To

The Members of

Laurus Labs Limited

Your Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March 2025.

Standalone and Consolidated Financial Highlights:

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Company's Affairs:

(i) Operations:

During the year under review, your Company has achieved a turnover of H5,554 crores and registered growth of 10% and achieved a net profit of H358 crores with a growth of over 122%.

During the year under review -

• Your Company was able to strengthen technology platforms and process development efforts with focus on delivering high quality CDMO/CMO development and manufacturing services to Global customers

- Solidifying position on Flow/Bio-catalysis platform. Executed top-level projects utilising proprietary designed flow reactors at high temperature/pressure.

- Commercial scale Peptide Synthesisers of various scales installed and qualified

- Installed commercial scale continuous Hydrogenation facility

• New R & D facility operational leveraging advances PD capabilities for Peptides/ADCs/Oligonucleotides.

• Your Company has invested H659 crores during the year on ongoing expansion program so that the Company will be able to achieve its future goals;

• More than 160 quality audits have been completed by various customers and regulatory agencies;

• Your Company is advancing ESG agenda and enhacing competitive advantage

- ISO 50001 completed for multiple facilities

- S & P Global Sustainability Year book 2025 featured Laurus Labs

- Improved S&P ESG scores from 59 to 73

- Consecutive "BBB" ratings in FY22-25 from MSCI ESG ratings.

- Acquired 26% equity in Kurnool Renewables to access 26 MW of renewable energy (Solar + wind) on captive mode in April, 2025 and is expected to begin by Dec 2026. This will enable to source around 50% of energy through renewable energy.

• Your Company was certified as Great Place to Work in fourth consecutive year.

• Your Company's associate company ImmunoACT, Mumbai treated around 300 patients suffering with Lymphoma and Lukemia with NexCAR-19. ImmunoACT is first company to launch commercial CAR_T therapy and expanding its facilities to create capacity for over 2000 treatments annually. ImmunoACT also got approval to carry phase 1 clinical trial for pediatric usage of NexCAR-19 and also carry phase 1 clinical trial for an additional program multiple myeloma (BCMA).

(ii) Outlook:

Business prospects may remain positive based on increased contract development and manufacturing (CDMO) opportunities for Global customers, CMO opportunities generic companies, expanded business opportunities for Generics. Your Company also expects to sustain overall ARV business despite few challenges.

Management Discussion & Analysis:

Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Management's Discussion and Analysis (MD&A), which forms part of this Annual Report.

Dividend:

Your directors are pleased to inform you that the Board had declared the interim dividend @ 20% (i.e., H0.40/- per share of the face value of H2/- each) and paid to the Shareholders in November, 2024 and the 2nd Interim dividend @ 40% (i.e. H0.80 per share of the face value of H2/- each) and being paid to the shareholders in May, 2025 aggregating to 60% dividend i.e. H1.20/- per share of the face value of H2/- each relating to the FY24-25. The dividend payout ratio is 17% for the year which is within the stipulated maximum of 20% under dividend policy.

Transfer to Reserves:

Your Company did not transfer any portion of profits to Reserves.

Share Capital:

During the year under review -

• Company has allotted 2,86,633 (Two lakh eighty-six thousand six hundred and thirty-three only) equity shares of H2/- to various eligible employees of the Company

under ESOP Scheme 2018 and under ESOP Scheme 2016 upon exercise of their vesting rights in May, 2024 and December, 2024.

• As a result, the paid up share capital as on March 31,2025 stood at H107,85,04,982/- divided into 53,92,52,491 equity shares of H2/- each.

Change in the nature of the business, if any:

There is no change in the nature of the business of the Company or any of its subsidiaries or associates, during the year under review.

Material Changes and commitments, affecting the financial position of the Company:

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report i.e. between March 31,2025 to May 15, 2025.

Fixed deposits:

The Company did not accept any fixed deposits.

Subsidiaries, Associates and Joint Ventures:

At the end of the year, the status of the subsidiaries/associates is as follows:

* WOS means Wholly Owned Subsidiary

@ Laurus Generics GmbH, Germany and Laurus Generics Inc., USA are step-down subsidiaries of Laurus Labs Limited

# Balance 49.24% is held by your Company.

During the year under review, KRKA Pharma Pvt Ltd. became a joint venture company of your Company. There are no companies which became subsidiaries or associate companies of the Company during the year nor ceased to be subsidiaries or associate companies of the Company.

Consolidated financial Statements:

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statement of the Company and all its Subsidiaries and Associates prepared in accordance with the applicable accounting standards 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 attached as Annexure-1 to the Directors' Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separately the audited financial statements of its subsidiaries on its website www.lauruslabs.com and copies of audited financial statements of the subsidiaries will be provided to the Members at their request.

Particulars of Loans, Guarantees and Investments:

The Company has also issued a Corporate Guarantee to the Bankers for the loans sanctioned to Laurus Generics Inc., Laurus Synthesis Private Limited and for Laurus Bio Private Limited and the guarantees provided are well within the limits prescribed under Sec.186 of the Companies Act, 2013.

Board of Directors and Key Management Personnel:

During the year, the term of Dr. MVG Rao, Non-Executive and Independent Director and Chairman of the Company had been completed. Dr. K. Ravindranath, another senior independent director was appointed as a Non-Executive Chairman with effect from May 18, 2024. Further, the Company has appointed Mr. Krishna Chaitanya Chava and Mrs. Soumya Chava as Executive Directors of the Company and Mr. Sekar Karnam and Mr. Ramesh Subrahmanian as non-executive and Independent Directors on the Board of the Company.

The five year term of Dr. Satyanarayana Chava as Executive Director & CEO and Mr. V.V. Ravi Kumar as Executive Director and CFO had been completed on 31st March 2025. The Board of Directors have, subject to approval of the Shareholders, re-appointed Dr. Satyanarayana Chava for a further period of five years w.e.f. 01st April 2025 and Mr. V.V. Ravi Kumar for a period of two years w.e.f. 01st April, 2025 in their respective positions.

As per the provisions of the Companies Act, 2013, Dr. Satyanarayana Chava and Dr. C.V. Lakshmana Rao will retire at the ensuing annual general meeting and, being eligible, seek re-appointment. The Board of Directors recommends their re-appointment.

Board Meetings:

The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalised in consultation with the Directors to facilitate them to plan their schedule. However, in case of urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, 9 (nine) board meetings were held. The details of the meetings including the composition of various committees are provided in the Corporate Governance Report.

Performance Evaluation:

The formal annual evaluation of the performance of the Board as well as Non-independent directors was undertaken by the Nomination and Remuneration Committee. The performance of Board Committees and of individual independent directors was undertaken by the Board members.

The manner of the evaluation of the Board and other Committees has been determined by the Nomination and Remuneration Committee as per SEBI circular dated January 05, 2017.

Declaration from Independent Directors:

The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Opinion of the Board:

The Board is of the opinion that all the independent directors appointed during the year meet the criteria of independence and the Board is satisfied about their integrity, expertise and experience (including proficiency).

Policy on Directors' Appointment and Remuneration:

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The nomination and remuneration policy is adopted by the Board and the salient features of the policy are as follows:

• Non-Executive and Independent Directors ("NEDs") will be paid remuneration by way of sitting fees and commission. The remuneration/ commission/ compensation to the NEDs will be determined by the Nomination and Remuneration Committee ("Compensation Committee") and recommended to the Board for its approval.

• As approved by the shareholders at the shareholders meeting held on July 20, 2016, remuneration in the form of commission will be paid to Non-Executive Independent Directors not exceeding 1% per annum of the profits of the Company computed in accordance with Section 198 of the Act.

• The payment of the Commission to the NEDs will be placed before the Board every year for its consideration and approval. The sitting fee payable to the NEDs for attending the Board and Compensation Committee meetings will be fixed, subject to the statutory ceiling. The fee will be reviewed periodically and aligned to comparable best in class companies.

• NEDs will not be eligible to receive stock options under the existing employee stock option scheme(s) ("ESOP") of the Company.

• The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Compensation Committee will be within the overall limits specified under the Act.

• The Company's total compensation for Directors and Key Managerial Personnel as defined under the Act / other employees will consist of:

- fixed compensation

- variable compensation in the form of annual incentive

- benefits

- work related facilities and perquisites Changes made to the policy: Nil

The Nomination and Remuneration Policy is placed on the Company's website and the following is web address of the said policy.

https://www.lauruslabs.com/Investors/PDF/Policies/ Remuneration Policy.pdf

Dividend Distribution Policy:

The web link of the Dividend Distribution Policy has been provided below for the perusal of the shareholders.

https://www.lauruslabs.com/Investors/PDF/Policies/ Dividend Policy.pdf

Risk Management:

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Risk Management Committee and Board of Directors on a regular basis. Further, your Company had constituted a Risk Management Committee which lays down various risk mitigating practices that your Company is required to implement.

Adequacy of Internal Financial Controls:

The internal financial controls with reference to the Financial Statements, apart from statutory audit, internal audit and cost audit compliance, are adequate to the size and operations of the Company.

Directors' Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies 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 operative effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.

Related Party Transactions:

In accordance with Section 134(h) of the Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with the Related Parties referred to in Sec.188(1) of the Act, have been provided in Form AOC-2 and attached the same as Annexure-2.

The details of related party disclosures as stated in the notes to the financial statements forms part of this annual report.

Vigil Mechanism:

The Company established a whistleblower policy in order to assure that the business is conducted with integrity and that the Company's financial information is accurate.

Auditors:

(i) Statutory Auditors:

M/s. Deloitte, Haskins & Sells LLP, Firm Registration No.117366W/W-100018 have been appointed as Statutory Auditors of the Company for the second term of five years from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company at a remuneration to be decided by the Board.

(ii) Cost records and Auditors:

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors') Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

Your Board has re-appointed M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year 2025-26. As required by the Act, the remuneration of the Cost Auditors has to be ratified by the Members and accordingly the resolution relating to remuneration of the Cost Auditors is being placed before the Members for their ratification.

(iii) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to the approval of the shareholders, has appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of RPR & Associates, to undertake the Secretarial Audit of the Company for a period of five years i.e. from FY 202526 to FY 2029-30. The Secretarial Audit Report issued by RPR & Associates for the period under review in Form MR-3 is in Annexure-3 to this Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

Auditors' Qualifications/reservations/adverse remarks/ Frauds reported:

There are no Auditors' Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Section 143(12) of the Companies Act, 2013.

Significant and material orders passed by the Courts/ Regulators:

There are no significant and material orders passed by the Courts or Regulators against the Company.

Rating:

CARE has reaffirmed/revised with its rating of "AA Stable" to "AA Negative" on the long term bank facilities of the Company and Reaffirmed A1+ on the short term bank facilities of the Company.

Insurance:

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the relevant details have been provided in Annexure-4 and forms part of this Report.

Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company shall be placed on the Website of the Company at www.lauruslabs.com.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

In accordance with the provisions of Section 134 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of appointment and remuneration of managerial personnel and employees is attached in Annexure-5 to this Report.

Human resources:

The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skill-sets and behavior. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees and could achieve the targeted growth in the performance of the Company.

Employee Stock Options:

During the year, the Company has allotted 2,86,633 (Two lakh eighty six thousand six hundred and thirty-three only) equity shares of H2/- to various eligible employees of the Company under ESOP Schemes 2016 and 2018 upon exercise of their vesting rights in May and December, 2024.

The details of stock options are as mentioned in Annexure-6 and forms part of this Report. Further, the details of the stock options stated in the notes to accounts of the financial statements also forms part of this Annual Report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014, is appended hereto as Annexure-7 and forms part of this Report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Anti-Corruption Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code - 2016 - Nil

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking load from the Banks and Financial Institutions with reasons thereof - Not Applicable

Statement of deviation(s) or variation(s) in the use of proceeds:

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, this is to state that this Regulation is not applicable to the Company since the Company has not made public issue, rights issue or preferential issue during the year under review and accordingly there are no deviations or variations in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable.

Corporate Governance:

A separate section on Corporate Governance practices followed by your Company, as stipulated under Schedule V(C) of the SEBI (LODR) Regulations, 2015 is enclosed and forming part of this report.

The certificate of the Practising Company Secretary Mr.Y.Ravi Prasada Reddy with regard to compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report.

Awards:

• The Company has been honoured with the 2024 DET Hurun Award for outstanding contribution to India's manufacturing economy at the prestigious India Manufacturing Excellence Awards;

• The Company has been recognised as one of the top 75 innovative companies in India for 2024 by the Confederation of Indian Industry (CII);

• The Company has been awarded with the prestigious Export Performance Award at the IPHEX Event;

• The following Laurus Labs Units won the Confederation of Indian Industry (CII), Andhra Pradesh - Industrial Safety Excellence Awards for the Performance Year 2024: -

- Laurus Labs Limited, Unit-1: Outstanding Safety Performer Award

- Laurus Labs Limited, Unit-3: Best Safety performer Award

• Unit-1 has been awarded with the Winner of the Safe Manufacturing Excellence Award at the GMEA 2024;

• Unit-2 received a Silver Award in the National Awards for Manufacturing Excellence 2024

Acknowledgements:

Your Directors would like to place on record their sincere appreciation to customers, business associates, bankers, vendors, government agencies and shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitment and contribution extended by all the employees of the Laurus family and look forward to enjoying their continued support and cooperation.