Dear Members,

Your Directors are pleased to present the 46 th Annual Report of the Company, together with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

(? In Millions)

Notes:

1. Previous year figures have been re-grouped/re-arranged wherever necessary.

2. BUSINESS PERFORMANCE OVERVIEW

Financial year 2024-25 saw a seamless integration with the acquired Yash Pharma business resulting in significant improvement in profitability with overall margins doubling post integration. The year was characterized by the implementation of significant changes aimed at strengthening our operational and strategic foundation, thereby laying the groundwork for a more resilient and future-ready organization.

During FY 2024-25, the Company's revenue stood at ? 2,687 Million as against ? 2,087 million. The Company posted an EBITDA of ? 579 million in FY 2024-25 as against ? 364 million in FY 2023-24, with EBITDA margin at 21.5%.

Few operational highlights:

1. During the year under review, the company successfully completed seamless integration of Yash Pharma business w.e.f June 01, 2024. This strategic acquisition has already begun to yield

tangible results, leading to a notable improvement in overall profitability, with margins having doubled post-integration.

2. The Company continued to strengthen its portfolio. Notable launches were made during the year including Lycored Plus, Parvocox, Fe- Protein, Divatrone-SR, MemUp, Finease Tab, KTC Rich Soap.

3. The Company concluded the sale of Faridabad land facility for a total consideration of ' 410 million.

4. Indocap has surpassed '500 Million in sales becoming the first brand under Jagsonpal Pharmaceuticals Limited to achieve this significant milestone, as per IQVIA data.

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

3. DIVIDEND

During the year under review, the Directors have recommended a final dividend of f 2.50/- (Rupees Two and Fifty Paise only) (125%) per equity share of f 2/- (Rupee Two only) each for the year ended March 31, 2025, subject to the approval of the shareholders at the ensuing 46 th Annual General Meeting of the Company.

The dividend payout is in accordance with the Company's Dividend Distribution Policy. In terms of Regulation 43A of the SEBI Listing Regulations, the policy is available on website of the Company at

4. TRANSFER TO RESERVE

The Directors do not propose any transfer to reserves.

5. SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company is f 25,00,00,000/- divided into 7,50,00,000 equity shares of f 2/- each with voting rights and 5,00,00,000 equity shares of f 2/- each with differential voting rights.

Sub-Division/ Split of Equity Shares

During the period under review, the Board of Directors of your Company approved, the sub-division/ split of equity shares of your Company, such that 1 (one) equity share having face value of f5.00 (Rupees Five only) each, fully paid-up, was sub-divided into such number of equity shares having face value of f2.00 (Rupees Two only).

Further, the members vide resolution passed by way of postal ballot on 11 th December 2024, approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges

i.e. BSE and NSE and the depositories i.e. NSDL and CDSL, new ISIN (INE048B01035) was allotted to your Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where your Company is listed (BSE and NSE) effective from 8 th January 2025 i.e. record date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

During the year under review, Company has issued and allotted 3,43,995 equity shares to its employees as ESOP in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The issued, subscribed and paid-up equity capital of the Company as on March 31, 2025, was f 13,27,97,260/- divided into 6,63,98,630 equity shares of f 2/- each.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manish Gupta, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Changes in Key Managerial Personnel:

During the year under review, Mr. Ashish Lakhotia, Chief Financial Officer (CFO) and Mr. Abhishek Joshi, Company Secretary (CS) resigned from the service on January 22, 2025 and March 7, 2025 respectively.

The Board of Directors on the recommendation of the Audit Committee and Nomination & Remuneration Committee appointed Mr. Sachin Jain as the Chief Financial Officer (CFO) w.e.f February 05, 2025.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Mr. Pratham Rawal as the Company Secretary (CS) w.e.f March 13, 2025. Mr. Pratham has more than 5 years of experience in various Corporates. He is a Member of the Institute of Company Secretaries of India.

Further, Mr. Sachin Jain has ceased to be the Chief Financial Officer of the company, pursuant to cessation of employment during the probation period on July 08, 2025.

7. AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITORS:

At the 43 rd AGM held on 14 September 2022, members had appointed M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Registration No. 001076N/ N500013), as Statutory Auditors for a period of five years until the conclusion of the 48 th AGM in 2027.

Their Audit Report for FY 2025 is unmodified and does not contain any qualifications, reservations, or adverse remarks. Statutory Auditor has confirmed their eligibility and peer review status under ICAI norms.

During the year under review, the Auditors have not reported any fraud or such matters as provided under Section 143(12) of the Companies Act.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s Ayush Khandelwal & Associates, Practicing Company Secretaries (Certificate of Practice No: 19171) as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31, 2025.

The Secretarial Audit Report issued in Form No. MR-3 is attached as an "Annexure 3" to this Board's Report.

The secretarial Audit Report of the company contains a remark on IEPF which is self-explanatory.

Further, pursuant to the amended Regulation 24A of the SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, M/s. Ayush Khandelwal & Associates, Practicing Company Secretaries (C.P. No. 19171; Peer review certificate no. 4647/2023) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of 5 (five) consecutive years from FY 202526 to FY 2029-30. M/s. Ayush Khandelwal & Associates, Practicing Company Secretaries, have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

COST AUDITORS:

In terms of the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s Kirit Mehta & Co. as Cost Auditor of the Company for the financial year 2024-25. The remuneration of the cost auditor was approved by the members in the 45 th Annual General Meeting.

The Board has re-appointed M/s. Kirit Mehta & Co. Cost Accountants as the Cost Auditors of your Company for conducting the audit of cost records for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM.

The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act. The Cost Audit Report for the year does not contain any qualification, reservation or adverse remark.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS:

M/s. S S Kothari Mehta & Company, LLP, are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit. Key audit findings and corrective actions were reviewed by the Audit Committee. No material lapses or fraud were reported.

8. INTERNAL FINANCIAL CONTROLS

Jagsonpal maintains an adequate internal control system that commensurate with the scale, complexity, and nature of its operations. These controls are structured to provide reasonable assurance with respect to:

1. Operational efficiency and effectiveness;

2. Prevention and timely detection of fraud and errors;

3. Safeguarding of assets;

4. Adherence to applicable statutory and regulatory requirements;

5. Accuracy and reliability of accounting records; and

6. Timely and accurate financial reporting.

Periodic reviews and internal audits are conducted to continuously strengthen these mechanisms and drive business excellence.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPENDITURE AND RESEARCH & DEVELOPMENT

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as an Annexure 1' forming part of this report.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company has 1410 employees as on March 31, 2025.

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an 'Annexure 2' forming part of this report except the report as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said report is open for inspection at the Corporate Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@ .

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual Return on its website at .

12. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Ms. Radhika Madhukar Dudhat, Independent Director as the Chairperson, Ms. Pallavi Dinodia Gupta, Independent Director and Mr. Manish Gupta, Managing Director as the Members. Your Company has formulated a policy on CSR and the same can be accessed at .

The detailed Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as an 'Annexure 4' forming part of this report.

13. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board for the FY 2024-25. A detailed questionnaire was prepared in accordance with the criteria outlined in the SEBI's 'Guidance Note on Board Evaluation' and was approved by the Nomination and Remuneration Committee ("NRC"). The results of the evaluation showed high level of commitment and engagement of the Board, its various Committees and individual Directors. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on February 26, 2025 and also at the NRC meeting and Board meeting held on May 6, 2025. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

The Nomination and Remuneration Policy can be accessed at

14. MEETINGS OF THE BOARD

During the year under review, 8 (Eight) Board Meetings were held on May 16, 2024, May 20, 2024, August 07, 2024, October 23, 2024, January 20, 2025, January 22, 2025, February 05, 2025 and March 13, 2025. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of this Annual Report.

15. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors met on February 26, 2025 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the NonIndependent Directors, the Committees, and the Board as a whole, along with the performance of the Chairperson of your Company, taking into account the views of the Whole-time Directors and assessed the quality, quantity and timeliness of the flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER THE ACT

Pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the company have submitted their disclosure to the board that they have complied with all the requirements as stipulated in the abovementioned provisions.

All the Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings and attendance at the Meetings are provided in the Corporate Governance Report forming part of this Report.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013 and the same can be accessed at .

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to provisions of the Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has established a vigil mechanism/ Whistle Blower Policy and oversees through the committee, the genuine concerns expressed by the Employees, Directors and other Stakeholders.

The company's robust Vigil Mechanism policy encourages employees and other stakeholders to report genuine concerns without fear of victimization. This includes reporting any instances of fraud, noncompliance with laws, rules, and regulations. Our company strongly promotes a zero-tolerance approach to fraud and misconduct.

The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of coemployees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company and the same can be accessed at .

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, your Company has implemented a comprehensive Anti-Sexual Harassment Policy and established Internal Complaints Committees (ICC) at all relevant locations across India. These Committees are empowered to address and resolve complaints of sexual harassment. Each ICC comprises an external member with relevant expertise and is chaired by a senior female employee.

Your Company maintains a zero-tolerance policy towards sexual harassment in the workplace. To reinforce this commitment, the ICCs actively conduct awareness programmes on sexual harassment prevention. Additionally, all employees must complete mandatory POSH (Prevention of Sexual Harassment) training and certification to enhance sensitivity and awareness.

Further, the details of complaints/cases under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on 31 st March, 2025 are as follows:

a) Number of Complaints of sexual harassment received in the year: NIL;

b) Number of Complaints disposed off during the year: NA and;

c) Number of cases pending for more than ninety days: NA

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

As on March 31, 2025, the Company does not have any subsidiary/joint venture/associate companies within the meaning of Act.

22. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as a part of the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered with related parties for the year under review were in the ordinary course of the business and on arm's length basis.

There were no material contracts/arrangements/ transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflicts with the interests of the Company at large.

The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in line with the Listing Regulations and the same can be accessed at .

24. CORPORATE GOVERNANCE

Your Company is committed to upholding high standards of corporate governance. As required under the SEBI Listing Regulations, the Corporate Governance Report is included in this Annual Report, along with the requisite compliance certificate from a Practicing Company Secretary. Pursuant to SEBI Listing Regulations, your Company has established a Code of Conduct applicable to its Board Members and Senior Management Personnel. All concerned individuals have acknowledged compliance with the Code, which is hosted on the Company's website and the same can be accessed at .

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY25, outlining your Company's environmental, social, and governance (ESG) initiatives, is included in this Annual Report.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

a In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c 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 the annual financial statements for the year ended March 31, 2025 are prepared on a going concern basis;

e the internal financial controls to be followed by the Company and that such systems are adequate and are operating effectively; and

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

28. RISK MANAGEMENT

Your Company operates under a structured Risk Management Framework designed to identify, assess, and mitigate risks effectively. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified across the businesses are systematically addressed through mitigation measures on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

29. EMPLOYEE STOCK OPTION SCHEME

The Company has in place 'Jagsonpal Pharmaceuticals Limited ESOP Plan 2022'.

The details as required to be disclosed under Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is attached as an 'Annexure 5' forming part of this report.

The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SEBI (SBEB) & SE Regulations and Members resolutions have been hosted on the website of the Company at and the same will be available for electronic inspection by the Members during the Annual General Meeting (AGM) of the Company.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules, 2016 ('the Rules') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Further the corresponding shares will be transferred as per the requirement of the IEPF rules.

The Company advises the Shareholders by way of reminders to encash their dividend or the shares deposited with the IEPF Authority. Shareholders can drop the mail at for knowing the process to encash their dividend or shares deposited with the IEPF Authority.

31. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year 2024-25 and the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no instance of onetime settlement with any Bank or Financial Institution.

34. CHANGE OF REGISTERED OFFICE

Subsequent to closure of financial year and pursuant to approval of board of directors on 2 June, 2025, the company has shifted its registered office within the local limits of the city in which the registered office of the Company is situated, i.e. from T 210 J Shahpur Jat New Delhi - 110049 to Innov8 3 rd Floor, Plot No. 211, Okhla Phase-3, New Delhi-110 020. The change has been duly intimated to Registrar of Companies and other Statutory Authorities.

34. OTHER DISCLOSURES

During the year under review:

• No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013.

• The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

• The Company has followed the applicable Secretarial Standards i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to 'Meetings of Board of Directors' and 'General Meetings' respectively.

• The Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

• During the year, there was no one-time settlement done with the Banks or Financial Institutions.

• During the year under review, in accordance with the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017, the Company continues to ensure a supportive and inclusive work environment for all women employees. The Company affirms compliance with legal provisions relating to Maternity benefits.

35. ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Statutory Authorities and Banks.

Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.