Sai Life Sciences Ltd Directors Report

The Members,

Sai Life Sciences Limited

The Board of Directors ("Board") are pleased to present the 26^th Annual Report on the business and operations of the Sai Life Sciences Limited ("Company"/"Sai Life Sciences") along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025 ("FY 2024-25"). This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE hereinafter collectively referred as "Stock Exchanges"), the Board extends a warm welcome to all our public shareholders and looks forward to your continued trust and support in the future.

FINANCIAL RESULTS

( in million)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	16,420.48	14,186.82	16,945.70	14,651.78
Other Income	373.35	293.32	367.79	290.91
Profit / Loss before Depreciation, Finance Costs, Exceptional Items and Tax Expense	4,277.81	3,159.42	4,424.40	3,145.80
Less: Depreciation	(1,260.33)	(1,072.13)	(1,385.73)	(1,194.36)
Profit / Loss before Finance Costs, Exceptional Items and Tax Expense	3,017.48	2,087.29	3,038.67	1,951.44
Less: Finance Cost	(700.32)	(797.24)	(761.64)	(859.10)
Profit / Loss before Exceptional Items and Tax Expense	2,317.16	1,290.05	2,277.03	1,092.34
Add / Less: Exceptional Items	-	-	-	-
Profit / Loss before Tax Expense	2,317.16	1,290.05	2,277.03	1,092.34
Less: Tax Expense (Current & Deferred)	(582.54)	(337.74)	(575.71)	(264.25)
Profit / Loss for the year (1)	1,734.62	952.31	1,701.32	828.09
Total Comprehensive Income / Loss (2)	9.15	0.15	11.89	10.22
Total (1+2)	1,743.77	952.46	1,713.21	838.31

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

The standalone, as well as the consolidated financial statements, have been prepared in accordance with the provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Financial highlights of the Company for FY 2024-25 is as under:

During the current financial year on Consolidated basis, your Company has registered a total income of 17,313.49 million, a growth of 15.87% as compared to the previous year. The profit after tax was 1,701.32 million as against the profit of 828.09 million as reported in the previous year. On Standalone basis, your Company has registered a total income of 16,793.83 million, a growth of 15.98% as compared to the previous year. The profit after tax was 1,734.62 million as against the profit of 952.31 million as reported in the previous year.

DIVIDEND

The Board has not recommended any dividend for the financial year under review.

TRANSFER TO GENERAL RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the Company.

SHARE CAPITAL

a) Status of Shares

As the Members are aware, the equity shares of the Company were listed on the Stock Exchanges on December 18, 2024 and the Companys shares are compulsorily tradable in electronic form. As on March 31, 2025 and as on the date of this report, entire (i.e. 100%) paid-up capital are in dematerialized form.

b) Authorized Share Capital

The authorized share capital of the company has been increased from 21,40,00,000, divided into: o 20,30,00,000 Equity Shares of 1 each, aggregating

20,30,00,000 (Rupees Twenty Crore Thirty Lakh Only), o 6,00,000 Optionally Convertible Preference Shares

(OCPS) of 10 each, aggregating 60,00,000 (Rupees Sixty Lakh Only),

o 5,00,000 Compulsory Convertible Preference Shares (CCPS) of 10 each, aggregating 50,00,000 (Rupees Fifty Lakh Only),

to 25,00,00,000 (Rupees Twenty-Five Crore Only), divided into:

o 23,90,00,000 Equity Shares of 1 each, aggregating 23,90,00,000 (Rupees Twenty-Three Crore Ninety Lakh Only),

o 6,00,000 Optionally Convertible Preference Shares

(OCPS) of 10 each, aggregating 60,00,000 (Rupees Sixty Lakh Only),

o 5,00,000 Compulsory Convertible Preference Shares (CCPS) of 10 each, aggregating 50,00,000 (Rupees Fifty Lakh Only).

? During the year under review, each equity shares of face value of 10/- was subdivided into 10 equity shares of face value of 1/- with the approval of shareholders in their EGM held on June 11, 2024.

c) Paid-up Capital

As on March 31, 2025, the paid-up capital of the company is 20,84,14,389 dividend into 20,84,14,389 Equity Shares of 1/- Each.

ALLOTMENT DURING FY 2024-25

Sr. No.	Date of Allotment	Type of Allotment	No. of Shares Allotted
1.	21-05-2024	Conversion of ESOPs	36,500
2.	04-06-2024	Conversion of ESOPs	42,500
3.	04-07-2024	Preferential Allotment	5,00,000
4.	04-07-2024	Conversion of CCPS into Equity	48, 00,000
5.	04-07-2024	Conversion of OCPS into Equity	12,00,000
6.	05-09-2024	Conversion of ESOPs	65,000
7.	05-11-2024	Conversion of ESOPs	1,37,000
8.	05-11-2024	Conversion of CCPS into Equity	48,00,000
9.	07-11-2024	Conversion of ESOPs	1,13,000
10.	12-11-2024	Conversion of ESOPs	40,000
11.	17-11-2024	Conversion of ESOPs	4,15,000
12.	20-11-2024	Conversion of ESOPs	11,95,000
13.	Allotment unde	r IPO dated December 18, 2024	1,73,04,189
14.	13-02-2025	Conversion of ESOPs	79,860

 

Sr. Date of No. Allotment	Type of Allotment	No. of Shares Allotted
15. 10-03-2025	Conversion of ESOPs	30,000
16. 20-03-2025	Conversion of ESOPs	3,03,000
17. 24-03-2025	Conversion of ESOPs	12,000

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following stock exchanges with effect from December 18, 2024:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400001; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051.

The Company has paid the annual listing fee for the financial year under review.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any Joint Ventures or Associates.

Below are the details of the Subsidiary Companies:

Name of Subsidiary	% of holding by Parent Company	Country of incorporation
Sai Life Sciences Inc	100	USA
Sai Life Pharma Private Limited	100	India
Sai Life Sciences GmbH	100	Germany

As per Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards and forms part of this Annual Report, further a statement containing salient features of the financial statements of our subsidiaries and associates in the prescribed Form in AOC-1 is annexed to this Boards Report as Annexure - 1. Your Company does not have any material subsidiary as on March 31, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the Company including consolidated financial statements and related information of the Company and audited accounts of the subsidiaries, are available on the website of the company and a copy of separate Audited financial statements of its subsidiaries will be provided to shareholders upon their request.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Companys Board had 5 Board Members comprising one Managing Director, one Whole-time Director and three Independent Directors. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Change in the composition of the Board of Directors and Key Managerial Personnel during FY 2024-25

Date of Event	Name of Directors and KMPs	Details
21-05-2024	Mr Ramesh Ganesh Iyer (DIN: 00220759)	Appointed as an additional Director, in the category of Independent Director
06-06-2024	Ms Manjusha Ambadas Joshi (DIN: 08616508)	Resigned from position of Independent Director
06-06-2024	Mr Raju Penmasta (DIN: 00897301)	Resigned from position of Director
07-06-2024	Mr Puneet Bhatia (DIN: 00143973)	Resigned from the position of Investor Director
10-06-2024	Ms Suchita Sharma (DIN: 10656028)	Appointed as an additional director in the category of Independent Director
11-06-2024	Ms Suchita Sharma (DIN: 10656028)	Regularized as an Independent director of the Company
14-06-2024	Mr Ramesh Ganesh Iyer (DIN: 00220759)	Regularized as Independent Director of the Company
10-07-2024	Ms Runa Karan	Appointed as Compliance officer of the Company
10-03-2025	Mr Mitesh Daga (DIN: 08189217)	Resigned from position of Investor Director
24-03-2025	Dr Dinesh V Patel (DIN: 11010657)	Appointed as additional Director in the category of Independent Director
25-03-2025	Mr Rajagopal Sriram Tatta (DIN: 00988348)	Cessation from the position of Independent Director upon Completion of second and final term of appointment

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company,

Dr Ranga Raju Kanumuri (DIN: 00043186) being longest in the office from the date of his last re-appointment shall retire by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his re-appointment.

As on the date of this report, the Company has the following Key Managerial Personnel as per section 2(51) and 203 of the Companies Act 2013:

Sr. Name No.	Designation
1. Mr Krishnamraju Kanumuri	Managing Director & CEO
2. Dr Ranga Raju Kanumuri	Whole-Time Director
3. Mr Sivaramakrishnan Chittor	Wholetime Director and CFO
4. Ms Runa Karan	Company Secretary and Compliance Officer

COMMITTEES OF BOARD AND NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

During the year under review and pursuant to the SEBI Listing Regulations, the Board had reconstituted certain existing committees and constituted certain new Committees and amended / adopted the terms of reference of the said Committees.

As on the date of this report, the Board has the following committees:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Risk Management Committee

(v) Corporate Social Responsibility Committee

The IPO Committee was constituted specifically for the purpose of IPO. Pursuant to the listing of equity shares of the Company on the Stock Exchanges, the IPO-related matters were concluded on December 18, 2024.

The Board of Directors met 15 (Fifteen) times during the year under review. The details of meetings of Board and Committees and the attendance thereto and composition of Committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on December 05, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors in their meeting held on December 05, 2024 reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole, along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

A note on the familiarization program for orientation and training of the Directors undertaken in compliance with the provisions of the Act and the SEBI Listing Regulations is provided in the Corporate Governance Report, which forms part of the Annual Report.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from Dr Dinesh V Patel (DIN: 11010657), Mr Ramesh Ganesh Iyer (DIN: 00220759),

Ms Suchita Sharma (DIN: 10656028), Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act, including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25 of SEBI Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists 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.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfill the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

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 as at March 31, 2025 and of the profits of the Company for the year ended on that date;

c) They have taken proper and sufficient care 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;

d) They have prepared the Annual Accounts of the Company on a going concern basis;

e) They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

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

NOMINATION AND REMUNERATION POLICY

The Board has framed and adopted a Nomination and Remuneration Policy ("NRC Policy") in terms of Section 178 of the Act. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act. The NRC Policy was amended during the year under review to align with the provisions of SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The salient features of the NRC Policy are as follows:

• To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management positions, Key Managerial Positions and recommend to the Board, policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

• To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management;

• To recommend the remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management of the Company and provide a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and

• To specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance.

The NRC Policy is available on the website of the Company Nomination-and-Remuneration-Policy.pdf

DIRECTORS AND OFFICERS INSURANCE (‘D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (‘D&O) for all its directors.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Company. The exercise was carried out annually through a structured evaluation process covering

various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

FAMILIARIZATION PROGRAMS

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Key Management Personnel of the Company present to the Audit Committee on a periodical basis, an update on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The detail policy on the familiarization program is available on the website at https://www.sailife.com/wp-content/uploads/2025/04/ Familiarisation-Programme-for-Id.pdf.

CODE OF CONDUCT

The Company has laid down a Code of Conduct which has been effectively adopted by the Board Members and Senior Management Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at https://sailife.com/files/investors/Code-of-Conduct-for- BoD-and-SMPs.pdf

EMPLOYEES STOCK OPTION PLAN

The disclosure as mandated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the ESOP Schemes namely ESOP 2008 and Management ESOP 2018 are as follows. The number of options and exercise price per option has been adjusted proportionately to reflect the sub-division:

Sr. No. Particulars	Details
1 Options granted	44,45,000
2 Options vested (including options that have been exercised)	46,53,360
3 Options exercised	31,79,860
4 The total number of equity shares of face value of 1 each arising as a result of exercise	31,79,860
5 Options forfeited/lapsed/canceled	14,33,920
6 The exercise price per equity share of face value of 1 each	8.3/23.2/28.4/127.3/188.9
7 Variation of terms of options	Yes
8 Money realized by exercise of options	26,06,80,138

Employee-wise details of options granted during FY 2024-25

	Name	Designation	No. of Options Granted	Exercise Price
i. Key Managerial Personnel	1. Ms Runa Karan	Company Secretary	25,000	188.90
	2. Mr Sivaramakrishnan Chittor	Chief Financial Officer	11,00,000	127.3 & 188.9
ii. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	NIL
iii. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	NIL

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Annual Report.

TRANSACTIONS WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://sailife.com/ files/investors/Policv-on-Related-Partv-Transactions.pdf

All related party transactions entered into during FY 2024-25 were on an arms-length basis and in the ordinary course of business.

No material related party transactions were entered into during the financial year by the Company. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms-length basis. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 entered by the Company during the financial year ended March 31, 2025 in prescribed Form AOC-2 is annexed to this Boards Report as Annexure - 2.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Boards Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 5 to this report.

ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at Disclosures under Regulation 46 Sai Life Sciences.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy ("CSR Policy") is provided in the Corporate Governance Report, which forms part of the Annual Report.

During the year under review, the CSR Policy was amended to align with the provisions of the SEBI Listing Regulations/applicable CSR Rules and the same is available on the website of the Company at Corporate Social Responsibility Policy.

A report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Boards Report as Annexure - 3.

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

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing the particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to this Boards Report as Annexure - 6.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Chapter V of the Companies Act, 2013 read with the Rule 8(5)(v) of Companies (Accounts) Rules 2014, during the financial year under review.

AUDITORS

a. Statutory Auditors and their report

The Members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed resolution in 25^th Annual General Meeting for re-appointment of M/s Deloitte Haskins & Sells LLP (117366W/W-100018) as Statutory Auditors of the Company for second term from the FY 2023 to 2028. The Statutory Auditors have presented their Audit Report on the financial statements of the Company for FY 2024-25. The report of the Statutory Auditors forms part of this Annual Report. Their report does not contain any qualification, reservation or adverse remark. The notes on financial statement are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

b. Secretarial Auditor and their report

Pursuant to the provisions of Section 134(3) (f) and Section 204 of the Act, the Board had appointed M/s. DSMR & Associates, Company Secretaries as Secretarial Auditor who have undertaken Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor is enclosed herewith vide Annexure - 4A of this Report. The Secretarial Audit Report does not contain any qualification, reservation, observation or adverse remarks. However, noted the following delays in filing:

• MSME Form-1: Delay in filing the half-yearly return with the registrar regarding outstanding payments to Micro or Small Enterprises for the half-year ended September 30, 2024.

• PAS-3: Delay in filing the Return of Allotment related to the Initial Public Offering (IPO) made by the Company.

• AOC-4 (XBRL): Delay in filing the Financial Statements for the financial year 2023-24.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr Devata Sri Manikya Ram, Practising Company Secretary, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed herewith as Annexure - 4B.

c. Internal Auditor and their report

M/s. PricewaterhouseCoopers Private Limited was re-appointed as Internal Auditors of the Company for FY 2024-25.

The reports submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time.

d. Cost Audit

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs. Your Company is not falling under the industries which will be subject to Cost Audit. Therefore, filing of cost audit report for FY 2024-25 is not applicable to the Company. The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013, and the prescribed cost records have been made and maintained by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted a Vigil Mechanism Policy.

The Vigil Mechanism Policy aims for conducting the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

A mechanism has been established for stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of stakeholders who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Audit Committee. The policy is uploaded on the Companys website at Whistle-Blower-Policy.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace in place, which is available on the Company website at https://sailife.com/files/investors/Anti-Sexual-Harassment-Policy.pdf. The Company has constituted Internal Complaints Committee as

per the Sexual Harassment of Women & Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, two complaints were received and attended under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

PREVENTION OF INSIDER TRADING CODE

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at: https://www.sailife.com/wp-content/ uploads/2025/03/SAI-LIFE-Insider-Trading-Policy.pdf. During the year under review, there has been due compliance with the said code.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and provides details about the overall industry structure, developments, performance and state of affairs of the Company and other material developments during the financial year.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion &

Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report. A certificate from M/s. DSMR & Associates, Company Secretaries, confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

CEO & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Chief Executive Officer and Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025, is part of the Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the Companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

The Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year under review. The Company further confirms there are no past applications or proceeding under the Code.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, except the following -

Appointment of Mr Sivaramakrishnan Chittor (DIN: 01092158) as an Additional Director of the Company, effective from April 28, 2025. This appointment is in addition to his existing role as Chief Financial Officer ("CFO") of the Company. His appointment as a Wholetime Director was regularized by the Shareholders through Postal Ballot on June 16, 2025.

RISK MANAGEMENT

The Board had constituted the Risk Management Committee.

The composition of Risk Management Committee is given in the Corporate Governance Report, forming part of the Annual Report. Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/ process about identification of elements of risks of any, which in the opinion of the Board may threaten the existence of the Company.

The aforesaid Risk Management Policy establishes the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This Risk Management Policy is applicable to all the functions, departments and geographical locations of the Company. The purpose of this policy is to define, design and implement a risk management framework across the Company to identify, assess, manage and monitor risks. Aligned to this, purpose is also to identify potential events that may affect the Company and manage the risk within the risk appetite and provide reasonable assurance regarding the achievement of the Companys objectives.

The Risk Management Policy is available on the website of the Company Risk-Management-Policy.pdf.

INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, management reviews of controls and independent testing by the internal auditor.

INTERNAL CONTROL SYSTEMS

The Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and the reviews performed by Top Management team and the Audit Committee, your Directors are of the opinion that your Companys Internal Financial Controls were adequate and effective during the financial year 2024-25.

Further, the Statutory Auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31, 2025, which forms part to the Statutory Auditors Report.

INSURANCE

All properties and insurable interests of the Company have been insured.

CREDIT RATING

India Ratings and Research (Ind-Ra) has issued Sai Life Sciences Limited (Company) Credit Rating is IND A+.

HEALTH, SAFETY & ENVIRONMENT (HSE)

The Company considers Health, Safety and Environment (HSE) as an integral part of long-term business strategy and a driver for sustainable growth. We strive to ensure that our facilities are safe by design and are committed to protecting the environment and actively seek to identify means of minimizing water use, energy use, greenhouse gas emissions & waste generation.

Our R&D and manufacturing facility in India is certified for ISO 14001 - Environment management system standard and ISO 45001 - Occupational health & safety system standards ensuring our facility follows highest standard of HSE systems. The manufacturing facility is also certified for ISO 50001, Energy management standards driving the energy conservation efforts. With continuing investment on building environment and safe practices, we have established state-of- the-art wastewater treatment facilities, containment capabilities, process safety, fire protection and emergency management at site.

The implementation of these has ensured that we improve our environmental & safety performance through:

• Adherence to compliance requirement

• Water recycling & reuse

• Responsible disposal of waste diverting from landfills

• Reducing our energy consumption and emissions

• Process safety studies and risk assessment

• Equipment validation and personnel exposure monitoring

• Reduction of safety incidents

Our efforts to build safe and environment-friendly facilities were recognized through 5-star rating for EHS Excellence by CII, National Award for Energy Excellence by CII and GSKs Environmental Sustainability Supplier Award.

Sustainability:

Sustainability is an integral part of our business and decision-making framework. We are committed to conducting business in a way that it creates positive impact on all our stakeholders and the environment at large. We renewed our Sustainable Development Goals (SDG) charting out the roadmap to achieve specific environmental, social and governance (ESG) targets by the financial year ending March 31, 2027. We have joined the Science Based Targets initiative (SBTi), a global body enabling businesses to set ambitious emission reduction targets in line with the latest climate science. Accordingly, we have committed to set near-term company-wide emission reductions in line with climate science with the SBTi.

To drive our sustainability agenda, we became signatory to Ten principles of United Nations Global Compact (UNGC) on human rights, labor, environment, and anti-corruption reinforcing the companys commitment to corporate responsibility and sustainability. We have strengthened our companys commitment to social accountability through the implementation of robust policies addressing labor and human rights.

The performances and initiatives against the three pillars of sustainability i.e., Environment, Social and Economic are highlighted in our Sustainability Report (latest being report of FY 2024) published annually. Our association with Pharmaceutical Supply Chain Initiatives (PSCI) as a member is helping us leverage the industry standards and best practices in the areas of sustainability. Our efforts towards improving sustainability practices are rewarded in EcoVadis assessment, the worlds most trusted business sustainability rating where we achieved and sustained silver medal this year.

On every front, be it water management, cutting down on the usage of traditional modes of energy and replacing it with renewable sources, or increasing the Diversity, Equity and Inclusion (DEI) quotient at our workplaces, we are pushing the envelope to make the overall journey of drug discovery and development integrated with sustainability.

We further intend to exemplify our sustainability progress and reinforce Sai Life Sciences position as a frontrunner in the pursuit of environmentally conscious and socially responsible business practices.

HUMAN RESOURCES

The Company believes that the quality of its employees is the key to its success and is committed to providing necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.

Industrial relations during the year continued to be cordial and the Company is committed to maintaining good industrial relations through effective communication, meetings and negotiation.

OTHER DISCLOSURES

During the financial year under review:-

a) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

b) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

c) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

d) There was no instance of one-time settlement with any Bank or Financial Institution.

e) The Company does not have any shares in unclaimed suspense demat account.

ACKNOWLEDGMENTS

Your Directors wish to place on record the appreciation to Customers, Vendors, Central Government, State Governments and other regulatory bodies / authorities, banks, business partners, Shareholders and Investors, medical practitioners and other stakeholders for the assistance, co-operation and encouragement extended to the Company. Your Directors also like to place on record the deep sense of appreciation to the employees for their contribution and services.

For and on behalf of the Board of
SAI LIFE SCIENCES LIMITED
K. Ranga Raju	Krishnam Raju
Chairman	Managing Director
DIN: 00043186	DIN: 00064614
Date : July 11, 2025
Place : Hyderabad