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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sequent Scientific Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Company''s Fortieth Annual Report along with the Company''s
Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Summary

The summarized financial performance of your Company for Financial Year 2024-25 is given below:

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	1,782.57	1,685.18	15,513.70	13,697.31
Other Income	509.37	459.80	146.86	109.57
Profit/ (Loss) before interest, depreciation and tax	395.54	193.16	1,764.84	723.71
Less: Finance costs	39.60	43.61	607.51	480.86
Less: Depreciation and amortisation expenses	86.65	89.40	664.51	615.40
Profit/(Loss) before exceptional items and tax	269.29	60.15	492.82	(372.55)
Exceptional items	(48.81)	(62.54)	(49.76)	(173.91)
Profit/(Loss) before tax (after exceptional items)	220.48	(2.39)	443.06	(546.46)
Tax expense / (Credit) - Current Tax	38.83	-	407.18	144.83
- Deferred tax	23.71	(13.20)	(288.41)	(389.82)
- Current tax of prior period (reversed) / provided	-	4.59	1.70	(5.34)
Profit/(Loss) after tax	157.94	6.22	322.59	(296.13)
Net Profit for the year attributable to:
Owners of the Company	157.94	6.22	218.78	(358.69)
Non-controlling interest	-	-	103.81	62.56

2. Business Performance Review

For FY 2024-25 (FY25), on a Consolidated basis, your Company''s revenues stood at '' 15,513.70 Million as
against '' 13,697.31 Million in FY 2023-24 (FY24) registering growth of 13.26 % over the previous year. The
Company posted profit after tax of '' 322.59 Million in FY25 as against loss after tax of '' (296.13) Million in
FY24.

On a Standalone basis, your Company''s revenues for FY25 stood at '' 1,782.57 Million as against '' 1,685.18
Million in FY24. The Company posted a profit after tax of '' 157.94 Million in the FY25 as against profit after
tax of '' 6.22 Million in the FY24.

Management Discussion and Analysis Report, which forms part of the Board''s Report, details the Company''s
operational and financial performance for the year under review.

Business Overview

Formulations

Expanding Our Global Footprint: Our Spanish manufacturing plant received Turkish GMP approval, allowing
Turkish sales team to cross-leverage portfolio for productivity enhancement.

Phyto-solutions Line: Our Phyto-solutions range, nutritional bio-actives based on essential oils for industrial
markets in swine and poultry, maintained its growing trend especially in markets where we have direct
market access (Europe, Brazil and Mexico). We are now entering FY26 with a reinforced team to better
structure this activity especially on technical support for our customers.

Entry into new business segments: As part of efforts to build-up presence in a new segment, we are pleased
to share that we started distributing vaccines for Syva in Benelux.

Expanding reach: The Company ramped up presence in India by means of increasing its field force by ~40
individuals for greater penetration across the country.

Building up injectables capability: The Company''s Turkish injectables manufacturing facility has EUGMP
approval and plans to leverage this site as an export base is progressing well. The focus from hereon will
be on getting additional product regulatory approvals for which we redirected resources towards this high
value segments. The launch of Tulaject, a Tuathromycin based injectable from Turkey was a testament of
our efforts in this regard.

API

Market Expansion: Strategic efforts to broaden our presence in key markets, such as Japan, have yielded
successful outcomes, strengthening our global footprint.

Expanding portfolio with existing partners: We deepened our business commitment with Top-10 customers
and thereby increasing business contribution from 51% to 54%.

Safety-first Approach: Vizag site was awarded CII Safety Leadership Gold; scored 98.5 (A ) from AP Safety
Board. Mahad site was recognized for Health and Occupation safety, at National Safety Council of India.

Increased Cost Competitiveness: We enhanced our cost competitiveness in the price-sensitive emerging
markets and implemented a systematic cost reduction programme which helped us cut prices of some key
products and thereby increasing marketability.

3. Dividend

The Board of Directors of your Company, after considering holistically the relevant circumstances and
keeping in view the Company''s dividend distribution policy, have decided that it would be prudent not to
recommend any Dividend for the year under review.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), your Company has formulated a
Dividend Distribution Policy which ensures an appropriate balance between rewarding its Shareholders and
retaining enough capital for the Company''s future growth. This Policy is available on the Company''s website
at https://sequent.in/wp-content/pdf/policies/Sequent_Dividend_Distribution_Policy.pdf

4. Transfer to Reserves

The Board of Directors of your Company have decided not to transfer any amount to the Reserves for the
year ended March 31, 2025.

5. Share Capital

As on March 31, 2025, the Authorized Share Capital of the Company was ''80,00,00,000 divided into
40,00,00,000 equity shares of ''2 each.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025, was
''50,06,03,990 divided into 25,03,01,995 equity shares of ''2 each. During the year, the Company allotted
8,68,500 equity shares of ''2 each pursuant to the exercise of options in terms of the Sequent Scientific
Limited Employees Stock Option Plan 2020 of the Company.

During the year under review, the Company has not issued any shares with differential voting rights or sweat
equity or warrants.

As on March 31, 2025, none of the Directors of the Company held instruments convertible into equity shares
of the Company.

6. Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 ("the Act") read with the Companies (Accounts)
Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India
and the provisions of the SEBI Listing Regulations, the Audited Consolidated Financial Statements forms an
integral part of this Annual Report.

7. Subsidiaries, Associates and Joint Ventures Companies

As on March 31, 2025, your Company has 19 (Nineteen) Subsidiaries, out of which 15 are wholly owned
Subsidiaries. Your Company does not have any Joint Ventures or Associate Companies.

During the FY25, there was no change in the direct Subsidiaries of the Company. Following are the changes
in step-down subsidiaries during FY25:

Name of the Subsidiary	Country	Changes during the year
N-Vet AB	Sweden	Increased holding from 96.10% to 100% w.e.f. November 22, 2024
Alivira Italia SRL	Italy	Increased holding from 95% to 100% w.e.f. November 22, 2024

8. Scheme of Amalgamation

During the year under review, the Board of Directors of the Company, at their meeting held on September
26, 2024, after considering the respective recommendations of the Audit Committee and the Committee of
Independent Directors, approved a Composite Scheme of Amalgamation ("Scheme") for the merger of Viyash
Life Sciences Private Limited ("Viyash") and its group companies (listed below) ("Viyash Group Entities") and
Sequent Research Limited ("SRL"), a wholly owned subsidiary of the Company with the Company, under
Sections 230 to 232 and other applicable provisions of the Act.

Viyash Group Entities

1. Symed Labs Limited

2. Vandana Life Sciences Private Limited

3. Appcure Labs Private Limited

4. Vindhya Pharma (India) Private Limited

5. S.V. Labs Private Limited

6. Vindhya Organics Private Limited

7. Geninn Life Sciences Private Limited

Competition Commission of India vide its letter no. Comb Reg. No. C-2024/12/1218 dated January 21, 2025,
has approved the Scheme which is also available on the Company''s website and can be accessed at
www.sequent.in. The Company is awaiting further statutory approvals for the said Scheme.

9. Accounts/ Performance of Subsidiaries

In accordance with the provisions of Section 129(3) of the Act read with the Rules made thereunder, a
statement providing details of performance and the financial position of the subsidiaries is given in the
prescribed Form AOC-1 attached as an "Annexure 1" forming part of this Report.

Further, in accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company,
containing therein Audited Standalone and the Consolidated Financial Statements of the Company and the
Audited Financial Statements of each of the Subsidiary Companies have been placed on the website of the
Company at https://sequent.in/investor-relation/

For the FY 2024-25, the following were the material unlisted subsidiaries of the Company:

1. Alivira Animal Health Limited, India

2. Alivira Animal Health Limited, Ireland

3. Laboratorios Karizoo, Spain

4. Alivira Saude Animal Ltda, Brazil

The Company has formulated a Policy for determination of Material Subsidiaries. The said Policy is available
on the Company''s website and can be accessed at https://sequent.in/wp-content/uploads/2025/02/4.-
Policy-on-Determination-of-Material-Subsidiaries.pdf

10. Annual Return

Pursuant to Sections 92 and 134 of the Act, and the Rules made thereunder, the Annual Return of
your Company as on March 31, 2025 is available on the Company''s website and can be accessed at
https://sequent.in/investor-relation/

11. Credit Rating

As on the date of this Report, the credit rating assigned by India Ratings & Research (Fitch Group) is
"IND A" with Positive outlook (revised from "IND A" with negative outlook) for long-term bank facilities of
the Company. The said ratings signify a high degree of safety regarding the timely servicing of financial
obligations.

Further, India Ratings & Research (Fitch Group) reaffirmed the rating as "IND A1" for the Company''s shortÂ¬
term bank facilities, which signifies strong safety regarding timely payment of financial obligations and
carry the lowest credit risk.

12. Public Deposit

During the year under review, your Company has not accepted or renewed any public deposits in terms of
Sections 73 and 74 of the Act read with Rules framed thereunder.

13. Directors & Key Managerial Personnel

As on March 31, 2025, the Board comprises of 9 (Nine) Directors out of which 2 (Two) Directors are Executive,
3 (Three) Directors are Non-Executive Independent including one Woman Director and 4 (Four) Directors
are Non- Executive Non-Independent. All Directors are competent and experienced personalities in their
respective fields. The Board is Chaired by Dr. Kamal Sharma, Independent Director of the Company.

The following changes took place in the Board of Directors of the Company during FY25:

â¢ Mr. Vedprakash Ragate (DIN: 10578409) was appointed as an Additional Director designated as WholeÂ¬
Time Director of the Company w.e.f April 17, 2024. Subsequently, the Members of the Company approved
the said appointment through postal ballot vide Ordinary resolution passed on July 12, 2024.

â¢ Mr. Sharat Pandurang Narasapur (DIN: 02808651) stepped down as Joint Managing Director of the
Company w.e.f. April 30, 2024, due to personal reasons. There was no other material reason for his
resignation except as stated. The Board placed on record its appreciation for the contributions made
by Mr. Narasapur during his tenure as Joint Managing Director.

â¢ Dr. Fabian Kausche (DIN: 08976500) was appointed as a Director retiring by rotation of the Company
at the Annual General Meeting held on September 17, 2024.

â¢ Dr. Kausalya Santhanam (DIN: 06999168) ceased to be an Independent Director of the Company
w.e.f. October 27, 2024, due to the completion of two consecutive terms of five years, serving as an
Independent Director to the Company. The Board placed on record its appreciation for the contributions
made by Ms. Santhanam during her tenure as an Independent Director.

â¢ Ms. Revati Parag Kasture (DIN: 07558973) was appointed as an Independent Director of the Company
w.e.f. December 17, 2024, upto December 16, 2029 (both days inclusive). Subsequently, the Members
of the Company have approved her appointment as an Independent Director of the Company through
Postal Ballot on February 19, 2025. The Board of Directors of the Company are of the opinion that
Ms. Revati Parag Kasture, has the integrity, expertise and experience (including requisite proficiency)
to be appointed as an Independent Director of the Company.

Mr. Rajaram Narayanan, Managing Director and CEO and Mr. Neeraj Bharadwaj, Non-Executive Director
of the Company, are liable to retire by rotation at the forthcoming Annual General Meeting and have
offered themselves for the re-appointment. Based on their performance, experience and expertise, the
Board of Directors, on recommendation of the Nomination and Remuneration Committee of the Company,
recommends the appointment of Mr. Rajaram Narayanan and Mr. Neeraj Bharadwaj, as the Director liable
to retire by rotation at the forthcoming Annual General Meeting.

All the Directors have also affirmed that they have complied with the Company''s Code of Business Conduct
& Ethics. In terms of the requirements of the SEBI Listing Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the context of the Company''s businesses, which are detailed
in the Report on Corporate Governance.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) They meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) They have registered their names in the Independent Directors'' Databank maintained by the Indian
Institute of Corporate Affairs.

As per the provisions of Section 203 of the Act, Mr. Rajaram Narayanan, Managing Director and CEO,
Mr. Vedprakash Ragate, Whole-time Director, Mr. Saurav Bhala, Chief Financial Officer and Ms. Yoshita Vora,
Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2025. Mr. Phillip Trott
stepped down as the Company Secretary and Compliance Officer of the Company w.e.f. December 16, 2024.
He continues to be associated with the Company in his other roles. Ms. Yoshita Vora was appointed as the
Company Secretary and Compliance Officer of the Company w.e.f. December 17, 2024.

14. Board Evaluation-

Pursuant to provisions of Schedule IV of the Act and Rules made thereunder and provisions of Listing
Regulations, the Company had formulated a policy called ''SeQuent Board Performance Evaluation Policy''
(the ''Policy'') for performance evaluation of the Board, its Committees, Chairperson of the Board, and other
individual Directors (including Independent Directors). Based on the criteria mentioned in the Policy, your
Company has prepared a questionnaire to carry out the performance evaluation of the Board, its Committees,
Chairperson of the Board, and other individual Directors (including Independent Directors) on an annual
basis. The questionnaire is structured to embed various parameters based on which the performance can
be evaluated. Based on these criteria, the Board carried out annual performance evaluation of the Board,
its Committees, Chairperson of the Board, and Individual Directors (including Independent Directors). The
Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the NonÂ¬
independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow
of information between the management of the Company and the Board of Directors that is necessary for
the Board of Directors to effectively and reasonably perform their duties. The results of the performance
evaluation were sent to the Chairman of the Board and noted by the Board of Directors.

15. Meetings of The Board

During the year under review, 8 (Eight) Board Meetings were held on April 16, 2024, May 15, 2024, August
14, 2024, September 26, 2024, October 07, 2024, November 13, 2024, December 16, 2024 and February 11,
2025. The particulars of the meetings held and attended by each Director are detailed in the Corporate
Governance Report for the financial year ended March 31, 2025, which forms an integral part of this Annual
Report.

16. Company''s Policy on Appointment and Remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel

Pursuant to Section 178 of the Act, Nomination and Remuneration Committee has formulated "SeQuent''s
Policy on Director''s Appointment and Remuneration" which deals inter-alia with appointment and
remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the
Company. The said policy is uploaded on the website of the Company and can be accessed at: https://
sequent.in/wp-content/pdf/policies/Sequent%E2%80%99s%20Policy%20on%20Director%E2%80%99s%20
Appointment%20and%20Remuneration.pdf

The salient features of the policy are as under:

â¢ NRC to identify people who are qualified to become Directors, Key Managerial Personnel and Senior
Management Personnel of the Company.

â¢ NRC to guide the Board in relation to the appointment, retention and removal of Directors, Key Managerial
Personnel and Senior Management Personnel of the Company.

â¢ NRC to evaluate the performance of the Members of the Board including Independent Directors to
provide necessary information/ report to the Board for further evaluation.

â¢ NRC to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and
Senior Management Personnel of the Company.

â¢ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
person and create competitive advantage.

â¢ To devise a policy on Board diversity.

â¢ To develop a succession plan for the Directors, Key Managerial Personnel and Senior Management
Personnel of the Company and to regularly review the plan.

The details relating to remuneration of Directors are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report.

17. Committees of The Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings and
attendance at the Meetings are provided in the Corporate Governance Report which forms an integral
part of this Annual Report. There has been no instance where suggestions of the Committees have not
been accepted by the Board.

18. Auditors and Auditors Report
Statutory Auditors

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting held on September
17, 2024, M/s. SRBC & CO LLP, Chartered Accountants (Firm Registration No. 324982E/ E300003) were
appointed as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion
of 39^th Annual General Meeting (AGM) till the conclusion of 44^th AGM.

The Independent Auditors'' Report on Standalone and Consolidated Financial Statements for the year
ended March 31, 2025, forms an integral part of this Annual Report and does not contain any qualifications,
reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Act.
Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Rules thereunder, the Board had appointed
M/s. Nilesh Shah & Associates, Practicing Company Secretary (Firm Registration No: P2003MH008800) to
conduct Secretarial Audit of the Company for the year ended March 31, 2025, and its unlisted material
subsidiary, Alivira Animal Health Limited ("Alivira").

The Secretarial Audit Report for the Company, issued in Form No. MR-3, is attached to this Board''s Report
as "Annexure 2A" and the Secretarial Audit Report of Alivira is attached as "Annexure 2B" respectively. The
comments made by the Secretarial Auditors are self-explanatory.

Pursuant to Regulation 24A of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/
CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company
is uploaded on the website of the Company at : https://sequent.in/wp-content/uploads/2025/05/SEBI-
Compliance-Report-24-A-Reportsigned.pdf

SEBI vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, had introduced SEBI LODR
(Third Amendment) Regulations, 2024, wherein detailed norms governing the appointment, re-appointment,
continuation and removal of secretarial auditors in listed entities, effective from April 1, 2025, had been
given.

Given the regulatory changes, the Board of Directors of the Company on recommendation of the Audit
Committee, have approved and proposed the appointment of M/s. BMP & Co LLP (Firm Registration Number:
L2017KR003200) as the Secretarial Auditors of the Company for a term of 5 consecutive financial years
w.e.f. FY 2025-26 to FY 2029-30, subject to approval of shareholders at the ensuing Annual General Meeting.

The brief profile of M/s. BMP & Co LLP forms part of the Notice convening the Annual General Meeting.
M/s. BMP & Co LLP have confirmed they are not disqualified from being appointed as the Secretarial Auditors
of the Company and satisfy the prescribed eligibility criteria.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to maintain the cost accounts and cost records which have been
duly maintained. The Board of Directors, on the recommendation of Audit Committee, have re-appointed
M/s. Joshi Apte & Associates, Practicing Cost Accountants, (Firm Registration Number: 000240) as the Cost
Auditors of the Company for the financial year 2025-26. In compliance with the requirements of the Act,
a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of
the Notice convening the Annual General Meeting for their ratification. M/s. Joshi Apte & Associates, have
confirmed that they are not disqualified from being appointed as the Cost Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Cost Audit Report for the FY24 has been duly filed and it does not contain any qualification, reservation
or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud
under Section 143(12) of the Act.

19. Segment

The Company operates only in a single segment, i.e. the Pharmaceuticals Segment.

20. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read
with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is attached as an "Annexure 3" and forms an integral part of this Annual Report.

In accordance with the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other
particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid rules, forms
part of this Report.

In terms of Section 136 of the Act, the said report is open for inspection at the Registered Office of the
Company during working hours and any Member interested in obtaining a copy of the same may write to
the Company Secretary at investorrelations@sequent.in

21. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act and the SEBI Listing Regulations, the Company has
established Vigil Mechanism and a Whistle Blower Policy, for the Directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. It also
provides adequate safeguards against the victimization of employees who avail this mechanism and allows
direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle blower policy
can be accessed at https://sequent.in/wp-content/pdf/policies/Whistle%20Blower%20Policy.pdf

22. Particulars of Loans, Guarantees and Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the
purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided
in Notes to the Financial Statements in the Annual Report.

23. Related Party Transactions

All contracts/arrangements/transactions entered into by the Company during the financial year with related
parties were in its ordinary course of business and on an arm''s length basis. All Related Party Transactions
("RPTs") are placed before the Audit Committee for its review and approval. Prior omnibus approval is
obtained for RPTs which are of repetitive nature and / or entered in the ordinary course of business and are
at arm''s length.

There were no material contracts/arrangements/transactions entered with related parties as required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflict
with the interests of the Company at large.

In the line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted the
Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and the
same can be accessed at https://sequent.in/wp-content/uploads/2025/02/4.-Policy-on-Determination-of-
Material-Subsidiaries.pdf

Members may refer to Notes to Financial Statements which sets out related party disclosures as per
applicable accounting standards.

24. Corporate Social Responsibility Committee

The Corporate Social Responsibility ("CSR") Committee comprises of Dr. Kamal Sharma, Independent
Director, Mr. Rajaram Narayanan, Managing Director and Chief Executive Officer and Mr. Vedprakash Ragate,
Whole-Time Director as its Members. Your Company has a policy on CSR and the same can be accessed at
https://sequent.in/wp-content/pdf/policies/Corporate%20Social%20Responsibility%20(CSR)%20Policy.pdf

The brief objectives as per the CSR policy includes the following:

â¢ Uplift the communities around its areas of operation, thereby creating a positive impact on the
community.

â¢ Identify interventions to ensure sustainable social development after considering the immediate and
long-term socio environmental requirements.

â¢ Setting high standards of quality in providing interventions and support to meet the needs of the
community.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is attached as an ''Annexure 4 and forms an integral part of this Annual report. Due
to the negative average profit of the preceding three financial years, the Company has not incurred any
expenditure on CSR activities for the financial year 2024-25.

25. Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements.
During the year under review, such controls were tested by Internal Auditors of the Company i.e. Grant
Thornton Bharat LLP, Chartered Accountants, independently and no reportable material weakness in the
design or operations was observed.

Internal Financial Controls have been designed to provide reasonable assurance with regards to the
recording and providing reliable financial and operational information complying with applicable Accounting
Standards.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards
notified under Section 133 of the Act read together with the Companies (Indian Accounting Standards)
Rules, 2015.

26. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, your Directors, to the best of their
knowledge and belief and according to the information and explanations obtained by them, state and
confirm that:

â¢ in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

â¢ such accounting policies as mentioned in the notes to the Financial Statements for the year ended
March 31, 2025, have been selected and applied consistently and judgments and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as on March 31, 2025, and of the profit of the Company for the year ended on that date;

â¢ proper and sufficient care has been taken 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;

â¢ the annual financial statements for the year ended March 31, 2025, have been prepared on a going
concern basis;

â¢ internal financial controls to be followed by the Company have been laid down and that the said
financial controls were adequate and were operating effectively;

â¢ proper systems to ensure compliance with the provisions of all applicable laws have been devised and
such systems were adequate and operating effectively.

27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and
Expenditure on Research & Development

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached as an ''Annexure 5'' and forms an integral part of this Annual Report.

28. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place
a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. The Company has constituted Internal Complaint Committee(s) at various locations to redress
and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted
throughout the year to create sensitivity towards ensuring a respectable workplace.

During the financial year 2024-25, no complaint pertaining to sexual harassment was received.

29. Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, your Company has complied with
the requirements of Corporate Governance. The report on Corporate Governance along with a certificate
issued by M/s. Nilesh Shah & Associates, Practicing Company Secretaries and Secretarial Auditors of the
Company, confirming compliance with Corporate Governance for the year ended March 31, 2025, forms an
integral part of this Annual Report.

30. Business Responsibility and Sustainability Reporting

As stipulated under the SEBI Listing Regulations, the Business Responsibility and Sustainability Reporting
("BRSR") describing the initiatives taken by the Company from an Environmental, Social and Governance
perspective forms an integral part of this Annual Report. BRSR is also available on the Company''s website
and can be accessed at www.sequent.in

31. Management Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis containing
Information inter-alia on industry trends, your Company''s performance, outlook, opportunities, and threats
for the year ended March 31, 2025, forms an integral part of this Annual Report.

32. Risk Management

Your Company has a risk management framework for identifying and managing risks. Additional details are
provided in the ''Management Discussion and Analysis'' Report provided in a separate section forming an
integral part of this Annual Report.

The constitution of the Risk Management Committee and details of the meetings held are disclosed in the
Corporate Governance Report for the financial year ended March 31, 2025, forming an integral part of this
Annual Report.

33. Secretarial Standards

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and
SS-2 issued by the Institute of Company Secretaries of India, relating to ''Meetings of Board of Directors'' and
''General Meetings'' respectively.

34. Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, since the closure of the financial year ended March
31, 2025 up to the date of this Report, that would affect your Company''s financial position.

35. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year
under review which would impact the going concern status of your Company and its future operations.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no instance
of onetime settlement with any Bank or Financial Institution.

36. Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attract, retain and reward
talent by providing opportunity to participate in the growth of the Company through owning equity shares.
The Company has two Employee Stock Option Schemes as below:

(a) Sequent Scientific Limited Employees Stock Option Plan 2020 ("SeQuent ESOP 2020"):

Under the SeQuent ESOP 2020, 1,85,00,000 stock options are available for grant to eligible employees.
Each option entitles the holder to apply for one equity share of the Company with a face value of '' 2
each. During FY25, 8,68,500 equity shares were allotted to eligible employees upon exercise of the
options granted under the said scheme. The Company has obtained necessary approvals from time to
time from the stock exchanges, i.e., BSE and NSE, in accordance with the SEBI Listing Regulations for
the listing of shares allotted under the said scheme.

(b) Sequent Scientific Employee Stock Option Plan 2010 ("SeQuent ESOP 2010"):

Post introduction of SeQuent ESOP 2020, no further grants are being made under SeQuent ESOP 2010. As
on March 31, 2025, no options have been vested under SeQuent ESOP 2010 and accordingly, no equity
shares have been allotted under the said scheme during the year.

Both the above schemes are in compliance with applicable regulations and a certificate from M/s. Nilesh
Shah & Associates., Practicing Company Secretaries, with respect to the implementation of the Company''s
Employee Stock Option Scheme(s), would be placed at the ensuing AGM for inspection by the Members
and confirming that the scheme(s) has been implemented in accordance with the SEBI (SBEBS) Regulations.

The details as required to be disclosed under Section 62 of the Act read with Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is available
on the website of the Company at: https://sequent.in/investor-relation/financial-overview/

37. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF)
Account

During the year under review, an amount of '' 57,657/- representing unclaimed Interim Dividend of 2017,
which had remained unpaid for a continuous period of seven years, was required to be transferred to the
Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124(6) of the Companies
Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016. The said amount has since been transferred to the IEPF.

Further, the Company is in the process of transferring 19,650 equity shares, whose dividend has not been
claimed for 7 consecutive years.

38. Acknowledgement

Your directors place on records their sincere gratitude and appreciation for the employees at all levels for
their staunch dedication and highly motivated performance across the globe, which contributed greatly to
the performance of the Company.

Your directors would like to sincerely thank all the stakeholders, medical professionals, business partners,
customers, vendors, stock exchanges, Government & Regulatory Authorities, banks, financial institutions,
analysts and shareholders for their continued assistance, co-operation, and support.

For and on Behalf of the Board of Directors
Sequent Scientific Limited

Dr. Kamal Sharma

Place: Thane Chairman

Date: May 20, 2025 (DIN : 00209430)

Mar 31, 2024

The Board of Directors presents the Company''s Thirty-Ninth Annual Report along with the Company''s Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Summary

The summarized financial performance (Standalone and Consolidated) of your Company for Financial year 2023-24 and Financial year 2022-23 is given below:

('' in millions)
Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,685.18	2,226.85	13,697.31	14,209.09
Other Income	459.80	282.42	109.57	63.9
Profit/ (Loss) before interest, depreciation and tax	193.16	18.82	723.71	183.45
Less: Finance costs	43.61	25.13	480.86	355.17
Less: Depreciation and amortisation expenses	89.40	91.95	615.40	556.93¹
Profit/(Loss) before exceptional items and tax	60.15	(97.46)	(372.55)	(728.65)¹
Exceptional items	(62.54)	-	(173.91)	(647.93)
Profit/(Loss) before tax (after exceptional items)	(2.39)	(97.46)	(546.46)	(1,376.58)¹
Tax expense / (Credit) - Current Tax	-	0.2	144.83	78.39
- Deferred tax	(13.20)	(30.94)	(389.82)	(231.96)¹
- Current tax of prior period (reversed)/ provided	4.59	(5.92)	(5.34)	(3.24)
Profit/(Loss) after tax	6.22	(60.80)	(296.13)	(1,219.77)¹
Net Profit for the year attributable to:
Owners of the Company	6.22	(60.80)	(358.69)	(1,211.59)¹
Non-controlling interest	-	-	62.56	(8.18)
* Figures are restated as per IND AS 103

2. Business Performance Review

During FY 2023-24 (FY24), on consolidated basis, your Company''s revenues stood at ''13,697.31 Million as against '' 14,209.09 Million in FY 2022-23 (FY 23). The Company posted loss after tax of '' (296.13) Million in FY24 as against loss after tax of '' (1,219.77) Million in FY23.

On a standalone basis, your Company''s revenues for FY24 stood at ''1,685.18 Million as against ''2,226.85 Million in FY23. The Company posted a profit after tax of ''6.22 Million in FY24 as against loss after tax of '' (60.80) Million in FY23.

Management''s Discussion and Analysis Report, which forms part of the Board''s Report, details the Company''s operational and financial performance for the year under review.

Business Overview:

Formulations

â¢ Expanding Our Global Footprint: We have extended our reach in Latin America by initiating sales with a new distributor in Peru and continuing registration efforts in Colombia, Chile, Ecuador, Panama, Paraguay, and Bolivia. This expands our reach and positions us for future growth in the region.

API

â¢ New Product development: Our newly launched products in the companion animal segment have garnered a favourable response from customers worldwide, indicating strong potential for future growth.

â¢ Market Expansion: Strategic efforts to broaden our presence in key markets, such as Japan, have yielded successful outcomes, strengthening our global footprint.

â¢ Expanding portfolio with existing partner/customers: We have signed master supply agreement (MSA) with key Animal Health global players and commercialization has started. The revenues are expected to grow on account of volume scale up and continued Business development efforts to expand portfolio with existing players and commercialization with new products.

â¢ WHO Approval: Our Mahad site received WHO approval, paving the way for new business opportunities

â¢ Increased Cost Competitiveness: We are enhancing our cost competitiveness in the price-sensitive emerging markets; to tackle the increasing cost competitiveness, we have implemented a systematic cost reduction programme for our top products. Our efforts have led to significant cost reductions in few of our overall products, along with a significant simplification of our supply chain.

â¢ Business with top Global Animal Health companies: Our customers are among the Top Animal Health companies globally - we are leveraging this network to expand our offering to leading Animal health companies

3. Dividend

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the company''s dividend distribution policy, has decided that it would be prudent not to recommend any Dividend for the year under review.

In accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), your Company has formulated a Dividend Distribution Policy which ensures a fair balance between rewarding its Shareholders and retaining enough capital for the Company''s future growth. This Policy is available on the Company''s website at http://www. sequent.in/pdf/policies/Sequent_Dividend_Distribution_Policy.pdf

4. Transfer to Reserves

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

5. Share Capital

As on March 31, 2024, the Authorized Share Capital of the Company was ''80,00,00,000/- divided into 40,00,00,000 equity shares of ''2/- each.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2024, was '' 49,88,66,990/- divided into 24,94,33,495 equity shares of ''2/- each.

6. Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the "Act") read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the Listing Regulations, the Consolidated Audited Financial Statements forms part of the Annual Report.

7. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2024, your Company has 20 (Twenty) Subsidiaries, out of which 14 are Wholly Owned Subsidiaries and your Company does not have any Joint Ventures/ Associate Companies.

Following are the changes in subsidiaries during the financial year ended March 31, 2024:

Name of the Subsidiary	Country	Changes during the year
Comercial Vila Vetrinaria De Lleida	Spain	Merged/amalgamated with Vila Vina Participacion, S.L w.e.f. (June 16, 2023)
Alivira France S.A.S	France	Struck off w.e.f. (March 24, 2024)

8. Accounts of Subsidiaries

In accordance with Section 129(3) of the Companies Act, 2013 (''the Act'') read with rules made thereunder, a statement providing details of performance and salient features of the Financial Statements of Subsidiaries is given in Form AOC-1 attached as "Annexure 1" forming part of this Report.

Further, in accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Audited Standalone and the Consolidated Financial Statements of the Company and the Audited Financial Statements of each of the Subsidiary Companies have been placed on the website of the Company at https://sequent.in

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://sequent.in/pdf/policies/Sequent_Policy%20on%20 Determination%20of%20Material%20Subsidiaries_2019.pdf

9. Annual Return

The draft Annual Return of the Company for FY24, is available on the Company''s website and can be accessed at https://sequent.in/investor-relations.aspx

10. Credit Rating

As on the date of this Report, the credit rating assigned by India Ratings & Research (Fitch Group) is "IND A" with outlook being "Negative" " (revised from "IND A " with outlook being "Stable") for long-term bank facilities of the Company. The said ratings signify a high degree of safety regarding the timely servicing of financial obligations.

Further, India Ratings & Research (Fitch Group) assigned the rating as "IND A1" (revised from IND A1 ) for the Company''s short-term bank facilities, which signifies strong safety regarding timely payment of financial obligations and carry the lowest credit risk.

11. Public Deposit

During the year under review, your Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

12. Directors & Key Managerial Personnel

As on March 31, 2024, the Board comprises of 9 (Nine) Directors out of which 2 (Two) Directors are Executive, 3 (Three) Directors are Non-Executive Independent including one Woman Director and 4 (Four) Directors are Non- Executive Non-Independent. All Directors are competent and experienced personalities in their respective fields. The Board is chaired by Dr. Kamal Sharma, Independent Director of the Company.

The following changes took place in the Board of Directors of the Company during the year:

â¢ Dr. Hari Babu Bodepudi (DIN: 01119678) was appointed as Additional Director (Non-Executive NonIndependent) of the Company in the Annual General Meeting. The members of the Company approved the said appointment vide an Ordinary Resolution w.e.f. 7^th August, 2023.

â¢ Mr. Gregory Andrews (DIN: 08904518) was appointed as a Director (retiring by rotation) of the Company in the Annual General Meeting. The members of the Company approved the said appointment vide an Ordinary Resolution w.e.f. 30^th August, 2023.

â¢ Mr. P.V. Raghvendra Rao, Chief Financial Officer of the Company resigned w.e.f. October 25, 2024 and Mr. Saurav Bhala was appointed as the Chief Financial Officer of the Company w.e.f. November 6, 2024.

â¢ Mr. Krunal Shah, Company Secretary of the Company resigned w.e.f. February 15, 2024 and Mr. Phillip Trott who was with the Company as AVP-Legal, Secretarial & Compliance was designated as Company Secretary of the Company w.e.f. February 16, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that:

â¢ they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

â¢ they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs.

13. Board Evaluation-

Pursuant to provisions of Schedule IV of the Act and rules made thereunder and provisions of Listing Regulations, the Company had formulated a policy called ''SeQuent Board Performance Evaluation Policy'' (the ''Policy'') for performance evaluation of the Board, its Committees, Chairperson of the Board, and other individual Directors (including Independent Directors). Based on the criteria mentioned in the Policy, your Company has prepared a questionnaire to carry out the performance evaluation of the Board, its Committees, Chairperson of the Board, and other individual Directors (including Independent Directors) on an annual basis. The questionnaire is structured to embed various parameters based on which the performance can be evaluated. Based on these criteria, the Nomination and Remuneration Committee (hereinafter referred to as "NRC") and the Board carried out annual performance evaluation of the Board, its Committees, Chairperson of the Board, and Individual Directors (including Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Nonindependent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The results of the performance evaluation were sent to the Chairman of the Board.

14. Meetings of The Board

During the year under review, 6 (Six) Board Meetings were held on May 23, 2023, August 10, 2023, September 14, 2023, November 06, 2023, February 05, 2024, and February 13, 2024. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report for the financial year ended March 31, 2024, forming an integral part of this Annual Report.

15. Company''s Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

Pursuant to Section 178 of the Act, NRC has formulated "SeQuent''s Policy on Director''s Appointment and Remuneration" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. The said policy is uploaded on the website of the Company and can be accessed at http://www.sequent.in/pdf/policies/Nomination-Remuneration-Policy_2019.pdf

The salient features of the policy are as under:

â¢ NRC to identify people who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ NRC to guide the Board in relation to the appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ NRC to evaluate the performance of the Members of the Board including Independent Directors to provide necessary information/ report to the Board for further evaluation.

â¢ NRC to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial person and create competitive advantage.

â¢ To devise a policy on Board diversity.

â¢ To develop a succession plan for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to regularly review the plan.

16. Committees of The Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Ethics and Governance Committee

The details of the Committees along with their composition, number and dates of the Meetings and attendance at the Meetings are provided in the Corporate Governance Report for the financial year ended March 31, 2024, forming integral part of this Annual Report.

17. Auditors and Auditors Report Statutory Auditors

In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting held on August 29, 2019, M/s. SRBC & CO LLP, Chartered Accountants (Firm Registration No. 324982E/ E300003) were appointed as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 34^th Annual General Meeting (AGM) till the conclusion of 39^th AGM.

The Independent Auditors'' Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2024, forms integral part of the Annual report and does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Act. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary (Certificate of Practice No: 2631) to conduct Secretarial Audit of the Company for the year ended March 31, 2024, and its unlisted material subsidiary, Alivira Animal Health Limited (Alivira).

The Secretarial Audit Report issued in Form No. MR-3 as an "Annexure 2A" and Alivira is attached "Annexure 2B" respectively to this Board''s Report.

The Secretarial Audit Report of the Company and Alivira does not contain any qualification, Reservation or adverse remark except for the Company''s non-filing of 3 e-forms and Alivira''s non filing of 2 e-forms with the Registrar of Companies during the FY 2023-24. The Company and Alivira on the date of this Report, has complied and filed the said e-forms with the Registrar of Companies.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Pursuant to Section 148(3) of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s. Kirit Mehta & Co, Practicing Cost Accountants, were appointed as the Cost Auditors of the Company for the financial year 2023-24 for conducting the audit of cost records of products and services of the Company. The Cost Audit Report for the financial year ended March 31, 2024, would be filed within the due date prescribed by law.

18. Segment

The Company operates only in a single segment, i.e. the Pharmaceuticals Segment.

19. Particulars of Employees and Related Disclosures

The statement containing particulars of employees as required to be disclosed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an ''Annexure 3'' forming part of this report except the report as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said report is open for inspection at the Registered Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at investorrelations@sequent.in.

20. Vigil Mechanism / Whistle Blower Policy

Pursuant to provisions of Section 177(9) of the Act and the Listing Regulations, the Company has established Vigil Mechanism and a Whistle Blower Policy, for the directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. It also provides adequate safeguards against the victimization of employees who avail this mechanism and none of the employees or directors have been denied access to the Audit Committee.

The Whistle blower policy can be accessed at https://sequent.in/pdf/policies/Whistle%20Blower%20Policy. pdf

21. Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in Note No.5, 6 and 45 to the Standalone Financial Statements in the Annual Report.

22. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

There were no material contracts/arrangements/transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

The Company has the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in line with the Listing Regulations and the same can be accessed at https://sequent.in/pdf/ policies/Amended%20Policy%20on%20Related%20Party%20Transactions.pdf

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note No. 45 to the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

23. Corporate Social Responsibility

The Corporate Social Responsibility Committee comprises of Dr. Kamal Sharma, Independent Director, Mr. Rajaram Narayanan, Managing Director and Chief Executive Officer and Mr. Sharat Narasapur, Joint Managing Director as its Members. Your Company has a policy on CSR and the same can be accessed at https://sequent.in/pdf/policies/CSR%20Policy.pdf

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as ''Annexure 4'' forming part of this report.

24. Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested by Internal Auditors of the Company Grant Thornton Bharat LLP independently and no reportable material weakness in the design or operations was observed.

Internal Financial Controls have been designed to provide reasonable assurance with regards to the recording and providing reliable financial and operational information complying with applicable Accounting Standards.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015

25. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

â¢ In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

â¢ Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the loss of the Company for the year ended on that date;

â¢ Proper and sufficient care has been taken 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;

â¢ The annual financial statements for the year ended March 31, 2024, have been prepared on a going concern basis;

â¢ Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

â¢ Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and Expenditure on Research & Development

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as ''Annexure 5'' forming part of this report.

27. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaint Committee(s) (ICC) at various locations to redress and resolve any complaints arising under the POSH Act. Training/awareness programs are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the quarter ended December 31, 2023, one complaint pertaining to sexual harassment was received and as on date of this Report the same has been closed.

28. Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. Nilesh Shah & Associates, Practicing Company Secretaries and Secretarial Auditors of the Company, confirming compliance of Corporate Governance for the year ended March 31, 2024, forms integral part of this Annual Report.

29. Business Responsibility and Sustainability Reporting (BRSR)

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Reporting (BRSR) describing the initiatives taken by the Company from an Environmental, Social and Governance perspective forms an integral part of this Annual Report. BRSR is also available on the Company''s website and can be accessed at www.sequent.in.

30. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Company''s performance, outlook, opportunities, and threats for the year ended March 31, 2024, forms integral part of this Annual Report.

31. Risk Management

Your Company has a risk management framework for identifying and managing risks. Additional details are provided in the ''Management Discussion and Analysis'' Report provided in a separate section forming an integral part of this Annual Report.

The constitution of the Committee and details of the meeting held are disclosed in the Corporate Governance Report for the financial year ended March 31, 2024, forming an integral part of this Annual Report.

32. Secretarial Standards

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

33. Material Changes and Commitments Affecting the Financial Position of the Company

There are no material changes or commitments affecting the financial position of your Company during the financial year 2023-24. Between the end of the financial year 2023-24 and the date of this report, Sequent Scientific Limited has pledged the entire shares of its wholly owned subsidiaries Alivira Animal Health Limited, India and Alivira Animal Health Limited, Ireland in favour of Barclays Bank PLC as security towards the financial facilities availed by Alivira Animal Health Limited, India and Alivira Animal Health Limited, Ireland for the debt restructuring process.

34. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no instance of onetime settlement with any Bank or Financial Institution.

35. Employee Stock Option Scheme

Your Company currently has 2 (Two) ESOP Schemes as under:

â¢ SeQuent Scientific Employee Stock Option Plan 2010 and

â¢ SeQuent Scientific Limited Employees Stock Option Plan 2020

The details as required to be disclosed under Section 62 of the Act read with Rule 1 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) are given in ''Annexure 6'' forming part of this report.

Both the above schemes are in compliance with applicable regulations and a certificate from M/s. Nilesh Shah & Associates., Practicing Company Secretaries and Secretarial Auditor of the Company, with respect to the implementation of the Company''s Employee Stock Option Scheme(s), would be placed at the ensuing AGM for inspection by the Members and confirming that the scheme(s) has been implemented in accordance with the SEBI (SBEBS) Regulations.

36. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF) Account

During the year under review, there were no amounts which were required to be transferred to the IEPF account by the Company pursuant to the provisions of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016.

37. Acknowledgement

Your directors place on records their sincere gratitude and appreciation for the employees at all levels for their staunch dedication and highly motivated performance across the globe, which contributed greatly to the performance of the Company.

Your directors would like to sincerely thank all the stakeholders, medical professionals, business partners, customers, vendors, stock exchanges, Government & Regulatory Authorities, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation, and support.

Strengthening Our Product Pipeline: We are also committed to developing innovative new products. Our pipeline is getting more structured with new project on Companion Animal being added to our products, further enriching our product pipeline. Additionally, our strong portfolio of Business Development projects maturing in 2024, combined with our in-house product development capabilities, fuels our optimism for growth across Europe and all our Global Formulation regions.

â¢ Phytosolutions Line: Our Phytosolution range, nutritional bio-actives based on essential oils for industrial markets in swine and poultry, has maintained its growing trend especially in markets where ALIVIRA has direct market access (Italy, Spain, Mexico and Brazil) though slightly below our expectations due to geo-political issues in Middle East. We are now entering FY25 with a reinforced team to structure better this activity especially on technical support for our customers.

Mar 31, 2023

The Board of Directors presents the Company''s Thirty-Eight Annual Report along with the Company''s Audited Financial Statements for the financial year ended March 31, 2023.

1. Financial Summary

The summarized financial performance (Standalone and Consolidated) of your Company for FY23 and FY22 is given below:

	Standalone		(Rs. in Million) Consolidated
	FY23	FY22	FY23	FY22
Revenue from Operations	2,226.85	2,196.26	14,209.09	14,128.16
Other Income	282.42	276.43	63.90	108.45
Profit/ (Loss) before interest, depreciation and	19.62	268.93	183.45	1,202.45
tax
Less: Finance costs	25.13	16.10	355.17	157.74
Less: Depreciation and amortisation expenses	91.95	95.93	556.93	515.41*
Profit/(Loss) before exceptional items and tax	(97.46)	156.90	(728.65)	529.30*
Exceptional items	-	-	647.93	-
Profit/(Loss) before tax (after exceptional	(97.46)	156.90	(1,376.58)	529.30*
items and tax)
Tax expense / (Credit) - Current Tax	0.20	25.12	78.39	257.28
- Deferred tax	(38.72)	5.20	(231.96)	(55.32)*
- Current tax of prior period (reversed)/	(5.92)	(21.41)	(3.24)	(120.30)
provided
Profit/(Loss) after tax	(60.80)	147.99	(1,219.77)	447.64*
Net Profit for the year attributable to:
Owners of the Company	(60.80)	147.99	(1,211.59)	409.55*
Non-controlling interest	-	-	(8.18)	38.09
* Figures are restated as per IND AS 103

2. Business Performance Review

During FY 2022-23 (FY23), on consolidated basis, your Company''s revenues stood at ''14,209.09 million as against ''14,128.16 million in FY 2021-22 (FY22). The Company posted loss after tax of ''1,219.77 million in FY23 as against profit after tax of ''447.64 million in FY22.

On a standalone basis, your Company''s revenues for FY23 stood at ''2,226.85 million as against ''2,196.26 million in FY22. The Company posted a loss after tax of ''60.80 million in FY23 as against profit after tax of ''147.99 million in FY22.

Business Overview:

Formulations

â¢ In Spain, Alivira launched two new bio-active products in its Phytosolutions line. The first one, Gastro Herb Plus, is designed to combat non-specific post-weaning diarrhoea in piglets. The second product, Dystop, is aimed at controlling Swine Dysentery as a replacement for EDTA.

â¢ Introduced Synchromate, a cloprostenol-based injectable hormone for cycle synchronization in gilts and cows in the European market. Synchromate is the second group launch in Europe, following the launch of Tulathromycin in FY21.

â¢ After acquiring 100% stake in Nourrie Saude e Nutrigao Animal Ltda in Brazil in February 2022, Alivira Brazil integrated this new operation into its existing structure in Campinas. Sales of Transuin continued to grow as planned, and the Company started structuring a Companion Animal team to drive commercial operations.

â¢ India formulation business performed well in FY23, achieving a revenue of ''1,055 million.

API

â¢ Filed 5 USVMF, total USVMF filings now at 29, with 18 CEP approvals.

â¢ Process validation activities for API on exclusive basis for a large animal health company has been initiated.

â¢ Addition of a new manufacturing block in Vizag replaced old equipment in critical operations with new ones to increase productivity and operational efficiency.

â¢ Expansion of R&D to build a diverse product range that includes pain management and antibacterial segments.

Management''s Discussion and Analysis Report, which forms part of the Board''s Report details the Company''s operational and financial performance for the year under review.

3. Dividend

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the Company''s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

In accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), your Company has formulated a Dividend Distribution Policy which ensures a fair balance between rewarding its Shareholders and retaining enough capital for the Company''s future growth. This Policy is available on the Company''s website at http://www.sequent.in/pdf/policies/Sequent Dividend Distribution Policy.pdf

4. Transfer to Reserves

No amount has been transferred to the Reserves during the year under review.

5. Share Capital

As on March 31, 2023, the Authorized Share Capital of the Company was ''80,00,00,000/- divided into 40,00,00,000 equity shares of ''2/- each.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2023, was ''49,88,66,990/- divided into 24,94,33,495 equity shares of ''2/- each.

During the year under review, there has been no change in the authorized share capital of your Company. Your Company had allotted 10,62,500 equity shares of ''2/- each to the employees, who have exercised stock options during the year.

Your Company has not issued any equity shares with differential voting rights or sweat equity shares. Further, your Company has not allotted any equity shares after the balance sheet date i.e. March 31, 2023.

6. Consolidated Financial Statements

7. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2023, your Company has 21 (Twenty-0ne) Subsidiaries, out of which 14 are Wholly Owned Subsidiaries and your Company does not have any Joint Ventures/ Associate Companies.

Following are the changes in subsidiaries during the financial year ended March 31, 2023:

Name of the Subsidiary	Country	Changes during the year
Nourrie Saude E Nutricao Animal Ltda	Brazil	Merged with Alivira Saude Animal Ltda w.e.f 1^st July, 2022

8. Accounts of Subsidiaries

Further, in accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein Audited Standalone and the Consolidated Financial Statements of the Company and the Audited Financial Statements of each of the Subsidiary Companies have been placed on the website of the Company at https://sequent.in/polices-financials-subsidiaries.aspx.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://sequent.in/pdf/policies/Sequent Policy%20on%20 Determination%20of%20Material%20Subsidiaries 2019.pdf

9. Annual Return

The draft Annual Return of the Company for FY23, is available on the Company''s website and can be accessed at https://www.sequent.in/.

10. Credit Rating

As on the date of this Report, the credit rating assigned by India Ratings & Research (Fitch Group) is "IND A " with outlook being "Stable" for long-term bank facilities of the Company. The said ratings signify an adequate degree of safety regarding the timely servicing of financial obligations.

Further, India Ratings & Research (Fitch Group) assigned the rating as "IND A1 " for the Company''s shortterm bank facilities, which signifies strong safety regarding timely payment of financial obligations and carry the lowest credit risk.

11. Public Deposit

During the year under review, your Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

12. Directors & Key Managerial Personnel

As on March 31, 2023, the Board comprises of 8 (Eight) Directors out of which 2 (Two) Directors are Executive, 3 (Three) Directors are Non-Executive Independent including one Woman Director and 3 (Three) Directors are Non- Executive Non-Independent. All Directors are competent and experienced personalities in their respective fields. The Board is chaired by Dr. Kamal Sharma, Independent Director of the Company.

The following changes took place in the Board of Directors of the Company during the year:

â¢ Mr. Manish Gupta (DIN: 06805265) ceased to be the Managing Director and Chief Executive Officer of the Company on April 10, 2022.

â¢ Mr. Rajaram Narayanan (DIN: 02977405) was appointed as a Managing Director and Chief Executive Officer of the Company by the Board of Directors on April 11, 2022. The Members of the Company have also approved the said appointment vide Special Resolution passed through Postal Ballot on April 09, 2022.

â¢ Mr. Rahul Mukim (DIN: 06996915) ceased to be the Director of the Company w.e.f December 06, 2022. The Company has received declarations from all the Independent Directors of the Company confirming that:

â¢ they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

â¢ they have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs.

Mr. Tushar Mistry ceased to be the Chief Financial Officer of the Company w.e.f May 31, 2022.

Mr. P.V. Raghavendra Rao, was appointed as the Chief Financial Officer of the Company w.e.f July 25, 2022.

As on date, the Key Managerial Persons of the Company are Mr. Rajaram Narayanan, Managing Director & Chief Executive Officer, Mr. Sharat Narasapur, Joint Managing Director, Mr. P.V. Raghavendra Rao, Chief Financial Officer and Mr. Krunal Shah, Company Secretary.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Gregory Andrews, Director of the Company, shall retire by rotation at the ensuing AGM. The Board of Directors has recommended his re-appointment.

13. Board Evaluation

(hereinafter referred to as "NRC") and the Board carried out annual performance evaluation of the Board, its Committees, Chairperson of the Board, and Individual Directors (including Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Nonindependent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The results of the performance evaluation were sent to the Chairman of the Board.

14. Meetings of The Board

During the year under review, 5 (Five) Board Meetings were held on May 25, 2022, July 15, 2022, August 08, 2022, November 07, 2022, and February 14, 2023. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report for the financial year ended March 31, 2023, forming an integral part of this Annual Report.

15. Company''s Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

Pursuant to Section 178 of the Act, NRC has formulated "SeQuent''s Policy on Director''s Appointment and Remuneration" which deals inter-alia with appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company. The said policy is uploaded on the website of the Company and can be accessed at http://www.sequent.in/pdf/policies/Nomination-Remuneration-Policy 2019.pdf

The salient features of the policy are as under:

â¢ NRC to identify people who are qualified to become Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ NRC to guide the Board in relation to the appointment, retention and removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ NRC to evaluate the performance of the Members of the Board including Independent Directors to provide necessary information/ report to the Board for further evaluation.

â¢ NRC to recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

â¢ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial person and create competitive advantage.

â¢ To devise a policy on Board diversity.

â¢ To develop a succession plan for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to regularly review the plan.

16. Committees of The Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Ethics and Governance Committee

17. Auditors and Auditors Report Statutory Auditors

The Independent Auditors'' Report on Standalone and Consolidated Financial Statements for the year ended March 31, 2023, forms integral part of the Annual report and does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter.

The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Act. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary (Certificate of Practice No: 2631) to conduct Secretarial Audit of the Company for the year ended March 31, 2023, and its unlisted material subsidiary, Alivira Animal Health Limited (Alivira).

The Secretarial Audit Report issued in Form No. MR-3 as an "Annexure 2A" and Alivira is attached "Annexure 2B" respectively to this Board''s Report.

The Secretarial Audit Report of the Company and Alivira does not contain any qualification, reservation, or adverse remark.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

Pursuant to Section 148(3) of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s. Kirit Mehta & Co, Practicing Cost Accountants, were appointed as the Cost Auditors of the Company for FY23 for conducting the audit of cost records of products and services of the Company. The Cost Audit Report for the financial year ended March 31, 2023, would be filed within the due date prescribed by law.

The remuneration proposed to be paid to the Cost Auditors for the financial year 2023-24, forms part of the Notice of the ensuing AGM for ratification by the Shareholders.

18. Segment

The Company operates only in a single segment, i.e. the Pharmaceuticals Segment.

19. Particulars of Employees and Related Disclosures

20. Vigil Mechanism / Whistle Blower Policy

Pursuant to provisions of Section 177(9) of the Act and the Listing Regulations, the Company has established Vigil Mechanism and a Whistle Blower Policy, for the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct. It also provides adequate safeguards against the victimization of employees who avail this mechanism and none of the employees or directors have been denied access to the Audit Committee.

The Whistle blower policy can be accessed at https://sequent.in/pdf/policies/Whistle%20Blower%20Policy.pdf

21. Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in Note No.5, 6, 30 and 45 to the Standalone Financial Statements in the Annual Report.

22. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

There were no material contracts/arrangements/transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

The Company has the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in the line with the Listing Regulations and the same can be accessed at https://www.sequent. in/pdf/policies/Amended%20Policy%20on%20Related%20Party%20Transactions.pdf

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note No. 45 to the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

23. Corporate Social Responsibility

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as an ''Annexure 4'' forming part of this report.

24. Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested by PricewaterhouseCoopers Services LLP, Internal Auditors of the Company, and Grant Thornton Bharat LLP independently and no reportable material weakness in the design or operations was observed.

Internal Financial Controls have been designed to provide reasonable assurance with regards to the recording and providing reliable financial and operational information complying with applicable Accounting Standards.

25. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

â¢ in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

â¢ such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2023 have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the loss of the Company for the year ended on that date;

â¢ proper and sufficient care has been taken 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;

â¢ the annual financial statements for the year ended March 31, 2023, have been prepared on a going concern basis;

â¢ internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

â¢ proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and Expenditure on Research & Development

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as an ''Annexure 5'' forming part of this report.

27. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) at various locations to redress and resolve any complaints arising under the POSH Act. Training/awareness programmes were conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

During the year under review, no complaints pertaining to sexual harassment were received and no complaints were pending as on March 31, 2023.

28. Corporate Governance Report

29. Business Responsibility and Sustainability Reporting (BRSR)

30. Management Discussion and Analysis

31. Risk Management

Your Company has a risk management framework for identifying and managing risks. Additional details are provided in the ''Management Discussion and Analysis'' Report provided in a separate section forming an integral part of this Annual Report.

The constitution of the Committee and details of the meeting held are disclosed in the Corporate Governance Report for the financial year ended March 31, 2023, forming an integral part of this Annual Report.

32. Secretarial Standards

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

33. Material Changes and Commitments Affecting the Financial Position of the Company

There were no material changes or commitments affecting the financial position of your Company between the end of FY23 and the date of this report.

34. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There were no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (''IBC ) nor any proceeding is pending under IBC and there was no instance of onetime settlement with any Bank or Financial Institution.

35. Employee Stock Option Scheme

Your Company currently has 2 (Two) ESOP Schemes as under:

â¢ SeQuent Scientific Employee Stock Option Plan 2010 and

â¢ SeQuent Scientific Limited Employees Stock Option Plan 2020

36. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF) Account

37. Acknowledgement

Your directors place on records their sincere gratitude and appreciation for the employees at all levels for their staunch dedication and highly motivated performance across the globe, which contributed greatly to the performance of the Company.

Your directors would like to sincerely thank all the stakeholders, medical professionals, business partners, customers, vendors, stock exchanges, Government & Regulatory Authorities, banks, financial institutions, analysts and shareholders for their continued assistance, co-operation, and support.

Mar 31, 2018

Board''s Report

Dear Members,

We hereby present the 33^rd Annual Report of your Company along with the audited financial statements for the financial year ended 31 March 2018.

1. Financial Summary

The financial performance of the Company for the financial year ended 31 March 2018 is given below:

(Rs, in million)

Particulars	Standalone		Consolidated
Particulars	2017-18 1,072.36 242.69 58.83 3.92 36.67	2016-17	2017-18 8,494.48 165.81 995.61 330.69 413.43	2016-17
Revenue from operations		945.33		6,890.06
Other income		190.67		110.77
Profit/(loss) from continuing operations before interest, depreciation tax & exceptional items		(114.91)		540.22
Less: Interest		4.23		283.40
Less: Depreciation and amortisation expenses		32.52		400.73
Profit/(loss) from continuing operations before tax & exceptional items	18.24 11.61	(151.66)	251.49 15.04	(143.91)
Exceptional items	18.24 11.61	-	251.49 15.04	-
Profit/(loss) before tax from continuing operations	6.63 28.67	(151.66)	236.45 134.57	(143.91)
Tax expense	6.63 28.67	-	236.45 134.57	(5.27)
Profit/(loss) from continuing operations after tax	(22.04) 170.74 3,915.37	(151.66)	101.88 105.47 4,100.95	(138.64)
Profit/(loss) from discontinued operations		151.54		(24.09)
Gain on demerger of Human API operations		-		-
Tax expense of discontinued operations		-		1.14
Profit / (loss) from discontinued operations after tax	4,086.11	151.54	4,206.42	(25.23)
Profit / (loss) for the year	4,064.07	(0.12)	4,308.30	(163.87)
Other comprehensive income	(3.73) (1,419.54)		8.25 (1,419.54) 24.47 (0.36)
Re-measurements on defined benefits plans		0.70		(1.44)
Fair value gain / (loss) from investment in equity instruments		33.91		33.91
Exchange differences on translation of foreign operations		-		(34.85)
Exchange differences on net investment in foreign operations		-		(40.79)
Total other comprehensive income for the year	(1,423.27)	34.61	(1,387.18)	(43.17)
Total comprehensive income for the year	2,640.80	34.49	2,921.12	(207.04)

2. Business Performance Review

During the year, the Company positioned itself as a pure-play animal health company. At a strategic level, we made considerable progress in FY18 by executing our long-term strategy of becoming a global Animal Health player with successful integration of the various acquisitions globally over last 18 months. Our next level of growth will be driven by the commercialisation of our R&D products, both APIs and formulations.

During the financial year 2017-18, on a standalone basis, your Company''s revenues stood at Rs, 1315.05 million as against Rs, 1,136.00 million in 2016-17. The Company posted an EBITDA of Rs, (184.14) million in the year 2017-18 as against Rs, (305.58) million in 2016-17. The Company made a net profit of Rs, 4,064.07 million.

On a consolidated basis, your Company''s revenue for the year 2017-18 stood at Rs, 8,494.48 million as against Rs, 6,890.06 million in the financial year 2016-17. The Company posted an EBITDA of Rs, 871.00 million as against Rs, 578.32 million in 2016-17. EBITDA margin during the year stood at 10.3%, up by 190 bps over previous year.

A detailed analysis on the Company''s operational and financial performance for the year is covered under ''Management''s Discussion and Analysis Report'' which forms part of the Annual Report.

Business Overview

- India''s only FDA approved API manufacturing facility in Vizag

- USFDA approved facility for foray into United States -the largest animal health market - Key growth driver

- Strong presence in Europe, LATAM, Turkey, India, Africa & South East Asia

- Global R&D approach with localised manufacturing capabilities in regulatory geographies

- Recent foray into France & Ukraine

- Established relationship with top 10 veterinary companies with a steady customer base across US, Europe, LATAM & India

- Wide range of products, predominantly in Anthelmintics & emerging NSAID portfolio

Corporate Actions

De-merger of Human API

- During the financial year 2016-17, the Board of Directors of the Company approved a Composite Scheme of Arrangement (Scheme) between Strides Shasun Limited, the Company and Solara Active Pharma Sciences Limited wherein the Company''s human API business was proposed to be de-merged to Solara Active Pharma Sciences Limited with an appointed date of 1 October 2017. The Scheme envisaged issue of 1 equity share of '' 10/- each of Solara Active Pharma Sciences Limited for every 25 equity shares of '' 2/- each held in the Company.

- The shareholders through postal ballot /evoting and also at the National Company Law Tribunal (NCLT) convened meeting held on 26 December 2017 approved the Scheme. The Scheme was also approved by the Mumbai Bench of NCLT on 9 March 2018 and orders were issued on 22 March 2018.

Solara Active Pharma Sciences Limited issued shares to the shareholders of the Company on 11 April 2018. The equity shares of Solara were listed on BSE Limited and National Stock Exchange of India and commenced trading on June 27, 2018.

3. Dividend

The Board of Directors of your Company had approved payment of an interim dividend @ 10% on equity share of '' 2 each (''0.20 per equity share) which was declared in the month of November 2017 and same was paid in first week of December 2017. The Board is not recommending any final dividend and the interim dividend of '' 0.20 per equity share be treated as the final dividend for the financial year 2017-18.

In accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), your Company has formulated a dividend distribution policy which ensures a fair balance between rewarding its Shareholders and retaining enough capital for the Company''s future growth. This Policy is available on the Company''s website: www.sequent.in.

4. Transfer to reserves

During the financial year, the Company has not made any transfer to the reserves.

5. Share Capital

As on date, the authorized share capital of the Company is Rs, 500,000,000/- divided into 250,000,000 equity shares of Rs, 2/- each.

The issued, subscribed and paid up equity capital of the Company as on date is Rs, 487,472,390 divided into 243,736,195 equity shares of Rs, 2/- each.

During the year ended 31 March 2018, the Company has not allotted any equity shares.

The Company has not allotted equity shares after the balance sheet date i.e. 31 March 2018.

6. Subsidiaries

As at 31 March 2018, the Company has 21 subsidiaries, out of which 7 Companies are wholly owned subsidiaries and the Company does not have any joint ventures/ associate companies.

Changes in subsidiaries during the financial year ended 31 March 2018:

Alivira France	Alivira Animal Health Limited acquired majority stake in "Alivira Franceâ through its subsidiary Alivira Animal Health Limited (Ireland)
SeQuent Global	Ceased to be a subsidiary with effect
Holdings Limited	from 6 April 2017
SeQuent Scientific	Ceased to be a subsidiary with effect
Pte Limited	from 8 January 2018

Note: Bremer Pharma GMBH was acquired on 17 April 2018 by Alivira Animal Health Limited, Ireland a subsidiary of Alivira Animal Health Limited.

Accounts of Subsidiaries

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which forms part of the Annual Report. Statement containing salient features of the financial statements of Company''s subsidiaries, joint ventures and associate companies as required in Form AOC-1 is enclosed as annexure 1 to this report.

The audited consolidated accounts and cash flow statement, comprising of the Company and its subsidiaries form part of this report. The Auditors Report on the audited consolidated accounts is attached and the same is unqualified.

Further financial statements together with related reports and information of each of the subsidiary companies of the Company have been placed on the website of the Company www.sequent.in.

7. Annual Return

Extract of Annual Return in terms of section 92(3) of the Companies Act, 2013 in Form MGT- 9 is enclosed as annexure 2 to this Report.

8. Public Deposit

During the financial year 2017-18, the Company has not accepted or renewed any public deposits in terms of sections 73 and 74 of the Companies Act, 2013 and rules framed thereunder.

9. Board of Directors & Key Managerial Personnel

Board Composition

As on 31 March 2018, the Board comprises of 7 Directors consisting of 2 Executive Directors,

2 Non-executive Directors and 3 Independent Directors. Chairman of the Board is an Independent Director.

Mr. KEC Rajakumar (DIN: 00044539) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profile of Mr. KEC Rajakumar is given in the corporate governance report which forms part of this report.

Your director recommended their appointment/ reappointment to the members of the Company.

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

As on date the Company has the following Key Managerial Personnel:

- Mr. Manish Gupta - Managing Director (DIN: 06805265)

- Mr. Sharat Narasapur - Joint Managing Director (DIN: 02808651)

- Mr. Tushar Mistry - Chief Financial Officer

- Mr. Krupesh Mehta - Company Secretary

The Company has received necessary declarations from Independent Director(s) that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

10. Meetings of the Board

During the year ended 31 March 2018, 4 (Four) Board Meetings were held. These meetings were

held on May 23, 2017, August 3, 2017, November 9, 2017 and February 9, 2018.

11. Policy on Directors Appointment and Remuneration

The Directors of the Company are appointed by members at the General Meetings of the Company.

As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015.

The Nomination and Remuneration Committee has adopted a policy namely SeQuent Policy on Nomination and Remuneration ("the Policy") in adherence to Section 178(3) of the Companies Act, 2013 read with the rules and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy shall act as a guideline on matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and other employees of the Company. The policy is given as annexure 3 to this report.

12. Evaluation of Board of Directors

Pursuant to provisions of schedule IV of the Companies Act, 2013 and rules thereto and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy called as SeQuent Board Performance Evaluation Policy ("the Policy"). Based on this the Company has prepared a questionnaire to carry out the evaluation of performance of every Director including the Independent Directors at regular intervals and at least on an annual basis.

The questionnaire is structured to embed various parameters based on which the performance of a Board can be evaluated. Customised questionnaires are formulated for evaluating Independent Directors, Non-Executive Directors, Whole-time Directors, Chairperson of the Board and the Board, as a whole.

Based on the policy the evaluation was conducted by the Company.

Detailed data on composition of Board of Directors, Committees of Board of Directors, meeting details, charter for each committee and attendance details forms part of the Corporate Governance Report.

13. Audit Committee

The composition of Audit Committee of the Company is given below:

- Dr. Gopakumar G Nair - Chairman

- Dr. Kausalya Santhanam - Member

- Mr. Narendra Mairpady- Member

All the recommendations given by the Audit Committee were accepted by the Board of Directors of the Company.

14. Auditors Statutory Auditors

At the Annual General Meeting held on 29 September 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm''s Registration Number: 008072S) were appointed as Statutory Auditors of the Company for a period of 5 years from 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting.

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended 31 March 2018.

Reporting of Fraud

None of the Auditors have reported any frauds as specified as specified under Section 143 of the Companies Act, 2013 (including and statutory modification or re-enactment for the time being in force).

Cost Auditor

Pursuant to section 148(1), the Company needs to maintain cost records and accordingly your Company has made and maintained cost audit record.

Pursuant to section 148(3) and Companies (Cost records and audit) Rules, 2014, M/s. Kirit Mehta & Co, practicing Cost Accountants, were appointed as the cost auditor for the financial year 2017-18. The Cost Audit Report for the financial year ended would be filed within the due date prescribed by law.

The remuneration proposed to be paid to the Cost Auditor forms part of the Notice of the Annual General Meeting for the approval for the Shareholders. The Board recommends the same for approval of the Members at the ensuing Annual General Meeting.

Secretarial Audit Report

Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nilesh Shah, Practicing Company Secretary (Certificate of Practice No: 2631) to carry out the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed as annexure 4 to this Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

15. Particulars of Employees

The statement containing particulars of employees as required under section 197(12) of the Companies

Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as an annexure 5 forming part of this report except the report as per rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. In terms of section 136 of the Companies Act, 2013, the said report is open for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

16. Vigil Mechanism / Whistle Blower Policy

Pursuant to provisions of section 177(9) of the Companies Act, 2013 and Listing Regulations, the Company has established Whistle Blower Policy, for the directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company''s code of conduct.

It also provides adequate safeguards against the victimisation of employees who avail this mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Board amended the existing Whistle Blower Policy to extend the applicability of the Policy to all the stakeholders of the Company and incorporate the applicable provisions of the listing regulations in the policy and confirm that no personnel have been denied access to the Audit Committee.

17. Particulars of loans, guarantees or investments by the Company

Details of loans, Guarantees and Investments, covered under the provisions of section 186 of the Act are given in the notes to the financial statements.

18. Particulars of Contracts or Arrangements with Related Parties

All the transactions entered with related parties are in the ordinary course of business and on arm''s length basis.

Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

The particulars of material contracts or arrangements with related parties referred to in Section 188(1), as prescribed in form AOC-2 of the rule 8(2) of Companies (Accounts) Rules, 2014 is given as an annexure 6.

All transactions with the related parties are disclosed in Note 45 to the financial statements in the Annual Report.

19. Corporate Social Responsibility

As per section 135(1), the Company has constituted a Corporate Social Responsibility Committee comprising of Mr. Manish Gupta, Dr. Gopakumar G Nair and Dr. Kausalya Santhanam as its members. The Company has adopted a policy on corporate social responsibility.

The disclosure as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure 7 of this report.

20. Risk Management

The Company has a risk management framework for identifying and managing risks. Additional details are provided in the ''Management Discussion and Analysis'' report forming part of this report.

Internal Financial controls

The Company has in place adequate Internal Financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

Internal Financial controls have been designed to provide reasonable assurance with regard to the recording and providing reliable financial and operational information complying with applicable Accounting Standards.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015.

21. Significant and material orders passed by the Regulators or Courts or Tribunals

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

22. Directors'' Responsibility Statement

In accordance with section 134(5) of the Companies Act, 2013, the Directors of your Company to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings/ Outgo and Research & Development

The particulars as prescribed under section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as an Annexure 8 to this Report.

24. Policy on prevention of Sexual Harassment at work place

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal)

Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All permanent employees of the Company and that of its subsidiaries are covered under this policy.

25. Corporate Governance

The Company has complied with all the mandatory requirements of corporate governance specified by the Securities and Exchange Board of India ("SEBI") through and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations"). As per regulation 34(3) and schedule V of the regulations, a separate report on corporate Governance forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance requirements as stipulated in the regulations and listing agreement entered with stock exchange also forms part of the Annual Report.

The confirmation from Mr. Manish Gupta, Managing Director, regarding compliance with the code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

26. Management Discussion and Analysis

Pursuant to regulation 34 (3) and schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis on the Company''s operational and financial performance for the year is covered under a separate section Management Discussion and Analysis Report which forms part of this Annual Report.

27. Employee Stock Option Scheme

The Company has formulated an employee stock option plan titled "SSL ESOP Scheme 2010 " (the "ESOP 2010") in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the "SEBI ESOP Guidelines") and the scheme is administered through a trust. During the year the Nomination and Remuneration Committee has granted 50,000 options to identified employees and 189,200 options lapsed due to resignation of employees. As at 31 March 2018, 24,41,000 Stock options are outstanding.

The ESOP scheme of the Company is in Compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Further disclosure under section 62 of the Companies Act, 2013 read with rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Sha

Based Employee Benefits) Regulations, 2014 given as an annexure 9 to this report.

28. Transfer of Equity Shares of the Company to the Investor Education and Protection Fund (IEPF) Account

Section 124(6) of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority) Accounting, Audit, Transfer and Refund), Rules, 2016 for transfer of unclaimed dividend and transfer of Shares to IEPF in respect of which dividend remains unclaimed for seven consecutive years. The Company has also published Notices in newspapers and sent individual communication to the concerned shareholders at their registered address whose shares are liable to be transferred to IEPF. Kindly note that the Company has transferred unclaimed Shares to IEPF.

Shareholders/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in).

29. Appreciation

Your Directors place on record their sincere gratitude and place on record their appreciation for all the employees at all levels for their staunch dedication and highly motivated performance across the globe which contributed greatly for persistent performance of the company.

Your Directors also sincerely thank all the stakeholders, medical professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.

Note: The information given herein above is as on 31 March 2018, unless otherwise stated.

For and on behalf of the Board of Directors

Place: Mumbai Dr. Gopakumar G Nair

Date: 09 August 2018 Chairman

Mar 31, 2017

BOARDâS REPORT

Dear Members,

The Directors are pleased to present the Thirty second Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2017.

1. FINANCIAL SUMMARY

The Financial Performance of the Company (Standalone) for the Financial Year ended March 31, 2017 is given below:

(Rs, in million)

Particulars	2016-17	2015-16
Total revenue	3,922.13	4,086.71
Other income	200.94	155.53
Profit/ (loss) before interest and depreciation tax	335.16	510.78
Less : Interest	83.60	164.42
Less : Depreciation and amortisation expenses	251.68	241.80
Profit/(loss) before tax	(0.12)	104.56
Tax Expenses - Current tax	_-	_-
- Deferred tax	-	0.69
Profit/(loss) after tax	(0.12)	103.87

2. BUSINESS PERFORMANCE REVIEW

During the financial year 2016-17, on a standalone basis, your Company''s revenues stood at Rs, 3922.13 Million as against Rs, 4086.71 Million in 2015-16. The Company posted an EBITDA of Rs, 134.22 Million in the year as against Rs, 355.25 Million in 2015-16. The Company made a net loss of Rs, 0.12 Million.

On a consolidated basis, your Company''s revenue for the year 2016-17 stood at Rs, 9150.81 Million as against Rs, 6214.10 Million in 2015-16. The Company posted an EBITDA of Rs, 881.35 Million for the year 2016-17 as against Rs, 551.77 Million in 2015-16. On a consolidated level, the Company made a loss of Rs, 163.87 Million.

Business Overview

1. Human API

k. Successful EDQM inspection at our facility in Mahad

k. Filings - 7 CEPs, 3 USDMFs, 1 WHO

2. Animal Health

- Vizag facility becomes India''s 1st USFDA approved Animal Health API facility

k. Forayed into vaccines with IDT Biologika, Germany for marketing vaccines in India

k. Successfully integrated operations of acquired

businesses in Brazil (Evance), Spain & Mexico (Karizoo)

k. Transitioned business in Turkey to new GMP regime

k. Forayed into Ukraine and initiated product trials

k. Expanded to 5 new countries taking the total footprint to 95 countries

k. Launched 3 new formulations in Europe & 28 products across other key markets

2.1 R&D

k. Initiation of global formulations R & D program in animal health business,5 projects across Spain and India

k. Filed 2 CEPs and 6 US VMFs for key APIs

k. Received 20 product registrations in EU countries & 41 in emerging markets

k. Filed 52 products in emerging market

CORPORATE ACTIONS

The Board of Directors at their Meeting held on February

3, 2017 had approved in-principle demerger of Human API Business and divesting Women Healthcare business to focus on Alivira (Integrated Animal Healthcare business) for disproportionate value creation.

Having reviewed the strategic success in building Alivira as India''s largest veterinary company with annual run-rate revenues of US $ 120 million (~? 800 crores) along with future opportunities therein, the Board felt that the Management of Sequent should focus on animal healthcare and free up management time and capital from the other two businesses.

De-Merger of Human API business:

- Sequent''s Human API business primarily driven out of its Mangalore, Mahad and Mysore facilities contribute ~ 27% of the top-line on a consolidated basis.

k. While the differentiated business model of focusing on old, small volume molecules make the business highly profitable, with annualized revenue of 300 crores, the business is subscale. Also, being a B2B business, it needs a differentiated strategic direction to grow and deliver value.

- Further, the ever-evolving regulatory landscape exposes its business from concentration risk at one USFDA approved plant

k. The Board felt the need for Management to focus on scaling up Alivira business and to this direction, it was decided to divest the Human API business which though profitable, will require significant CapEx to build scale and exigencies.

k. As part of the Scheme of Arrangement, the commodity API business of Strides Shasun Limited, a promoter group Company, is also proposed to be carved out into Solara Active Pharma Sciences Limited, (SAPS) thereby providing critical size to this business.

k. This combination will catapult SAPS to be one of the largest standalone API companies in the country supplying commodity and niche APIs globally. The business will create value for its stakeholders with its differentiated strategy and highly compliant manufacturing facilities.

k. The Newly formed API Company will have five manufacturing sites having key global regulatory approvals.

On March 20, 2017, based on the recommendation of the Audit Committee, the Board of Directors approved

a Composite Scheme of Arrangement to be entered into between the Company, Strides Shasun Limited (''Strides'') and Solara Active Pharma Sciiences Limited (SAPS) and their respective shareholders and Creditors (the ''Scheme'') under Sections 230-232 of the Companies Act, 2013 for the purposes of effecting the said demerger. The Board of Directors also approved the share entitlement ratio of one equity shares of Rs, 10/- each of SSL for every 25 equity shares of Rs, 2/- each held by them in Sequent. S.R. Batliboi & Co. and Pricewaterhouse & Co. LLP provided a joint valuation report on the share entitlement ratio, while Key Note Corporate Services Limited provided the fairness opinion in relation to the aforesaid share entitlement ratio.

The salient features of the Scheme are:

a) The equity shares of SAPS will be listed in the BSE Limited and the National Stock Exchange of India Limited.

b) Every shareholder of Strides will get one equity shares of Rs, 10/- each of SAPS for every six equity shares of Rs, 10/- each held by them in Strides.

c) Every shareholder of the Company will get one equity shares of Rs, 10/- each of SAPS for every 25 equity shares of Rs, 2/- each held by them in the Company.

d) The appointed date for the Demerger will be October 1, 2017

e) Based on the recommended Share Entitlement Ratio, Strides shareholders and Sequent shareholders will hold 60% and 40% respectively of SAPS

f) The Scheme is subject to statutory approvals including from the shareholders and creditors of the Company, Strides and SAPS, Stock Exchanges where the shares of Strides and Sequent are listed, the Securities and Exchange Board of India, National Company Law Tribunal and the Competition Commission of India.

As on date, the Company has received approval from Competition Commission of India,

Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited.

The Company is in the process of making an application to National Company Law Tribunal.

Divestment of NAARI

NAARI was acquired by the Company in January 2016, which is a vertically integrated steroid and hormone manufacturer specialising in high actives and complex chemistry. During the tenure, the Company had completed the first phase of re-orienting the business towards regulated markets with the first filings made both for US and EU markets. However, NAARI business requires significant investments for next three years in ramping up the R&D program/capacities.

In view of the above and the further requirement of cost in the NAARI, the Board considered a proposal received from a Promoter Group Company for buying the entire stake held by the Company in NAARI for a consideration of Rs, 110,000,000 (Rupees Eleven crores)

The Company has already obtained shareholders approval through postal ballot on March 22, 2017. Definitive agreements have been entered into with the Buyer and the transaction is expected to achieve closure in Q2 of FY 2018.

3. DIVIDEND

The Board of Directors of the Company have not recommended any dividend for the financial year March 31, 2017 (Previous Year; Nil per equity share).

balance between rewarding its Shareholders and retaining enough capital for the Company''s future growth. This Policy is available on the Company''s website: www.Sequent.in.

4. TRANSFER TO RESERVES

During the Financial Year , the Company has not made any transfer to the reserves.

5. SHARE CAPITAL

As on date, the authorized share capital of the Company is Rs, 500,000,000 divided into 250,000,000 equity shares of Rs, 2 each.

The issued, subscribed and paid up equity capital of the Company as on date is Rs, 487,472,390 divided into 243,736,195 equity shares of Rs, 2 each.

During the year ended March 31, 2017, the Company has allotted equity shares as under:

Date of allotment

No. of Shares

Allottee

category

Remarks

Issue

price

September

5,500,000

Promoter

Rs, 95

23, 2016

Group

Entities

conversion

convertible

warrants

The Company has not allotted equity shares after the balance sheet date i.e. March 31, 2017.

6. SUBSIDIARIES

As at March 31, 2017, the Company has 24 subsidiaries, out of which 11 Companies are wholly owned Subsidiaries and the Company does not have any Joint Ventures / Associate Companies.

Changes in subsidiaries during the financial year ended March 31, 2017:

Alivria Saude Animal Health, Brazil Participacoes LTDA, Brazil	Alivira Animal Health Limited, India, a wholly owned subsidiary of the Company acquired 100% stake in Alivira Saude Animal Health, Brazil Participacoes LTDA, Brazil through its subsidiary Alivira Animal health Limited , Ireland.
Interchange Veterinaria Industrial E	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
Comercia S.A., Brazil (Interchange).	Company acquired 70% stake in Interchage, Brazil through its subsidiary
Vila Vina Participacions S.L., Spain	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
(Vila Vina)	Company acquired 60% stake in Vila Vina, Brazil through its subsidiary
Laboratorios, Karizoo S.A, Spain	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
(âKarizoo S.Aâ)	Company acquired 60% stake in Karizoo S.A, Spain through its subsidiary Vila Vina (Spain).
Comercial Vila Veterinaria DE Lledia	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
S.L. Spain (âCoomercial Vinaâ)	Company acquired 60% stake in âCommercial Vinaâ, Spain through its subsidiary Vila Vina (Spain)â.
Phytotherapic Solutions S.L. Spain	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
(âPhytotherapicâ)	Company acquired 60% stake in âPhytotherapicâ through its subsidiary Vila Vina (Spain).
Labaratorios Karizoo, S.A. D.E C.V.	Alivira Animal Health Limited, India, a wholly owned subsidiary of the
Mexico (âKarizoo Mexicoâ)	Company acquired 60% stake in âKarizoo Mexicoâ through its subsidiary Vila Vina (Spain).
Alivira UA Limited	Alivira Animal Health Limited incorporated Alivira UA Limited on September 30, 2016

Accounts of Subsidiaries

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of Company''s subsidiaries, joint ventures and associate companies as required in Form AOC-1 is enclosed as Annexure 1 to this Report.

The Audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors Report on the Audited Consolidated Accounts is attached and the same is unqualified.

Further financial statements together with related reports and information of each of the subsidiary companies of the Company have been placed on the website of the Company www.Sequent.in.

7. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in terms of Section 92(3) of the Companies Act, 2013 in Form MGT- 9 is enclosed as Annexure 2 to the Directors'' Report.

8. PUBLIC DEPOSIT

During the financial year 2016-17, the Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Companies Act, 2013 and rules framed there under.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board Composition

As on March 31, 2017, the Board comprises of 7 Directors consisting of 2 Executive Directors, 5 Non-

Sr. No.	Name of Director	Designation	Date of Appointment / Resignation /Retirement
Resignation / Retirement
1.	Dr. Gautam Kumar Das	Joint Managing Director	January 07, 2017
2.	Mr. Kannan P R	Chief Financial Officer	February 10, 2017
3.	Mr. Preetham Hebbar	Company Secretary	February 10, 2017
Appointment
1.	Mr. Sharat Narasapur	Joint Managing Director	January 08, 2017
2.	Mr. Tushar Mistry	Chief Financial Officer	February 11, 2017
3.	Mr. Krupesh Mehta	Company Secretary	February 11, 2017

executive Directors out of whom 3 are Independent Directors. Chairman of the Board is an Independent Director.

Dr. Gautam Kumar Das retired from post of Joint Managing Director with effect from January 07, 2017 and Mr. Sharat Narasapur (DIN: 02808651) was appointed as Joint Managing Director w.e.f January 08, 2017 for a period of 3 years.

Dr. S Devendra, Director (DIN: 00050440) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profiles of Dr. S Devendra and Mr. Sharat Narasapur are given in the corporate governance report which forms part of this report.

Your directors recommend their appointment/ reappointment to the members of the Company.

As on date the Company has the following Key Managerial Personnel:

- Mr. Manish Gupta - Managing Director (DIN: 06805265)

- Mr. Sharat Narasapur - Joint Managing Director (DIN: 02808651)

- Mr. Tushar Mistry - Chief Financial Officer

- Mr. Krupesh Mehta - Company Secretary

During the year, the following changes took place in Key Managerial Personnel of the Company.

Your Company has received necessary declarations from Independent Director(s) of the Company that they meet the criteria of independence laid down in Section 149 of the Companies Act, 2013.

10. MEETINGS OF THE BOARD

During the year ended March 31, 2017, 7 (Seven) Board Meetings were held. These meetings were held on April 4, 2016, May 14, 2016, August 12, 2016, November 10, 2016, February 3, 2017, February 10, 2017 and March 20, 2017.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Directors of the Company are appointed by Members at the General Meetings of the Company.

The appointment and tenure of Independent Directors are governed by the provisions of the Companies Act, 2013 read with the rules thereto and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015.

The Nomination and Remuneration Committee at its meeting held on July 30, 2015 has adopted a policy namely Sequent Policy on Nomination and Remuneration (âthe Policyâ) in adherence to Section 178(3) of the Companies Act, 2013 read with the rule thereto and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy shall act as a guideline on matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and other employees of the Company. The policy is given as Annexure 3 in this report.

12. EVALUATION OF BOARD OF DIRECTORS

Pursuant to provisions of Schedule IV of the Companies Act, 2013 and rules thereto and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy called as Sequent Board Performance Evaluation Policy (âthe Policyâ). Based on this the Company has prepared a questionnaire to carry out the evaluation of performance of every Director including the Independent Directors at regular intervals and at least on an annual basis.

The questionnaire is structured to embed various parameters based on which the performance of a Board can be evaluated. Customized questionnaires are formulated for evaluating Independent Directors

Non-Executive Directors, Whole-time Directors, Chairperson of the Board and the Board, as a whole.

Based on the policy the evaluation was conducted by the Company.

Detailed data on composition of Board of Directors, Committees of Board of Directors, Meeting details, charter for each committee and attendance details forms part of the Corporate Governance Report.

13. AUDIT COMMITTEE

The Composition of Audit Committee of the Company is given below:

- Dr. Gopakumar G Nair - Chairman

- Dr. Kausalya Santhanam - Member

- Mr. Narendra Mairpady- Member

Board of the Company has accepted all recommendations given by the Audit Committee.

14. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Nilesh shah, Practicing Company Secretary to carry out the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexed as Annexure 4 to the Board''s Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

15. AUDITORS Statutory Auditors

At the Annual General Meeting held on September 29, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm''s Registration Number: 008072S) were appointed as Statutory Auditors of the Company for a period of 5 years from 29th Annual General Meeting till the conclusion of 34th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the members in the ensuing Annual General Meeting of the Company.

Cost Auditor

Pursuant to Section 148(3) and Companies (Cost records and audit) Rules, 2014, M/s. Kirit Mehta & Co practicing Cost Accountants, was appointed as the Cost Auditor for the financial year 2016-17. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2016 was September 30, 2016 and the Cost Audit reports were filed by the Cost Auditor on September 28, 2016.

The due date for filing the Cost Audit Reports for the financial year ended March 31, 2017 is September 30, 2017

16. AUDIT REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2017.

17. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as an Annexure 5 forming part of this report except the report as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Companies Act, 2013, the said report is open for inspection at the Registered Office of the Company during working hours and any member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and Listing Regulations, the Company has established the Vigil Mechanism, as part of the Whistle Blower Policy, for the Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct.

It also provides adequate safeguards against the victimization of employees who avail this mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Board amended the existing Whistle Blower Policy to extend the applicability of the Policy to all the stakeholders of the Company and incorporate the applicable provisions of the Listing Regulations in the Policy and confirm that no personnel have been denied access to the Audit Committee.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, Guarantees & Investments, covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered with related parties are in the ordinary course of business and on arm''s length basis.

The particulars of material contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rule 8(2) of Companies (Accounts) Rules, 2014 is given as an Annexure 6.

All transactions with the related parties are disclosed in Note 28.2 to the financial statements in the Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

As per section 135(1), the Company has constituted a Corporate Social Responsibility Committee comprising of Mr. Manish Gupta, Dr. Gopakumar G Nair and Dr. Kausalya Santhanam as its members.

The Company adopted a policy on Corporate Social Responsibility on May 14, 2016.

The disclosure as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure 7 of this report.

22. RISK MANAGEMENT

The Company has a risk management framework for identifying and managing risks. Additional details are provided in the ''Management Discussion and Analysis'' report forming part of this report.

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

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

24. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, the Directors of your Company to the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts of the Company have been prepared on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO AND RESEARCH & DEVELOPMENT

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as an Annexure 8 to the Directors'' Report.

Detailed write-up on Research and Development activity forms part of the annexure to the Directors'' Report.

26. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal)

Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All Permanent employees of the Company and that of its subsidiaries are covered under this policy.

27. CORPORATE GOVERNANCE

Your Company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India (âSEBIâ) through and provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âRegulationsâ). As per Regulation 34(3) and Schedule V of the Regulations, a separate Report on Corporate Governance forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with Corporate Governance requirements as stipulated in the regulations and listing agreement entered with Stock Exchange also forms part of the Annual Report.

The confirmation from Mr. Manish Gupta, Managing Director , regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 (3) and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis on the Company''s operational and financial performance for the year is covered under a separate section Management Discussion and Analysis Report which forms part of this Annual Report.

29. EMPLOYEE STOCK OPTION SCHEME

The Company has formulated an employee stock option plan titled âSSL ESOP Scheme 2010 â (the âESOP 2010â) in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the âSEBI ESOP Guidelinesâ) and the scheme is administered through a trust. As on date 1,790,000 shares have been issued to the trust. During the year the Nomination and Remuneration Committee has granted 345,000 options to identified employees and 60,000 options lapsed due to resignation of employees. As at March 31, 2017, 2,925,000 Stock options are outstanding.

The ESOP scheme of the Company is in Compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Further disclosure under Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 given as an Annexure 9 to this Report.

30. APPRECIATION

Note: The information given herein above is as on March 31, 2017, unless otherwise stated.

For and on behalf of the Board of Directors

Sd/-

Place: Thane Dr. Gopakumar G Nair

Date: August 3, 2017 Chairman

Mar 31, 2016

Dear Members,

We hereby present the 31st Annual Report of your Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2016.

1. FINANCIAL SUMMARY

The Financial Performance of the Company (Standalone) for the Financial Year ended March 31, 2016 is given below:

(Rs. in mn)

Particulars	2015-16 -	2014-15
Revenue from Operations	3967.74	4,448.16
Other Income	115.77	32.21
Total Income	4,083.51	4,480.37
Profit/ (Loss) before Interest, Depreciation Tax & Exceptional Items	484.22	638.37
Less: Interest	164.42	474.56
: Depreciation and amortization expenses	242.89	263.75
Profit/(Loss) Before Tax & Exceptional Items	76.91	(99.94)
Exceptional Items	(5.40)	529.99
Profit/(Loss) Before Tax	71.51	430.05
Provision for - Current Tax	_-	16.98
- Deferred Tax	0.69	-
Profit/(Loss) after Tax	70.82	413.07

2. BUSINESS PERFORMANCE REVIEW

During the financial year 2015-16, on a standalone basis, your Company''s revenues stood at Rs. 4,083.51 mn as against Rs. 4,480.37 mn in 2014-15. The Company posted an EBITDA of Rs. 484.22 mn in the year as against Rs. 638.37 mn in 2014-15. The Company made a net profit of Rs. 70.82 mn.

On a consolidated basis, your Company''s revenue for the year 2015-16 stood at Rs. 6,451.22 mn as against Rs. 4,753.23 mn in 2014-15. The Company posted an EBITDA of Rs. 735.17 mn for the year 2015-16 as against Rs. 304.56 mn in 2014-15. On a consolidated level, the Company made a loss of Rs. 197.85 mn.

A detailed analysis on the Company''s operational and financial performance for the year is covered under ''Management''s Discussion and Analysis Report'' which forms part of the Annual Report.

Business Overview

Human API

-. Registered a growth of 69.8% during the year 2015-16 as against previous year 2014-15 k. Received an Establishment Inspection Report from US FDA for the API facility at Mangalore

Animal Health

-. Strategic progression from API driven model to formulation led business

-. Expansion to new geographies globally and strengthened presence in existing markets

Analytical Services

-. Inauguration of GLP (Good Laboratory Practices) compliant Analytical Services Centre at Bengaluru

-. Successful completion of USFDA Audit at Mangalore Centre

R&D

-. Filing of 7 USDMFs and 4 CEPs/ EDMFs

-. Initiation of formulation development program in animal health business

- Acquisition of IP in US and EU for 3 products -Felbamate, Mefenamic acid and Cetirizine

Corporate Actions

Human Health Business

-. Acquisition of controlling stake in Indo Phyto Chemicals Private Limited for foraying into niche female healthcare segment with specific focus on steroids and hormones

Animal Health Business

-. Acquisition of animal health business division of Lyka, an initiative to strengthen the Company''s cattle and dairy business in India.

- Fortification of Company''s positioning in Turkey''s animal health market by acquiring Topkim Ilag

Premiks San. ve Tic. A.S making Alivira Turkey''s largest animal health company in Turkey. k. Foray into European veterinary market through acquisition of N-Vet AB and Fendigo. These Companies have established a strong front-end presence for Alivira in the European markets.

There was no change in the nature of the business of the Company during the year ended March 31, 2016.

Material changes and commitments affecting the financial position of the Company, which have occurred between the end of financial year and the date of this report

The following transactions/ proposed transactions occurred between the end of financial year i.e., March 31, 2016 and the date of this report:

-. Acquisition of 60% stake in Karizoo Group, Spain, one of the leading animal health groups in Spain and European markets on July 1, 2016. k. Acquisition of 70% stake in Interchange

Veterinaria Industria E Comercio S.A., Brazil on August 1, 2016, which will provide a foothold in the hugely attractive and fast growing Brazilian market.

During the year ended March 31, 2016, the Company has allotted equity shares as under:

Date of allotment	No. of Shares	Allottee category	Remarks	Issue price
April 15, 2015	1,200,000	Promoter Group Entities	On conversion of convertible warrants	Rs. 222.15
May 26, 2015	7,476,635	Qualified Institutional Buyers	Qualified Institutions Placement	Rs. 535.00
June 10, 2015	800,000	Promoter Group Entity	On conversion of convertible warrants	Rs. 222.15
June 10, 2015	200,000	Promoter Group Entity	On conversion of convertible warrants	Rs. 236.00
June 10, 2015	1,100,000	Public	On conversion of convertible warrants	Rs. 475.00
August 13, 2015	757,734	Promoter Group Entity	Preferential issue for consideration other than cash (Issue of equity shares against acquisition of equity shares of Alivira Animal Health Limited, India)	Rs. 669.10
November 16, 2015	2,800,000	Promoter Group Entities	On conversion of convertible warrants	Rs. 236.00
December 1, 2015	2,827,679	Public	Preferential issue for consideration other than cash (Issue of equity shares against acquisition of equity shares of Alivira Animal Health Limited, India)	Rs. 669.10

3. DIVIDEND

The Board of Directors of the Company has not recommended any dividend for the financial year ended March 31, 2016.

The Company is not proposing to carry any amount to reserves.

During the year 2015-16, the Company has transferred unclaimed dividend of Rs. 8,827/- to Investor Education and Protection Fund, as per Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001.

4. SHARE CAPITAL

As on date, the authorized share capital of the Company is Rs. 500,000,000/- divided into 250,000,000 equity shares of Rs. 2/- each.

The issued, subscribed and paid up equity capital of the Company as on date is Rs. 476,472,390 divided into 238,236,195 equity shares of Rs. 2/- each.

The Company has not allotted equity shares after the balance sheet date i.e. March 31, 2016.

Sub-division of equity shares of the Company

The Company sub-divided its equity shares from 1 (One) Equity share of Rs. 10 each into 5 (Five) Equity shares of Rs. 2/- each on February 26, 2016 with an intent to improve the liquidity of the Company''s shares in the stock market and also to encourage the participation of small investors in the equity shares of the Company.

Issue of Warrants on preferential basis

As on date, 5,500,000 warrants which were issued on preferential basis to promoter group entity are outstanding.

The Company had originally issued 1,100,000 convertible warrants on April 11, 2015 which can be converted into equivalent number of equity shares of the Company having face value of Rs. 10 each for a consideration of Rs. 475 each. Pursuant to sub-division of 1 (One) equity share of Rs. 10 each into 5 (Five) equity shares of Rs. 2 each, the outstanding warrants have been adjusted proportionately.

The Company raised Rs. 1,674.8 mn through preferential issue to promoters/Non-promoters during the year.

Qualified Institutional Placement

The Company raised Rs. 4,000 mn through Qualified Institutional Placement, which was subscribed by quality, long-term investors who endorsed the vision of the Company of being a Power House in the Global Animal Health Space.

5. LISTING OF EQUITY SHARES OF THE COMPANY ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED

The equity shares of the Company were listed with National Stock Exchange of India Limited on March 8, 2016 under the trading symbol âSEQUENTâ and admitted for trading on March 10, 2016.

6. SUBSIDIARIES

As at March 31, 2016, the Company has 17 subsidiaries, out of which 9 Companies are wholly owned Subsidiaries and the Company does not have any Joint Ventures/ Associate Companies.

Changes in subsidiaries during the financial year ended March 31, 2016: Buyout of entire minority interest in Alivira Animal Health Limited, India ("Alivira")

Pursuant to the approval of Board of Directors of the Company on June 30, 2015, the Company acquired the entire shareholding by buying out the minority shareholding (i.e., 9,997,941 equity shares) in Alivira held by Unit Trust of India Investment Advisory Services Limited A/c Ascent India Fund III (âAscentâ) and Devicam Capital LLP (''''Devicamâ) together. The consideration towards such acquisition was paid by way of issue of 2,827,679 equity shares of Rs. 10/each to Ascent and 757,734 equity shares of Rs. 10/- each to Devicam at a price of Rs. 669.10 per equity share through preferential issue in compliance with relevant provisions of the Companies Act,

2013 and Chapter VII of the Securities & Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (âSEBI (ICDR) Regulationsâ). Post the acquisition of equity shares held by Devicam (on August 12, 2015) and Ascent (on December 1, 2015), Alivira has become a wholly owned subsidiary of the Company with effect from December 1, 2015.

Acquisition of 60% stake in Topkim Ila? Premiks San. ve Tic. A.S, Turkey ("Topkim")

Alivira Animal Health Limited, India, a wholly owned subsidiary of the Company acquired 60% stake in Topkim on December 11, 2015 through its subsidiary Provet Veteriner Urunleri San. ve Tic. A. S., Turkey (âProvetâ). Topkim is one of the oldest and reputable manufacturer of Turkey, has close to 50 years of business presence with over 67 registered products mainly comprising of Ectoparasiticides, Endectocides, and Injectable Antibiotics. It has wide distribution capabilities with presence in almost every sales point at Turkey.

Acquisition of 85% stake in N-Vet AB, Fendigo SA and Fendigo BV

Alivira Animal Health Limited, India, Wholly owned subsidiary of the Company has forayed into the European Veterinary Pharmaceutical markets through acquisition of 85% stake in three companies

- N-Vet AB, Sweden, Fendigo SA, Belgium and Fendigo BV, Netherland on December 3, 2015.

Acquisition of 51% stake in Indo Phyto Chemicals Private Limited, India (âIPCâ)

The Company acquired 51% stake in IPC on January 27, 2016. IPC is a fully integrated company with a portfolio of steroids and hormonal APIs and having its manufacturing base in Uttarakhand.

The Company has capabilities in both fermentation and chemical synthesis, giving it a unique ability to produce APIs from the basic starting materials that are extracted from plants.

Incorporation of other subsidiaries

Alivira Animal Health Australia Pty Limited, Australia was incorporated as a wholly owned subsidiary of Alivira Animal Health Limited, Ireland, a wholly owned subsidiary of the Company.

Sequent Scientific Pte. Limited, Singapore was incorporated as a wholly owned subsidiary of the Company.

Change in shareholding of below mentioned subsidiaries during the financial year ended March 31, 2016:

1. Alivira Animal Health Limited, Ireland became a wholly owned subsidiary of the Company pursuant to acquisition of entire shareholding in Alivira Animal Health Limited, India

2. Shareholding in Provet has increased from 55.15% to 60% of total equity capital pursuant to acquisition of entire shareholding in Alivira Animal Health Limited, India

Accounts of Subsidiaries

Further financial statements together with related reports and information of each of the subsidiary companies of the Company have been placed on the website of the Company www.sequent.in.

7. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in terms of Section 92(3) of the Companies Act, 2013 in Form MGT- 9 is enclosed as Annexure 2 to the Directors'' Report.

8. PUBLIC DEPOSIT

During the financial year 2015-16, the Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Companies Act, 2013 and rules framed there under.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Board Composition

As on August 12, 2016, the Board comprises of 7 Directors consisting of 2 Executive Directors, 2 Nonexecutive Directors and 3 Independent Directors. Chairman of the Board is an Independent Director.

Mr. Narendra Mairpady (DIN: 00536905) was appointed as an Additional and Independent Director on the Board of Directors of the Company w.e.f August 1, 2015 and members have approved his appointment as a Director and Independent Director at their Annual General Meeting held on September 24, 2015.

Mr. Kannan Ramanujam (DIN: 00190637) resigned from the directorship of the Company with effect from the closing of business hours of February 11, 2016. The Directors place on record their sincere appreciation and recognition of the valuable contribution and services rendered by Mr. Kannan Ramanujam during his tenure as a Director of the Company.

Dr. S Devendra Kumar (DIN: 00050440) and Mr. K E C Rajakumar (DIN: 00044539) were appointed as Additional Directors with effect from October 29, 2015 and February 11, 2016 respectively.

As per Section 161 of the Companies Act, 2013 (âthe Actâ), an Additional Director shall hold office up to the date of next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier and his/ her appointment as a Director of the Company has to be approved by the members of the Company. In this regard a proposal will be placed before the members at the ensuing Annual General Meeting for the appointment of Dr. S Devendra Kumar and Mr. K E C Rajakumar, as Directors of the Company.

Mr. Manish Gupta, Managing Director (DIN: 06805265) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profiles of Mr. Manish Gupta, Dr. S Devendra Kumar and Mr. K E C Rajakumar are given in the corporate governance report which forms part of this report.

Your directors recommend their appointment/ reappointment to the members of the Company.

As on date the Company has the following Key Managerial Personnel:

- Mr. Manish Gupta - Managing Director (DIN: 06805265)

- Dr. Gautam Kumar Das - Joint Managing Director (DIN: 02920990)

- Mr. Kannan P R - Chief Financial Officer

- Mr. Preetham Hebbar - Company Secretary

There is no change in Key Managerial Personnel of the Company during the year 2015-16.

The Company has received necessary declarations from each Independent Director that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

10. MEETINGS OF THE BOARD

During the year ended March 31, 2016, 11 (Eleven) Board Meetings were held. These meetings were held on April 15, 2015, April 24, 2015, June 10, 2015, June 30, 2015, July 8, 2015, July 30, 2015, August 13, 2015, October 29, 2015, December 7, 2015, January 11, 2016 and February 11, 2016.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Directors of the Company are appointed by members at the General Meetings of the Company.

As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015.

The Nomination and Remuneration Committee at its meeting held on July 30, 2015 has adopted a policy namely Sequent Policy on Nomination and Remuneration (âthe Policyâ) in adherence to Section 178(3) of the Companies Act, 2013 and Clause 49 (IV) (B) (4) of the Listing Agreement as entered with stock exchange (till November 30, 2015)/ provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (w.e.f. December 1, 2015). The policy shall act as a guideline on matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel and other employees of the Company. The policy is given as Annexure 3 in this report.

12. EVALUATION OF BOARD OF DIRECTORS

Pursuant to provisions of Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement as entered with stock exchange (till November 30, 2015)/ provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (w.e.f. December 1, 2015), the Company has formulated a policy called as Sequent Board Performance Evaluation Policy (âthe Policyâ). Based on this the Company has prepared a questionnaire to carry out the evaluation of performance of every Director including the Independent Directors at regular intervals and at least on an annual basis.

The questionnaire is structured to embed various parameters based on which the performance of a Board can be evaluated. Customized questionnaires are formulated for evaluating Independent Directors, Non-Executive Directors, Whole-time Directors, Chairperson of the Board and the Board, as a whole.

Based on the policy the evaluation was conducted by the Company.

Detailed data on composition of Board of Directors, Committees of Board of Directors, Meeting details, charter for each committee and attendance details forms part of the Corporate Governance Report.

13. AUDIT COMMITTEE

The Composition of Audit Committee of the Company as on August 12, 2016 is given below:

- Dr. Gopakumar G Nair - Chairman

- Dr. Kausalya Santhanam - Member

- Mr. Narendra Mairpady- Member

Board of the Company has accepted all recommendations given by the Audit Committee.

14. SECRETARIAL AUDIT REPORT

(Certificate of Practice No: 4221) to carry out the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report is annexed as Annexure 4 to the Directors'' Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.

15. AUDITORS

Statutory Auditors

At the Annual General Meeting held on September 29, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm''s Registration Number:

008072S) were appointed as Statutory Auditors of the Company for a period of 5 years from 29th Annual General Meeting till the conclusion of 34th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act,

2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the members in the ensuing Annual General Meeting of the Company.

Cost Auditor

Pursuant to Section 148(3) and Companies (Cost records and audit) Rules, 2014, Mr. Girish Kambadaraya, Cost Accountant, was appointed as the Cost Auditor for the financial year 2015-16. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2015 was September 30, 2015 and the Cost Audit reports were filed by the Cost Auditor on September 29, 2015.

The due date for filing the Cost Audit Reports for the financial year ended March 31, 2016 is September 30, 2016.

The Board at its meeting held on August 12, 2016 on recommendation of Audit Committee has appointed M/s. Kirit Mehta & Associates, Cost Accountants, as the Cost Auditor for the financial year 2016-17 in terms of Section 148(3) and Companies (Cost records and audit) Rules, 2014 as amended. As per the requirement of Companies Act, 2013 the remuneration payable to Cost Auditors shall be placed for ratification of at the ensuing Annual General Meeting of the Company.

A proposal will be placed before the members for the ratification of remuneration payable to M/s. Kirit Mehta & Associates, Cost Accountants as a Cost Auditor of the Company for the financial year 2016-17.

16. AUDIT REPORT

There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2016.

17. PARTICULARS OF EMPLOYEES

5 forming part of this report except the report as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Companies Act, 2013, the said report is open for inspection at the Registered Office of the Company during working hours and any member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of the Company at its meeting held on May 28, 2014 has approved the implementation of Whistle Blower Policy namely âSequent Whistle Blower Policyâ throughout the Company in order to curb the unethical or improper behavior/ practices or alleged wrongful conduct or violation of Code of Conduct of the Company or applicable laws, frauds, bribery, corruption, employee misconduct, illegality, health, safety & environmental issues or misappropriation of Company funds or assets within the Company or by the Company. This policy helps in providing a mechanism for personnel to report to the Authority concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of investments made, loans given and guarantees provided is as per details given below:

Name of the entity	Relationship	Investment (Amount in Rs.)	Loan (Amount in Rs.)	Guarantee (Amount in Rs.)
Alivira Animal Health Limited, India	Wholly Owned Subsidiary	3,348,999,758	589,589,872	-
Indo Phyto Chemicals Private Limited, India	Subsidiary	68,500,000	-	-
Strides Shasun Limited, India (Investment made in Shasun Pharmaceuticals Limited prior to merger with Strides Shasun Limited, formerly known as Strides Arcolab Limited)		781,000,000

All the transactions entered with related parties are in the ordinary course of business and on arm''s length basis.

All transactions with the related parties are disclosed in Note 28.2 to the financial statements in the Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY

As per section 135(1), the Company has constituted a Corporate Social Responsibility Committee comprising of Mr. Manish Gupta, Dr. Gopakumar G Nair and Dr. Kausalya Santhanam as its members. The Company adopted a policy on Corporate Social Responsibility on May 14, 2016.

The disclosure as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure 7 of this report.

22. RISK MANAGEMENT

The Company has a risk management framework for identifying and managing risks. Additional details are provided in the ''Management Discussion and Analysis'' report forming part of this Report.