Equity Analysis

[for the year ended 31^st March 2023]

Your Directors have pleasure in presenting this 17 th (Seventeenth) Directors' Report along with the Audited Financial Statements for the year ended 31^st March, 2023.

1. FINANCIAL SUMMARY OF THE COMPANY:

The standalone and consolidated financial statements for the financial year ended31 ^st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company are summarised below:

Your Company is in the Business of manufacturing of Active Pharmaceutical Ingredients (API's) and its intermediates and sells its products in India and overseas market. Standalone income, comprising Revenue from Operations and other income, for the year was 318.12 Crore, i.e. 8.37% decline as compared to 347.16 Crore in previous year.

Financial Liquidity: Consolidated cash and cash equivalent as on 31^st March, 2023 stood at 127.78 lakhs vis-a-vis 98.60 lakhs in the previous year. The Company's working capital management is robust and involves a well-organized process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

Mahi Drugs Private Limited (subsidiary) reported a net loss of 22.14 lakhs during the period under review as compared to 8.15 lakhs profit during the previous year 2021-22 and the revenue from operations was 35.47 crores during the year as compared to 32.37 crores in the previous year. (Financials of the subsidiary is available in the website of the Company at www.smslife.in/financials.php) Mahi Drugs is currently in the process of revamping the infrastructure by incurring capital expenditure in order to streamline the manufacturing facilities as per the United States Food and Drug Administration (USFDA) and European Union (EU) guidelines, in order to cater to the regulated markets, in addition to the domestic market.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of 1.50 (Rupee One and Fifty paisa only) per equity share of the face value of 10/- each for the year ended 31^st March, 2023. The Dividend, shall be subject to the approval of the Members at the 17th Annual General Meeting ("AGM") to be held on Friday, 29th September, 2023 and shall be paid within a period of 30 days from the date of AGM to the Shareholders whose names appear in the Register of Members of the Company as on Friday, 22nd September, 2023, in respect of shares held in dematerialized form, it will be paid to Shareholders, whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on the even date, out of the profits of the Company. SEBI (Listing Obligations and Disclosure Dividend Distribution Requirements) Regulations, 2015 is not applicable to the Company.

4. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in the year 2022-23 as required under Section 124(6) of the Companies Act 2013. However, the Shareholders are requested to read the instructions given in Note no. 21 to the AGM Notice, forming a part of this Annual Report. Details of unclaimed dividends and sale proceeds from fractional shares are available on the website of the Company at www.smslife.in/shareholding-information.php.

5. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

No material change and commitment affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report (i.e. from 1^st April, 2023 to 8th August, 2023).

World Health Organization (WHO) on 5th May, 2023 released a statement citing the end of Covid-19 related public health emergency. However, the virus causing Covid-19 disease will remain as a permanently established pathogen in humans for the foreseeable future but the pandemic has now nearly reached the endemic stage.

6. PROCEEDINGS UNDER IBC CODE / ONE-TIME SETTLEMENT

There were no proceedings against your Company under the Insolvency and Bankruptcy Code, 2016 and No one ttlement of financial dues during the period under review.se time

7. CHANGE IN THE NATURE OF BUSINESS

We would like to inform that there has been no change in the nature of business of your Company during the year under review.

8. TRANSFER TO RESERVES

During the period under review, your Board of Directors in its meeting held on 29th May, 2023 has approved to transfer 200 lakhs to the general reserve.

Details of General reserves: [ in lakhs]

9. CREDIT RATING

CARE Ratings Limited (CARE) has reaffirmed its ratings of "CARE BBB+; Stable" on the long term bank facilities of the Company and "CARE BBB+; Stable" on the long term bank facilities of the subsidiary Company. Detailed report can be accessed from www.smslife.in/corporate-announcements.php

10. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part provided in this Annual Report ofthenotestothefinancial During the year under review, your Company has not given any loan or provided any security which are covered under the provisions of Sections 186 of the Companies Act, 2023. However, Company has written off 500 equity share of face value of 100/- each of Jeedimetla Effluent Treatment Limited (JETL) in the Board meeting held on 29th May, 2023.

During the year under review, there was no change in capital structure of your Company.

Listing of shares: Equity shares of your Company are listed in NationalStock Exchange of India (NSE) and BSE Limited (BSE). [Listing fees has been paid for the year 2023-24 to both the Exchanges].

No public deposits have been accepted or renewed by your Company during the year under review pursuant to the provisions of Section 73 and 74 of the Companies Act, 2023 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company is maintaining an optimum combination of Independent / Executive Directors on the Board, who have vast experience in Pharma and other relevant fields.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, at least 2/3 rd of the total number of Directors of a public company shall be liable to retire by rotation and 1/3 rd of such Directors shall retire by rotation at every AGM, However, "Independent Directors"areoutoftheambitofretiringby rotation. in the 16 Further, as Mrs. Sudeepthi Gopineedi was appointed by rotation th AGM, so Board has proposed Mr. TVVSN Murthy as the Director to "Retire by rotation" in the ensuing 17th AGM. Detailed information as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 asAnnexure-I forming part of this Report.

During the year under review and until the approval of this Directors Report, there was following changes in Board composition:

The Independent Directors have furnished declarations of independence under Section Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also confirmed which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

In terms of the provisions of the Companies (Appointment and Qualificationof Directors) Rules, 2014 dealing with the requirement for Independent Directors to pass proficiency self-assessment test conducted by IICA, following are the details:

Over the years, the Company has established a reputation for doing business with integrity and maintained zero tolerance towards any form of unethical behavior. Your Company has formulated a Vigil Mechanism and Whistle-Blower Policy intending to provide a mechanism for employeestoreportviolations.It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking investigations and taking disciplinary actions. It also provides assurances and complaints, conducting guidelines on confidentiality of the reporting process and protection from reprisal to complainants. Protected disclosures can be made by a whistle-blower to report actual or suspected frauds and violation of the Company's Code of Conduct. The Policy also provides a mechanism to encourage and protect genuine Whistleblowing among the Vendors. No personnel have been denied access to the Audit Committee of the Board and Audit Committee oversees the functioning of Vigil Mechanism/Whistle-Blower Policy. The Whistle-Blower Policy of your Company is available on the website of the Company and can be accessed at https://www.smslife.in/policies.php. The policy was last reviewed and amended by the Board in the meeting th May, 2023. The contact details for the vigil mechanism are available at the website of the Company at www.smslife.in/contact-us.php.

Your Directors would like to assure the members that the financial statements for the year under review is as per the requirements of the Companies Act, 2013 and guidelines issued by SEBI. Further, pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that: in the preparation of the annual financial statements for the year ended 31 ^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

the accounting policies selected and applied consistently, give a true and fair view of the state of affairs of the Company and of the profits for the year 2022-23. proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts were prepared on a going concern basis; proper internal financial controls were in place and that such internal financial controls are adequate and ely; and effectiv wereoperating proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

None of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

YourCompanyhasobtaineda

(ICSI Memb. No. 2724 and C.P. No. 7666) pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provided as Annexure II, certifying that none of the Directors of the Company have been debarred ordisqualifiedfrom being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

Board of Directors in the meeting held on 29th May, 2023 have reviewed and approved the Code of conduct for Board of Directors and Senior Management pursuant to Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and can be accessed from the website of the Company at www. smslife.in/policies.php Further, in accordance with Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, declaration from Managing Director of the Company has been received confirming that all the Directors and the Senior Management Personnel of the Company have complied with the aforesaid Code of Conduct for the year 2022-23 forming part of the report as Annexure III.

In terms of requirements of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) regulations 2015, the Nomination and Remuneration Committee in its meeting held on 10 th February, 2023 carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors. The members have expressed their satisfaction with the evaluation process.

The Board of Directors in the meeting held on 29th May, 2023 evaluated the individual performance of the Independent Directors of the Company based on the specified criteria pursuant to Regulation 17(10) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and were satisfied with their performance.

The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required in the context of its business and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report.

Your Company has in place a policy for remuneration of Directors, Key Managerial Personal (KMPs) and Senior Management Personal (SMPs) as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board.

The following policies broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and SMPs. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination and remuneration Committee and the Board of Directors while candidates. Criteria for making payment / remuneration to the Non-Executive Directors.

Nomination and Remuneration Policy

Aforesaid policies as recommended by the Nomination and Remuneration Committee Board in their respective meeting th August, 2023 can be accessed from the website of the Company at heldon8 www.smslife.in/policies.php

( in Lakhs)

Your Company follows an induction programme for Independent Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates. Independent Directors are also explained in detail the compliance required from by them under the Companies Act, 2023, the SEBI Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

Independent Directors have one-to-one discussion with the Managing Director, Executive Director and Chief Financial Officer to familiarise them with the Company's operations. Offic er makes presentations to the Board periodically on the amendments to applicable laws, Compliance new enactments which are critical to the business operations of the Company and the compliance status of such laws.

The details of familiarization programmes are provided on the website of the Company and can be accessed at www.smslife.in/pdf/familiarisation-program-for-independednt-directors-2022.pdf

The details of sub-committees of the Board of Directors are provided in the Corporate Governance Report which forms a part of this Report. Further, there were no instances where the Board has not accepted the recommendation of any sub-committees.

In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on 10th February 2023 at the Registered Office Hyderabad to review: The performance of Non-Independent Directors (i.e. Executive Directors) and the Board as a whole and its

To assess the quality, quantity and timelinessof the flow of information between the Management and the Board. In the aforesaid meeting, the Independent Directors noted that there is no full time Chairman.

They also concluded that the Board as a collective body is also performing satisfactorily and the flow of information between the Company's Management and the Board in terms of quality, quantity and timeliness is satisfactory. Further, the Independent Directors had appreciated the quality of discussions at the Board and the Committee Meetings and commended for improvement of the corporate governance structure that allows and . encouragestheBoardtofulfillitsresponsibilities

The Key Managerial Personnel of the Company as on 31^st March, 2023 in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as below: Mr. TVVSN Murthy, Managing Director. Mr. N Rajendra Prasad, Chief FinancialOfficer Mr. Trupti Ranjan Mohanty, Company Secretary There is No change in KMP's of the Company during the year.

The Company has suo-moto taken Directors and Officers and members of the Senior Management pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of the Annual Report in

Annual Return pursuant to Section 134(3)(a) and the Companies (Management and Administration) Rules, 2014, the copy of Annual Return for the year 2022-23, will be available on the website of the Company at www.smslife.in/financials.php.

During the year under review, following erstwhile members of Promoter group were reclassified category, as approved by the Stock Exchanges on 13th April, 2022.

The details of Shareholding of promoter / promoter group of the Company as on 31^st March, 2023 as stated in the notes to the financial statements forms part of this annual report and list of Top 10 shareholders (other than Promoters) of the Company as on 31^st March, 2023 is provided separately in Annexure V.

M/s. Rambabu &Co.(firmRegistrationNo. 002976S) were appointed as Statutory Auditors of your

Company in the 15th Annual General Meeting (AGM) held on 30th September, 2021 for a term of 5 (Five) consecutive years pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. The Auditor's Report for the year ended 31^st March, 2023, on the financial statements of the Company is provided along with financial statements forming part of this Report and the same does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The cost records are required to be maintained by your Company and the same are required to be audited, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) 2014 and the Companies (Cost Records and Audit) Rules, 2014. Company accordingly maintains the required cost accounts and records as per the requirements of Section 148 of the Companies Act, 2013. The Board has, on the recommendations made by the Audit Committee in their meeting held on 29 ^th May, 2023, reappointed Mr. KSN Sarma, Cost Accountant, Hyderabad (Registration No. 102145 and Membership no. 6875), as Cost Auditor of the Company for conducting the cost audit for the year 2023-24, subject to ratification of their remuneration at the ensuing 17 th (Seventeenth) Annual General Meeting.

Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 28th May, 2022, appointed M/s. SVVS & Associates Company Secretaries LLP, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report issued by M/s. SVVS & Associates Company Secretaries LLP, Secretarial Auditors for the year ended 31^st March, 2023, which is an unqualified report, is annexed herewith as Annexure VI.

Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 29th May, 2023, re-appointed M/s. SVVS & Associates Company Secretaries LLP, as the "Secretarial Auditors" of your Company for the year 2023-24. Further, Company has received consent from M/s SVVS & Associates Company Secretaries LLP to act as the auditor for conducting an audit of the secretarial records for the year ending 31^st March, 2024.

Company has obtained Annual Secretarial Compliance Report from Mr. C. Sudhir Babu, Practicing Company Secretary (Proprietor, CSB Associates) on 29th May, 2023, pursuant to SEBI circular no. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019; forms part of this Report as Annexure VII and the same was also submitted to the Stock Exchange(s)on29 th May, 2023. The aforesaid Report do not contain any qualification, reservation or adverse remarks.

Secretarial Audit of Mahi Drugs Private Limited, the material unlisted subsidiary of the Company was also undertaken by M/s. SVVS & Associates Company Secretaries LLP for the year 2022-23 and the same forms part of this Report as Annexure VIII in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board of Directors had, upon recommendation of the Audit Committee, at its Meeting held on 27^th July, 2020, reappointed M/s Adusumilli & Associates, Chartered Accountants (Firm No. 06983S) as the Internal Auditors of the Company (perpetually, unless decided otherwise by the Board), in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Internal Auditors submit their report on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the to strengthen the levels of Internal Financial and other operational controls.

During the year under review, the Statutory Auditors, the Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Directors or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which is required to be mentioned in this Report.

The Board of Directors, based on the recommendations of the Audit Committee, in the Meeting held on 29th May, 2023, have revised the following codes/ policies pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015: Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information along with Policy for Determination of Legitimate Purposes.

Code of Conduct for Prevention of Insider Trading. Policy and procedures for inquiry in case of leak of UPSI. Whistle Blower/ Vigil Mechanism Policy.

The objective of the aforesaid Code is to regulate, monitor and report trading by its Designated Persons and Immediate Relatives of Designated Persons towards achieving and protecting the interest of Stakeholders at large and the same has been made available on the Company's website at www.smslife.in/policies.php. Report pursuant to Clause I of Schedule B (Minimum Standards for Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Clause 6 of Code for Regulation & Prohibition of Insider Trading of the Company, is submitted to the Board of Directors on a quarterly basis. Company has implemented Structural Digital Database (SDD) w.e.f. 27th October, 2022 pursuant to provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition of Mr. Trupti Ranjan Mohanty, Compliance Officer has been authorised for setting forth the procedures and implementation of the aforesaid codes.

Stock Exchanges have released a list of ranking of the Companies as on 31^st March, 2023 based on the Market capitalization; Ranking of your Company is as under:

Based on the aforesaid ranking, following compliance are not applicable to the Company: Committ ConstitutionofRiskManagement Adopting Appointment of Women Independent Director.

In compliance with Regulation34(3)readwithScheduleVoftheSEBI(ListingObligations & Disclosure

Requirements) Regulations, 2015, the Corporate Governance Report for the year 2022-23 as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 of the Company is attached to this report as

The certificate from M/s. Rambabu & Co., Statutory Auditors of the Company with regard to compliance of conditions of corporate governance as stipulated under Schedule V (E) of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to the Report on Corporate Governance as Annexure IXA.

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

Shareholders who have not registered their email addresses with the Company are requested to register their email addresses with the Company to enable the Company to deliver notices /documents through e-mail. Shareholders holding their shares in demat mode also have an option to register / update their email addresses, KYC and Bank details with their depository, through their depository participant. Detailed procedure can be accessed at www.smslife.in/investors/Procedure%20for%20attending%20AGM.pdf

The Company has 1 (one) subsidiary (with 60% stake) which is also material subsidiaries of the Company as per the definition of Regulation 16(1) (c) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations. 2015. In this regard, Board of Directors of the Company in the meeting held on 28 th May, 2022 had: Appointed Secretarial Auditor in Mahi Drugs for the year 2022-23, pursuant to Regulation 24A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations. 2015. Nominated Independent Director on the Board of Mahi Drugs, pursuant to Regulation24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.

Statement containing salient features of the financial statements of the aforesaid subsidiary in the prescribed Form AOC-1 forms part of the Annual Report as Annexure X. Further, the policy for determining material subsidiaries pursuant to the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015, is available on the website of the Company at www.smslife.in/policies.php Your Company has no joint venture or Associate Companies as on 31^st March, 2023.

No company has ceased to be a subsidiary/ associate/ joint venture of the Company during the year.

Pursuant to the provisions of Section 135 and Schedule VII of the CompaniesAct,2013,CSRCommittee of the Board of Directors had framed the policy on Corporate Social Responsibility (Details are provided in the Corporate Governance Report) and the Annual report on CSR initiatives undertaken during the year 2022-23 have been provided in Annexure XI. Chief Financial Officer of the Company has furnishedthecertificate under Rule 4 of the Companies (CSR) Rules, 2014.

Your Company's Equity Shares are available for dematerialization Depository Limited NationalSecurities through ("NSDL") and Central Depository Services (India) Limited ("CDSL"). The ISIN Number of your Company for both NSDL and CDSL is INE320X01016.

All Related Party Transactions that were entered into during the year under review were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 read with rules made there under. Details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

During the year under review, following is Material Related Party Transactions pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

The aforesaid Material Related Party Transactionswere approved by the Shareholders pursuant to Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 by Postal Ballot, which commenced on 26th July, 2022 and concluded on 24th August, 2022. Particulars of contracts or arrangements entered by the Company with related parties referred to in Section 188(1) are furnished under Form AOC-2 as Annexure XII.

In accordance with the requirements of the Companies Act, 2013 and SEBI (ListingObligationsand Disclosure Requirements) Regulations, 2015 as amended by SEBI notification dated 9 th November, 2021 read with clarification th March, 2022 and 8th April, 2022, your Company has amended the "Policy on materiality of Related Party Transactions and dealing with Related Party Transactions" in held on 28th May, 2022 and the same can be accessed from the website of the Company at www.smslife.in/ policies.php.

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost compliance, are adequatetothesizeandoperations Company . ofthe Audit Committee annually reviews and evaluates the effectiveness of internal financial

The Company identifiesthe various risks and challenges, internally as well as externally and takes appropriate measures with timely actions to mitigate risk. Audit Committee periodically oversee and advise on current risk exposures of the Company and future risk strategies and also recommend the Board about risk assessment and minimization procedures. The Audit Committee has additionaloversight financialrisks and theareaof controls. To ensure the mitigation of risk the Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives

There are no significant and material orders passed by the Courts or

Your Company believes in fair employment practices and is committed to provide an environment that ensures that every employee is treated with dignity and respect and is provided equitable treatment. Your Company has adopted a Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 and the Rules there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, there was NO COMPLAINT received by the Committee

The particulars as required to be furnished as per the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith as Annexure XIII.

The ratio of the remuneration of each director to the median's employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in separate annexure forming part of this report as Annexure XIV.

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the year 2022-23 was in conformity with the Nomination and Remuneration Policy of the Company and within limits approved by the shareholders.

Certificate of the Managing Director and Chief Financial Officer of the Company on financial applicable internal controls as stipulated under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed asAnnexure XV to this report.

Company has adopted various statutory policies / codes as required under Companies Act, 2013 and SEBI

Regulations and the same can be accessed from the website of the Company atwww.smslife.in/policies.php

Your Directors states that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, either on account of the absence of any transaction or the inapplicability No agreement has been executed by the shareholders, promoters, promoter group related parties, Directors, KMPs and employees of the Company and its Subsidiary pursuant to Regulation 30A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 which might Impact the management or control of the Company / Impose any restriction on the Company., except in normal / Impose any liability on the Company., except in normal course of business. No special rights have been granted to any shareholders of the Company, hence no compliance pursuant to Regulation 31B of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is required. No shares pursuant to differential rights / sweat equity shares / Employees Stock Option Scheme were issued during the year and accordingly, no information was required to be furnished. No remuneration or commission was received by Managing Director or the Whole-time Directors of the Company from the Subsidiary Company as per section 197(14) of the Companies Act, 2013 Business Responsibility and Sustainability Report (ESG reporting) is not applicable to the Company.

There was no revision in the financial statements.

There were no instances of failure of implementation of any Corporate Actions.

Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review. No transactions, with person(s) or entity(ies) belonging to the Promoter / Promoter 10% or more shareholding in the Company, as per Schedule V (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the period under review, except the managerial remuneration paid to Mr. TVVSN Murthy, Promoter and Managing Director of the Company. The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Annexures and Notes attached to the Financial Statements forming part of this report.

Your Board takes this opportunity to thank Company's employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, financial institutions and all other business partners/associates.