RPG Life Sciences Ltd Directors Report

Your Directors are pleased to present the annual report and audited statement of accounts of the Company for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The summary of financial performance of the Company for the year under review is given below:

(Rs. in lakh)

Particulars	FY 2024-25	FY 2023-24
A Operations
Total Income	666.11	589.26
Profit before depreciation, interest and tax	172.33	135.36
Less: Interest	0.62	0.45
Less: Depreciation	21.43	17.07
Profit before exceptional items and tax	150.28	117.84
Add: Exceptional items	82.60	-
Profit before tax	232.88	117.84
Tax (including deferred tax)	49.64	30.18
B Profit for the year after tax	183.24	87.66
C Other Comprehensive Income net of tax	(1.10)	(0.56)
D Total Comprehensive Income	182.14	87.10
E Appropriations:
Dividend on equity shares	-	26.46

2. DIVIDEND

For the Financial Year ended March 31, 2025, Your

Directors recommended a dividend per share of Rs. 20 (250%) and additionally special dividend of Rs. 4 (50%) on account of significant exceptional profit 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 and Plant (F2)

The Company earned a total income of Rs. 666.11 crores for the year as compared to Rs. 589.26 crores during the previous year and the profit before exceptional items and tax of Rs. 150.28 crores as compared to Rs. 117.84 crores during the previous year. The exceptional items comprise of: (a) profit ofRs. 98.93 crores on assignment of surplus vacant leasehold land along with built-up structures on situated at MIDC, Navi Mumbai; (b) net initial loss of Rs. 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 profitwas driven in sales and net by improved performance of the Domestic

Formulations and International Formulations business.

The Companys Formulation facility at Ankleshwar, Plant (F1) has WHO GMP (India), Nigeria and Kenya Health Authority certifications 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 Rs. 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 Rs. 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 Rs. 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 Governments 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 Companys 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) in the preparation of the annual accounts for the financialyear 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 ofthe positive 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 and expertise and they hold qualifications, 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 Non-

Executive 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 Companys policy on Directors appointment and remuneration, including criteria for determining attributes, independence of a qualifications, 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 inAuditors 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 CompanySecretary 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 Rs. 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 arms 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 Companys 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 have occurred between the end of the financial March 31, 2025 to which the financial 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 Companys 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 Companys 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 Companys website i.e. https://www.rpglifesciences.com/website/ code_policies_forms.php under ‘Investors tab.

During the year under review, the Company has contributed Rs. 188.97 lakhs to RPG Foundation, the implementing agency towards CSR activities and Rs. 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.

Company which year on statements relate

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 Non- Executive 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: y Appointment of Ms. Vasundhara Patni as Additional

Non-Executive Non-Independent Director with effect from April 28, 2025; y Appointment of Mr. Yugal Sikri as Non-Executive Non-Independent Director, with effect from May 1, 2025; y 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 Officer Director, Mr. Vishal Shah, Chief Financial 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.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

27. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this annual report.

28. INFORMATION PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE

COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1 The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;	Mr. Harsh V. Goenka (Chairman)	1.00
	Dr. Lalit S. Kanodia	0.50
	Mr. Mahesh S. Gupta	1.00
	Mr. Manoj Maheshwari	0.80
	Mr. Narendra Ambwani	0.18
	Ms. Zahabiya Khorakiwala	0.25
	Mr. Bhaskar Iyer	1.39
	Mr. Sachin Nandgaonkar	1.09
	Mr. Rajat Bhargava	1.64
	Mr. Hiten Kotak	1.39
	Mr. Anil Matai	1.28
	Ms. Radhika Gupta	0.74
	Mr. Yugal Sikri (Managing Director)	99.01
2 The percentage increase in remuneration of each director,	Mr. Harsh V. Goenka (Chairman)	Nil
Chief Financial Officer, Company ChiefExecutive	Dr. Lalit S. Kanodia	Nil
Secretary or Manager, if any, in the financial year;	Mr. Mahesh Gupta	Nil
	Mr. Manoj Maheshwari	Nil
	Mr. Narendra Ambwani	Nil
	Ms. Zahabiya Khorakiwala	Nil
	Mr. Bhaskar Iyer	Nil
	Mr. Sachin Nandgaonkar	Nil
	Mr. Rajat Bhargava	Nil
	Mr. Yugal Sikri	11.00%
	Mr. Vishal Shah	11.14%
	Mr. Rajesh Shirambekar	6.45%
3 The percentage increase in the median remuneration of employees in the financial year;	9.00%*
4 The number of permanent employees on the rolls of Company;	1,331 employees as on March 31, 2025
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	Average Salary increase of non-managerial employees is around 9.00%. Average Salary increase of managerial employees is around 9.00%. There are no exceptional circumstances in increase of managerial remuneration.
6 Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the year ended March 31, 2025 is as per the Remuneration Policy of the Company.

Notes:

*The percentage increase in the median remuneration of employee has been calculated after excluding Managing Directors remuneration.

29. WHISTLE BLOWER POLICY

The Audit Committees terms of reference inter-alia include vigil mechanism which also incorporates a Whistle Blower Policy in terms of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted Whistle Blower Policy. The Whistle Blower mechanism provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Governance and Ethics. The Whistle Blower Policy is uploaded on the Companys website www.rpglifesciences.com.

30. FAMILIARISATION PROGRAMMES FOR

INDEPENDENT DIRECTORS

The Company conducts familiarization program for

Independent Directors and the details are uploaded on the website of the Company on the below mentioned link: https://www.rpglifesciences.com/website/code_ policies_forms.php.

31. FORMAL ANNUAL EVALUATION OF BOARD AND

ITS COMMITTEES

Pursuant to provisions of Section 134 of the Companies

Act, 2013, the Nomination and Remuneration Committee laid down a criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board namely Audit Committee, Nomination and

Remuneration Committee, Stakeholders Relationship

Committee, Sustainability and Corporate Social Responsibility Committee and Risk Management Committee. The Board approved the criteria laid down by Nomination and Remuneration Committee for evaluating Board effectiveness and engaged a third party agency to conduct Board effectiveness survey during the year under review. The Board has carried out annual performance evaluation of its own performance, the Directors individually and of its Committees as mandated under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. AUDITORS

Statutory Auditors:

The members of the Company at its Annual General meeting held on July 29, 2022 appointed M/s. SRBC & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003), as Statutory Auditors of the Company, for a period of 5 (five) consecutive years from the conclusion of Fifteenth Annual General meeting till the conclusion of Twentieth Annual General Meeting. The auditors confirmed that their appointment shall be in compliance with Sections 139 and 141 of the Companies Act, 2013.

Internal Auditors:

M/s PricewaterhouseCoopers Services LLP are the

Internal auditors of the Company.

Secretarial Auditors:

As per 24A of SEBI LODR Regulations, 2015, it is proposed to appoint M/s. Parikh Parekh & Associates, Peer Reviewed Firm of Company Secretaries in Practice, as the Secretarial Auditors of the Company for 1st term of 5 (five) consecutive years commencing from the FY 2025-26 till FY 2029-30 subject to approval of the shareholders at the ensuing Annual General meeting.

The Secretarial Audit Report required pursuant to subsection (3) of Section 134 and Section 204 (1) of the Companies Act, 2013, is given in Annexure D to this report.

Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section

148 of the Companies Act, 2013.

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, M/s. Kirit Mehta & Co. (Registration No. 000353), Cost Accountants, was appointed to conduct audit of cost records of Pharmaceutical

Activities for the year ended March 31, 2025. Cost Audit reports would be submitted to the Central Government within the prescribed time. Pursuant to Rule 6 of the

Companies (Cost Records and Audit) Rules, 2014, cost audit reports for Pharmaceutical Activities for the year ended March 31, 2024 was filed Government on August 17, 2024.

33. EMPLOYEES STOCK OPTION PLAN

The Company has no employee stock option scheme.

34. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES

The particulars of employees in compliance with the provisions of Section 134 (3) (q) read with Rule 5 (2) and

5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the shareholder upon request. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

35. MANAGEMENT DISCUSSION AND

ANALYSIS, BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report, as approved by the Board of Directors, together with a certificate from a Practicing Company Secretary confirming the compliance with the requirements of Corporate Governance policies are set out in the Annexures forming part of this annual report.

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 Companys shareholders, customers and suppliers for their continued support.

	For and on behalf of the Board of Directors
Place: Mumbai	Harsh V. Goenka
Date: April 28, 2025	Chairman