Directors Report of Sai Life Science Ltd.

Mar 31, 2025

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

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 Company''s 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 under IPO dated December 18, 2024		1,73,04,189
14.	13-02-2025	Conversion of ESOPs	79,860

Sr. No.	Date of 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 Board''s 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 Company''s 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. No.	Name	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 Company''s 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 arm''s-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 arm''s-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 Board''s Report
as Annexure - 2.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s 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 Board''s 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 Board''s 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 Company''s
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 Company''s 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 Company''s 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 Company''s 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 furthe
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 Company''s 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 Company''s 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 Company''s
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 GSK''s 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 company''s
commitment to corporate responsibility and sustainability. We have
strengthened our company''s 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 world''s 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

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Mar 31, 2024

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