About Suven Life Sciences Ltd

Suven Life Sciences Limited, erstwhile Suven Pharmaceuticals (SPL), is in the business of Contract Research And Manufacturing Services (CRAMS, catering to the needs of global life science industry and fine chemical majors. Suven's CRAMS provide innovative process research and development, supplies to clinical trials, rapid response pilot scale manufacture, dedicated commercial manufacturing on an exclusive basis. The company services include Custom Synthesis, Process R&D, Scale Up and Contract Manufacturing of intermediates, APIs and formulations. Suven Life Sciences has graduated from contract research to Collaborative Research transitioning from project-based transactions into relationship-based business. The Company has two international wholly owned subsidiary companies and one Indian wholly owned subsidiary company as on 31st March 2019. Suven Life Sciences Limited began operations in 1989 as specialty chemicals provider. Incorporated in Mar.'89 as a private limited company, Suven Pharmaceuticals (SPL) was converted into a public limited company in Jan.'95. It was promoted by Sudharani Jasti and Venkateswarlu Jasti, who is the present Chairman & CEO of the company. In March 1995, SPL came out with a public issue of 9.8 lac equity shares at a premium of Rs 40 aggregating Rs 4.9 cr to part-finance the company's project for the manufacture of bulk drugs and drug intermediates and meet long-term working capital requirements totalling to Rs 6.43 cr. During 1999-2000, the company has acquired a small pilot plant in Jeedimetla Industrial Estate, Hyderabad. During 2000-01, the company has registered a most remarkable record. The total sales of the company during 2000-01 have registered a growth of 71% over the previous year. The Profit After Tax (PAT) has also registered a growth of 325% over the previous year. The company has successfully achieved the re-certification of ISO 9002 during the year 2000-01. During the financial year ended 31 March 2014, Suven's Drug discovery portfolio has expanded into several new therapeutic areas such as Major Depressive Disorder (MDD), Obesity and Pain through Neuronal Nicotinic Receptor modulators. In addition, D-4010 and G3031 are undergoing regulatory toxicological studies in preparation for them being moving into Phase 1 clinical trial during 2014-15. During the year 2014, Suven has made significant inroads into drug discovery with a specialization on CNS-based programmes targeting unmet medical needs. The Company enjoys a unique position in the India (and Asia) as one of the prominent company with technologies under central nervous system (CNS). It has funded drug discovery for nine years resulting in a robust pipeline of 14 molecules at various stages of development. Suven's discovery assets address niche therapeutic areas like cognition, depression, obesity and pain management. In FY14, the Company filed one ANDA with the USFDA authorities for Malathion lotion, a head-lice product with sales potential estimated at US$35 million. In 2013-14, it granted the exclusive license to Taro Pharmaceuticals to market the product in the US, Canada and Mexico, which is expected to generate revenues and royalty in 2014-15. During FY2015, Suven's lead clinical candidate SUVN-502 has successfully completed Phase 1b clinical trial thus paving the way for the co-pound to move into Proof of Concept (PoC) Phase 2a study. In addition to above compounds, SUVN D-4010 is in its final stages of completing regulatory toxicological studies which will enable it to move into Phase 1 clinical trial in USA. During the FY2015, the Company has issued and allotted 104,53,690 equity shares of Re 1/- each at a premium of Rs 190.32 per share by way of QIP Issue in accordance with the SEBI ICDR guidelines. During FY15, the Company's main focus stayed on discovering, developing and commercializing novel pharmaceutical products, which are first in class or best in class CNS therapies through the use of GPCR targets. During FY15, the Company added two new clients to its CRAMS business. It commenced operations at its Vishakhapatnam unit and shifted the manufacturing intermediates for a specialty chemical product to this unit. The shift not only optimized capacities at its CRAMS facilities but also made the CRAMS operations more efficient. During FY2017, the company has spent Rs. 6973 lakhs on innovative R&D in CNS therapies accounting for 13% on sales. Its focus remained on discovering, developing and commercializing novel pharmaceutical products, which are first in class CNS therapies through use of GPCR targets. During FY 2017, the Company has invested a sum of Rs 6501 lakhs in Suven Neurosciences Inc., a wholly owned subsidiary, for its business purpose. In FY2018, the company has spent Rs 6,390 lakhs on innovative R&D in CNS therapies accounting for 10% on sales. During the year 2019, subject to approval of NCLT and other stakeholders the Company's Board considered and decided that the Company shall demerge CRAMS undertaking on a going concern basis to its wholly owned subsidiary, Suven Pharmaceuticals Limited (SPL) through a Scheme of Arrangement between SLSL and SPL keeping in view the expected growth prospects in both CRAMS and discovery business, which shall not only enable both the businesses to grow independently with their focused vision, strategies and operations, but also contribute significantly towards unlocking the potential value of the businesses for the shareholders. The consideration for demerger shall be issue of 1 fully paid up equity share of face value of Re 1/- each of SPL for every 1 fully paid up equity share of face value of Re 1/- each held by each shareholder in the Demerged Company (SLSL) as on the Record Date, thereby resulting in a mirror shareholding of SLSL in SPL. The Company invested a sum of Rs.13,636 lakhs in Suven Neurosciences, Inc., for its business purpose. The Company acquired entire share capital of Rs.1 lakh in Suven Pharmaceuticals Limited identified as Resulting Company for the purpose of Scheme of Arrangement (Demerger) and as of 31st March, 2019 no investments were made in newly formed Suven Pharma, Inc. in USA. During the FY 2018-2019, Suven Pharmaceuticals Limited in India and Suven Pharma, Inc., in USA have become subsidiary companies.

Suven Life Sciences Ltd Chairman Speech

DEAR SHAREHOLDERS,

It is a pleasure to address you through this piece where I can share my thoughts. FY23 has been a defining year for the Company.

On the molecule development front, two molecules progressed well and one has moved closer to the result on proof of Concept.

lead molecule in our ^UR clinical pipeline, Samalisant,

Othe Phase 2a study achieved the critical milestone of completion in June 2023. We should get the result of the study sometime by the Sept/ Oct 2023 which will decide the way forward.

Another lead molecule, Masupiridine, we have initiated Phase 3 study. We will enroll 375 patients from across 50 sites in multiple countries. Barring unforeseen circumstances, the process should be complete by 2025.

From a funding standpoint, we successfully completed the D400 crore rights issue. These funds will be critical for sustaining our molecule development passion for the next 32 months.

The past five years have been very challenging given the impact of COVID-19 pandemic on our overall functioning. Nevertheless, while much has been achieved in the last five years, further much was learnt in that time frame.

Two large clinical trials of Masupirdine and Samelisant in the last five years have taught us a great deal in term of clinical study execution, regulatory agency interactions, working with the CROs etc. The lessons learned from these two clinical trials will be used in ongoing and future clinical trials. We realize that working on short, quick and scientifically robust clinical trials with the concurrence from the regulatory agency early-on would improve the efficiency and reduce time and cost. This will help us to progress the clinical assets to next level leading to optimization of resources for pipeline progress. We have also realized the importance of agility, flexibility, speed and adaptability in our operations. Going forward, we shall focus on institutionalising these facets in our way of functioning.

On the research projects, we shall focus our efforts on targets with novel and differentiated mechanism of action targeting indications with high unmet needs, limited or no treatment options and attractive commercial opportunities.

We are adopting a ‘Science-driven Business' philosophy deploying innovative scientific and regulatory approaches to revolutionize clinical development and deliver Differentiated Clinical Candidates (DCCs) with Novel Mechanism of Action (MOA). We believe our passion to succeed, firm commitment to quality of science, operational excellence, cutting-edge innovative solutions, unique perspectives and accelerated open-label clinical proof of concept studies will bend the cost and time curve of drug development and optimize the value.

In a nutshell, our strategy for the next 5 years is to achieve our goal of efficiently developing and partnering novel and differentiated therapies for the management of CNS disorders. Given our unwavering focus and unrelenting spirit, we are confident of crossing the finishing line.

IN CONCLUSION, I EXPRESS MY SINCEREST GRATITUDE TO EVERY STAKEHOLDER FOR THEIR CONTRIBUTION IN OUR JOURNEY SO FAR. WITHOUT THEM, WE WOULD NOT HAVE REACHED WHERE WE ARE TODAY AND WOULD NOT BE ABLE TO CONTINUE DELIVERING IMPACT.

WARM REGARDS!

VENKATESWARLU JASTI CHAIRMAN & CEO

Suven Life Sciences Ltd Company History

Suven Life Sciences Limited, erstwhile Suven Pharmaceuticals (SPL), is in the business of Contract Research And Manufacturing Services (CRAMS, catering to the needs of global life science industry and fine chemical majors. Suven's CRAMS provide innovative process research and development, supplies to clinical trials, rapid response pilot scale manufacture, dedicated commercial manufacturing on an exclusive basis. The company services include Custom Synthesis, Process R&D, Scale Up and Contract Manufacturing of intermediates, APIs and formulations. Suven Life Sciences has graduated from contract research to Collaborative Research transitioning from project-based transactions into relationship-based business. The Company has two international wholly owned subsidiary companies and one Indian wholly owned subsidiary company as on 31st March 2019. Suven Life Sciences Limited began operations in 1989 as specialty chemicals provider. Incorporated in Mar.'89 as a private limited company, Suven Pharmaceuticals (SPL) was converted into a public limited company in Jan.'95. It was promoted by Sudharani Jasti and Venkateswarlu Jasti, who is the present Chairman & CEO of the company. In March 1995, SPL came out with a public issue of 9.8 lac equity shares at a premium of Rs 40 aggregating Rs 4.9 cr to part-finance the company's project for the manufacture of bulk drugs and drug intermediates and meet long-term working capital requirements totalling to Rs 6.43 cr. During 1999-2000, the company has acquired a small pilot plant in Jeedimetla Industrial Estate, Hyderabad. During 2000-01, the company has registered a most remarkable record. The total sales of the company during 2000-01 have registered a growth of 71% over the previous year. The Profit After Tax (PAT) has also registered a growth of 325% over the previous year. The company has successfully achieved the re-certification of ISO 9002 during the year 2000-01. During the financial year ended 31 March 2014, Suven's Drug discovery portfolio has expanded into several new therapeutic areas such as Major Depressive Disorder (MDD), Obesity and Pain through Neuronal Nicotinic Receptor modulators. In addition, D-4010 and G3031 are undergoing regulatory toxicological studies in preparation for them being moving into Phase 1 clinical trial during 2014-15. During the year 2014, Suven has made significant inroads into drug discovery with a specialization on CNS-based programmes targeting unmet medical needs. The Company enjoys a unique position in the India (and Asia) as one of the prominent company with technologies under central nervous system (CNS). It has funded drug discovery for nine years resulting in a robust pipeline of 14 molecules at various stages of development. Suven's discovery assets address niche therapeutic areas like cognition, depression, obesity and pain management. In FY14, the Company filed one ANDA with the USFDA authorities for Malathion lotion, a head-lice product with sales potential estimated at US$35 million. In 2013-14, it granted the exclusive license to Taro Pharmaceuticals to market the product in the US, Canada and Mexico, which is expected to generate revenues and royalty in 2014-15. During FY2015, Suven's lead clinical candidate SUVN-502 has successfully completed Phase 1b clinical trial thus paving the way for the co-pound to move into Proof of Concept (PoC) Phase 2a study. In addition to above compounds, SUVN D-4010 is in its final stages of completing regulatory toxicological studies which will enable it to move into Phase 1 clinical trial in USA. During the FY2015, the Company has issued and allotted 104,53,690 equity shares of Re 1/- each at a premium of Rs 190.32 per share by way of QIP Issue in accordance with the SEBI ICDR guidelines. During FY15, the Company's main focus stayed on discovering, developing and commercializing novel pharmaceutical products, which are first in class or best in class CNS therapies through the use of GPCR targets. During FY15, the Company added two new clients to its CRAMS business. It commenced operations at its Vishakhapatnam unit and shifted the manufacturing intermediates for a specialty chemical product to this unit. The shift not only optimized capacities at its CRAMS facilities but also made the CRAMS operations more efficient. During FY2017, the company has spent Rs. 6973 lakhs on innovative R&D in CNS therapies accounting for 13% on sales. Its focus remained on discovering, developing and commercializing novel pharmaceutical products, which are first in class CNS therapies through use of GPCR targets. During FY 2017, the Company has invested a sum of Rs 6501 lakhs in Suven Neurosciences Inc., a wholly owned subsidiary, for its business purpose. In FY2018, the company has spent Rs 6,390 lakhs on innovative R&D in CNS therapies accounting for 10% on sales. During the year 2019, subject to approval of NCLT and other stakeholders the Company's Board considered and decided that the Company shall demerge CRAMS undertaking on a going concern basis to its wholly owned subsidiary, Suven Pharmaceuticals Limited (SPL) through a Scheme of Arrangement between SLSL and SPL keeping in view the expected growth prospects in both CRAMS and discovery business, which shall not only enable both the businesses to grow independently with their focused vision, strategies and operations, but also contribute significantly towards unlocking the potential value of the businesses for the shareholders. The consideration for demerger shall be issue of 1 fully paid up equity share of face value of Re 1/- each of SPL for every 1 fully paid up equity share of face value of Re 1/- each held by each shareholder in the Demerged Company (SLSL) as on the Record Date, thereby resulting in a mirror shareholding of SLSL in SPL. The Company invested a sum of Rs.13,636 lakhs in Suven Neurosciences, Inc., for its business purpose. The Company acquired entire share capital of Rs.1 lakh in Suven Pharmaceuticals Limited identified as Resulting Company for the purpose of Scheme of Arrangement (Demerger) and as of 31st March, 2019 no investments were made in newly formed Suven Pharma, Inc. in USA. During the FY 2018-2019, Suven Pharmaceuticals Limited in India and Suven Pharma, Inc., in USA have become subsidiary companies.

Suven Life Sciences Ltd Directors Reports

To the Members of

Suven Life Sciences Limited

Your Company's Board of Directors has pleasure in presenting this 34^th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31^st March, 2023.

(H in lakhs)

During the year under review, Company continued to advance its innovation on discovering and developing novel pharmaceutical products, for central nervous system ("CNS") disorders using G Protein-Coupled Receptor targets. Company's focus has been on discovery and development of innovative molecules targeting diseases and areas, which has undiscovered medical treatment opportunities.

Company singularly focuses on development of "New Chemical Entities" ("NCEs") molecules for CNS diseases such as Alzheimer's, various forms of Dementia, Narcolepsy, Major Depressive Disorder ("MDD"), Attention Deficient Hyperactivity Disorder ("ADHD"), Huntington's disease, Parkinson, Bipolar disorder and different forms of neuropsychiatry disorders, gastro and pain. In Company's clinical development pipeline Phase 3 Clinical Trial of SUVN-502 (Masupirdine) 5-HT6 antagonist for treatment of Agitation and aggression in Alzheimer's type dementias is ongoing. Also Phase 2 Clinical Trial of SUVN-G3031 (Samelisant), a H3 inverse agonist for treatment of Narcolepsy (excessive day time sleep disorder) has crossed 93% patient enrolment.

During the year under review, your company has spentRs2050 Lakhs on Research & Development of drug discovery molecules and will continue to spend in the years to come. Your Company reported a loss ofRs2013 Lakhs for the financial year 2022-23. The Earnings per Share (EPS) of your Company isRs(1.13) per share in fiscal 2022-23 from the previous year EPS ofRs(2.69) per share in fiscal 2021-22. Your Company's standalone revenue from operations for the Financial Year 2022-23 isRs1354 Lakhs. The consolidated revenue from operations for the Financial Year 2022-23 remained the same as that of standalone revenue. The consolidated loss incurredRs11,827 Lakhs are mainly due to clinical development expenditure incurred by Suven Neurosciences, Inc., on various molecules in the clinical development programs.

The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

During the year, your company has spentRs11,535 lakhs on innovative R&D in CNS therapies. Suven has 4 clinical stage compounds, a phase 3 initiated Masupirdine (SUVN-502) on Agitation in Alzheimer's type patients, a Phase 2 ongoing Samelisant (SUVN-G3031) on Narcolepsy (excessive day time sleep disorder), Phase 2 ready Usmapride (SUVN-D4010) and Ropanicant (SUVN-911).

In addition to these clinical compounds the Company has eleven (11) internally-discovered therapeutic drug candidates currently in various stages of pre-clinical development targeting conditions such as ADHD, agitation, dementia, bipolar disorders, psychosis, treatment resistant depression, Gastrointestinal disorders and pain and inflammation.

The Company also regularly secures various product patents across the world as part of Research & Development of the Company to secure its discovery related innovation. The details on patent updates could be accessed at Company's website http://www.suven. com/Patentupdates.aspx.

In view of the losses, the Board of Directors has not recommended any dividend for the year under review.

The Company has not transferred any amount to the general reserve during the current financial year.

The paid up Equity Share Capital of the Company as on March 31, 2023 wasRs2180.73 lakhs.

During the year under review, the Company has raisedRs399.80 Crores by way of Rights Issue from the eligible equity shareholders of the company in accordance with the applicable provisions of the Companies Act, 2013 and other laws. The company allotted 7,26,91,239 rights equity Shares @Rs55/- per share (including a premium ofRs54/- per equity share) on 16^th November, 2022. Consequently, the paid up equity share capital of the Company stands increased toRs2180.73 lakhs fromRs1453.82 Lakhs.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options or sweat equity shares.

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return as at March 31, 2023 can be accessed at Company's website http://www.suven.com/annualreports.aspx.

During the year under review, Five Board Meetings were convened and held and Six Audit Committee Meetings were convened and held. The details of Board meetings and Audit Committee meetings are presented in the Corporate Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors. Shri Santanu Mukherjee is the Chairperson of the Audit Committee and Shri M. Gopalakrishna, Smt. J.A.S. Padmaja are members of the Audit Committee. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013 and the SEBI guidelines thereof.

Your Directors state that:

(a) The applicable accounting standards have been followed in the preparation of the Annual Accounts.

(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a going concern basis.

(e) Proper internal financial controls were in place to be followed by the Company and that the financial controls were adequate and were operating effectively.

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

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration, specifying criteria for evaluation of performance and process. The Remuneration Policy is stated in the Corporate Governance Report and also available at Company website http://www.suven.com/ policiesdocuments.aspx.

The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy is stated in the Annual Report and has been uploaded on the Company's website and can be accessed at http://www.suven.com/ policiesdocuments.aspx.

Details of investments made are furnished in the Standalone Financial Statement which can be referred at Note No. 6(a) of the Standalone Financial Statement.

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

Your Company has one international wholly owned subsidiary company i.e. Suven Neurosciences Inc., as on 31^st March, 2023. The consolidated financial statements of the Company prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary in Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the separate audited financial statements in respect of the subsidiary company shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same or it can be also accessed on the website of your Company at http://www.suven.com/subsidiaryaccounts.aspx.

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure – A".

The Board has approved a policy for related party transactions which has been uploaded on the Company's website. http://www.suven.com/ policiesdocuments.aspx.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company and date of this Report i.e. 09^th May, 2023. There has been no change in the nature of business of the Company.

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure – B".

Business risks are inevitable for any business enterprise. Suven is an IP creating and protecting company, strictly adheres to and harmonize with the global patent regime. The Company through its Risk Management policy identifies the various risks and challenges, internally as well as externally and takes appropriate measures with timely actions to mitigate risk. Risk management committee oversee and advise on current risk exposures of the company and future risk strategies and also recommend the Board about risk assessment and minimization procedures. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors periodically. Risk Management committee also reviewed the Enterprise Risk Management Framework of the Company which is developed based on the

Risk Management policy of the Company. The audit committee has additional oversight in the area of financial risks and controls. To ensure the mitigation of risk the Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri M. Gopalakrishna as Chairperson, Prof. Seyed E. Hasnain, Shri Venkateswarlu Jasti, Smt. Sudharani Jasti and Smt. J.A.S. Padmaja as members.

Since demerger the Company continues to incur losses and not made any profits during three immediately preceding financial years. Therefore there is no spending obligation of the Company under CSR. Accordingly the Statement on CSR activities is not applicable. However, the CSR Committee reviewed the other compliance requirements viz. formulating & monitoring the CSR policy, etc. in accordance with the provisions of the law. CSR policy of the Company can be accessed on the Company's website at the link: http://www.suven.com/corporatesocialresponsibility.aspx

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

Mr. Santanu Mukherjee (DIN: 07716452) was appointed as an independent director for the first term of five years effective from 15^th May, 2018. His office of directorship is due for retirement on 14^th May, 2023. Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of his first term of five years and considering the knowledge, acumen, expertise, experience and the substantial contribution he brings to the Board, the committee has recommended the re-appointment of Mr. Santanu Mukherjee to the Board for a second term of five years. The Board, at its meeting held on 09^th May, 2023, approved the reappointment of Mr. Santanu Mukherjee as an independent director of the Company with effect from 14^th May, 2023 to 13^th May, 2028, whose office shall not be liable to retire by rotation.

Mrs. J.A.S. Padmaja (DIN: 07484630) was appointed as an independent director for the first term of five years effective 14^th November, 2018. Her office of directorship is due for retirement on 13^th November, 2023. Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of his first term of five years and considering the knowledge, acumen, expertise, experience and the substantial contribution she brings to the Board, the committee has recommended the re-appointment of Mrs. J.A.S. Padmaja to the Board for a second term of five years. The Board, at its meeting held on 09^th May, 2023, approved the reappointment of Mrs. J.A.S. Padmaja as an independent director of the Company with effect from 13^th November, 2023 to 12^th November, 2028, whose office shall not be liable to retire by rotation.

The Board recommends the reappointments to the shareholders. The notice convening the 34^th AGM, to be held on 05^th August, 2023, sets out the details.

All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the SEBI LODR Regulations.

In accordance with the provisions of the Companies Act, 2013, Prof. Seyed Ehtesham Hasnain, Director (DIN: 02205199) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The brief profile(s) of the director(s) seeking appointment/re-appointment at the ensuing Annual General Meeting are presented in the Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Independent Directors separately carried out evaluation of Chairperson, Non Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The overall performance evaluation of the Individual Director was reviewed by the Chairperson of the Board and feedback was given to Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

During FY 2022-23, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.

The Company has a comprehensive system of Internal Controls for effective conduct of business and ensure reliability of financial reporting. Your Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with management's general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews reports submitted by the independent internal auditors and monitors the functioning of the system.

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company http://www.suven. com/policiesdocuments.aspx.

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure – C".

A detailed Report on Corporate Governance prepared in substantial compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Certificate issued by practicing Company Secretary regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of this Annual Report.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its Annual General Meeting (AGM) held on 04^th August 2022 has appointed M/s. KARVY & Co, Chartered Accountants (Firm Registration No. 001757S), as statutory auditors of the Company for a period of five years i.e. from the conclusion of the 33^rd Annual General Meeting till the conclusion of the 38^th Annual General Meeting to be held in the year 2027. The Companies (Amendment) Act, 2017 dispensed the ratification of auditor's appointment at every Annual General Meeting.

Auditors' Report: The Auditors' Report for the year under review does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP, Company Secretaries in Practice, Hyderabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report forms part of this report as "Annexure – D". The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

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

The Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.

The Business Responsibility and Sustainability Report as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective, forms part of this report as "Annexure-E".

The Company may grant share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

On September 17, 2020, pursuant to approval by the shareholders in the AGM, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company and its subsidiaries under the SLSL ESOP 2020 scheme. In terms of the scheme the total number of options to be granted are 10,00,000 of face value of H1/- each.

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

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

The SLSL ESOP 2020 in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time and there has been no material change to the plans during the fiscal. The details of the SLSL ESOP 2020 including terms of reference and the requirement specified under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, are available on the Company's website, at www.suven.com.

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

During the FY 2022-23, the Company has transferred H4,31,761/- to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the company has transferred 33,942 equity shares held by 101 Shareholders whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2014-15 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There are no Companies have become or ceased to be your Company's subsidiaries, joint ventures or associate Companies during the year. The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

ii. a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

iii. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

iv. the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

v. There are no significant material orders passed by the Regulators/ Courts, which would impact the going concern status of the Company and its future operations.

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for their contribution to your Company's activities. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.

Your Directors also thank the Central Government and State Government, the Financial Institutions and Banks for their support during the year and we look forward to its continuance.

Place: Hyderabad Chairman & CEO Date: 09^th May, 2023 DIN: 00278028