To the Members of
Suven Pharmaceuticals Limited
Your Company's Board of Directors has pleasure in presenting this 6th Annual Report together with Ind AS compliant Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
Financial Highlights (D in Lakh)
Overview
During the financial year 2023-24, on a standalone basis, your company has recorded revenue from operations of C1,02,499 Lakhs as against C1,33,008 Lakhs during the financial year 2022-23 registering a decrease of 23%. Profit after tax for the financial year 2023-24 stood at C30,482 Lakhs as against C43,260 Lakhs during the financial year 2022-23 registering a decrease of 30%.
On consolidated basis, revenue from operations stood at C 1,05,135 Lakhs during the financial year 2023-24 as against C1,34,033 Lakhs registering a decrease of 22%. Profit after tax for the financial year 2023-24 C30,028 Lakhs as against 41,129 Lakhs during financial year 2022-23 registering a decrease of 27%.
The overall decline in standalone and consolidated revenue from operations over the previous financial year 2022-23 was primarily due to the Global slowdown, Ag Chem destocking, COVID base effect, and commodity pricing. Pharma CDMO grew by 9.4% ex-COVID base, impacted by temporary destocking for a few products, which your company doesn't expect to continue.
Adjusted EBITDA margins were 41.4% on a consolidated basis, primarily due to one-time adjustments of C769 Lakhs, comprising an ESOP charge of C199 Lakhs and others of C570 Lakhs relating to expenses towards the proposed merger of Cohance Lifesciences with your company.
The Company has inaugurated a new Research and Development Centre at Genome Valley in Shameerpet, Hyderabad, in the presence of senior executives from a leading global biopharmaceutical company.
Your company was honoured with an International Safety Award from the British Safety Council for excellence in Occupational Health & Safety to our recently USFDA-cleared Pashamylaram unit-3.
Outlook: The Board believes that the recovery will happen in H2FY25, and on a full-year basis, your company is expected to see growth in both revenue and EBITDA compared to the financial year 2023-24.
Exports
The exports of the Company continue to be the major portion of revenue from operations, accounting for C92,034 lakhs, representing 89.79% of the total revenue operations of C1,02,499 lakhs during the year under review.
Dividend
The Board of Directors of the Company does not recommend paying a dividend for the year ended 31 March 2024.
Transfer to Reserves
The Board of Directors has decided to retain the entire profit for the financial year 2023-24 in the Retained Earnings.
Share Capital
The paid-up Equity Share Capital as of 31 March 2024 was C2545.65 lakhs. During the year under review, the Company did not issue any shares with differential voting rights or sweat equity shares but granted stock options to the eligible employees in accordance with the provisions of the Employees Stock Option Plan (ESOP 2023).
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31,2024 is available on the Company's website and can be accessed at web link at https://suvenpharm.com/financial-info/#financialInfosection
Number of Meetings of the Board and Audit Committee
During the year under review, nine Board Meetings and seven Audit Committee Meetings were convened and held. The details of these meetings are presented in the Corporate Governance Report, which forms part of this Annual Report.
The Audit Committee is composed of independent and non-executive directors. Shri Vinod Rao is the Chairperson, and Shri KG Ananthakrishnan and Shri Pankaj Patwari are members. The time gap between the said meetings was within the period prescribed under the provisions of the Companies Act, 2013, and the SEBI guidelines thereof.
Directors Responsibility Statement
Your Directors state that:
(a) The applicable accounting standards have been followed in preparing the Annual Accounts and there were no material departures.
(b) Such accounting policies have been selected and applied consistently and judgments and estimates made when required that are reasonable and prudent 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 the financial controls were adequate and were operating effectively.
(f) Proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Policy on Nomination & Remuneration
The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and forms part of this report and is also available on https://www.suvenpharm. com/images/pdf/policies/Remuneration Policy.pdf
Dividend Distribution Policy
The Board has adopted a suitable Policy for Dividend Distribution as per the requirements of SEBI Guidelines. The policy has been uploaded on the Company's website and can be accessed at https://www.suvenpharm.com/ images/pdf/policies/dividend-distribution-policy.pdf
Particulars of Loans, Guarantees or Investments
Details of loans given, investments made, guarantees given, and securities provided are furnished in the Standalone Financial Statement, which can be referred to Note No. 6(b) to the Standalone Financial Statements.
Apart from this, the Company did not give any Loans, Investments, guarantees, or securities during the year under the provisions of Section 186 of the Companies Act, 2013.
State of Affairs
During the financial year 2023-24, there is no change in the company's business or its wholly-owned subsidiaries. Further information on the company's business overview, outlook, and state of affairs is discussed in detail in the Management Discussion & Analysis section. No other companies have become or ceased to be your Company's
subsidiaries, joint ventures or associate companies during the year.
Subsidiary companies
Your Company has one international wholly-owned subsidiary company and one wholly-owned subsidiary Company in India as of 31st March 2024. The consolidated financial statements of the Company, prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the annual report.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statements in respect of the subsidiary companies shall be kept open for inspection at the Corporate 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 them. The financial performance of the subsidiaries forms part of the consolidated financial highlights presented in this report, and separate audited financial statements in respect of the subsidiary companies is also available on the website of your Company at https:// suvenpharm.com/financial-info/#financialInfosection
Amalgamation of group companies
The Board of Directors of your Company has approved on 29th February 2024 the draft Scheme of Amalgamation of Cohance Lifesciences Limited (an Advent-managed group company) into and with your company subject to necessary statutory and other stakeholders approvals. Also, on 29th February 2024, approved the Scheme of Amalgamation of Casper Pharma Private Limited - a wholly owned subsidiary company into and with your company subject to necessary statutory approvals. Your company has filed applications with BSE and NSE seeking their NOC to approach Hon'ble NCLT, Bench at Mumbai for suitable directions. Your company's Registered Office was shifted to Mumbai in Maharashtra State from Hyderabad in Telangana State pursuant to approval given by The Regional Directors, South Eastern Region, Ministry of Corporate Affairs.
Related Party Transactions
The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the
prescribed Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure - A".
The Board has approved a policy for related party transactions and has been uploaded on the Company's website at https://suvenpharm.com/corporate-governance/
Material Changes and Commitments affecting the financial position of the Company
There are 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, i.e., 31st March 2024 and the date of the Directors' report i.e., 12th July, 2024, other than the proposed initial acquisition of 67.5% equity stake in Sapala Organics Private Limited ("Sapala") a Hyderabad based company (i.e., 51% of the share capital on a fully diluted basis) for consideration of ~INR 2,295 mn and to acquire remaining equity stake a few months after FY2026-27, from the sellers as per the terms of the definitive agreement dated 13th June 2024 entered into by your company subject to statutory approvals if required as per legal framework of applicable law, and customary closing conditions such that, post consummation, the Company will own 100% of the share capital of Sapala on a fully diluted basis.
Change in Management
The founder promoters of the company have signed on 26th December 2022 a definitive agreement to sell a part of their stake to the extent of 12,75,37,043 equity shares of face value of C1/- each representing 50.10% of paid-up capital of your company to the Acquirer - Berhyanda Limited a Cyprus based foreign company (an investment arm of Advent International Corporation USA based private equity fund) which has invested in your company for a purchase consideration of C495/- per equity share of face value of C1/- each and the said transaction was consummated on 29th September, 2023. Upon signing the definitive agreement, the said transaction details were notified to the stock exchanges in terms of Regulation 30 of the SEBI LODR Regulations, 2015, as amended and can be accessed at weblink: https://suvenpharm.com/. Since then, your company's operations have been under the control of the new management. The company shall comply with applicable provisions relating to downstream investments, if any, made in accordance with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended.
Changes in Board of Directors and Key Managerial Personnel
Consequent upon the said change in management control pursuant to SEBI SAST Regulations, the Board had recommended to the shareholders the appointment of the following new Directors based on the recommendations of Nomination and Remuneration Committee as per the compliance requirements under the applicable provisions of Companies Act, 2013 and SEBI Regulations. The shareholders in the 5th Annual General Meeting held on 15th December, 2023 have approved the said appointments.
Ananthakrishnan
All previous executive and non-executive directors viz; Shri. Venkateswarlu Jasti, Shri. J.V.Ramudu, and Dr. Jerry Jeyasing, Shri. D.G.Prasad, Shri. V Sambasiva Rao and Smt. Deepanwitha Chattopadhyay have resigned from the Board effective from 29th September, 2023. The previous independent directors have resigned due to personal reasons, and no other material reasons were mentioned in their respective resignation letters.
During the year, the following Key Managerial Personnel were appointed:
Further, Mr. P Subba Rao has resigned as Chief Financial Officer of the Company effective from 2nd January, 2024.
Declaration by Independent Directors
All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.
In the opinion of the Board, all the new Independent Directors possess the integrity, expertise, and experience, including the proficiency, required to be Independent Directors of the Company. They fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. They have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.
Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Pankaj Patwari, Director (DIN: 08206620) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The brief profile of the director seeking re-appointment at the ensuing Annual General Meeting is presented in the Annual Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on energy conservation, technology absorption, foreign exchange earnings, and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, forms part of this report as "Annexure—B."
Risk Management
The Board of Directors has constituted a Risk Management Committee, which is entrusted with the responsibility of overseeing various organizational risks. The Corporate Governance Report, which forms part of this Report, contains the details of the Risk Management Committee of the Company. The Risk Management Committee assesses the adequacy of mitigation plans to address such risks. The Board approved a suitable risk management policy to take care of all aspects of Contract Development and Manufacturing Operations (CDMO) business model of your Company. In addition, your company regularly conducts
safety and preventive audits in all plants and ensures that necessary safeguards are in place to protect the work force and assets against all perils with appropriate insurance policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee composed of Shri. Vaidheesh Annaswamy as Chairperson, Shri. KG Ananthakrishnan and Smt. Matangi Gowrishankar as members. The CSR programs of the Company were implemented by the following agencies: i. Suven Trust, ii. Chinmaya Vishwa Vidyapeeth, iii. Central Chinmaya Mission Trust, iv. YUVA Unstoppable and v. Roti Foundation. The Board has approved two identified projects relating to developing a Chemistry Laboratory and upgradation of Schools as ongoing projects whose completion is stretching beyond fiscal 2023-24 closure. The details of the said ongoing projects were disclosed in the CSR statement annexed to the Directors' Report. In accordance with the amended rules your company does not require to undertake the impact assessment of CSR projects.
Annual Report on CSR Activities forms part of this Report as "Annexure - C". The CSR Policy, Committee Composition and CSR programs details are available on the Company's website on https://suvenpharm.com/csr/csr-policy/
Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and as per the SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and directors individually as well as the evaluation of the working of its Committees.
The Board discussed upon the outcome of performance evaluation and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each committee was evaluated by the Board, based on views received from respective
committee members. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Deposits
During the financial year 2023-24, the Company has not accepted any fixed deposits, and, as such, no amount on account of principal or interest on deposits was outstanding as on the date of the balance sheet.
Internal Financial Control Systems and their Adequacy
Your Company has laid down set of standards which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively (1) to provide reasonable assurances that: transactions are executed in conformity with generally accepted accounting principles/standards or any other criteria applicable to such statements, (2) to maintain accountability for assets; access to assets is permitted only in accordance with management's general or specific authorization and the maintenance of records that are in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. The Audit Committee of the Board reviews the reports submitted by the independent internal auditors and monitors the functioning of the system.
Vigil Mechanism
The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Whistle Blower mechanism 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 at https://www.suvenpharm.com/images/pdf/policies/ whistle-blower-policy.pdf
Particulars of Employees and Remuneration
The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as "Annexure - D".
Corporate Governance
A detailed Report on Corporate Governance prepared in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Practicing Company Secretary Certificate regarding the compliance of conditions of corporate governance, is presented in a separate section forming part of the Annual Report.
Management's Discussion and Analysis
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
AUDITORS Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder the Company in its 1st Annual General Meeting (AGM) held on 30th November, 2019 has appointed M/s. Karvy & Co., Chartered Accountants (Firm Registration No. 001757S) as statutory auditors for a period of 5 years from the conclusion of 1st AGM till the conclusion of the 6th AGM to be held in the year 2024,accordingly the term of the existing statutory auditors will expire at the conclusion of the ensuing Annual General Meeting. The Auditor's Report does not contain any qualifications nor adverse remarks.
The Board of Directors at its meeting held on July 12, 2024, considered the recommendations of audit committee to rotate the statutory auditors and recommended to the members the appointment of M/s. Walker Chandiok & Co LLP & Co. (Registration No. 001076N/N500013) as statutory auditors of the Company (in place of outgoing statutory auditors M/s. Karvy & Co., Chartered Accountants) for a term of five consecutive years, from the conclusion of the ensuing 6th Annual General Meeting of the Company till the conclusion of the 11th Annual General Meeting to be held in the year 2029.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. DVM & Associates LLP,
Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report forms part of this report as "Annexure - E". The Secretarial Audit Report does not contain any qualifications nor adverse remarks.
Cost Records and Audit
During the year under review, in terms of Cost (Records and Audit) Amendment Rules, 2014 dated 31st December, 2014 issued by the Central Government, the requirement for Cost Audit is not applicable to the Company based on the export turnover criteria prescribed under Cost Audit Rules. However, the Company is maintaining such accounts and record as specified by the Central Government and as applicable to the Company under sub-section (1) of section 148 of the Companies Act, 2013.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective, posted on the website of the Company at https://suvenpharm.com/financial-info/
Suven Pharmaceuticals Limited Employee Stock Option Plan 2023 (ESOP 2023)
During the year under review, the Company has approved the "Suven Pharmaceuticals Limited - Employee Stock Option Plan 2023" and the existing scheme "Suven Pharma Employee Stock Option Scheme 2020" is closed with the approval of shareholders through postal ballot resolution.
As per the approval given by the shareholders on 13th February 2024, the Board has been authorised to introduce, offer, issue, and provide share-based incentives to eligible employees of the Company and its subsidiaries under the ESOP 2023 plan. In terms of the scheme, the total number of options to be granted is 1,25,00,000 with a face value of C1/- each.
The nomination and remuneration committee (NRC), in its meeting held on 24th February 2024, has granted 65,94,308 options under the ESOP 2023 plan during the year ended 31st March 2024. Upon 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 details of the options granted
as per ESOP 2023 are available in the Notes to accounts of the financial statements in this Annual Report.
The total number of equity shares to be allotted to the employees of the Company and its subsidiaries under the ESOP 2023 does not cumulatively exceed 4.91% of the issued and paid up capital.
The ESOP 2023 is drawn up in compliance with the Securities and Exchange Board Of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, and there have been no material changes to the plan during the fiscal.
The ESOP 2023 details, including terms of reference and the requirement specified under Regulation 14 of the SEBI Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the Company's website at www.suvenpharm.com.
Transfer of Unpaid and Unclaimed amounts to the Investor Education and Protection Fund (IEPF)
Since your company was incorporated in 2018, it will ensure compliance with the applicable provisions of the IEPF Rules at the appropriate time.
Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.
General
The Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year under review. Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
(i) . The details of frauds reported by auditors under
sub-section (12) of section 143 other than those which are reportable to the Central Government
(ii) . The details of an application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year.
(iii) . The details of the difference between the valuation
amount done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof.
(iv) . No significant material orders have been passed by
the regulators/ courts /tribunals that would impact the company's going concern status and future operations.
Acknowledgements
Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the shareholders, customers, dealers, suppliers and other business associates for contributing to your Company's growth. The Directors also wish to place on record their appreciation of the valuable services rendered by the executives, staff and workers of the Company.
Your Directors also thank the central and State Governments, Financial Institutions, and Banks for their support during the year, and we look forward to its continuance.
Chairman
Managing Director