|
The Members,
Sai Life Sciences Limited
The Board of Directors ("Board") are pleased to present the
26th Annual Report on the business and operations of the Sai Life Sciences
Limited ("Company"/"Sai Life Sciences") along with the Audited
Standalone and Consolidated Financial Statements of the Company for the financial year
ended on March 31, 2025 ("FY 2024-25"). This being the first report after the
Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and
NSE hereinafter collectively referred as "Stock Exchanges"), the Board extends a
warm welcome to all our public shareholders and looks forward to your continued trust and
support in the future.
FINANCIAL RESULTS
(' in million)
| Particulars |
Standalone |
Consolidated |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Revenue from Operations |
16,420.48 |
14,186.82 |
16,945.70 |
14,651.78 |
| Other Income |
373.35 |
293.32 |
367.79 |
290.91 |
| Profit / Loss before Depreciation, Finance Costs, Exceptional
Items and Tax Expense |
4,277.81 |
3,159.42 |
4,424.40 |
3,145.80 |
| Less: Depreciation |
(1,260.33) |
(1,072.13) |
(1,385.73) |
(1,194.36) |
| Profit / Loss before Finance Costs, Exceptional Items and Tax
Expense |
3,017.48 |
2,087.29 |
3,038.67 |
1,951.44 |
| Less: Finance Cost |
(700.32) |
(797.24) |
(761.64) |
(859.10) |
| Profit / Loss before Exceptional Items and Tax Expense |
2,317.16 |
1,290.05 |
2,277.03 |
1,092.34 |
| Add / Less: Exceptional Items |
- |
- |
- |
- |
| Profit / Loss before Tax Expense |
2,317.16 |
1,290.05 |
2,277.03 |
1,092.34 |
| Less: Tax Expense (Current & Deferred) |
(582.54) |
(337.74) |
(575.71) |
(264.25) |
| Profit / Loss for the year (1) |
1,734.62 |
952.31 |
1,701.32 |
828.09 |
| Total Comprehensive Income / Loss (2) |
9.15 |
0.15 |
11.89 |
10.22 |
| Total (1+2) |
1,743.77 |
952.46 |
1,713.21 |
838.31 |
The operational performance of your Company has been comprehensively
discussed in the Management Discussion and Analysis Section, which forms part of this
Annual Report.
The standalone, as well as the consolidated financial statements, have
been prepared in accordance with the provisions of the Companies Act, 2013 ("the
Act"), Indian Accounting Standards ("Ind AS") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations").
Financial highlights of the Company for FY 2024-25 is as under:
During the current financial year on Consolidated basis, your Company
has registered a total income of '17,313.49 million, a growth of 15.87% as compared to the
previous year. The profit after tax was '1,701.32 million as against the profit of '
828.09 million as reported in the previous year. On Standalone basis, your Company has
registered a total income of ' 16,793.83 million, a growth of 15.98% as compared to the
previous year. The profit after tax was '1,734.62 million as against the profit of '
952.31 million as reported in the previous year.
DIVIDEND
The Board has not recommended any dividend for the financial year under
review.
TRANSFER TO GENERAL RESERVES
The Company retained the entire surplus in the Profit and Loss Account
and hence no transfer to General Reserve was made during the year.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company.
SHARE CAPITAL
a) Status of Shares
As the Members are aware, the equity shares of the Company were listed
on the Stock Exchanges on December 18, 2024 and the Company's shares are compulsorily
tradable in electronic form. As on March 31, 2025 and as on the date of this report,
entire (i.e. 100%) paid-up capital are in dematerialized form.
b) Authorized Share Capital
The authorized share capital of the company has been increased from
'21,40,00,000, divided into: o 20,30,00,000 Equity Shares of '1 each, aggregating
'20,30,00,000 (Rupees Twenty Crore Thirty Lakh Only), o 6,00,000
Optionally Convertible Preference Shares
(OCPS) of '10 each, aggregating '60,00,000 (Rupees Sixty Lakh Only),
o 5,00,000 Compulsory Convertible Preference Shares (CCPS) of '10 each,
aggregating '50,00,000 (Rupees Fifty Lakh Only),
to '25,00,00,000 (Rupees Twenty-Five Crore Only), divided into:
o 23,90,00,000 Equity Shares of '1 each, aggregating '23,90,00,000
(Rupees Twenty-Three Crore Ninety Lakh Only),
o 6,00,000 Optionally Convertible Preference Shares
(OCPS) of '10 each, aggregating '60,00,000 (Rupees Sixty Lakh Only),
o 5,00,000 Compulsory Convertible Preference Shares (CCPS) of '10 each,
aggregating '50,00,000 (Rupees Fifty Lakh Only).
? During the year under review, each equity shares of face value of '
10/- was subdivided into 10 equity shares of face value of ' 1/- with the approval of
shareholders in their EGM held on June 11, 2024.
c) Paid-up Capital
As on March 31, 2025, the paid-up capital of the company is '
20,84,14,389 dividend into 20,84,14,389 Equity Shares of ' 1/- Each.
ALLOTMENT DURING FY 2024-25
| Sr. No. |
Date of Allotment |
Type of Allotment |
No. of Shares Allotted |
| 1. |
21-05-2024 |
Conversion of ESOPs |
36,500 |
| 2. |
04-06-2024 |
Conversion of ESOPs |
42,500 |
| 3. |
04-07-2024 |
Preferential Allotment |
5,00,000 |
| 4. |
04-07-2024 |
Conversion of CCPS into Equity |
48, 00,000 |
| 5. |
04-07-2024 |
Conversion of OCPS into Equity |
12,00,000 |
| 6. |
05-09-2024 |
Conversion of ESOPs |
65,000 |
| 7. |
05-11-2024 |
Conversion of ESOPs |
1,37,000 |
| 8. |
05-11-2024 |
Conversion of CCPS into Equity |
48,00,000 |
| 9. |
07-11-2024 |
Conversion of ESOPs |
1,13,000 |
| 10. |
12-11-2024 |
Conversion of ESOPs |
40,000 |
| 11. |
17-11-2024 |
Conversion of ESOPs |
4,15,000 |
| 12. |
20-11-2024 |
Conversion of ESOPs |
11,95,000 |
| 13. |
Allotment unde |
r IPO dated December 18, 2024 |
1,73,04,189 |
| 14. |
13-02-2025 |
Conversion of ESOPs |
79,860 |
| Sr. Date of No. Allotment |
Type of Allotment |
No. of Shares Allotted |
| 15. 10-03-2025 |
Conversion of ESOPs |
30,000 |
| 16. 20-03-2025 |
Conversion of ESOPs |
3,03,000 |
| 17. 24-03-2025 |
Conversion of ESOPs |
12,000 |
LISTING OF EQUITY SHARES
The equity shares of the Company are listed on the following stock
exchanges with effect from December 18, 2024:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400001; and
(ii) National Stock Exchange of India Limited, Exchange Plaza, C-1,
Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051.
The Company has paid the annual listing fee for the financial year
under review.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any Joint Ventures or Associates.
Below are the details of the Subsidiary Companies:
| Name of Subsidiary |
% of holding by Parent Company |
Country of incorporation |
| Sai Life Sciences Inc |
100 |
USA |
| Sai Life Pharma Private Limited |
100 |
India |
| Sai Life Sciences GmbH |
100 |
Germany |
As per Section 129 of the Companies Act, 2013, the consolidated
financial statements of the Company and all its Subsidiaries and Associates prepared in
accordance with the applicable accounting standards and forms part of this Annual Report,
further a statement containing salient features of the financial statements of our
subsidiaries and associates in the prescribed Form in AOC-1 is annexed to this Board's
Report as Annexure - 1. Your Company does not have any material subsidiary as on
March 31, 2025.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial statements of the Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013
and other relevant provisions of the Companies Act, 2013.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited financial statements of the Company including consolidated financial
statements and related information of the Company and audited accounts of the
subsidiaries, are available on the website of the company and a copy of separate Audited
financial statements of its subsidiaries will be provided to shareholders upon their
request.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, your Company's Board had 5 Board Members
comprising one Managing Director, one Whole-time Director and three Independent Directors.
The details of Board and Committees composition, tenure of Directors, areas of expertise
and other details are available in the Corporate Governance Report, which forms part of
this Annual Report.
Change in the composition of the Board of Directors and Key Managerial
Personnel during FY 2024-25
| Date of Event |
Name of Directors and KMPs |
Details |
| 21-05-2024 |
Mr Ramesh Ganesh Iyer (DIN: 00220759) |
Appointed as an additional Director, in the category of
Independent Director |
| 06-06-2024 |
Ms Manjusha Ambadas Joshi (DIN: 08616508) |
Resigned from position of Independent Director |
| 06-06-2024 |
Mr Raju Penmasta (DIN: 00897301) |
Resigned from position of Director |
| 07-06-2024 |
Mr Puneet Bhatia (DIN: 00143973) |
Resigned from the position of Investor Director |
| 10-06-2024 |
Ms Suchita Sharma (DIN: 10656028) |
Appointed as an additional director in the category of
Independent Director |
| 11-06-2024 |
Ms Suchita Sharma (DIN: 10656028) |
Regularized as an Independent director of the Company |
| 14-06-2024 |
Mr Ramesh Ganesh Iyer (DIN: 00220759) |
Regularized as Independent Director of the Company |
| 10-07-2024 |
Ms Runa Karan |
Appointed as Compliance officer of the Company |
| 10-03-2025 |
Mr Mitesh Daga (DIN: 08189217) |
Resigned from position of Investor Director |
| 24-03-2025 |
Dr Dinesh V Patel (DIN: 11010657) |
Appointed as additional Director in the category of
Independent Director |
| 25-03-2025 |
Mr Rajagopal Sriram Tatta (DIN: 00988348) |
Cessation from the position of Independent Director upon
Completion of second and final term of appointment |
In accordance with the provisions of Section 152 of the Act, read with
rules made thereunder and Articles of Association of the Company,
Dr Ranga Raju Kanumuri (DIN: 00043186) being longest in the office from
the date of his last re-appointment shall retire by rotation at the forthcoming AGM and
being eligible, offers himself for re-appointment. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC") has
recommended his re-appointment.
As on the date of this report, the Company has the following Key
Managerial Personnel as per section 2(51) and 203 of the Companies Act 2013:
| Sr. Name No. |
Designation |
| 1. Mr Krishnamraju Kanumuri |
Managing Director & CEO |
| 2. Dr Ranga Raju Kanumuri |
Whole-Time Director |
| 3. Mr Sivaramakrishnan Chittor |
Wholetime Director and CFO |
| 4. Ms Runa Karan |
Company Secretary and Compliance Officer |
COMMITTEES OF BOARD AND NUMBER OF MEETINGS OF THE BOARD AND BOARD
COMMITTEES
During the year under review and pursuant to the SEBI Listing
Regulations, the Board had reconstituted certain existing committees and constituted
certain new Committees and amended / adopted the terms of reference of the said
Committees.
As on the date of this report, the Board has the following committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders' Relationship Committee
(iv) Risk Management Committee
(v) Corporate Social Responsibility Committee
The IPO Committee was constituted specifically for the purpose of IPO.
Pursuant to the listing of equity shares of the Company on the Stock Exchanges, the
IPO-related matters were concluded on December 18, 2024.
The Board of Directors met 15 (Fifteen) times during the year under
review. The details of meetings of Board and Committees and the attendance thereto and
composition of Committees are provided in the Corporate Governance Report, which forms
part of this Annual Report.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on December 05, 2024 without the
attendance of Non-Independent Directors and members of the management. The Independent
Directors in their meeting held on December 05, 2024 reviewed the performance of
Non-Independent Directors, the Committees and the Board as a whole, along with the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and assessed the quality, quantity and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
A note on the familiarization program for orientation and training of
the Directors undertaken in compliance with the provisions of the Act and the SEBI Listing
Regulations is provided in the Corporate Governance Report, which forms part of the Annual
Report.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Dr Dinesh V Patel (DIN:
11010657), Mr Ramesh Ganesh Iyer (DIN: 00220759),
Ms Suchita Sharma (DIN: 10656028), Independent Directors of the Company
to the effect that they are meeting the criteria of independence as provided in
Sub-Section (6) of Section 149 of the Act, including compliance of relevant provisions of
the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25
of SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct. In terms of Regulation
25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, skills, experience and expertise and they hold
highest standards of integrity (including the proficiency) and fulfill the conditions
specified in the Act and SEBI Listing Regulations and are independent of the management.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors state that:
a) In the preparation of the Annual Accounts for the year ended March
31, 2025, the applicable accounting standards have been followed and there are no material
departures from the same;
b) They 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, 2025 and
of the profits of the Company for the year ended on that date;
c) They 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) They have prepared the Annual Accounts of the Company on a going
concern basis;
e) They have laid down adequate internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
NOMINATION AND REMUNERATION POLICY
The Board has framed and adopted a Nomination and Remuneration Policy
("NRC Policy") in terms of Section 178 of the Act. The NRC Policy, inter-alia,
lays down the principles relating to appointment, cessation, remuneration and evaluation
of Directors, Key Managerial Personnel and Senior Management employees and other matters
as provided under Section 178 of the Act. The NRC Policy was amended during the year under
review to align with the provisions of SEBI Listing Regulations. The remuneration paid to
the Directors is as per the terms laid out in the NRC Policy of the Company.
The salient features of the NRC Policy are as follows:
To formulate the criteria for determining qualification,
competencies, positive attributes and independence for appointment of Directors (Executive
and Non-Executive) and persons who may be appointed in Senior Management positions, Key
Managerial Positions and recommend to the Board, policies relating to the remuneration for
the Directors, Key Managerial Personnel, Senior Management and other employees;
To lay down criteria for appointment, removal of Directors, Key
Managerial Personnel and Senior Management;
To recommend the remuneration of Directors, Key Managerial
Personnel (KMP), and Senior Management of the Company and provide a balance between fixed
and incentive pay, reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals; and
To specify the manner for effective evaluation of performance of
Board, its committees and individual directors and review its implementation and
compliance.
The NRC Policy is available on the website of the Company Nomination-and-Remuneration-Policy.pdf
DIRECTORS AND OFFICERS INSURANCE (D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers Insurance (D&O') for
all its directors.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including the Chairman of the
Company. The exercise was carried out annually through a structured evaluation process
covering
various aspects of the Boards functioning such as composition of the
Board and Committees, experience and competencies, performance of specific duties and
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
FAMILIARIZATION PROGRAMS
The Members of the Board of the Company have been provided
opportunities to familiarize themselves with the Company, its Management, and its
operations. The Directors are provided with all the documents to enable them to have a
better understanding of the Company, its various operations, and the industry in which it
operates.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
Key Management Personnel of the Company present to the Audit Committee
on a periodical basis, an update on the operations of the Company, plans, strategy, risks
involved, new initiatives, etc., and seek their opinions and suggestions on the same. In
addition, the Directors are briefed on their specific responsibilities and duties that may
arise from time to time.
The detail policy on the familiarization program is available on the
website at https://www.sailife.com/wp-content/uploads/2025/04/
Familiarisation-Programme-for-Id.pdf.
CODE OF CONDUCT
The Company has laid down a Code of Conduct which has been effectively
adopted by the Board Members and Senior Management Personnel of the Company.
The detail policy on the Code of Conduct is available on the website at
https://sailife.com/files/investors/Code-of-Conduct-for- BoD-and-SMPs.pdf
EMPLOYEES STOCK OPTION PLAN
The disclosure as mandated under Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 for the ESOP Schemes namely ESOP 2008 and Management
ESOP 2018 are as follows. The number of options and exercise price per option has been
adjusted proportionately to reflect the sub-division:
| Sr. No. Particulars |
Details |
| 1 Options granted |
44,45,000 |
| 2 Options vested (including options that have been exercised) |
46,53,360 |
| 3 Options exercised |
31,79,860 |
| 4 The total number of equity shares of face value of '
1 each arising as a result of exercise |
31,79,860 |
| 5 Options forfeited/lapsed/canceled |
14,33,920 |
| 6 The exercise price per equity share of face value of '
1 each |
8.3/23.2/28.4/127.3/188.9 |
| 7 Variation of terms of options |
Yes |
| 8 Money realized by exercise of options |
26,06,80,138 |
Employee-wise details of options granted during FY 2024-25
|
Name |
Designation |
No. of Options Granted |
Exercise Price |
| i. Key Managerial Personnel |
1. Ms Runa Karan |
Company Secretary |
25,000 |
188.90 |
|
2. Mr Sivaramakrishnan Chittor |
Chief Financial Officer |
11,00,000 |
127.3 & 188.9 |
| ii. Any other employee who receives a grant of options in any
one year of option amounting to five percent or more of options granted during that year |
NIL |
|
|
|
| iii. Identified employees who were granted option, during any
one year, equal to or exceeding one percent of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant |
NIL |
|
|
|
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of investments made and/or loans or guarantees given and/or
security provided, if any, are given in the notes to the Standalone and Consolidated
financial statements which form part of the Annual Report.
TRANSACTIONS WITH RELATED PARTIES
In line with the requirements of the Act and SEBI Listing Regulations,
the Company has formulated a Policy on Related Party Transactions, which is available on
the website of the Company at https://sailife.com/
files/investors/Policv-on-Related-Partv-Transactions.pdf
All related party transactions entered into during FY 2024-25 were on
an arm's-length basis and in the ordinary course of business.
No material related party transactions were entered into during the
financial year by the Company. All transactions with related parties were reviewed and
approved by the Audit Committee. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of business
and on an arm's-length basis. The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of Section 188 entered by the Company during the
financial year ended March 31, 2025 in prescribed Form AOC-2 is annexed to this Board's
Report as Annexure - 2.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF
EMPLOYEES
The information required to be disclosed in the Board's Report pursuant
to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure - 5 to this report.
ANNUAL RETURN
The Annual Return of the Company in form MGT-7 as required under
Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at Disclosures
under Regulation 46 | Sai Life Sciences.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has
constituted a Corporate Social Responsibility ("CSR") Committee. The
composition, terms of reference of the CSR Committee and the salient features of the
Corporate Social Responsibility Policy ("CSR Policy") is provided in the
Corporate Governance Report, which forms part of the Annual Report.
During the year under review, the CSR Policy was amended to align with
the provisions of the SEBI Listing Regulations/applicable CSR Rules and the same is
available on the website of the Company at Corporate Social Responsibility Policy.
A report on Corporate Social Responsibility as per Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Board's Report as Annexure
- 3.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In accordance with the requirements of Section 134 of the Companies
Act, 2013, statement showing the particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo is annexed to this Board's
Report as Annexure - 6.
PUBLIC DEPOSITS
Your Company has not accepted any deposits falling within the meaning
of Chapter V of the Companies Act, 2013 read with the Rule 8(5)(v) of Companies (Accounts)
Rules 2014, during the financial year under review.
AUDITORS
a. Statutory Auditors and their report
The Members of the Company in accordance with Section 139 of the
Companies Act, 2013 have passed resolution in 25th Annual General Meeting for
re-appointment of M/s Deloitte Haskins & Sells LLP (117366W/W-100018) as Statutory
Auditors of the Company for second term from the FY 2023 to 2028. The Statutory Auditors
have presented their Audit Report on the financial statements of the Company for FY
2024-25. The report of the Statutory Auditors forms part of this Annual Report. Their
report does not contain any qualification, reservation or adverse remark. The notes on
financial statement are self-explanatory and do not call for any further comments. The
Statutory Auditors of the Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Act.
b. Secretarial Auditor and their report
Pursuant to the provisions of Section 134(3) (f) and Section 204 of the
Act, the Board had appointed M/s. DSMR & Associates, Company Secretaries as
Secretarial Auditor who have undertaken Secretarial Audit of the Company for the FY
2024-25. The report of the Secretarial Auditor is enclosed herewith vide Annexure - 4A of
this Report. The Secretarial Audit Report does not contain any qualification, reservation,
observation or adverse remarks. However, noted the following delays in filing:
MSME Form-1: Delay in filing the half-yearly return with
the registrar regarding outstanding payments to Micro or Small Enterprises for the
half-year ended September 30, 2024.
PAS-3: Delay in filing the Return of Allotment related to
the Initial Public Offering (IPO) made by the Company.
AOC-4 (XBRL): Delay in filing the Financial Statements
for the financial year 2023-24.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2024-25 for
all applicable compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by
Mr Devata Sri Manikya Ram, Practising Company Secretary, Hyderabad has been submitted to
the Stock Exchanges within the specified time and same is annexed herewith as Annexure
- 4B.
c. Internal Auditor and their report
M/s. PricewaterhouseCoopers Private Limited was re-appointed as
Internal Auditors of the Company for FY 2024-25.
The reports submitted by the Internal Auditors have been reviewed by
the Audit Committee from time to time.
d. Cost Audit
Central Government has notified rules for Cost Audit and as per new
Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs.
Your Company is not falling under the industries which will be subject to Cost Audit.
Therefore, filing of cost audit report for FY 2024-25 is not applicable to the Company.
The maintenance of cost records has been specified by the Central Government under Section
148(1) of the Companies Act, 2013, and the prescribed cost records have been made and
maintained by the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors have adopted a Vigil Mechanism Policy.
The Vigil Mechanism Policy aims for conducting the affairs of the
Company in a fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior.
A mechanism has been established for stakeholders to report concerns
about unethical behavior, actual or suspected fraud or violation of the Code of Conduct
and Ethics. It also provides for adequate safeguards against the victimization of
stakeholders who avail of the mechanism and allows direct access to the Chairperson of the
audit committee in exceptional cases.
Employees have numerous ways to voice their concerns and are encouraged
to report the same internally for resolution. The said Policy provides for adequate
safeguards against retaliation and access to the Audit Committee. The policy is uploaded
on the Company's website at Whistle-Blower-Policy.pdf.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. The Company has a policy on Prevention of
Sexual Harassment at Workplace in place, which is available on the Company website at https://sailife.com/files/investors/Anti-Sexual-Harassment-Policy.pdf.
The Company has constituted Internal Complaints Committee as
per the Sexual Harassment of Women & Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, two complaints were
received and attended under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
SECRETARIAL STANDARDS
The Company is in regular compliance of the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India.
PREVENTION OF INSIDER TRADING CODE
The Company has adopted a Code of Conduct for Prevention of Insider
Trading, in accordance with the requirements of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations 2015, as amended from time to time.
The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations. The Code is displayed on the Company's website at:
https://www.sailife.com/wp-content/ uploads/2025/03/SAI-LIFE-Insider-Trading-Policy.pdf.
During the year under review, there has been due compliance with the said code.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this
Report and provides details about the overall industry structure, developments,
performance and state of affairs of the Company and other material developments during the
financial year.
CAUTIONARY STATEMENT
Statements in this Report and the Management Discussion &
Analysis Report describing the Company's objectives, expectations or
forecasts may be forward-looking within the meaning of applicable laws and regulations.
Actual results may differ from those expressed in the statements.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintaining the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by the
Securities and Exchange Board of India. The Report of Corporate Governance as stipulated
under the SEBI Listing Regulations forms part of this Annual Report. A certificate from
M/s. DSMR & Associates, Company Secretaries, confirming compliance with corporate
governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the
Corporate Governance Report.
CEO & CFO CERTIFICATE
In accordance with the provisions of Regulation 17(8) of the SEBI
Listing Regulations, certificate of Chief Executive Officer and Chief Financial Officer in
relation to the Financial Statements for the year ended March 31, 2025, is part of the
Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS
During the year under review, there were no significant and material
orders passed by regulators, courts or tribunals impacting the going concern status and
the Company's operations in future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
The Company confirms that there has been no application or any
proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code")
during the year under review. The Company further confirms there are no past applications
or proceeding under the Code.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report,
except the following -
Appointment of Mr Sivaramakrishnan Chittor (DIN: 01092158) as an
Additional Director of the Company, effective from April 28, 2025. This appointment is in
addition to his existing role as Chief Financial Officer ("CFO") of the Company.
His appointment as a Wholetime Director was regularized by the Shareholders through Postal
Ballot on June 16, 2025.
RISK MANAGEMENT
The Board had constituted the Risk Management Committee.
The composition of Risk Management Committee is given in the Corporate
Governance Report, forming part of the Annual Report. Further, pursuant to Section
134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has
formulated and adopted the Risk Management Policy inter-alia including the details/
process about identification of elements of risks of any, which in the opinion of the
Board may threaten the existence of the Company.
The aforesaid Risk Management Policy establishes the philosophy of the
Company towards risk identification, analysis and prioritization of risks, development of
risk mitigation plans and reporting on the risk environment of the Company. This Risk
Management Policy is applicable to all the functions, departments and geographical
locations of the Company. The purpose of this policy is to define, design and implement a
risk management framework across the Company to identify, assess, manage and monitor
risks. Aligned to this, purpose is also to identify potential events that may affect the
Company and manage the risk within the risk appetite and provide reasonable assurance
regarding the achievement of the Company's objectives.
The Risk Management Policy is available on the website of the Company
Risk-Management-Policy.pdf.
INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has laid down adequate internal financial controls
commensurate with the scale, size and nature of the business of the Company. The Company
has in place adequate policies and procedures for ensuring the orderly and effective
control of its business, including adherence to the Company's policies, safeguarding its
assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial disclosures.
Effectiveness of internal financial controls is ensured through management reviews,
management reviews of controls and independent testing by the internal auditor.
INTERNAL CONTROL SYSTEMS
The Company has established and maintained a framework of internal
financial controls and compliance systems. Based on the same and the work performed by the
internal auditors, statutory auditors and the reviews performed by Top Management team and
the Audit Committee, your Directors are of the opinion that your Company's Internal
Financial Controls were adequate and effective during the financial year 2024-25.
Further, the Statutory Auditors of your Company have also issued an
attestation report on internal control over financial reporting (as defined in section 143
of Companies Act, 2013) for the financial year ended March 31, 2025, which forms part to
the Statutory Auditors Report.
INSURANCE
All properties and insurable interests of the Company have been
insured.
CREDIT RATING
India Ratings and Research (Ind-Ra) has issued Sai Life Sciences
Limited (Company) Credit Rating is IND A+.
HEALTH, SAFETY & ENVIRONMENT (HSE)
The Company considers Health, Safety and Environment (HSE) as an
integral part of long-term business strategy and a driver for sustainable growth. We
strive to ensure that our facilities are safe by design and are committed to protecting
the environment and actively seek to identify means of minimizing water use, energy use,
greenhouse gas emissions & waste generation.
Our R&D and manufacturing facility in India is certified for ISO
14001 - Environment management system standard and ISO 45001 - Occupational health &
safety system standards ensuring our facility follows highest standard of HSE systems. The
manufacturing facility is also certified for ISO 50001, Energy management standards
driving the energy conservation efforts. With continuing investment on building
environment and safe practices, we have established state-of- the-art wastewater treatment
facilities, containment capabilities, process safety, fire protection and emergency
management at site.
The implementation of these has ensured that we improve our
environmental & safety performance through:
Adherence to compliance requirement
Water recycling & reuse
Responsible disposal of waste diverting from landfills
Reducing our energy consumption and emissions
Process safety studies and risk assessment
Equipment validation and personnel exposure monitoring
Reduction of safety incidents
Our efforts to build safe and environment-friendly facilities were
recognized through 5-star rating for EHS Excellence by CII, National Award for Energy
Excellence by CII and GSK's Environmental Sustainability Supplier Award.
Sustainability:
Sustainability is an integral part of our business and decision-making
framework. We are committed to conducting business in a way that it creates positive
impact on all our stakeholders and the environment at large. We renewed our Sustainable
Development Goals (SDG) charting out the roadmap to achieve specific environmental, social
and governance (ESG) targets by the financial year ending March 31, 2027. We have joined
the Science Based Targets initiative (SBTi), a global body enabling businesses to set
ambitious emission reduction targets in line with the latest climate science. Accordingly,
we have committed to set near-term company-wide emission reductions in line with climate
science with the SBTi.
To drive our sustainability agenda, we became signatory to Ten
principles of United Nations Global Compact (UNGC) on human rights, labor, environment,
and anti-corruption reinforcing the company's commitment to corporate responsibility and
sustainability. We have strengthened our company's commitment to social accountability
through the implementation of robust policies addressing labor and human rights.
The performances and initiatives against the three pillars of
sustainability i.e., Environment, Social and Economic are highlighted in our
Sustainability Report (latest being report of FY 2024) published annually. Our association
with Pharmaceutical Supply Chain Initiatives (PSCI) as a member is helping us leverage the
industry standards and best practices in the areas of sustainability. Our efforts towards
improving sustainability practices are rewarded in EcoVadis assessment, the world's most
trusted business sustainability rating where we achieved and sustained silver medal this
year.
On every front, be it water management, cutting down on the usage of
traditional modes of energy and replacing it with renewable sources, or increasing the
Diversity, Equity and Inclusion (DEI) quotient at our workplaces, we are pushing the
envelope to make the overall journey of drug discovery and development integrated with
sustainability.
We further intend to exemplify our sustainability progress and
reinforce Sai Life Sciences' position as a frontrunner in the pursuit of environmentally
conscious and socially responsible business practices.
HUMAN RESOURCES
The Company believes that the quality of its employees is the key to
its success and is committed to providing necessary human resource development and
training opportunities to equip employees with additional skills to enable them to adapt
to contemporary technological advancements.
Industrial relations during the year continued to be cordial and the
Company is committed to maintaining good industrial relations through effective
communication, meetings and negotiation.
OTHER DISCLOSURES
During the financial year under review:-
a) The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
b) Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
c) Except as disclosed in this report, there were no material changes
and commitments which occurred after the close of the year till the date of this report,
which may affect the financial position of the Company.
d) There was no instance of one-time settlement with any Bank or
Financial Institution.
e) The Company does not have any shares in unclaimed suspense demat
account.
ACKNOWLEDGMENTS
Your Directors wish to place on record the appreciation to Customers,
Vendors, Central Government, State Governments and other regulatory bodies / authorities,
banks, business partners, Shareholders and Investors, medical practitioners and other
stakeholders for the assistance, co-operation and encouragement extended to the Company.
Your Directors also like to place on record the deep sense of appreciation to the
employees for their contribution and services.
| For and on behalf of the Board of |
|
| SAI LIFE SCIENCES LIMITED |
|
| K. Ranga Raju |
Krishnam Raju |
| Chairman |
Managing Director |
| DIN: 00043186 |
DIN: 00064614 |
| Date : July 11, 2025 |
|
| Place : Hyderabad |
|
|