2. DIVIDEND

For the Financial Year ended March 31, 2025, Your Directors recommended a dividend per share of ' 20 (250%) and additionally special dividend of ' 4 (50%) on account of significant exceptional profit on assignment of land.

3. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at https:// rpglifesciences.com/website/code policies forms.php

4. TRANSFER TO RESERVES

The Company has not transferred any sum to the General Reserve during the financial year ended March 31,2025.

5. OPERATIONS

The Company earned a total income of ' 666.11 crores for the year as compared to ' 589.26 crores during the previous year and the profit before exceptional items

and tax of ' 150.28 crores as compared to ' 117.84 crores during the previous year. The exceptional items comprise of:

(a) profit of ' 98.93 crores on assignment of surplus vacant leasehold land along with built-up structures situated at MIDC, Navi Mumbai;

(b) net initial loss of ' 1,633 lakhs on account of a fire incident at one of the manufacturing blocks of the API plant of the Company. The final amount of the approved claim from the insurance company will be determined based on the completion of the restoration activity of the said block, and net gain/loss, if any, would be accounted for in FY 2025-26. Refer note no. 34 of the financial statements for details.

The increase in sales and net profit was driven by improved performance of the Domestic Formulations and International Formulations business.

The Company's Formulation facility at Ankleshwar, Plant (F1) has WHO GMP (India), Nigeria and Kenya Health Authority certifications and Plant (F2) has WHO GMP (India), EU GMP (Hamburg Health Authority, Germany), TGA Australia GMP clearance,

Health Canada Drug Establishment License, Kenya, Ethiopia, Nigeria and Sudan Health Authority certifications. API facility at Navi Mumbai plant has WHO GMP (India), TGA Australia and PMDA Japan GMP certifications.

Domestic Formulations Business:

Performance

During the year under review, the Domestic Formulations business achieved sales revenue of ' 425.00 crores, higher by 10.1% over the previous year. The growth was driven by higher prescription generation, augmented product portfolio through new product launches and line extensions and control on sales hygiene and market inventories. The portfolio has been strengthened by new launches in Cardiovascular, Diabetology, Nephrology, Rheumatology, Oncology and Urology segments and by entering clinical Dermatology, Orthopedic and Critical Care segments.

Outlook

The Company will continue its emphasis on product portfolio rejuvenation by building chronic and specialty portfolios. The Company will also continue its strategy of building brand assets through life cycle management by introducing line extensions, deepening customer coverage in targeted therapies, skill building of field force and control of sales hygiene parameters.

International Formulations Business:

Performance

The International Formulations business achieved sales revenue of ' 132.30 crores in FY25, registering a growth of 24.4% over the previous year. The business has its footprints across geographies of UK, Australia, Canada, Myanmar, Germany, Colombia, Philippines, Vietnam, Mauritius, Chile, South Africa, Kenya, etc. The Company focused on expanding the business with existing customers in EU, Canada, Australia, UK, Middle East, Asia and Latin America as well as targeting new customers and new products. A new Abbreviated New Drug Submission (ANDS) was submitted to Health Canada for a new product. An existing product was submitted for registration in a new market viz. Croatia. The Company has won CENABAST tender in Chile for its flagship product. The Company has received product approval in UAE and Mexico. The Company has also executed an agreement with a pharmaceutical company in the Kingdom of Saudi Arabia for a complex generic molecule.

Outlook

The International Formulations business is focused on increasing the penetration of existing and new products in multiple countries within EU as well as expanding its product offerings in UK, Australia, Canada, Myanmar and other emerging markets. The Company is also actively scouting for opportunities for geographic

expansion through strategic partnerships in various international markets like EU, Canada, Latin America, Sri Lanka, Vietnam, Philippines, Thailand and increasing the penetration of the current product assets.

Active Pharmaceutical Ingredients (API/Bulk Drugs) Business:

Performance

The API business achieved sales of ' 90.24 crores, growing 6.1% over the previous year. Key APIs for the Company include Quinfamide, Azathioprine, Haloperidol, Risperidone, Propantheline Bromide, Lercanidipine, etc.

Outlook

API business continues to be of strategic importance in the overall growth of the Company. Backward integration in products ensures lesser dependency on procuring APIs from external sources and increased reliability of supplies thus playing a crucial role in the current competitive environment. The Government's focus on developing APIs and reducing dependence on imports furthers the strategic importance of the business.

6. INDIAN ACCOUNTING STANDARDS (IND AS)

As notified by the Ministry of Corporate Affairs, the Company adopted Indian Accounting Standards ('Ind AS') with effect from April 01,2017.

7. ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025, is available on Company's Website www.rpglifesciences.com.

8. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised adequate system to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

9. MEETINGS OF THE BOARD

The details of Board Meetings held during the year are given in the Corporate Governance Report.

10. MEETINGS OF AUDIT COMMITTEE

The details of Audit Committee meetings and composition of the Committee are given in the Corporate Governance Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that -

a) i n the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards had been followed and there was no material departures;

b) the Directors had 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 as at March 31,2025 and of the profit and loss of the Company for that period;

c) the Directors had 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 Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

12. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declaration from each of the Independent Directors under Section 149 (6) and (7) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test.

13. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the NonExecutive Directors vis-a-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report which forms part of this Report.

14. NOMINATION AND REMUNERATION POLICY

The Company's policy on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is annexed with this Report as Annexure A.

15. EXPLANATION AND COMMENTS ON STATUTORY AUDIT AND SECRETARIAL AUDIT REPORT

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditor's Report.

As per the provisions of Section 143 (12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit & Auditors) Rules, 2014, the Statutory Auditors have not reported any instances of fraud to the Central Government and/or Audit Committee.

Further, there is no qualification, disclaimer, reservation or adverse remark made by the Practicing Company Secretary in its Audit Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Loans, Guarantees and Investments made by the Company are within the limits prescribed under the provisions of Section 186 of the Companies Act, 2013 and the details are given in the notes to the Financial Statements. There was no application made during the year nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 at the end of the financial year.

The Company has made an investment of ' 1.01 crores in equity share capital of Sunpound Solar Private Limited, a Special Purpose Vehicle (SPV), formed for generation of captive solar power for utilisation at API Plant located at Navi Mumbai.

17. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements or transactions entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 during the course of business which were not at arm's length basis. Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.rpglifesciences.com.

18. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31,2025 to which the financial statements relate and the date of this report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, are given in Annexure B to this report.

20. RISK MANAGEMENT

The details of Risk Management Committee (RMC) and its terms of reference are set out in the Corporate Governance Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework help in identifying risks trend, exposure and potential impact analysis at Company's business.

21. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (SCSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company, as a part of its Corporate Social Responsibility ("CSR") initiative, has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company in the area of health, water, sanitation, promoting education, skill development, etc. The CSR policy of the Company is available on the Company's website i.e. https://www.rpglifesciences.com/website/ code policies forms.php under 'Investors' tab.

During the year under review, the Company has contributed ' 188.97 lakhs to RPG Foundation, the implementing agency towards CSR activities and ' 26.30 lakhs was transferred to a separate Bank Account viz. 'RPG Life Sciences Limited - Unspent CSR Account 2025' to be disbursed in the future towards approved projects pursuant to the CSR rules.

The Board has constituted a SCSR Committee inter alia to recommend on the CSR projects/ programs, the amount on each CSR activity, and to monitor such CSR activities, and review sustainability initiatives being undertaken by the Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure C.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajat Bhargava (DIN: 07752438), Non-Executive Director retires by rotation and being eligible offers themselves for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Mahesh Gupta, Mr. Narendra Ambwani, Dr. Lalit Kanodia and Mr. Manoj Maheshwari retired from the Board and consequently from the Committees they had been serving on upon completion their second consecutive term as Independent Directors of the Company w.e.f. September 24, 2024.

The Board based on recommendation of the Nomination and Remuneration Committee (NRC) appointed Mr. Manoj Maheshwari (DIN: 00012341) as Additional Director in the capacity of Non- Executive Non Independent Director on the Board of the Company w.e.f. September 25, 2024. The Shareholders through resolution passed by Postal Ballot have approved the appointment of Mr. Manoj Maheshwari as NonExecutive Director Non-Independent Director of the Company w.e.f. September 25, 2024.

Pursuant to the recommendations of the Nomination & Remuneration Committee (NRC), the Board had in its meeting held on April 28, 2025, approved the following, subject to the approval of the members at the ensuing AGM:

• Appointment of Ms. Vasundhara Patni as Additional Non-Executive Non-Independent Director with effect from April 28, 2025;

• Appointment of Mr. Yugal Sikri as Non-Executive Non-Independent Director, with effect from May 1, 2025;

• Appointment of Mr. Ashok Nair as Additional Director in his capacity as Managing Director of the Company w.e.f. May 1,2025.

As on date of this report, Mr. Yugal Sikri, Managing Director, Mr. Vishal Shah, Chief Financial Officer and Mr. Rajesh Shirambekar, Head - Legal and Company Secretary are the Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies Act, 2013.

23. SUBSIDIARY COMPANIES

There were no Companies which have become or ceased to be our subsidiaries, joint ventures or associate companies during the year.

24. FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year under review under Chapter V of the Companies Act, 2013. As on March 31, 2025, no deposit was lying unclaimed or unpaid with the Company.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints.

During the financial year 2024-25, the Company has not received any complaint of sexual harassment.

37. MATERIAL TRANSACTIONS WITH RELATED PARTIES

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC-2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

38. SAFETY

The Company conducts regularly Safety audit and Environment audit through competent authorities for its manufacturing facilities located at Navi Mumbai and Ankleshwar. The Company also organises various safety awareness programs to impart safety training to its employees.

39. APPRECIATION

Your Directors record their appreciation of the valuable services rendered by all employees of the Company, their gratitude to the banks for their assistance and to the Company's shareholders, customers and suppliers for their continued support.