RPG Life Sciences Ltd

Your Directors are pleased to present the annual report and audited statement of accounts of the Company for the year ended on March 31, 2024.

1. FINANCIAL RESULTS

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

2. DIVIDEND

Your Directors recommend a dividend of H 16 (200%) per equity share of H 8/- each for the financial year ended March 31, 2024.

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, 2024.

5. OPERATIONS

The Company earned a total income of H589.26 crores for the year as compared to H 517.61 crores during the previous year and a Profit after tax from existing operations of H 87.66 crores, as against H 67.64 crores during the previous year. 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 certi3ications 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 certi3ications. API facility at Navi Mumbai plant has WHO GMP (India), TGA Australia and PMDA Japan GMP certi3ications.

During the year under review, the Domestic Formulations business achieved sales revenue of H 386.12 crores, higher by 15.0% 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, Urology segments and by entering clinical Dermatology segments.

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 3ield force and control of sales hygiene parameters.

The International Formulations business achieved sales revenue of H 106.31 crores in FY24, registering a growth of 15.4% as against the previous year. The business has its footprints across geographies of Germany, Italy, Canada, Myanmar, Philippines, Colombia, Vietnam, South Africa and Kenya. The Company focused on expanding the business with existing customers in EU, Canada, Australia, UK, Asia and Latin America as well as targeting new customers and new products. The Company has executed its 3irst PAN European Out-license and supply deal for an immunosuppressant drug. The Company has 3iled for two new products dossiers in ANZ market. The Company has won Germany and UK tenders for its 3lagship product.

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 in India and Southeast Asian markets – Sri Lanka, Vietnam, Philippines, Thailand and increasing the penetration of the current product assets.

The API business achieved sales of H 85.05 crores, growing 6.5% over the previous year. Key APIs for the Company include Quinfamide, Azathioprine, Haloperidol, Risperidone and Propantheline Bromide.

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 noti3ied 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, 2024, 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.

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

The Directors con3irm that –a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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, 2024 and of the Profit and loss of the Company for that period; c) the Directors had taken proper and suf3icient 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.

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 quali3ications, experience and expertise and they hold highest standards of integrity. As per the proviso to Rule 6(4) of the Companies (Appointment and Quali3ication of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online pro3iciency self-assessment test.

All pecuniary relationship or transactions of the Non- Executive Directors vis-?-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.

The Company's policy on Directors' appointment and remuneration, including criteria for determining quali3ications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is annexed with this Report as Annexure A.

There is no quali3ication, 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 quali3ication, disclaimer, reservation or adverse remark made by the Practicing Company Secretary in its Audit Report.

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 H 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.

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.

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, 2024 to which the financial statements relate and the date of this report.

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.

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 de3ines the risk identi3ication 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.

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 H 91.12 Lakhs to RPG Foundation, the implementing agency towards CSR activities and H55.03 Lakhs was transferred to a separate Bank Account viz. ‘RPG Life Sciences Limited – Unspent CSR Account 2024' 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.

Mr. Harsh V. Goenka (DIN: 00026726), Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Anil Matai (DIN:03122685), Mr. Hiten Kotak (DIN:00191115) and Ms. Radhika Gupta (DIN:02657595) were appointed as Additional and Independent Directors on the Board of the Company w.e.f. April 30, 2024. Mr. Sachin Nandgaonkar (DIN:03410739), was appointed as an Independent Director subsequent to change in his designation from Non- Executive Director to Independent Director w.e.f. April 30, 2024.

In accordance with the provisions of Section 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking re-appointment of Mr. Bhaskar Iyer (DIN: 00480341) for the second term of 3ive consecutive years from October 30, 2024 to October 29, 2029.

The Independent Directors are not liable to retire by rotation and in the opinion of the Board, they possess the requisite quali3ication, experience and expertise and hold the highest standard of integrity. Details of the said Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 17^th Annual General Meeting. The Shareholders through resolutions passed by Postal Ballot have approved re-appointment of and payment of remuneration to Mr. Yugal Sikri (DIN: 07576560) as Managing Director of the Company for a period of one year from May 1, 2024 to April 30, 2025 and also payment of special performance incentive.

None of the Directors and Key Managerial Personnel (KMP) is related to any other Director of the Company. Mr. Yugal Sikri, Managing Director, Mr. Vishal Shah, Chief Financial Of3icer 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.

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

The Company has not accepted any 3ixed deposit from the public during the year under review under Chapter V of the Companies Act, 2013. As on March 31, 2024, no deposit was lying unclaimed or unpaid with the Company.

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

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

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.

3 The percentage increase in the median remuneration of 9.0%* employees in the financial year;

Notes:

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

The Audit Committee's 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 Company's Code of Governance and Ethics. The Whistle Blower Policy is uploaded on the Company's website www.rpglifesciences.com.

The Company conducts familiarization programme 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

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.

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 (3ive) consecutive years from the conclusion of Fifteenth Annual General meeting till the conclusion of Twentieth Annual General Meeting. The auditors con3irmed that their appointment shall be in compliance with Sections 139 and 141 of the Companies Act, 2013.

M/s PricewaterhouseCoopers Services LLP are the Internal auditors of the Company.

M/s. Parikh Parekh & Associates, Practicing Company Secretaries, are the Secretarial Auditors of the Company. 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.

The Company maintains cost records as speci3ied 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, 2024. 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, 2023 was 3iled with the Central Government on August 25, 2023.

The Company has no employee stock option scheme.

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.

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 certi3icate from a Practicing Company Secretary con3irming the compliance with the requirements of Corporate Governance policies are set out in the Annexures forming part of this annual report.

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 2023324, the Company has not received any complaint of sexual harassment.

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC32 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

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 programmes to impart safety training to its employees.

35

The Company has featured in the ‘India's Top 500 Value Creators 2023' publication by ‘Dun & Bradstreet' to recognize corporate India's most in3luential value creators from diverse sectors.

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.

NOMINATION AND REMUNERATION POLICY

1. Introduction:

This policy on Nomination and Remuneration of Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel ("SMP") and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time, in order to appoint and pay equitable remuneration to Directors, KMP, SMP and other employees of the Company.

2. Objective:

The Policy sets out the guiding principles on: i. Appointment and remuneration of the Directors, KMP and SMP; ii. Determining quali3ications, positive attributes and independence for appointment of a Director (Executive / Non-Executive / Independent) and recommend to the Board a policy relating to the remuneration for the Directors, KMP and SMP; iii. Formulating the criteria for performance evaluation of all Directors, Board and its Committee; iv. Board diversity.

3. Constitution of the Nomination and Remuneration Committee:

The Board has constituted the Nomination and Remuneration Committee (NRC) on April 08, 2014 as per Companies Act, 2013.

4. De3initions:

"Act" means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

"Board" means Board of Directors of the Company. "Company" means RPG Life Sciences Limited. "Directors" means Directors of the Company. "Independent Director" (ID) means a Director referred to in Section 149 (6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations.

"Key Managerial Personnel" (KMP) means

1. Chief Executive Of3icer or the Managing Director or the Manager;

2. Whole-time Director(s);

3. Chief Financial Of3icer;

4. Company Secretary; and

5. Such other of3icer, not more than one level below the directors who is in whole time employment and designated as KMP by the Board.

"Senior Management Personnel" (SMP) means of3icers/ personnel of the Company, who are members of its core management team excluding Board of Directors and shall comprise all members of management one level below the Chief Executive Of3icer/Managing Director/Whole Time Director/Manager (including Chief Executive Of3ice/Manager, in case they are not part of the Board) and shall specifically include the functional heads, by whatever name called and the Company Secretary and Chief Financial Of3icer.

Unless the context otherwise requires, words and expressions used in this policy and not Defined herein but Defined in the Companies Act, 2013 and, as may be amended from time to time, shall have the meaning respectively assigned to them therein.

5. Matters to be dealt with and recommended by NRC to the Board

The following matters shall be dealt by the Committee: a) Directors

Formulate the criteria for determining quali3ications, positive attributes and independence of a Director and recommending candidates to the Board, when circumstances warrant the appointment of a new Director, having regard to the variety of skills, experience and expertise on the Board and who will best complement the Board. b) Evaluation of performance

Making recommendations to the Board on appropriate performance criteria for the Directors. Formulate criteria and framework for evaluation of the Board, its committees, and every Director and review the implementation and compliance of the manner in which evaluation is carried out.

Identifying familiarization and training programs for the Board to ensure that Non-Executive Directors are provided adequate information regarding the operations of the business, the industry and their duties and legal responsibilities.

NRC is responsible for reviewing and making recommendations to the Board on the following: i. The remuneration of MD, KMP and SMP. ii. Remuneration of Non-Executive Directors and Chairman. iii. Remuneration Policy for all employees including KMP and SMP which requires: a. Attract and motivate talent to accomplish Company's long term growth. b. Demonstrate a clear link between executive compensation and performance.

6. Board Diversity

NRC shall ensure a transparent nomination process to the Board of Directors with the diversity of gender, thought, experience, quali3ication, knowledge, core skills, competencies and perspective in the Board. Diversity at the Board level shall be used as a tool for supporting the attainment of the strategic objectives of the Company and also to drive business results. Accordingly, while designing the composition of the Board, diversity shall be considered on all aspects and all appointments shall be based on the above parameters.

7. Policy for appointment and removal of Director, KMP and SMP:

NRC shall formulate the criteria for determining the quali3ication, positive attributes, expertise, experience and independence of the person, wherever required, eligible for appointment as Director, KMP or SMP. It shall identify such person and recommend to the Board his/ her appointment.

For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may avail the services of an external agencies, if required, consider candidates from a wide range of backgrounds, having due regard to diversity and also consider the time commitments of the candidates.

1. Managing Director

Term of appointment or re-appointment of Managing Director not to exceed 3ive years at a time. No reappointment shall be made earlier than one year before the expiry of term.

2. Independent Director

An Independent Director shall hold of3ice on the Board of the Company for a term as may be determined by the Board but in any case, not exceeding 3ive years and shall not hold of3ice for more than two consecutive terms. Such Independent Director shall be eligible for appointment after the expiry of such period as prescribed under the applicable law.

The Director, KMP and SMP shall retire as per the provisions of the applicable Act, and the prevailing policy of the Company. On the recommendation of the NRC, the Board if it considers to be in the Company's interest, shall have the discretion to retain Director, KMP and SMP even after attaining the retirement age.

In case any Director or KMP or SMP incurs any disquali3ication as provided under the Act or Rules made thereunder or is in breach of Code of Governance and Ethics adopted by the Company, the NRC may recommend to the Board removal of such Director or KMP or SMP.

8. Policy for remuneration to MD, NEDs, KMP & SMP:

MD: The remuneration to be paid to the MD at the time of his/her appointment shall be recommended by the NRC and approved by the Board of Directors and the shareholders of the Company. ii. Annual increment /subsequent variation in remuneration to the MD shall be approved by the

NRC/Board of Directors, within the overall limits approved by the shareholders of the Company.

NEDs: NEDs shall be entitled to sitting fees as may be decided by the Board of Directors from time to time for attending the Meeting of the Board and sub Committees of the Board. ii. Remuneration (including Commission) as may be recommended by NRC and subsequently approved by the Board of Directors and shareholders of the Company, wherever required. and the same shall be paid in accordance with the applicable laws. iii. The NEDs shall be eligible for remuneration of professional services rendered if in the opinion of the NRC, the NED possesses the requisite quali3ication for rendering such professional services in accordance with applicable laws.

KMP & SMP: The remuneration to be paid to the KMP and SMP, at the time of his/her appointment shall be recommended by the NRC and approved by the Board considering relevant quali3ication, experience and performance of the individual as well as the prevailing market conditions. The remuneration may be combination of 3ixed and variable pay; ii. Annual increment /subsequent variation in remuneration to the KMP/SMP shall be approved by the NRC/Board of Directors.

9. Director and Of3icer Liability Insurance:

Where Insurance Policy is taken by the Company for its Directors, KMP, SMP and employees indemnifying them against any liability, the premium paid by the Company for such insurance cover shall not be treated as part of the remuneration payable to such personnel. However, if such person is proved to be guilty, the premium paid on such insurance shall be recovered from such persons.

This policy is framed based on the provisions of the Companies Act, 2013 and Rules framed thereunder and the requirements of Listing Regulations, as amended from time to time. In the event of any con3lict between the provisions of this Policy and of the Act or Listing Regulations or any other statutory enactments, rules, the provisions of such Act or Listing Regulations or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modi3ication in the Listing Regulations, Act and/or other applicable laws in this regard shall mutatis mutandis apply to / prevail upon this Policy. Subject to applicable laws the Board can further delegate any of its powers herein to the Committee.

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

(Pursuant to the Rule 8 (3) of the Companies (Accounts) Rules, 2014)

Multiple energy conservation measures were taken across all manufacturing facilities such as strong vigilance, employee awareness, minimizing leakages and energy waste.

The following significant energy conversation measures taken during the year:

1. Replacement of old air compressor with ef3icient air compressor and capacity enhanced.

2. Modi3ication of jet mill for reduction in batch cycle time.

3. Using of one cooling tower for two utilities.

4. Installed Automatic Tube Cleaning System (ATCS) on Chilling plant to save energy.

The energy conservation measures undertaken during the year contributed to reduction in the cost of production by H 54.8 lakhs.

The Company has signed Power Purchase Agreement for Supply of Solar Power at its API Plant, Navi Mumbai.

Various energy conservation equipments were added to the production facilities across all Plant locations with approximate cost of H 157 lakhs.

1. Efforts made towards technology absorption:

The Company has full-3ledged R&D function for API and Formulation, which are continuously engaged in3 R&D3 activities with3 respect to new product development and process improvement/excellence.

Focus is on in-house new product development as well as technology transfer of products (tablets and capsules) meant for domestic, emerging and developed markets. In house formulations3 belonging to therapy areas of Immunosup pressant, Lipid lowering, Antiepileptic, Antidepressant, urinary urgency, Non-Steroidal Anti-In3lammatory Drugs (NSAID) and Anti diabetic products are under development and their stability studies are under progress at Formulations R&D for European Union and Emerging markets.

2. Benefits3 derived3 like3 product3 improvement, cost3 reduction, product development or import substitution:

Successful development of complex generic products is being accomplished through innovation and deployment of latest technology. Products are developed using the principle of Quality by Design (QbD) that3results into product robustness and optimal cost. Formulations3belongingtotherapyareasofAntiepileptic, Antidepressant, NSAID and Anti diabetic products are under development and their stability studies are under progress at FRD.

Examples are in-house development of 2 major drug products belonging to immunosuppressant therapeutic category for export market with successful bio equivalence study completed for one such product and another one is in progress.

Also product and process development is being undertaken for one of the key drugs in CVM segment. A major project for cost3reduction has been completed for formulation3re-engineering of multiple SKUs of our legacy products.

APIs belonging to therapy areas of Immuno suppressant, Antihypertensive, Aquaretic, Antiepileptic, Antidepressant, Antihistamine and Antifungal are under development. Processes are developed for some of the drug substances and their stability studies are under progress at3R&D.

3. In case of imported technology:

Technology transfer of some of the oral solid dosage forms have been undertaken.

Technology transfer of two of the oral solid dosage forms (Site transfer products) approval3received from3regulatory agency and commercialization initiated.

4. Expenditure incurred on Research & Development:

Foreign Exchange earned in terms of actual in3lows was H 17,545 lakhs. Foreign Exchange outgo in terms of actual out3low was H 2,841 lakhs.

THE ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2023-24

1. Brief outline on CSR Policy of the Company.

As part of its initiatives under Corporate Social Responsibility ("CSR") and RPG Life Sciences Limited (RPGLS) vision to drive ‘holistic empowerment' of the community around the local vicinity of our plants and the society at large, we have undertaken projects mentioned in point 8 (b) through RPG Foundation in accordance with CSR policy of the Company, read with Schedule VII of the Companies Act, 2013.

2. Composition of SCSR Committee:

3. Provide the web-link where Composition of SCSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company.

This information may be accessed at https://www.rpglifesciences.com/website/index.php

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any :

6. Average net Profit of the company as per section 135(5) H 7,307 Lakhs.

7. (a) Two percent of average net Profit of the company as per section 135(5): H 146.15 Lakhs.

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (c) Amount required to be set off for the financial year, if any. Nil (d) Total CSR obligation for the financial year (7a+7b-7c). H 146.15 Lakhs.

8. (a) CSR amount spent or unspent for the financial year:

9. (a) Details of Unspent CSR amount for the preceding three financial years:

Note: H31.14 lakhs which remained unspent by RPG Foundation as at the end of FY 22323 was spent during FY 23324.

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or bene3iciary under whose name such capital asset is registered, their address, etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

During the financial year 2023324, the Company has spent H 91.12 Lakhs on various CSR projects and transferred H 55.03 Lakhs related to ongoing CSR projects to the Unspent CSR account pursuant to the provisions of the Companies Act, 2013.

To,

The Members,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RPG Life Sciences Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns 3iled and other records maintained by the Company, the information to the extent provided by the Company, its of3icers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clari3ications given to us and the representations made by the Management and considering the relaxations granted by The Ministry of Corporate Affairs and The Securities and Exchange Board of India, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31^st March, 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns 3iled and other records made available to us and maintained by the Company for the financial year ended on 31^st March, 2024 according to the applicable provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; ; (Not applicable to the Company during the audit period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) (vi) Other laws applicable specifically to the Company namely:-a. Drugs & Cosmetics Act, 1940 b. The Environment (Protection) Act, 1986 c. Manufacture, Storage & Import of Hazardous Chemicals Rules, 2000 d. Narcotic Drugs and Psychotropic Substances Act, 1985 e. Poisons Act, 1919 f. Food Safety and Standards Act, 2006 g. The Patents Act, 1970 h. The Trademarks Act, 1999

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We report that the Company has spent through RPG Foundation (‘Implementing Agency') an amount of H 91.12 lakhs out of the amount H 146.15 lakhs to be spent during the year. The unspent amount of H 55.03 lakhs during the year has been transferred to the unspent CSR amount of the Company in accordance with the Companies (Corporate Social Responsibility) Amendment Rules, 2021.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clari3ications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

‘Annexure A'

To,

The Members

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are re3lected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not veri3ied the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the ef3icacy or effectiveness with which the management has conducted the affairs of the Company.