To

The Members of

Your Directors are pleased to present this Sixth Annual Report of Aarti Pharmalabs Limited ("the Company" or "APL") together with the Audited Financial Statements for the financial year ended March 31, 2025 ("year under review" or "FY 2024-25").

1. FINANCIAL HIGHLIGHTS

( In lakhs except EPS and Book Value)

2. COMPANY'S PERFORMANCE

On a standalone basis, the revenue for FY 2024-25 was 1,78,584 lakhs, higher by 18 % over the previous year's revenue of 1,51,314 lakhs in FY 2023-24. The PAT attributable to shareholders in FY 2024-25 was

25,735 lakhs registering a growth of 28 % over the PAT of 20,065 lakhs in FY 2023-24.

On a consolidated basis, the revenue for FY 2024-25 was 2,12,519 lakhs, higher by 14 % over the previous year's revenue of 1,85,750 lakhs. The profit after tax ("PAT") attributable to shareholders and non-controlling interests for FY 2024-25 and FY 2023-24 was 27,240 lakhs and 21,690 lakhs, respectively and registering a growth of 26 % over the PAT of 21,690 lakhs in FY 2023-24.

3. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 ("Act") and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), prepared in accordance with the provisions of the Act and the Indian Accounting Standards ("IND AS").

4. STATE OF COMPANY'S AFFAIRS

The state of your Company's affairs is given in the Management Discussion and Analysis, which forms part of this Annual Report.

5. RESERVES

The Board of Directors ("Board") of your Company has decided not to transfer any amount to the Reserves for the year under review.

6. DIVIDEND

During the year under review, your Board has declared an Interim Dividend of 2.50 (@ 50%) per equity share of 5/- each aggregating to 2,265.65 lakhs. Further, Directors are pleased to recommend the Final Dividend of 2.50( @50%) per equity share of 5/- each subject to approval of the Shareholders at the ensuing Annual General Meeting ("AGM"), aggregating to a total Dividend of 5 for FY 2024-25, resulting in a total payout

4,531.68 lakhs (Previous Year: 2,718.78 lakhs). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on Record Date.

The Dividend payout is in accordance with the Dividend Distribution Policy, which is available on the website of the Company. As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the top 1,000 listed companies shall formulate a Dividend Distribution Policy. Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available on the website of the Company and the web link thereto is https://www.aartipharmalabs.com/investors/dividend-distribution-policy-feb-2023.pdf

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source (TDS).

7. SHARE CAPITAL

Your Company's Equity Share Capital as on March 31, 2025 was as follows:

During the year 2024-25, 8616 number of equity shares were allotted on March 10, 2025 to the employees of the Company under Aarti Pharma Performance Stock Option Plan 2023' (PSOP 2023). Thus, Issued, Subscribed and Paid-up Capital of the Company stands increased to

45,31,73,120 comprising of 9,06,34,624 equity shares of 5/- each.

The shares so allotted rank pari passu with the existing share capital of the Company. Apart from the same, there was no other change in the share capital of the Company.

The Company has not defaulted on payment of any dues to the financial lenders.

During FY 2024-25, the Company's outlay towards capital expenditure was 43,332 lakhs for the standalone Company and 44,388 lakhs at the consolidated level.

8. SUBSIDIARY/JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has two (2) direct subsidiaries, namely, Aarti Pharmachem Limited and Aarti USA Inc. and one Joint Venture Company, namely, Ganesh Polychem Limited. The said Joint Venture was effective from the beginning of this financial year, i.e., from April 01, 2025.

Aarti USA Inc. has generated turnover during the previous Financial Year more than 10% of the consolidated turnover of the Company. Accordingly, the said Company was material subsidiary of the Company in the immediately preceeding accounting year. However it ceased to be material subsidiary in the current accounting year. A policy on material subsidiaries has been formulated and is available on the website of the Company and the web link thereto is: https://www.aartipharmalabs.com/investors/policy-on-determination-of-material-subsidiary-feb-2023.pdf

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further a statement containing salient features of the financial statement of our Subsidiaries/Jointly controlled entity in the prescribed format AOC–1 is included in the Report as Annexure-A and forms an integral part of this

Report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (‘CSR') Committee in terms of the requirements of Section 135 of the Act read with the rules made thereunder. The composition, detailed terms of reference of the CSR Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. The primary role of this Committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure and oversee the execution and effectiveness of these initiatives.

The Company believes that Corporate Social goes beyond philanthropy and hence we encompass comprehensive community development and sustainability initiatives. We focus on water conservation, health and hygiene, waste management, regenerative agriculture, skill development, education, social advancement , gender equality, women empowerment, and rural development. Through these efforts, we aim to foster holistic community development and drive meaningful change.

During the year under review, our CSR initiatives were executed in accordance with the annual action plan previously approved by the Board. These activities, which are distinctly separate from our normal business operations, focus on pivotal and relevant areas such as livelihood and financial inclusion, animal welfare, agriculture, community development, education, and healthcare. Our aim is to continue focusing on these areas to achieve meaningful and positive outcomes that contribute to the Sustainable Development Goals.

The detailed Policy on Corporate Social Responsibility is available on the website of the Company and the web link https://www.aartipharmalabs.com/investors/csr-policy-feb-2023.pdf.

The CSR Annual Report which contains a brief note on various CSR initiatives undertaken during the year is annexed as Annexure-B and forms an integral part of this Report.

Pursuant to the provisions of section 134(3)(g) of the Act, details of loans, guarantees and investments covered under section 186(4) of the Act are given in the notes to the Audited Standalone Financial Statements, which forms part of the Annual Report.

During the year, the Company has entered into a Share Subscription and Shareholder's Agreement with Pro-zeal Green Power Private Limited (Promoter Company),Pro- Zeal Green Energy Five Private Limited, Special Purpose

Vehicle (SPV) formed for developing, constructing, operating and maintaining a solar power plant, for acquisition of 26.25% of the Equity Shares/ Voting Rights of SPV and investing through Compulsory Convertible Debentures.

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Report.

Your Company actively seeks to adopt global best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance. The Company's Board comprises eminent persons with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities. The Board fulfills its fiduciary responsibilities with a steadfast commitment to safeguarding the interests of the Company and its stakeholders.

The Board of the Company is carefully structured to achieve an optimal balance, consisting of Executive and Non-Executive Directors, including two (2) Women Independent Directors. This composition adheres strictly to the current provisions of the Act and the Listing Regulations ensuring compliance with governance standards. The details of the Board of Directors and Committees along with their composition, number of meetings held and attendance at the meetings during FY 2024-25 are provided in the Corporate Governance Report which forms part of this Report. During the Financial Year under review Seven (7) Board Meetings were held.

Additionally, all directors of the Company have confirmed that they are not disqualified from being appointed as Directors, in accordance with Section 164 of the Act.

In accordance with the regulatory requirements, Shri Parimal H. Desai (DIN: 00009272), Non-Executive and Non Independent Director of the Company retires by rotation in the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Shareholders.

During the year your Company's Board at its meeting held on May 13, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of the following Directors;

1. Shri Pradeep Thakur (DIN: 00685992) as an Additional Director in the category of Non-Executive Independent Director; and

2. Smt. Nehal Garewal (DIN: 01750146) as an Additional Director in the category of Non-Executive Director.

The said appointments were affirmed by the Shareholders at their meeting held on August 07, 2024.

Shri.JeevanMondkarwasappointedastheCompany Secretary and Compliance Officer w.e.f. December 13, 2024, upon the resignation of Shri. Nikhil Natu as the Company Secretary and Compliance Officer of the Company w.e.f October 30, 2024.

The Board places on record its appreciation for Shri. Nikhil Natu for the valuable contribution provided to the Company.

Further, the term of Smt. Rupal Vora, Non-Executive Independent Director of Company shall end with effect from October 16, 2025. Thus, the Board at its meeting held on August 12, 2025 the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Shri Rupal Vora to the members for approval at the ensuing AGM.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, a brief profile of the Directors proposed to be appointed/ re-appointed is made available, as a part of the Notice convening this AGM.

Ms. Vora fulfils the criteria of independence under Regulation 16(1)(b) and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and Section 149(6) of the Act, 2013.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Listing Regulations, the Company has obtained a Certificate from CS Sunil M. Dedhia (COP No. 2031), of Sunil M. Dedhia & Co.

Company Secretary in Practice and the Secretarial Auditor of the Company, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the FY 2024-25.

Your Directors at their meeting held on May 13, 2024, on the recommendation of the Nomination and Remuneration Committee, approved the proposal for payment of commission to Non-Executive Directors as a percentage of profit. The said proposal was approved by the Shareholders' at the Annual General Meeting held on August 07, 2024. The Non-Executive Independent Directors of the Company are entitled to sitting fee and commission as per the statutory provisions and within the limits approved by the Shareholders which was approved by the Board of Directors as per the recommendation of the Nomination and Remuneration Committee.

As on the date of this Report, the Key Managerial Personnel of the Company, in accordance with the provisions of Section 2(51) and Section 203 of the Act include:

1. Managing Directors; a. Smt. Hetal Gogri Gala (additionally she has also been designated as the Vice Chairperson) b. Shri Narendra J. Salvi

2. Shri Nikhil Natu, Company Secretary*;

3. Shri Piyush Lakhani, Chief Financial Officer.

4. Shri Jeevan Mondkar, Company Secretary and Compliance officer**.

Other than above, during the year under review, there was no change in the Key Managerial Personnel of the Company.

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that 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. These declarations include confirmations that they are not barred from holding the office of director by any SEBI order or any other authoritative body. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the Listing Regulations, and that they are independent of the Management of the Company. Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the Listing Regulations, the Board has identified a list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors (including those appointed during the year) have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs.

All the Independent Directors of the Company are made aware of their roles and responsibilities through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Pursuant to Regulation 25(7) of the Listing Regulations, the Independent Directors of the Company were familiarised and the details of familiarization programmes imparted to them during the year, are placed on the website of the Company and the web link at https://www. aartipharmalabs.com/regarding-independent-directors

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that: a) in the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The evaluation was undertaken by way of internal assessments, based on a combination of detailed questionnaires and verbal discussions.

The performance of the Committees and Independent Directors were evaluated by the entire Board of Directors except for the Director being evaluated. The performance evaluation of the Chairman, Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the outcome of evaluation and the process followed thereof.

The details of the composition of the Audit Committee, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year under review, there were no instances where the Board had not accepted any recommendation of the Audit Committee.

In accordance with the provisions of Section 139 of the Act, Gokhale & Sathe, Chartered Accountants (Firm Registration. No. 103264W) were appointed as the Statutory Auditors of the Company at the 4^th AGM for a term of 5 (five) years to hold office till the conclusion of 9^th AGM to be held in the year FY 2028.

The Statutory Auditors' Report forms part of the Annual Report. The said report does not contain any qualification, reservation or adverse remark for the year under review. During FY 2024-25, there were no instances of fraud which required the Statutory Auditors to report the same to the Central Government under Section 143(12) of Act and Rules framed thereunder.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.

The Board has appointed Ketki D. Visariya, Cost Accountants, (Membership No. 16028), as the Cost Auditor of the Company for FY 2025-26. The remuneration payable to the Cost Auditor is required to be placed before the Shareholders in a General Meeting for their approval. Accordingly, a resolution seeking Shareholder's ratification for the remuneration payable to Ketki D. Visariya, Cost Accountants, is included at Item No. 5 of the Notice convening the AGM.

The Company has maintained cost records as specified under section 148(1) of the Act.

Pursuant to provisions of Section 204(1) of the Act and Regulation 24A of the Listing Regulations, the Secretarial Audit Report for the Financial Year ended March 31, 2025 issued by CS Sunil M. Dedhia (COP No. 2031), of Sunil M. Dedhia & Co., Company Secretary in Practice and the Secretarial Auditor of the Company in Form MR-3 is annexed as Annexure-C and forms an integral part of this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance for FY2025 has been issued by CS Sunil M. Dedhia and the same is submitted with the stock exchanges within the given timeframe. The report will also be made available on the website of the Company.

Pursuant to Section 179,204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board and Audit committee has recommended M/s Mehta & Mehta, Practising Company Secretaries (FRN:P1996MH007500) as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for term of five years commencing from FY 2025-26 subject to approval of members at the ensuing AGM.

Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Mehta & Mehta, Practising Company Secretaries have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

The Board takes responsibility for the overall process of risk management throughout the organization. Through an Enterprise Risk Management program, our business units and corporate functions address risks through an institutionalized approach aligned to our objectives. This is facilitated by an internal audit. The Business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are presented to the senior management. The Risk Management Committee reviews business risk areas covering operational, financial, strategic and regulatory risks.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During FY25, we assessed the effectiveness of the Internal Control over Financial Reporting and has determined that our Internal Control over Financial Reporting as at March 31, 2025, is effective.

We continue to closely monitor, assess and implement mitigation plans in consideration of the turbulent geopolitical and economic landscape. This work is underpinned by foresight intelligence and scenario planning to look further ahead and build resilience to alternative futures. Our diverse global customer base gives us the flexibility to react to regional changes in demand by adjusting our sales mix into other markets, while we may adjust product features or content should we face supply challenges informed through our enhanced supply chain risk management framework.

We continue to monitor and assess the global tariff environments to manage their ramifications as effectively as possible, and take mitigating actions such as implementing cost discipline, pricing actions, evaluate our offerings and improving geographical mix.

Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. A risk-aware Company is better equipped to maximize shareholder value.

Your Company has always worked to be contemporary in the application of technology for its business processes and its interface, both within and outside the Company. Towards this end, review of business process, applications available and the digitisation of process with adequate controls is an ongoing work in progress. This calls for seamless integration with our consumers, customers and stakeholder operating ecosystems that can lead to a superior experience by improving agility and responsiveness across the business.

Cybersecurity is essential for any organisation to protect its digital assets from cyber-attacks, data breaches, and other security threats. Technology plays a critical role in cybersecurity and your Company has implemented several measures to enhance its Cybersecurity measures on the principles of Identify, Protect, Detect, Respond and Recover.

Your Company has constituted a Risk Management Committee ("RMC"), which assists the Board in monitoring and overseeing implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the Listing Regulations and as the Board may deem fit from time to time. The Risk Management Policy also covers identification of elements of risk which, in the opinion of the Board, may threaten the existence of the Company.

Your Board has adopted a Risk Management Policy, which is available on the Company's website at https:// www.aartipharmalabs.com/investors/APL_Risk%20 Management%20Policy.pdf

The details of the composition of the RMC, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report.

Your company has robust internal financial controls (IFC) systems, in line with the requirements of the Companies Act 2013. This system enhances transparency and accountability in the organization's process of designing and implementing internal controls.

These systems facilitate mapping with role-based authority to business and functional teams, ensuring smooth operations across the organization. The company's internal control systems are commensurate with the nature & size of its business considering both financial & non-financial controls.

The Company has appointed Manish Modi and Associates, Chartered Accountants as the Internal Auditor, who periodically audits the adequacy and effectiveness of the internal controls laid down by the Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company's internal control systems are commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors' Reports are regularly reviewed by the Audit Committee of the Board.

The Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Act is annexed with the Independent Auditors' Report.

The Company has a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions which is uploaded on the Company's website at https://www.aartipharmalabs.com/investors/apl-rpt-policy-revised-feb-2025-final.pdf. The Policy captures framework for Related Party Transactions and intends to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company or its subsidiaries on one side and Related Parties on the other, in compliance with the applicable laws and regulations as may be amended from time to time.

All transactions with related parties and subsequent material modifications, if any, are placed before the Audit Committee for its review and approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Audit Committee. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm's length's basis, Form AOC–2 is not applicable to Company. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the Shareholders during the year under review.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines. Besides, the details of related party transactions are provided in the accompanying financial statements.

Pursuant to Section 178(3) of the Act and Regulation 19 of Listing Regulations your Company has framed a policy on Directors' appointment and remuneration and other matters which is available on the website of your Company and link for the same is https://www. aartipharmalabs.com/investors/nomination-and-remuneration-policy-feb-2023.pdf

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

The composition of the Committee, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.

Your Company has adopted a Nomination and Remuneration Policy ("Policy") which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members.

The Committee also plays an important role and is responsible for administering the Stock Options Scheme as applicable to the eligible employees of the Company.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-D and forms an integral part of this Report. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

At APL, our focus is "Right person for right job at right time", keeping this in mind we recruit people with the relevant experience and academic background and ensure long term engagement brings results in win-win situations for both employees as well as the organisation. We believe our people are assets in the organisation and invest quality time in nurturing their talent, improving productivity consistently and providing growth paths for them. People at APL are proud of their association with the company.

We firmly believe that our people are our greatest strength and the key to our continued success. Guided by this belief, our HR Department remains dedicated to attracting, developing, engaging, and retaining talent through people-centric policies and industry-leading practices. Our consistent focus on nurturing human capital enables us to deliver on our business goals while fostering a culture of trust, growth, and mutual success.

In line with our commitment to fostering a progressive and healthy work culture, we conducted a comprehensive Employee Satisfaction Survey (ESS) covering all functions and locations. We are pleased to share that 75% of our employees reported high levels of satisfaction, reaffirming that our initiatives and work environment align well with their expectations and aspirations. The insights gained from this survey are being actively leveraged to further enhance our people practices and deepen employee engagement across the organisation.

Recognising and rewarding performance in a fair and timely manner remains a cornerstone of our HR strategy. During the year, we ensured that all employees up to the manager level received timely performance evaluations and corresponding rewards in April 2025. For senior managers and above, appraisals were completed by May 2025. Notably, the average rewards provided were significantly higher than the previous year and exceeded the pharmaceutical industry benchmarks published in Deloitte's 2024–25 Pharma Report. This commitment to market-competitive recognition strengthens our employee value proposition and supports our efforts to attract and retain top talent. Additionally, the appraisal process identified key training needs, which are being addressed through targeted development programmes.

The Company recognises that optimal workforce discipline and productivity are critical to sustaining operational excellence. Through an appropriate recruitment methodology, robust retention policies, and an enriching work environment, we have consistently strived to reduce the attrition rate and implement specific employee growth plans. As a result, we have successfully reduced our attrition rate to 11%, which is lower than the industry benchmark of 14% for 2024–2025. This achievement reflects the heightened sense of responsibility and commitment among our employees towards their work and the organisation.

In addition, we are committed to promoting gender equality by increasing recruitment opportunities for women, both at our offices and factory locations. While the industry average for female representation stands at 27%, over the next two years we aim to significantly increase the number of female employees across all levels.

The Company has customised its organisational structure to align with evolving business requirements and to provide clarity on roles and responsibilities within each function. We have placed strong emphasis on strengthening second-line leadership across all critical areas. During the year, we identified high-potential employees at various levels and invested in preparing them for larger roles and greater responsibilities. This structured approach to succession planning ensures organisational stability and enhances our readiness to meet future challenges effectively. Clear role definitions and functional targets further support accountability and performance.

Developing a sustainable talent pool remains a key priority for us. To this end, we have partnered with reputed Tier II engineering colleges near our manufacturing facilities to recruit Graduate Engineer Trainees (GETs). These young graduates undergo a structured onboarding programme, followed by continuous functional training modules to build the required competencies before they assume key roles within the Company. This initiative not only nurtures local talent but also contributes to reducing attrition by creating a steady pipeline of skilled professionals ready to step in as needed.

At APL, we believe that an engaged workforce is more productive, innovative, and committed. To nurture this engagement, we organised a variety of activities during the year including inter-unit sports tournaments, regional picnics, festival celebrations, Women's Day special events, and health & wellness camps. Additionally, we honour local cultural traditions through site-specific poojas and gatherings, which strengthen team bonding and promote a sense of belonging. These efforts have played a vital role in enhancing employee morale and have directly contributed to the reduction in our attrition rate.

We believe that continuous learning is key to staying ahead of the competition. To support this, we have implemented a robust Learning Management System (LMS) and plan to establish a specialised Learning & Development (L&D) department to further enhance our training capabilities. Feedback on learning and development needs is regularly captured through our self-appraisal system, ensuring that training initiatives remain relevant and impactful.

We firmly believe that investing in our people today builds a stronger, more resilient organisation for tomorrow. As our people grow, so does APL — together, we are creating a workplace that is agile, inclusive, and prepared for sustained success. We have invested in LMS software and are actively developing a dedicated training and talent management team to take our capability-building efforts to the next level.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure –E and forms an integral part of this Report.

Aarti Pharma Performance Stock Option Plan 2023 ("PSOP 2023") was approved by the shareholders at the

4^th AGM of the Company held on September 14, 2023, under which stock options would be granted to the eligible employees in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Pursuant to the PSOP 2023, the Company had granted 40,000 options to eligible employees as per the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 13, 2024. Further the Committee has granted 42,000 options to eligible employees on May 10, 2025

Your Company has received a certificate for FY 2024-25 from CS Sunil M. Dedhia (COP No. 2031), of Sunil M. Dedhia & Co. Company Secretary in Practice and the Secretarial Auditor of the Company that PSOP 2023 has been implemented in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders. Any request for inspection of the said Certificate may please be sent investorrelations@ aartipharmalabs.com.

The details of the stock options granted under the PSOP Scheme and the disclosures in compliance with Regulation 14 of the and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at www.aartipharmalabs.com/other-disclosures.

Your Company upholds a strong corporate governance framework, built on the foundation of effective leadership, well-defined policies, streamlined processes, and a deeply ingrained legacy of values. The Board, in collaboration with the management team, establishes and drives the Company's principles, ensuring that business operations align with these core values. These ethics and standards are seamlessly woven into the Company's culture, business practices, disclosure policies, and stakeholder relationships, maintaining alignment with international best practices and exemplary corporate conduct.

Your Company has fully adhered to the mandatory Corporate Governance requirements outlined in the Listing Regulations. In compliance with Regulation 34 of the Listing Regulations, a dedicated Corporate Governance Report is annexed hereto, forming an integral part of this Report. Additionally, the requisite certification from Gokhale & Sathe, Chartered Accountants, is enclosed within the Corporate Governance Report.

At Aarti Pharmalabs Limited (APL), ensuring the health and safety of all stakeholders—employees, contractors, customers, and visitors—is a core organizational priority. The company integrates safety into every aspect of its operations, from manufacturing and R&D to supply chain activities through robust systems, advanced infrastructure, continuous training, and a strong safety culture. APL aims to proactively identify and mitigate risks, ensuring a secure and compliant working environment across all sites during FY 2024–25.

APL has established strong governance mechanisms to oversee its health and safety framework. EHS Committees are operational at all levels, ensuring fair representation of employees and enabling active participation in health and safety decisions. These committees are responsible for reviewing risk assessments, ensuring the implementation of corrective actions, tracking incident reports, and addressing escalations. Risk mitigation follows a structured hierarchy: Elimination, Substitution, Engineering controls, and Administrative controls. The company enforces a strict Permit to Work system for high-risk activities such as confined space entry, hot work, and work at heights, with clear safety protocols, communication requirements, and control measures.

APL prioritizes occupational health and safety across all business functions, ensuring alignment with ISO 45001:2018 standards. The company has established a comprehensive Occupational Health and Safety Management System under the Aarti Pharma Management System (APMS), covering all employees, contractors, and visitors. The system mandates thorough training in chemical handling, proper usage of personal protective equipment (PPE), and adherence to emergency response protocols. Regular safety drills, toolbox talks, inspections, and monthly safety campaigns are conducted to proactively identify and control workplace risks. Additionally, all employees undergo medical screening at onboarding and periodically thereafter, based on regulatory requirements. APL also introduced software platform at sites to identify and eliminate the risks timely.

APL operates a centralized Process Safety Laboratory equipped with advanced technologies such as Reaction Calorimeter (RC1mx) and Thermal Screening Units (TSu) to assess and manage the risks of handling hazardous chemicals. This in-house facility generates crucial data on reaction behavior and powder safety, which informs safe plant design and processing decisions. During FY 2024–25, the lab performed 396 TSu sample analyses, 119 RC1mx tests, and 91 powder safety evaluations. The company follows a structured four-stage process safety risk assessment framework: Step 1 (Process Safety Information), Step 2 (Hazard Checklist & HIRA), Step 3 (HAZOP), and Step 4 (PSSR), supplemented by tools such as Fault Tree Analysis, FMEA, What-if and occupational exposure banding. External and internal training sessions continuously build process safety capabilities within the workforce.

APL conducts regular, targeted safety training programs designed to instill a proactive safety culture. These sessions cover hazard identification, safe work procedures, emergency preparedness, and the use of safety signage. In FY 2024–25, APL conducted 2280 Occupational Health and Safety (OHS) training sessions. The company's in-house experts, along with external consultants, deliver sessions via classroom formats, online meetings and on-site safety displays. Employees are encouraged to report unsafe conditions and empowered to stop work if they encounter any hazardous situation. Awareness is further reinforced through safety campaigns and practical emergency drills.

APL has implemented stringent safety protocols for contractors working on its premises. These include pre-employment medical fitness evaluations, thorough induction training on safety protocols, and a mandatory work permit system to control site access and job authorization. Contractors are monitored closely for compliance with safety norms, ensuring that all work is conducted under controlled and authorized conditions.

Customer safety is a top priority for APL. The company adheres to globally accepted product safety standards, including the use of GHS-compliant labels and Material Safety Data Sheets (MSDS). APL also aligns its practices with the European Union's REACH regulations. In FY 2024–25, APL reported zero major complaints related to customer health and safety, reflecting the effectiveness of its product safety communication and hazard mitigation protocols.

APL provides robust on-site occupational healthcare services at all manufacturing and R&D locations through

Occupational Health Centres (OHCs) as per regulatory mandates. Each centre is staffed by trained factory medical officers, supported by qualified nurses. These centres offer 24x7 coverage for medical needs, with specific emphasis on managing exposures related to powder, solvents, corrosive chemicals, and noise-intensive machinery. Onsite ambulances and first aid facilities ensure timely emergency response. Periodic medical surveillance, including annual or semi-annual health checkups, is conducted, and follow-up care is ensured until complete rehabilitation, as overseen by the Factory Medical Officer. All Occupational Health Centres (OHCs) maintain mutual aid arrangements with neighbouring industries and nearby hospitals located close to operational sites.

APL fosters a strong culture of safety learning through its monthly "Learning from Incidents" forum, where all incidents are reviewed and shared across sites to prevent recurrence. Global Corrective and Preventive Actions (CAPA) are assigned to ensure learnings are institutionalized company-wide. As a leading organization, APL proactively monitors potential incidents occurring in peer industry segments and implements relevant CAPA at its own sites. Employees are empowered to contribute safety suggestions through both anonymous drop boxes and internal software platforms. Open forums like Toolbox Talks encourage candid discussions and reinforce accountability across all organizational levels.

During the fiscal year under review, our total energy consumption stood at 1,353,826.70 gigajoules (GJ). Out of total energy consumption stands 51,026.5 gigajoules (GJ) from renewable energy sources. As part of our long-term sustainability agenda, we have undertaken significant initiatives to reduce our dependence on conventional fossil fuels. Notably, multiple facilities have successfully transitioned from furnace oil to cleaner energy alternatives, thereby lowering overall emissions. In line with our renewable energy goals, we have also started getting renewable electricity from a solar power plant to our Tarapur cluster via a facility located in Akola district, Maharashtra. This project aims to harness solar energy to offset conventional energy usage and promote a low-carbon operational model across our value chain.

We maintain a robust and systematic approach to waste management, ensuring that all hazardous and non-hazardous wastes generated across our facilities are carefully segregated, recovered, recycled, or disposed of in strict accordance with their physical and chemical properties and in compliance with applicable environmental regulations. Our waste management procedures are routinely reviewed and upgraded to enhance material recovery and reduce the environmental burden.

In FY 2024–25, our total water consumption reached 5,91,301 kiloliters (KL), sourced from both freshwater and recycled/recovered streams. Remarkably, 31% of this total consumption was met through recycled water, underscoring our commitment to circular water use. Freshwater is primarily drawn from industrial supply bodies, while we continue to improve our water stewardship through advanced treatment technologies.

To manage wastewater responsibly, we have implemented high-efficiency treatment systems, including Reverse Osmosis (RO) units, Multiple Effect Evaporators (MEEs), Mechanical Vapour Recompression (MVR) systems, and Agitated Thin Film Dryers (ATFD). These systems enable significant water recovery and reduce waste discharge. A Zero Liquid Discharge (ZLD) policy is rigorously enforced at all manufacturing units, ensuring that no untreated effluent is released into the environment and our operational water impact remains minimal.

We have institutionalized a structured process for managing the end-of-life stage of all products manufactured at our facilities. Each product undergoes a comprehensive shelf-life evaluation based on detailed research and development assessments. Upon client request, we offer technical support and guidance to ensure safe and compliant disposal or treatment of expired products. We have also implemented an Extended Producer Responsibility (EPR) program to ensure the effective collection, treatment, and disposal of all plastic waste generated from the packaging of products and raw materials at the end of its lifecycle.

Significantly, during FY 2024–25, there were no reported cases requiring product end-of-life treatment, resulting in zero environmental impact under this category. This reflects our effective product lifecycle management practices and our continued emphasis on minimizing environmental liability from our offerings.

The Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Reporting as part of the Annual Report for top 1,000 listed entities based on market capitalisation. BRSR for the year under review, as stipulated under Regulation 34(f) of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/ CMD-2/P/CIR/2021/562 dated May 10, 2021 is in a separate section forming part of the Annual Report.

The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Company's Vigil Mechanism Policy. The said Policy of your Company is available on the Company's website at https://www.aartipharmalabs. com/investors/vigil-mechanism-policy-feb-2023.pdf

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

No whistle-blower complaints have been received during the year under review.

The Company believes that every woman employee should have the opportunity to work in an environment free from any conduct which can be considered as Sexual Harassment. The Company has Zero Tolerance towards sexual harassment at the workplace.

The Company is committed to treating every employee with dignity and respect. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. The POSH Policy is gender inclusive and the framework ensures complete anonymity and confidentiality. The said Policy of your Company is available on the Company's website at https://www.aartipharmalabs.com/investors/prevention-of-sexual-harrasment-policy.pdf.

Internal Complaints Committees (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year under review, your Company has not received any complaint pertaining to sexual harassment. Following are the details of complaints received, disposed and pending more than 90 days:

Number of sexual harassment complaints received during the financial year -Nil.

Number of complaints disposed of during the year - N.A. Number of cases pending for more than 90 days- N.A. Additionally the Company has complied with the provisions of Maternity Benefit Act , 1961.

Pursuant to the requirements of Rule 8(2)(ii)(b) of the Companies (Accounts) Rules, 2014 (as amended), the Company confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review.

The Company remains committed to providing a supportive and inclusive workplace for all employees and has ensured that all benefits and safeguards under the said Act have been extended to eligible women employees.

Further, awareness sessions have been conducted to apprise employees of their rights, and appropriate internal systems have been maintained to facilitate timely disbursement of maternity benefits.

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Act and the rules framed thereunder. The requisite return for FY 2024-25 with respect to amount(s) not considered as deposits has been filed.

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During the year under review, your Company had below rating for its bank loan facilities of 700 Crs, which were revalidated from time to time;

On July 17, 2025, CRISIL Ratings Limited (‘CRISIL Ratings') has upgraded the credit ratings for long-term bank loan facilities of the Company to "Crisil AA-/Stable" and the same was intimated to stock exchanges .

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for financial year 2024-25, is available on the Company's website at https://www.aartipharmalabs. com/annual-return

Pursuant to the demerger of pharma undertaking of Aarti Industries Limited during FY 2022-23, proportionate number of shares (i.e.3,13,656 shares) held by the shareholders of Aarti Industries Limited, which were then lying in the IEPF account, were credited to the IEPF demat account of the Company. As at March 31, 2025, 3,13,656 (Three Lakh Thirteen thousand Six Hundred and Fifty Six) equity shares are lying with IEPF. The Final Dividend for FY 2023-24 and Interim Dividend for FY 2024-25 accrued on such shares was credited to the designated bank account of the IEPF authority. Further, the final dividend for FY 2024-25, if approved by the shareholders at the ensuing AGM, shall be credited to the designated bank account of the IEPF authority.

Except for the above, no amount is due to be transferred to the IEPF Account.

Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and processes for monitoring compliance.

In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to the senior management on a periodic basis.

The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

‘SWAYAM' is a secure, user-friendly web-based application, developed by "MUFG Intime india Private Limited" (Formally known as "Link Intime India Pvt Ltd."), our Registrar and Share Transfer Agents, that empowers shareholders to effortlessly access various services. This application can be accessed at https://swayam. in.mpms.mufg.com/

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.

There were no other material changes and commitments affecting the financial position of the Company, which had occurred between the end of the Financial Year to which these financial statements relate and the date of the Report.

During the FY 2024-25, there was no application made and proceeding initiated / pending by any Financial and/ or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("the Code").

Further, there is no application or proceeding pending against your Company under the Code.

During the FY 2024-25, the Company has not made any settlement with its bankers for any loan/ facility availed or/and still in existence.

The Managing Director(s) have not received any remuneration or commission from the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOP) referred to in this Report.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

4. There has been no change in the nature of business of your Company.

5. There was no revision of financial statements and Board's Report of your Company during the year under review.

The Board of Directors place on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.

Salient features of Financial Statements of Subsidiary / Associates / Joint Ventures as per Companies Act, 2013

( in lakhs)

The Financial Statement of Aarti USA Inc whose reporting currency is other than INR are converted into Indian Rupees on the basis of appropriate exchange rate as per the applicable Accounting Standard. US$ 1 = 85.48.

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

The CSR initiatives undertaken by your Company upholds the principles of a responsible corporate citizen and aims to distribute the economic benefits derived by it through active collaboration with credible institutions by contributing to the social and economic development of the communities in which it operates.

The Company's policy on CSR, sets out a statement containing the approach and direction given by the Board of Directors after taking into account the recommendations of its CSR Committee and includes guiding principles for selection, implementation and monitoring of activities as well as formulation of the annual action plan.

This policy is framed pursuant to Section 135 of the Companies Act, 2013 read with the Rules made thereunder as amended time to time.

2. COMPOSITION OF CSR COMMITTEE

The Composition of the CSR Committee as on the date of this report is as follows:

3. DISCLOSURES AT WEB LINK

CSR Committee - https://www.aartipharmalabs.com/investors/composition-of-committees.pdf CSR Policy - https://www.aartipharmalabs.com/investors/csr-policy-feb-2023.pdf CSR Projects approved by Board: https://www.aartipharmalabs.com/csr

4. EXECUTIVE SUMMARY ALONG WITH THE WEB LINK(S) OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014

In pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the impact assessment of CSR projects undertaken by the Company during FY 2024-25, is not applicable.

However, project wise amounts spent together with the lives impacted thereby have been covered later in this report.

(e) CSR Amount spent/ Unspent for the Financial Year

(f) Excess amount for set off, if any:

7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:

8. WHETHER ANY CAPITAL ASSETS HAVE BEEN CREATED OR ACQUIRED THROUGH CORPORATE SOCIAL RESPONSIBILITY AMOUNT SPENT IN THE FINANCIAL YEAR:

If Yes, enter the number of Capital assets created/ acquired: - Not Applicable

9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE AVERAGE NET PROFIT AS PER SUB- SECTION (5) OF SECTION 135: Not Applicable

(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

(CIN: L24100GJ2019PLC110964) Plot No 22/C/1 & 22/C/2, 1^st Phase, GIDC, Vapi, Valsad, Gujarat 396195.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aarti Pharmalabs Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2025 (‘Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment, Overseas Direct Investment, External Commercial Borrowings during the Audit Period; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 which were not applicable to the Company during the Audit Period; (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("SEBI LODR"); (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 which were not applicable to the Company during the Audit Period; (g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 which were not applicable to the Company during the Audit Period; and (i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 which were not applicable to the Company during the Audit Period;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited;

During the Audit Period under review and as per the representations and clarifications made, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above;

I further report that based on review of compliance system prevailing in the Company, I am of the opinion that the Company has adequate systems and processes in place commensurate with its size and nature of operations to monitor and ensure compliance with the following laws applicable specifically to the Company: (a) Drugs & Cosmetics Act, 1940 and rules made thereunder; (b) Narcotic Drugs and Psychotropic Substances Act, 1985; (c) The Insecticides Act, 1968; (d) Explosives Act, 1884 and Rules made thereunder; (e) Air (Prevention and Control of Pollution) Act, 1981; (f) Water (Prevention and Control of Pollution) Act, 1974; (g) The Noise (Regulation and Control) Rules, 2000; (h) Environment Protection Act, 1986 and other environmental laws; (i) The Indian Boilers Act, 1923 & The Indian Boilers Regulations, 1950; (j) Public Liability Insurance Act, 1991; and (k) Hazardous & Other Wastes (Management and Transboundary Movement) Rules, 2016.

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

Adequate notice was given to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at the Board Meetings and Committee Meetings were taken unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the Audit Period under review there were no specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc., having a major bearing on the Company's affairs.

This report is to be read with Annexure which forms an integral part of this report.

The Members,

(CIN: L24100GJ2019PLC110964) Plot No 22/C/1 & 22/C/2, 1^st Phase, GIDC, Vapi, Valsad, Gujarat 396195.

(1) Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

(2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

(3) I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

(4) Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

(5) The compliance of the provisions of Corporate and Other Applicable Laws, Rules, Regulations, Standard is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

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

[Explanation - (i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values.]

1. The remuneration to the Non-Executive Directors is paid by way of sitting fees for attending the Board / Committees Meetings during the year and commission.

2. Mr Jeevan Mondkar was employed for part of the year, the field of % increase in remuneration is not applicable.

3. The Median Remuneration of employees of the Company during FY 2024-25 was 4,70,606.

B. The percentage increase in the median remuneration of employees in FY 2024-25: 12.72%.

C. The number of permanent employees on the rolls of the Company as on March 31, 2025: 2163 nos.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other employees is as per Remuneration Policy of the Company.

At Aarti Pharmalabs Limited, we are committed to conducting our operations with the highest standards of care and efficiency. Our efforts are driven by a clear vision, to contribute to a world where every individual enjoys a better quality of life and a sustainable future. To support this vision, we strive to enhance our eco-effectiveness and minimize our environmental footprint across all areas of our business.

To implement this, we have established dedicated utility expert teams at each of our locations. These teams are tasked with conceptualizing and executing energy-saving initiatives aimed at reducing our carbon footprint and conserving natural resources. We have adopted a comprehensive three-pronged strategy to promote energy conservation, which focuses on minimizing energy leaks, optimizing processes and equipment, and embracing new and efficient technologies.

Our commitment to energy efficiency is further strengthened by validated reduction targets approved by the Science Based Targets initiative (SBTi). These targets help us streamline and prioritize projects with defined timelines and measurable outcomes. To support these goals, we have undertaken extensive retrofitting projects by installing modern, energy-efficient devices and equipment. We have also implemented waste heat recovery systems to capture and reuse energy that would otherwise be lost. In addition, operational inefficiencies that hinder conservation efforts have been proactively identified and resolved.

In the financial year 2024–25, we successfully executed a range of energy-saving projects across our facilities. One of the major milestones was the installation of a solar power plant at our Akola site in Maharashtra, with an annual electricity generation capacity of 26.88 GWh. This plant now supplies clean energy to our operational sites in Maharashtra. We also commissioned green-fuel (briquette) boilers at two major locations at Tarapur, Maharashtra, significantly reducing reliance on fossil fuels for steam generation. Other notable initiatives include improving the power factor to unity, replacing outdated pumps with high-efficiency models, upgrading conventional lighting to LEDs, installing day timers to optimize streetlight usage, and using blowers and vacuum pumps equipped with variable frequency drives

(VFDs). Additionally, we installed pressure transmitter interlocks with VFDs in air compressors to improve energy management and efficiency. Collectively, these actions have led to meaningful energy savings.

To further maximize energy efficiency, we have installed cogeneration power plants and Mechanical Vapour Recompression (MVR) systems at multiple locations. These allow us to optimize the use of coal as an energy source and enable the reuse of steam for internal processes and electricity generation. By capturing and utilizing waste heat from our operations, we are able to meet a portion of our steam requirements while significantly reducing carbon emissions. In FY 2024–25, we generated 6,829.42 gigajoules (GJ) of electricity through our installed steam turbines demonstrating our commitment to sustainable energy practices.

Lookingahead,wecontinuetoexploreinnovativesolutions that align with our sustainability objectives. We have implemented PVA Gel technology at our Gujarat facility to reduce hazardous waste generation and electricity consumption, with plans to scale this across other sites. We have also commissioned new boilers operating on Piped Natural Gas (PNG) at our Dombivli locations in addition to our existing boiler located at Vapi, adopting cleaner fuels to further reduce our environmental impact.

We have replaced the traditional oil bath system with single fluid heating and cooling systems, replicating reactor conditions similar to those used in commercial-scale plants. At our Tarapur facility, we commissioned a non-contact steam ejector to recycle 100% of the condensate back to the boiler, resulting in a notable reduction in coal consumption. At our Dombivli and at one of the Tarapur sites, we successfully installed Screw Press Filters, replacing the conventional Filter Press systems. This upgrade has led to considerable energy savings and reduced operational costs, and we have extended this technology to other sites as communicated in previous years.

Through a combination of strategic planning, technological innovation, and focused execution, Aarti Pharmalabs Limited continues to lead the way in reducing energy consumption, minimizing environmental impact, and advancing toward a more sustainable and energy-efficient future.

We have planned additional investments in the coming years to conserve energy and reduce our environmental footprint, including