management Committee reviews, at regular intervals, the status of key risks and steps taken by the Company, to mitigate such risks.

IT Security Incident

In March 2023, the Company experienced an IT Security Incident that impacted some of the Company''s IT assets and operations. Based on the Company''s investigation, the Company currently believes that the incident''s effects on its IT system include a breach of certain file systems and the theft of Company data and personal data. As part of the Company''s containment and remediation efforts, the Company has taken various measures to strengthen its cybersecurity infrastructure to safeguard against such risks in the future. The details on the IT Security Incident are also provided in Note 49 of the financial statements.

INTERNAL FINANCIAL CONTROLS

The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company upgrades these systems on continuous basis.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meeting(s) of the Committee held during the year are given in the Corporate Governance Report which forms a part of this Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and may be accessed through the web link https://www.sparc.life/ policies-and-codes

Since the Company has incurred losses during the three immediately preceding financial years, the Company was not required to spend on CSR activities during the financial year ended March 31, 2023. However, in compliance with the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on ''CSR Activities'' as per prescribed format, is annexed as Annexure 4.

PUBLIC DEPOSITS

The Company has not accepted any public deposit during the year, under the provisions of the Act and the rules framed thereunder.

CREDIT RATING

Acuite Ratings & Research Ltd. has assigned the rating of ACUITE AA/Stable for the long term bank facilities of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company, as prescribed under Schedule V read with Regulation 34(3) of the Listing Regulations, is provided in a separate section and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Report on the Corporate Governance along with the certificate from the Auditors of your Company confirming compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the Listing Regulations, are provided in a separate section and forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2023, in the prescribed format as required under Regulation 34(2)(f) of the Listing Regulations, forms part of this Report and is also available on the website of the Company and may be accessed through the web link https://www.sparc.life/announcements-disclosures.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 5.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals during the year which may impact the going concern status of the Company''s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company believes in ensuring the highest level of honesty, integrity and ethical behavior across all its operations. Accordingly, the Company has devised a Whistle Blower Policy and has established the necessary vigil mechanism for its Directors and employees in accordance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations, to enable them to report suspected or actual occurrence of illegal, unethical or inappropriate events. The Policy is available on the website of the Company and may be accessed through the web link https:// www.sparc.life/policies-and-codes

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(3)(c) read with section 134(5) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to 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 as at March 31, 2023 and of the loss of the Company for the year ended on that date;

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; and

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, business partners, Company''s bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors Dilip S. Shanghvi

Place: Mumbai Chairman

Date: May 22, 2023 (DIN: 00005588)

Your Directors take pleasure in presenting the Company''s 17th Annual Report and Audited Financial Statements for the financial year ended March 31, 2022.

FINANCIAL RESULTS

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year ended March 31, 2022 and the date of this Report.

DIVIDEND

In view of loss incurred during the year, your Directors have not recommended any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company and may be accessed through the web link https://www.sparc.life/policies-and-codes.

ANNUAL RETURN

The draft Annual Return as required under subsection (3) of Section 92 of the Companies Act, 2013 (hereinafter referred to as ''the Act'') in form MGT-7 is made available on the website of the Company and can be accessed through the web link https://www.sparc. life/announcements-disclosures.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture or associate company. The Company is a subsidiary of Shanghvi Finance Private Limited.

PREFERENTIAL ISSUE

Pursuant to the approval by the Board of Directors at its meeting held on May 12, 2021 and approval by the members of the Company at their Extra-Ordinary General Meeting held on June 08, 2021 (''EGM''), the Company, on July 08, 2021, has allotted 6,24,74,082 warrants, each convertible into one equity share, on preferential basis at an issue price of H178/- each, upon receipt of 25% of the issue price (i.e. H44.50 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e.

H 133.50 per warrant) is payable within 18 months from the allotment date, at the time of exercising the option to apply for fully paid-up equity share of H 1/- each of the Company, against each warrant held by the warrant holder.

The Company, till date, has allotted 98,31,460 fully paid up equity shares against conversion of equal no. of warrants by the concerned warrant holder(s).

The details of utilization of funds is given hereunder:

There have been no deviation or variation in the use of proceeds from the objects stated in the offer document (Private Placement Offer cum Application Letter dated June 08, 2021) or explanatory statement to the EGM notice dated May 12, 2021.

SHARE CAPITAL

The paid-up share capital of the Company at the beginning of the financial year was H 26,20,47,506/. During the year the Company has allotted 98,31,460 equity shares of H 1/- each towards conversion of warrants issued on preferential basis. As a result, the paid-up capital of the Company as at the end of the financial year stood increased to H 27,18,78,966/-.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT

In compliance with the requirements of Regulation 39(4) of the Listing Regulations, the Company had transferred 1,620 shares belonging to 14 shareholders to "SPARC Unclaimed Suspense Account", after sending three reminders to the concerned shareholders and following the procedures laid down under Schedule VI of the aforesaid Regulations.

As on March 31, 2022, 1,584 shares belonging to 13 shareholders were lying unclaimed in the aforesaid account.

In compliance with the requirements of the Listing Regulations, all corporate benefits declared by the

Company in future, in respect of the aforesaid shares shall be transferred to the aforesaid account until the rightful shareholders claim for the aforesaid shares. The voting rights on the aforesaid shares shall also remain frozen till the rightful owners claim the shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Dilip S. Shanghvi (DIN: 00005588), retires by rotation at the ensuing 17th Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment for the approval of the members at the ensuing 17th Annual General Meeting of the Company.

During the year under review, the Mr. Dilip Shanghvi (DIN: 00005588) has expressed his desire to step down from his position as Managing Director of the Company. He, however, would continue to be associated with the Company in his capacity as Non-Executive Director and Chairman of the Company. The Nomination and Remuneration Committee and the Board at their respective meetings held on May 25, 2021 has noted and accepted the same with immediate effect.

On the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 25, 2021, had also considered, approved and recommended to the members of the Company, (i) appointment of Mr. Anilkumar Raghavan as the Manager and Whole-time Key Managerial Personnel of the Company, designated as Chief Executive Officer (CEO), for a term of 5 (five) years effective from May 25, 2021 upto May 24, 2026; and (ii) maximum remuneration (of H 8,00,00,000 p.a.) to be paid to Mr. Anilkumar Raghavan for a period of 3 (three) years commencing from May 25, 2021 upto May 24, 2024. The members at their 16th Annual General Meeting of the Company held on September 29, 2021 has approved the above appointment and maximum remuneration to be paid to Mr. Anilkumar Raghavan.

During the year under review, Mr. Debashis Dey has resigned from his position of Company Secretary and Compliance Officer with effect from end of working hours of June 25, 2021. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on July 26, 2021 has considered and approved the appointment of Mr. Dinesh Lahoti as the Company Secretary and Compliance Officer of the Company with immediate effect.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under the Act and the Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation received, if any, from a board member. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Act or other applicable laws.

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for selection, appointment and remuneration of Directors and Senior Management. The summary of Remuneration Policy is disclosed in the Corporate Governance Report, which forms a part of this Report.

The complete Policy as approved by the Board is available on the website of the Company and can be accessed through the web link https://www.sparc.life/ policies-and-codes.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, nature of the industry in which the Company operates, business model, their roles, rights, responsibilities in the Company, etc. The details of the Familiarisation Programme conducted during the year are available on the website of the Company and can be accessed through the web link https://www.sparc. life/announcements-disclosures.

MEETINGS OF THE BOARD

The Board of Directors of the Company have met seven times during the year. The dates of the Board meetings and particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report which forms a part of this Report. The intervening gaps between the meetings were within the period prescribed under the Act and Listing Regulations.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of SEBI notification no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 05, 2017 on ''Guidance Note on Board Evaluation'', on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted set of criteria, aligned with the recommendations of SEBI, for evaluation of performance of the board, its committees and individual directors.

The Board of Directors have carried out an evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Competency and experience of the Directors, Meetings of the Board, Roles and Responsibilities of the Board, Professional Development, etc.

The performance of each committee of the board was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Mandate and Composition, Effectiveness of the Committee, Independence of the Committee from the Board, Contribution to Decisions of the Board etc.

The Board reviewed the performance of the individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director) and contribution. The performance of each individual Independent Director was reviewed, based on the additional criteria of Independence and Independent Views & Judgment. Similarly, the performance of the Chairman was evaluated based on additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairman) and ability to keep shareholders'' interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Chairman and performance of the Board as a whole was evaluated.

Performance evaluation of the Board, its various Committees and individual Directors including independent Directors and Chairman was found satisfactory. The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management.

HUMAN RESOURCES

The Company is a close-knit family of 403 dedicated individuals - 85% of which are highly qualified and experienced scientists in various fields. Last year, the Company has expanded its footprints into Large Molecules, and hired some top quality scientific talent, including the ones from large molecule background.

The Company also invested in international conferences and scientific collaborations for continuous knowledge up-gradation. The Company has also strengthened its learning & development initiatives and initiated the succession planning for its critical positions.

Your Directors recognize the team''s valuable support during the pandemic and place on record their appreciation for the Team SPARC.

Information as per Section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure 1 to this Report. Further, pursuant to section 136 (1) of the Act, the Annual Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) of the aforesaid Rules. In terms of section 136 of the Act, the said information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company either at the Registered/ Corporate Office address or by email to [email protected]

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

The Company strongly believes in gender neutrality and also encourages hiring from all genders. It becomes more & more important for us to focus on providing a

safe & harassment-free workplace for all employees through various interventions and practices. This cannot be achieved without the Company making sure that the environment at SPARC is free from discrimination and harassment, including sexual harassment.

During the financial year ended March 31, 2022, there was no complaint received for sexual harassment. Also, there are no complains pending as at the end of the financial year.

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

AUDITORS

Statutory Auditors

S R B C & Co. LLP, Chartered Accountants, (Firm''s Regn. No. 324982E/E300003), were appointed as the Statutory Auditors of the Company for a term of five years, to hold office upto the conclusion of the 17th Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee, the Board at its meeting held on May 17, 2022 had considered and approved the appointment of S R B C & Co. LLP, Chartered Accountants, (Firm''s Regn. No. 324982E/ E300003) for a second term of five years, i.e. from the conclusion of 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting. S R B C & Co. LLP have consented to act as Statutory Auditors and confirmed their eligibility to be re-appointed in terms of Section 141 and other applicable provisions of the Act.

The Auditor''s Report for the financial year ended March 31, 2022, issued by the Statutory Auditors, does not contain any qualification, reservation, adverse remark or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, in terms of section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed KJB & Co. LLP, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit Report in the Form No. MR-3 for the year ended March 31, 2022 is annexed as Annexure 2. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2021-22 has been obtained from the Secretarial Auditor of the Company and the said Report was submitted with the stock exchanges within the prescribed time.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from time to time.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the year with the related parties were in the ''Ordinary Course of Business'' and on Arm''s Length Basis''.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act exceeding ten percent of the annual consolidated turnover as per the last audited financial statements are given in Form AOC-2 provided as Annexure 3.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and may be accessed through the web link https://www. sparc.life/policies-and-codes.

COMMITTEES OF THE BOARD

As on March 31, 2022, the Board has 7(seven) Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee, Fund Management Committee, Securities Allotment Committee. The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms a part of this Report.

During the year under review, all recommendations made by the Committees (including Audit Committee) were accepted by the Board.

The Board of Directors has developed and implemented an adequate Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. Further, in compliance with the requirements of Regulation 21 of the Listing Regulations as amended from time to time, the Board of Directors of the Company has constituted a Risk Management Committee to oversee risk mitigation measures in the Company. The details of composition of Risk Management Committee are included in the Corporate Governance Report which forms a part of this Report.

The Risk Management Committee reviews, at regular intervals, the status of key risks and steps taken by the Company, to mitigate such risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company upgrades these systems on continue basis.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee and the meeting(s) of the Committee held during the year are given in the Corporate Governance Report which forms a part of this Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the Company and may be accessed through the web link https://www.sparc.life/policies-and-codes

Since the Company has incurred losses during the three immediately preceding financial years, the Company was not required to spend on CSR activities during the financial year ended March 31, 2022. However, in compliance with the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on ''CSR Activities'' as per prescribed format, is annexed as Annexure 4.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposit during the year, under the provisions of the Act and the rules framed thereunder.

CREDIT RATING

Acuite Ratings & Research Ltd. has assigned the rating of ACUITE AA/Stable for the long term facilities of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company, as prescribed under Schedule V read with Regulation 34(3) of the Listing Regulations, is provided in a separate section and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance along with the Certificate from the Auditors of your Company confirming compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the Listing Regulations, are provided in a separate section and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the year ended March 31, 2022 describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format as required under Clause 34(2)(f) of the Listing Regulations, forms part of this Report and is also available on the website of the Company and may be accessed through the web link https://www.sparc.life/announcements-disclosures.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 5.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals during the year which may impact the going concern status of the Company''s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company wants to continue enduring value for all stakeholders and ensure highest levels of honesty, integrity and ethical behavior in all its operations. Hence, the Company continues to prioritize this vision to all employees and gives more importance to the already created ''SPARC Whistle Blower Policy''.

SPARC encourages all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behavior or practices) that may affect Company''s working or interest / image.

The Policy is available on the website of the Company and may be accessed through the web link https:// www.sparc.life/policies-and-codes.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(5) read with section 134(3)(c) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to 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 as at March 31, 2022 and of the loss of the Company for the year ended on that date;

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; and

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Your Directors wish to thank all stakeholders, business partners, Company''s bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Dilip S. Shanghvi

Place: Mumbai Chairman

Date: August 08,2022 (DIN: 00005588)

The Directors take pleasure in presenting the Thirteenth Annual Report and Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. in Lakhs)

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1^st April 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein.

DIVIDEND

In view of loss incurred during the year, your Directors do not recommend any dividend for the year under review.

DIVIDEND DISTRIBUTION POLICY

In compliance with the requirements of regulation 43A of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI (LODR) Regulations’), the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the company www.sparc. life and may be accessed through the web link https://www. sparc.life/policies-and-codes. The Dividend Distribution Policy is also enclosed as Annexure A to this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in prescribed form MGT-9 is enclosed as Annexure 1 to this Report.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture or associate company. The Company is a subsidiary of Shanghvi Finance Pvt. Ltd.

SHARE CAPITAL & PREFERENTIAL ISSUE

The Board of Directors, in their meeting held on 5th May, 2017, approved the issue and allotment of up to 1,51,51,515 warrants, each convertible into one fully paid equity share of the Company at a price of Rs.330 each, to certain entities on preferential basis, subject to receipt of necessary approvals, including that of shareholders.

Subsequently, the approval of the members by way of a Special Resolution was obtained at an Extra-Ordinary General Meeting of the Company held on 2nd June 2017 and consequent to the receipt of in-principal approval of the Stock Exchanges, for issue of convertible warrants on Preferential Basis, the Securities Allotment Committee of the Board, in its meeting held on 14th July 2017, issued & allotted 1,51,51,515 warrants, each convertible into or exchangeable for one fully paid equity share of Rs.1 of the Company to such entities.

Out of the above, 40,40,404 warrants held by certain entities were converted into equivalent number of fully paid equity shares of the Company, on exercise of option by the concerned warrant holders on 15th December 2017. Accordingly, there were 1,11,11,111 warrants outstanding as on 31st March 2018.

Also, the Board of Directors, in their meeting held on 5th August 2017, annulled the forfeiture of 14 shares, on receipt of applications along with the unpaid amount & interest for delayed payment from the concerned shareholder.

Consequent to the aforesaid allotment & annulment of forfeiture of shares, the paid-up share capital of the Company have increased from Rs.24,68,95,977 to Rs.25,09,36,395 during the year.

SHARES LYING IN UNCLAIMED SUSPENSE ACCOUNT

In compliance with the requirements of regulation 39 (4) of the Securities and Exchange Board of India Listing Obligation & Disclosure Requirements Regulations, 2015 (hereinafter referred to as ‘SEBI (LODR) Regulations’), the Company had transferred 1,620 shares belonging to 14 shareholders to “SPARC Unclaimed Suspense Account”, after sending three reminders to the concerned shareholders and following the procedures laid down under Schedule VI of the aforesaid Regulations.

As on 31st March 2018, 1,584 shares belonging to 13 shareholders were lying unclaimed in the aforesaid account.

In compliance with the requirements of the SEBI (LODR) Regulations, all corporate benefits declared by the Company in future, in respect of the aforesaid shares shall be transferred to the aforesaid account until the rightful shareholders claim for the aforesaid shares. The voting rights on the aforesaid shares shall also remain frozen till the rightful owners claim the shares.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Sudhir V. Valia (DIN:00005561), retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Prof. Dr. Andrea Vasella (DIN: 01653058), Prof. Dr. Goverdhan Mehta (DIN: 00350615) and Mr. S. Mohanchand Dadha (DIN: 00087414), retired as Independent Directors of the Company at the end of the 12th Annual General Meeting of the Company on conclusion of the term of their appointment. The Board acknowledges and puts on record its appreciation for the valuable contributions made by the above members during their tenure as Directors of the Company.

Dr. Ferzaan Engineer (DIN: 00025758) & Mr. Mark Simon (DIN: 07807378), were appointed by the Board as Additional Directors of the Company under section 161 of the Companies Act, 2013 to hold office up to the 12th Annual General Meeting of the Company and were subsequently appointed by the members at the 12th Annual General Meeting, as Independent Directors of the Company for a term of three years, to hold office upto the conclusion of 15th Annual General Meeting of the Company.

There were no changes in the Key Managerial Personnel of the Company during the year.

Appropriate resolution for the re-appointment of Director as detailed above is being placed for your approval at the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection, appointment and remuneration of Directors and Senior Management.

The summary of Remuneration Policy is disclosed in the Corporate Governance Report, which forms a part of this Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (LODR) Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such programme is available on the website of the company www.sparc.life and may be accessed through the web link https://www.sparc.life/ announcements-disclosures.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the year on 5th May, 2017, 5th August, 2017, 27th October, 2017 and 29th January, 2018. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report which forms a part of this Report. The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Securities and Exchange Board of India’s (‘SEBI’) notification no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2016 on ‘Guidance Note on Board Evaluation’, the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, adopted revised set of criteria, aligned with the recommendations of SEBI, for evaluation of the Board of Directors of the Company, including the individual Directors and the Committees of the Board.

The Board of Directors have also carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations.

The performance of the Board were evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Structure of the Board, Meetings of the Board, Functions of the Board, Board and Management, Professional Development, etc.

The performance of the committees were evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Mandate and composition, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfilment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director), contribution & integrity.

The performance of each individual Independent Director was reviewed, based on the additional criteria of Independence and Independent Views & Judgment. Similarly, the performance of the Chairman was evaluated based on additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairperson) and ability to keep shareholders’ interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the various Committees of the Board and the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of Independent Directors, at which the performance of the Board, its committees and individual Directors were also discussed.

HUMAN RESOURCES

As on 31st March, 2018, your Company had a dedicated team of 424 people, of which around 350 are highly qualified and experienced scientists. During the previous year, the Company has considerably strengthened its team by attracting top quality scientific talent, with extensive experience in drug research internationally.

In addition to increasing the Company’s participation at international Conferences for continuous knowledge up-gradation, the Company have also put in place effective training and career progression plans for its employees.

Your Directors recognize the team’s valuable contribution and place on record their appreciation for Team SPARC.

Information as per 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 as Annexure 2 to this Report. Further, pursuant to section 136 (1) of the Companies Act, 2013, the Annual Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) aforesaid. In terms of section 136 of the Act, the said annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment.

During the year ended 31st March, 2018, no complaint pertaining to sexual harassment was received by the Company.

AUDITORS Statutory Auditors

The Company’s Auditors M/s. S R B C & Co. LLP, Chartered Accountants, (ICAI Firm Regn. No. 324982E/E300003), were appointed as the Statutory Auditors of the Company for a term of five years, upto the conclusion of the 17th Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company, if so required under the Law.

The Ministry of Corporate Affairs have, vide its Commencement Notification dated 7th May 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting.

In appreciation of the commendable performance by the Auditors during the year the Board has decided, to discontinue the practice of obtaining annual ratification of the shareholders for appointment of Statutory Auditors, in view of the exemption provision in the resolution passed by the members in the 12th Annual General Meeting and the removal of the provision of the law which mandated the requirement.

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 Board had appointed C. J. Goswami & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report is annexed herewith as Annexure 3.

Neither the ‘Audit Report’ issued by S R B C & CO. LLP nor the ‘Secretarial Audit Report’ issued by C J Goswami & Associates, for the financial year 2017-18 contain any qualifications, observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the Company.

The Secretarial Auditors, however, have in their report observed as follows:

“The Dividend Distribution Policy is not disclosed in the Annual Report of the Company for the financial year 2016-17 pursuant to requirement of regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;”

In respect of above, the Board clarifies that the Company is a loss making Company and has never declared Dividend in the past. As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company, in their meeting held on 28th October 201 6, had approved and adopted a Dividend Distribution Policy.

Since the approved Dividend Policy was already placed on the website of the Company, it was not annexed to the Board’s Report for the FY 2016-17. However, the same is annexed to the Board’s Report for the FY 2017-18.

The Boards of Directors, have in their meeting held on 8th May 2018 appointed M/S. KJB & Co. LLP, Practicing Company Secretaries Auditors of the Company for the Financial year 2018-19.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the year with the related parties were in the ‘Ordinary Course of Business’ and on ‘Arm’s Length Basis’.

There are no materially significant Related Party Transactions between the Company and the Directors, the management or the relatives, except for those disclosed in the financial statements and Form AOC-2 (Annexure 4).

All Related Party Transactions were subjected to independent review by Dhruv A. & Co., Chartered Accountants to determine adherence to ‘Arm’s Length Price’ and by Bathiya & Associates LLP, Chartered Accountants, to establish compliance with ‘Ordinary Course of Business’ requirement. All Related Party Transactions, along with the aforesaid certificates, were also placed before the Audit Committee for review and approval. Prior Omnibus approval was obtained for Related Party Transactions which were of repetitive nature and were entered in Ordinary Course of Business and at Arm’s Length Price.

The policy on Related Party Transactions as approved by the Board is available on the website of the company www.sparc. life and may be accessed through the web link https://www. sparc.life/policies-and-codes.

The particulars of Related Party Transactions entered into by the Company during the previous financial year, individually or taken together with similar transactions during the last financial year, which exceeded ten percent of the annual turnover of the Company during the financial year 2016-17, are enclosed in prescribed Form AOC-2 as Annexure 4.

Your Directors also draw your attention to “Annexure A” to the Notes on the Financial Statements, which sets out Related Party Disclosures.

AUDIT COMMITTEE COMPOSITION

The details of composition of Audit Committee are included in the Corporate Governance Report, which forms a part of this Report.

RISK MANAGEMENT

The Board of Directors has developed & implemented an adequate Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. The Audit Committee reviews, at regular intervals, the status of key risks and steps taken by the Company, to mitigate such risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company continually upgrades these systems. The internal control systems are supplemented by extensive internal audits, conducted by an independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are given in the Corporate Governance section of the Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the company www. sparc. life and may be accessed through the web link https:// www.sparc.life/policies-and-codes.

Since the Company incurred losses during the three immediately preceding financial years, the Company was not required to spend any money on CSR activities during the previous financial year. However, in compliance with the requirements of Companies (Corporate Social Responsibility) Rules, 2014, a Report on ‘CSR Activates’ as per prescribed format, is enclosed with as Annexure 5.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposit during the year, under the provisions of the Companies Act, 2013 and the rules framed thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company, as prescribed under Schedule V read with regulation 34(3) of the SEBI (LODR) Regulations, is provided in a separate section and forms part of this Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the year ended 31st March, 2018 describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board, as required under Clause 34 (2) (f) of the SEBI (LODR) Regulations, forms part of this Report and is available on the website of the Company www.sparc.life and may be accessed through the web link https://www.sparc.life/annual-reports. The same is also kept at the Registered Office of the Company for inspection. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and 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, is annexed as Annexure 6.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals during the year which may impact the Going Concern Status of the Company’s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has formulated a Vigil Mechanism named as ‘SPARC Whistle Blower Policy’ in addition to the existing Code of Conduct that governs the actions of its employees. This Policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviours or practices) that affect Company’s interest / image.

The Policy is available on the website of the Company www. sparc.life and may be accessed through the web link https:// www.sparc.life/policies-and-codes.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(5) read with section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to 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 as at 31st March, 2018 and of the loss of the Company for the year ended on that date;

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; and

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, business partners, Company’s bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Dilip S. Shanghvi

Chairman & Managing Director

Place: Mumbai

Date: May 8, 2018

Board s Report

The Directors take pleasure in presenting the Twelfth Annual Report and Audited Accounts for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

(Rs, in Lakhs)

DIVIDEND

In view of loss incurred during the year, your Directors do not recommend any dividend for the year under review.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in prescribed form MGT-9 is enclosed as "Annexure 1" to this report.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture or associate company. Consequent to restructuring of promoter group holding, the Company has become a subsidiary of Shanghvi Finance Pvt. Ltd. with effect from 30th March, 20l7.

SHARE CAPITAL & RIGHTS ISSUE

During the year, your Company had issued 1,02,04,081 fully paid-up equity shares of face value of Rs, 1 each ("Rights Issue Equity Shares") for cash at a price of Rs, 245 per equity share including a share premium of Rs, 244 per equity share aggregating up to Rs, 25,000 Lakhs to the existing equity shareholders on a rights basis in the ratio of 5 fully paid-up equity shares for every 116 fully paid-up equity shares held by the existing equity shareholders on the record date, i.e. March 17, 2016 ("The Issue").

The Issue was open for subscription from 28th March, 2016 to 13th April, 2016 (the Issue Closing Date was extended from April 11, 2016 to April 13, 2016). The Rights Issue Committee, in its meeting held on 27th April, 2016, approved the allotment of 1,02,04,081 Rights Issue Equity Shares to the successful applicants, based on the Rs,basis of allotment'' approved by BSE Limited, the designated Stock Exchange for the issue. The shares were listed on BSE Limited & National Stock Exchange of India Limited (NSE) and were admitted for dealing by both the exchanges with effect from 3rd May, 2016.

The Board of Directors, in its meeting held on 29th July, 2016 and 28th October, 2016, annulled the forfeiture of 4,351 shares and 191 shares respectively, on receipt of applications along with the unpaid amount & interest for delayed payment from the concerned shareholders.

Consequent to the aforesaid allotment & annulment of forfeited shares, the paid-up share capital of the Company has increased from Rs, 23,66,87,354 to Rs, 24,68,95,977 during the previous financial year.

The Board of Directors, in their meeting held on 5^th May, 2017, approved the issue and allotment of up to 1,51,51,515 warrants, each convertible into one fully paid equity share of the Company at a price of Rs, 330 each, to certain Promoter and Non-promoter entities on Preferential basis, subject to receipt of necessary approvals, including that of Shareholders.

TRANSFER OF SHARES TO UNCLAIMED SUSPENSE ACCOUNT

In compliance with the requirements of regulation 39 (4) of the Securities and Exchange Board of India Listing Obligation & Disclosure Requirements Regulations, 2015 [SEBI (LODR) Regulations], the Company had transferred 1,620 shares belonging to 14 shareholders to "SPARC Unclaimed Suspense Account", after sending three reminders to the concerned shareholders and following the procedures laid down under Schedule VI of the aforesaid Regulations.

As on 31st March, 2017, 1,584 shares belonging to 13 shareholders were lying unclaimed in the aforesaid account.

In compliance with the requirements of the SEBI (LODR) Regulations, all corporate benefits declared by the Company in future, in respect of the aforesaid shares shall be transferred to the aforesaid account until the rightful shareholders claim for the aforesaid shares. The voting rights on the aforesaid shares shall also remain frozen till the rightful owners claim the shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. T Rajamannar (DIN: 01415412), retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Prof. Dr. Andrea Vasella (DIN: 01653058), Prof. Dr. Goverdhan Mehta (DIN: 00350615) and Mr. S. Mohanchand Dadha (DIN: 00087414), Independent Directors of the Company hold office upto the ensuing Annual General Meeting of the Company. The Board acknowledges and puts on record its appreciation for the valuable contributions made by the above members during their tenure as Directors of the Company.

The Board of Directors of the Company, in its meeting held on 5th May, 2017, appointed Dr. Ferzaan Engineer (DIN: 00025758) & Mr. Mark Simon (DIN: 07807378) as Additional Directors of the Company under section 161 of the Companies Act, 2013 to hold office up to the ensuing Annual General Meeting of the Company. In view of the impressive qualifications & experience of the aforesaid Directors, it is proposed to appoint Dr. Ferzaan Engineer & Mr. Mark Simon as Independent Directors of the Company for a term of 3 years, to hold office up to the conclusion of the fifteenth Annual General Meeting of the Company.

Mr. Sudhir V. Valia, resigned from his position as the Chief Financial Officer of the Company at the end of working hours on 31st January, 2017. In view of the above, the Board has appointed Mr. Chetan Rajpara as the Chief Financial Officer of the Company with effect from 1st February, 2017. Post his resignation as the Chief Financial Officer of the Company, Mr. Sudhir V. Valia continues to be associated with the Company in his position of Non-Executive Director.

Appropriate resolutions for the appointment/re-appointment of Directors as detailed above are being placed for your approval at the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, received from any member of the Board. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection, appointment and remuneration of Directors and Senior Management.

The summary of Remuneration Policy is disclosed in the Corporate Governance Report, which forms a part of this Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (LODR) Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The detail of such programme is available on the website of the company www.sparc. life and may be accessed through the web link http://www. sunpharma.in/regulatory-compliance.htm.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four times during the previous financial year on 6th May, 2016, 29th July, 2016, 28th October, 2016 and 27th January, 2017. The particulars of attendance of the Directors at the said meetings are detailed in the Corporate Governance Report which forms a part of this Report. The intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LoDR) Regulations.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Securities and Exchange Board of India''s (‘SEBI'') notification no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2016 on ‘Guidance Note on Board Evaluation'', the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, adopted revised set of criteria, aligned with the recommendations of SEBI, for evaluation of the Board of Directors of the Company, including the individual Directors and the Committees of the Board.

The Board of Directors have also carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Structure of the Board, Meetings of the Board, Functions of the Board, Board and Management, Professional Development, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Mandate and composition, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Non-Independent Directors on the basis of criteria such as qualifications, experience, knowledge & competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment (as a Director), contribution & integrity.

The individual Independent Directors were reviewed, based on the additional criteria of Independence and Independent Views & Judgment. Similarly, the performance of the Chairman was evaluated based on the following additional criteria such as effectiveness of leadership and ability to steer the meetings, impartiality, commitment (as Chairperson) and ability to keep shareholders'' interests in mind.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the various Committees of the Board and the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committees and individual Directors was also discussed.

HUMAN RESOURCES

As on 31st March, 2017, your Company had a dedicated team of over 398 people, of which around 330 are highly qualified and experienced scientists. In the last year, we considerably strengthened our team by attracting top quality scientific talent, with extensive experience in drug research internationally.

In addition to increasing our participation at international conferences for continuous knowledge up-gradation, we have also put in place effective training and career progression plans for our employees.

Your Directors recognize the team''s valuable contribution and place on record their appreciation for Team SPARC.

Information as per Section 197 (12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed ("Annexure 2") to this report. Further, pursuant to section 136 (1) of the Companies Act, 2013, the Report and the accounts are being sent to the members excluding the information under rule 5(2) & 5(3) aforesaid. In terms of section 136 of the Act, the said annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment.

During the year ended 31st March, 2017, no complaint pertaining to sexual harassment was received by the Company.

AUDITORS Statutory Auditors

The Company''s Auditors, Deloitte Haskins & Sells LLP Chartered Accountants, Mumbai (Regn. No. 117366W/W-100018), were appointed as the Statutory Auditors of the Company for a period of three years, up to the conclusion of the twelfth Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. In terms of section 139 of the Companies Act,

2013, Deloitte Haskins & Sells LLP Chartered Accountants retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting.

The Audit Committee and the Board of Directors of the Company, in its meeting held on 5th May, 2017, recommended the appointment of SRBC & Co. LLP, Chartered Accountants, (Regn. No. 324982E) as the new Statutory Auditors of the Company for a term of five years, to hold office up to the conclusion of the seventeenth Annual General Meeting of the Company.

The Board of Directors places on record its appreciation for the valuable contribution of Deloitte Haskins & Sells LLP, during their association as the Statutory Auditors of the Company.

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 C. J. Goswami & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure 3".

The Financial Audit Report and the Secretarial Audit Report for the financial year 2016-17 do not contain any qualification, reservation or adverse remark by the Auditors.

LOANS, GUARANTEES & INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangements entered by the Company during the previous financial year with the related parties were in the ‘Ordinary Course of Business'' and on ‘Arm''s Length Basis''.

There are no materially significant Related Party Transactions between the Company and the Directors, the management or the relatives, except for those disclosed in the financial statements and Form AOC-2 ("Annexure 4").

All Related Party Transactions were subjected to independent review by Dhruv A. & Co., Chartered Accountants to determine adherence to ‘Arm''s Length Price'' and by Bathiya & Associates LLP, Chartered Accountants, to establish compliance with ‘Ordinary Course of Business'' requirement. All Related Party Transactions, along with the aforesaid certificates, were also placed before the Audit Committee for review and approval. Prior Omnibus approval is obtained for Related Party Transactions which are of repetitive in nature and are entered in Ordinary Course of Business and at Arm''s Length Price.

The policy on Related Party Transactions as approved by the Board is available on the website of the company www.sparc. life and may be accessed through the web link http://www. sunpharma.in/regulatory-compliance.htm.

The particulars of Related Party Transactions entered into by the Company during the previous financial year, individually or taken together with similar transactions during the last financial year, which exceeded ten percent of the annual turnover of the Company during the financial year 2015-16, are enclosed in prescribed Form AOC-2 as "Annexure 4".

Your Directors also draw your attention to "Annexure A" to the Notes on the Financial Statements, which sets out Related Party Disclosures.

AUDIT COMMITTEE COMPOSITION

The details of composition of Audit Committee are included in the Corporate Governance Report, which forms a part of this Report.

RISK MANAGEMENT

The Board of Directors has developed & implemented a robust Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risks that threaten the existence of the Company. The Audit Committee reviews the status of key risks and steps taken by the Company, to mitigate such risks at regular intervals.

INTERNAL FINANCIAL CONTROLS

The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of intellectual properties, resources, assets, and the accurate reporting of financial transactions in the financial statements. The Company continually upgrades these systems. The internal control systems are supplemented by extensive internal audits, conducted by an independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility Committee. The details of membership of the Committee & the meetings held are given in the Corporate Governance Section of the Report.

The CSR Policy of the Company as approved by the Board on the recommendation of the Corporate Social Responsibility Committee is available on the website of the company www. sparc.life and may be accessed through the web link http:// www.sunpharma.in/regulatory-compliance.htm

Since the average net profits of the Company during the three immediately preceding financial years were negative, the Company was not required to spend any money on CSR activities during the previous financial year.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposit during the year under review, under the provisions of the Companies Act, 2013 and the rules framed there under.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company, as prescribed under Schedule V read with regulation 34(3) of the SEBI (LODR) Regulations, is provided in a separate section and forms a part of this Report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for the year ended 31st March, 2017, in line with Green Initiative as required under Clause 34 (2) (f) of the SEBI (LODR) Regulations, forms part of this Report and is available on the website of the Company www.sparc.life and may be accessed through the web link http://www.sunpharma.in/regulatory-compliance.htm. The same is also kept at the Registered Office of the Company for inspection. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and 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, is annexed as "Annexure 5".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company''s future operations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated a Vigil Mechanism named as ‘SPARC Whistle Blower Policy'' in addition to the existing Code of Conduct that governs the actions of its employees. This Policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors’ or practices) that affect Company''s interest / image.

The Policy is available on the website of the Company www.sparc.life and may be accessed through the web link http://www.sunpharma.in/regulatory-compliance.htm.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134(5) read with section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to 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 as at 31 st March, 2017 and of the loss of the Company for the year ended on that date;

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; and

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders, business partners, Company''s bankers, medical professionals and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Dilip S. Shanghvi

Chairman & Managing Director

Place: Mumbai

Date: May 5, 2017

Dear Members,

The Directors take pleasure in presenting the Ninth Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULT

(Rs. in Thousands)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Total Income 1,770,327 888,959

Profit/(Loss) before Depreciation & Tax 378,965 (190,992)

Depreciation 35,723 33,955

Profit/(Loss) before Tax 343,242 (224,947)

Tax Expense 40,000 -

Profit/(Loss) after Tax 303,24 (224,947)

Balance brought forward from Previous Year (1,437,915) (1,212,968)

Balance carried to Balance Sheet (1,134,673) (1437,915)

DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend for the year under review.

DIRECTORS

Dr. T. Rajamannar ceased to be the Whole-time Director of the Company effective April 24, 2014 and is now a Non-Executive Director of the Company, with effect from April 24, 2014. Dr. T. Rajamannar, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

The Independent Directors of the Company viz. Mr. S. M. Dadha, Prof Dr. Goverdhan Mehta and Prof Dr. Andrea Vasella, are being proposed to be appointed as Independent Directors of the Company in terms of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 ofthe Companies Act, 2013.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed.

HUMAN RESOURCES

SPARC, which is committed to do quality research work, has a dedicated team of about 318 employees, of which 261 are highly qualified and experienced scientists comparable to those existing internationally. We are augmenting consistently enhancing our capabilities by attracting talent and nurturing these talents for better results. We understand and value that all employees are career conscious. The growth of employees is intrinsically linked with the growth of any organization and vice versa. No organization can develop without taking its employees on the growth path and therefore, employees'' career development is a part of human resources mission. We provide performance driven reward, comprehensive development and learning opportunities, challenging work content and quality of work life.

Your Directors recognize the team''s valuable contribution and place on record their appreciation forTeam SPARC.

Information as per Section 217(2A) of the Companies Act/1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is available at the registered office of your Company. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at Mumbai office or Registered office address of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed thereunder.

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(l)(e) of the Companies Act 1956 readwith the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure and forms part of this Report.

DIRECTORS''

RESPONSIBILITY

STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made

judgements and estimates that were 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 on the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and Companies Act, 2013 to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern''basis.

AUDITORS

Your Company''s auditors, M/s. Deloitte Haskins & Sells LLP (Firm''s Registration No. 117366W/W-100018), retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners-your Company''s bankers, medical profession and business associatesfortheir continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Dilip S. Shanghvi

Place: Mumbai Chairman & Managing

Date: May 3,2014 Director

The Directors take pleasure in presenting the Eighth Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULT (Rs. in Thousand)

Year ended Year ended Particulars 31st March, 2013 31st March, 2012

Total Income 888,959 301,222

Profit/(Loss) before Depreciation & Tax (190,992) (690,698)

Depreciation 33,955 31,623

Profit/(Loss) before Tax (224,947) (722,321)

Tax Expense - -

Profit/(Loss) after Tax (224,947) (722,321)

Balance brought forward from Previous Year (1,212,968) (490,647)

Balance carried to Balance Sheet (1,437,915) (1,212,968)

DIVIDEND

In view of loss incurred during the year under review, your Directors do not recommend any dividend for the year under review.

RIGHTS ISSUE

During the year under review, the Company had filed Letter of Offer ("LOF") dated 10th August, 2012, with SEBI for issue of 29,588,056 Equity shares of Rs. 1.00 each to existing shareholders on Rights Basis in the ratio of 1 Rights Share for every 7 equity shares held, at issue price of Rs. 67.00 each (including share premium). Pursuant to Rights Issue the Company had on 3rd October, 2012, allotted to the eligible shareholders, 29,588,056 Equity Shares partly paid up to the extent of Rs. 40 per share (comprising of Rs. 0.60 towards face value and Rs. 39.40 per share towards share premium) and the balance Rs. 27.00 per share (comprising of Rs. 0.40 towards face value and Rs. 26.60 per share towards share premium) was payable on Final Call.

Further the Company had announced Final Call on these shares vide Final Call Notice dated February 19, 2013, and the Final Call money was payable from March 1, 2013 up to March 21, 2013. Pursuant to receipt of Final Call Money, till the date of this report, 29,351,987 out of 29,588,056 partly paid Equity shares have been converted to fully paid shares. The remaining shares will be converted as and when the Final call money is received from the respective shareholders.

Consequent to allotment of the aforesaid shares, the Issued and Subscribed Equity Capital of the Company increased from Rs. 207,116,391 as on 31st March, 2012 to Rs. 236,704,447 as on 31st March, 2013 and the Paid-Up Equity Share Capital of the Company increased from Rs. 207,116,391 as on 31st March, 2012 to Rs. 236,599,845 as on 31st March, 2013.

Out of the proceeds of the Rights Issue, as on 31st March, 2013, the Company has utilised amount aggregating to Rs. 1027.5 million towards the Objects of the Issue, as stated in the Letter of Offer. The balance unutilised funds have been temporarily invested in liquid mutual funds / bank.

Due to inherent unpredictability in clinical trial enrolments and results, deployment of funds in clinical trials on R&D projects stated in the LOF may be staggered. The Board of Directors, therefore, at their meeting held on 24th January, 2013 decided to seek the approval of the members, by way of postal ballot, for altering the utilisation of unutilised funds out of the proceeds of the Rights Issue.

The members on 11th May, 2013, by way of resolution by postal ballot approved alteration of the Objects stated in the LOF to utilize the unutilized funds for Pharmaceutical research and development activities - Funding clinical trials in India or USA, on any existing and/ or future product/technology including S-597 nasal, Latanoprost plus Timolol combination eye drops, dry powder inhaler, Baclofen GRS Capsule and PICN.

Further, as you are aware, the Company undertakes various Research and Development activities in addition to clinical trials. Numerous allied and supporting activities need to be carried out prior to and after conducting such clinical trials. To reach the stage of clinical trials, the project has to go through various preliminary stages. The Board of Directors therefore now deem fit that the unutilzed funds of the Rights Issue would be better utilized for funding the other operational demands of this technology-intensive field, in addition to utilising the funds for Clinical Trials. Consequently, it is now intended to further alter the utilization of unutilized funds out of the proceeds of the Rights Issue to any research and development activities/expenses, including incidental, ancillary and/or support activities/ expenses incurred by the Company, directly or indirectly. The alteration of the objects of the Letter of Offer issued pursuant to the Rights Issue requires the approval of the members of the Company by way of Special Resolution, which is proposed at the ensuing Annual General Meeting for approval of members.

DIRECTORS

Prof. Dr. Goverdhan Mehta and Prof. Dr. Andrea Vasella, Directors of the Company, retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed.

HUMAN RESOURCES

SPARC, which is committed to do quality research work, has a dedicated team of about 248 employees, of which 206 are highly qualified and experienced scientists comparable to those existing internationally. We understand and value that all employees are career conscious. The growth of employees is intrinsically linked with the growth of any organization and vice versa. No organization can develop without taking its employees on the growth path and therefore, employees'' career development is a part of human resources mission. We provide performance driven reward, comprehensive development and learning opportunities, challenging work content and quality of work life.

Your Directors recognize the team''s valuable contribution and place on record their appreciation for Team SPARC.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at Mumbai office or Registered office address of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed thereunder.

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were 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 on the loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

AUDITORS

Your Company''s auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners- your Company''s bankers, medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Place : Vadodara Dilip S. Shanghvi

Date : 14th May, 2013 Chairman & Managing Director

The Directors take pleasure in presenting the Seventh Annual Report and Audited Accounts for the year ended 31st March, 2012.

(Rs IN THOUSAND)

Particulars Year ended 31st March, 2012 Year ended 31st March, 2011

Total Revenue 3,01,222 5,95,872

Loss before Depreciation and Tax 6,90,698 55,217

Depreciation 31,623 29,859

Loss before Tax 7,22,321 85,076

Prior Year Fringe Benefit Tax Provision written back - (69)

Loss after Tax 7,22,321 85,007

Balance brought forward from Previous Year 4,90,647 4,05,640

Balance carried to Next Year 12,12,968 4,90,647

DIVIDEND

In view of loss incurred during the year under review, your Directors do not recommend any dividend for the year.

RIGHTS ISSUE

The Members of the Company at the Sixth Annual General Meeting had passed the special resolution to offer, issue and allot equity shares not exceeding Rs 200 crores by way of the Rights Issue or by way of a qualified institutions placement or offer or otherwise. The Fund Mobilising Committee of the Company had approved offering equity shares of the Company on Rights basis for amount not exceeding Rs 200 crores. The Company had fled the Draft Letter of Offer with Securities and Exchange Board of India (SEBI) on January 31, 2012, and with the Stock Exchanges where it is listed.

Subsequently, the Company received the in-principle approval approval from The National Stock Exchange of India Ltd., and BSE Limited in respect of the Rights Issue of the Company.

The Company has further received the observation letter from SEBI. The Company has made necessary applications to the Foreign Investment Promotion Board (FIPB) and to the Reserve Bank of India (RBI) for issue of partly paid shares to the non resident shareholders and to allow renunciation of partly paid shares. The Company is awaiting the approval from FIPB and RBI, upon receipt of which the Company shall finalise and file the Letter of Offer with SEBI. Thereafter the Funds Mobilising Committee of the Company would finalise the Rights Issue price, ratio of the Rights Issue shares and the record date and file the final Letter of Offer with Stock Exchanges and open the Rights Issue.

DIRECTORS

Mr. Dilip S. Shanghvi and Mr. Sudhir V. Valia, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The terms of appointment of Dr. T. Rajamannar as Whole-time Director will expire on 3rd June, 2013, Your Directors recommend the re-appointment of Dr. T. Rajamannar as Whole-time Director for a further period of 3 years.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed.

HUMAN RESOURCES

Sun Pharma Advanced Research Company Ltd., (SPARC), which is committed to do quality research work, has a dedicated team of around 250 employees. This team consists of 214 scientists who are highly knowledgeable and veterans in their field of work. We understand and value the contribution of our employees and take great pride in the commitment, competence and vigor shown by them which has helped SPARC to outshine its competitors. We strive to give our employees an environment which is conducive for their professional and personal growth and empowers them to inculcate discretionary behavior in the day-to-day functioning which leads to collective organizational success.

Your Directors truly appreciate the efforts and contribution by Team SPARC for maintaining and further accelerating the growth pace.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at Mumbai office or Registered office address of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed thereunder.

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

The additional information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were 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 on the loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

AUDITORS

Your Company's auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners- your Company's bankers, the medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.



For and on behalf of the Board of Directors

Place : Mumbai Dilip S. Shanghvi

Date : 2nd May, 2012 Chairman & Managing Director

The Directors take pleasure in presenting the Sixth Annual Report and Audited Accounts for the year ended 31st March, 2011

Rs in thousands

Particulars Year ended 31st March, 2011 Year ended 31st March, 2010

Total Income 595,872 346,309

profit/(Loss) before Depreciation & Tax (55138) (189,447)

Depreciation 29,859 25,991

profit/(Loss) before Tax (84,997) (215,438)

Provision for Tax (includes Deferred tax, Wealth tax & Fringe Benefit Tax) 10 96

profit/(Loss) after Tax (85,007) (215,534)

Balance brought forward from Previous Year (405,640) (190,106)

Balance carried to Balance Sheet (490,647) (405,640)

DIVIDEND

In view of loss incurred during the year under review, your Directors do not recommend any dividend for the year under review.

FINANCE

NCE and NDDS projects are typically long gestation period projects, with revenue/ royalty streams closer to market. Your Companys NCE and NDDS projects which are at various stages of development, and the signifi cant growth plans of your Company are likely to require signifi cant investment. Your Company is therefore evaluating various options to raise additional funds for which approval of the shareholders is being sought at the ensuing Annual General Meeting of the Company.

DIRECTORS

Dr. T. Rajamannar and Mr. S. M. Dadha, Directors of the Company, retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

Mr. Dilip Shanghvi had been appointed as the Chairman & Managing Director of the Company for a period of fi ve years from 1st March, 2007 upto February 29, 2012. He has been re-appointed by the Board of Directors as the Chairman & Managing Director of the Company with effect from 1st March, 2012 without any remuneration, for a further period of fi ve years, and the approval of members is sought for his re-appointment, at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certifi cate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed.

HUMAN RESOURCES

SPARC is committed to do quality research work, and has a dedicated team of about 237 employees, of which 210 are highly qualifi ed and experienced scientists comparable to those existing internationally. We understand and value that all employees are career conscious and growth of employees is intrinsically linked with the growth of the organization and vice versa. Therefore, employees career development is a part of human resources mission. We practice a culture of performance and excellence, reward talent, and provide comprehensive development and learning opportunities, on job training, challenging work content and respect human dignity.

Your Directors recognize the teams valuable contribution and place on record their appreciation for Team SPARC.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered offi ce of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at Mumbai offi ce or Registered offi ce address of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed thereunder.

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confi rmed:

(i) that in the preparation of the annual accounts for the fi nancial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were 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 fi nancial year and on the loss of the Company for the year under review;

(iii) that the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

(iv) that the Directors have prepared the annual accounts for the fi nancial year ended 31st March, 2011 on a ‘going concern basis.

AUDITORS

Your Companys auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and business partners-your Companys bankers, medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Place : Mumbai Dilip S. Shanghvi

Date : 7th May, 2011 Chairman & Managing Director

The Directors take pleasure in presenting the Fifth Annual Report and Audited Accounts for the year ended 31st March, 2010.

Financial Result (Rs. in Thousands)

Year ended Year ended 31st March, 2010 31st March, 2009

Total Income 347,404 352,705

Profit/(Loss) before Depreciation & Tax (189,447) (106,549)

Depreciation 25,991 18,364

Profit/(Loss) before Tax (215,438) (124,913)

Provision for Tax (includes Deferred Tax, Wealth Tax & Fringe Benefit Tax) 96 (33,508)

Profit/(Loss) after Tax (215,534) (91,405)

Balance brought forward from Previous Year (190,106) (98,701)

Balance carried to Balance Sheet (405,640) (190,106)

Dividend

In view of loss incurred during the year under review, your Directors do not recommend any dividend for the year under review.

Directors

Prof. Dr. Goverdhan Mehta and Prof. Dr. Andrea Vasella, Directors of the Company, retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

Management discussion and analysis

The management discussion and analysis on the operations of the Company is provided in a separate section and forms a part of this report.

Corporate governance report

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are enclosed.

Human resources

SPARC, which is committed to do quality research work, has a dedicated team of about 220 employees, of which 208 are highly qualified and experienced scientists comparable to those existing internationally. We understand and value that all employees are career conscious. The growth of employees is intrinsically linked with the growth of any organization and vice versa. No organization can develop without taking its employees on the growth path and therefore, employees career development is a part of human resources mission.

We provide performance driven reward, comprehensive development and learning opportunities, challenging work content and quality of work life.

Your Directors recognize the teams valuable contribution and place on record their appreciation for Team SPARC.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company.

However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information.

Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at Mumbai office or Registered office address of the Company.

Public deposits

The Company has not accepted any deposit from the Public during the year under review, under the provisions of the Companies Act, 1956 and the rules framed thereunder.

Information on conservation of energy, technology absorption, foreign exchange earning and outgo

The additional information relating to energy conservation, technology absorption, foreign exchange earning and outgo, pursuant to Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure and forms part of this Report.

Directors responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii that the Directors have selected appropriate accounting policies and applied them consistently and made judgements and estimates that were 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 on the loss of the Company for the year under review;

iii that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and,

iv that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors

Your Companys auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. Your Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 224(1-B) of the Companies Act, 1956.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners-your Companys bankers, medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors

Mumbai Dilip S. Shanghvi

22nd May, 2010 Chairman & Managing Director