The Directors of your Company are pleased to share their Report for the year ended 31^st March 2026.

1. Financial Results for the year ended 31^st March 2026

2. Dividend

Your Director's are pleased to recommend a final dividend
of Rs. 57/- per equity share for the year. This dividend for
the year ended 31^st March 2026 is subject to the approval
of Members at the Annual General Meeting on 30^th June
2026 and will be paid on or after 1^st July 2026. If approved
by the Members at the Annual General Meeting, the
dividend will absorb Rs. 966 crores. The Board of Directors
of your Company had approved the Dividend Distribution
Policy on 27^th October 2016, and it is available on the
Company's website (https://india-pharma.gsk.com/
media/6486/dividend-distrubtion-policy.pdf)

3. Management Discussion and Analysis

As required by Regulation 34(2) of SEBI Listing Obligations
& Disclosure Requirement (LODR), a Management
Discussion and Analysis Report given in Annexure ‘A’,
forms a part of this Report. The state of the affairs of
the business along with the financial and operational
developments has been discussed in detail in the
Management Discussion and Analysis Report.

4. Directors &

Key Managerial Personnel

Mr. Juby Chandy, Whole-time Director & Chief Financial
Officer (“CFO”), transitioned into new role to lead APAC
Finance within the GSK Group, and hence resigned as
a director, w.e.f. 11^th March 2026. The Board places on
records its sincere appreciation to Mr. Juby Chandy for his
valuable contributions during his tenure as Whole-Time
Director and CFO of the Company. Mr. Ronojit Biswas was
appointed as Whole-time Director & CFO from 1^st April
2026, for a term of 3 years.

As per the provisions under Section 149 of the Companies
Act, 2013, the Board and Members have approved the
appointment of all the existing Independent Directors
for their first term viz., Mr. M. Anand from 16^th May
2022, Mr. Somasundaram PR & Dr. A Wadhawan from
26^th March 2025 & second term of Dr. (Ms.) S. Maheshwari
from 18^th May 2025.

The Independent Directors have submitted the
Declaration of Independence, as required pursuant to
Section 149 (7) of the Companies Act, 2013, stating that
they meet the criteria of Independence as provided in
sub-section (6).

During the year ended 31^st March 2026, Six Board &
Five Audit Committee Meetings were held, the details
of which are given in the Corporate Governance Report.
The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

5. Remuneration Policy and
Board Evaluation

In compliance with the provisions of the Companies Act,
2013 and Regulation 27 of LODR, the Board of Directors on
the recommendation of the Nomination & Remuneration
Committee, adopted a Policy on remuneration of Directors
and Senior Management. The Remuneration Policy is
stated in the Corporate Governance Report. Performance
evaluation of the Board was carried out during the period
under review. The details are given in the Corporate
Governance Report.

6. Familiarization programs for the
Independent Directors

In compliance with the provisions of LODR, the Company
has put in place a familiarization programme for the
Independent Directors to familiarize them with their role,
rights and responsibilities as Directors, the working of the
Company, nature of the industry in which the Company
operates, business model, etc. It is also available on the
Company's website:

https://india-pharma.gsk.com/en-in/investors/

shareholder-information/policies

7. Particulars of Contracts and Related
Party Transactions (“RPT”)

In line with the requirements of the Companies Act, 2013
and LODR, your Company has formulated a policy on RPT.
All RPTs entered into, during the year ended, were on arm's

length basis and were in ordinary course of business. There
were no materially significant RPTs with the Promoters,
Directors or Key Managerial Personnel which may have
a potential conflict of interest of the Company's at large.
The Policy of RPTs can be accessed on the Company's
website:https://india-pharma.gsk.com/en-in/i nvestors/
shareholder-information/policies.

All RPTs are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for
RPTs on a quarterly basis for transactions which are of a
repetitive nature and / or entered in the ordinary course
of business and are at arm's length. All RPTs are subject
to independent review by a reputed accounting firm to
establish compliance with the requirements of RPTs under
the Companies Act, 2013 and LODR.

8. Directors’ Responsibility Statement

Your Directors confirm:

(i) t hat in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with proper explanations relating to
material departures, if any;

(ii) that the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as on 31^st March 2026 and
of the profit of the Company for the year ended on
that date;

(iii) that the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(iv) that the Directors have prepared the annual
accounts on a going concern basis;

(v) that proper internal financial controls laid down by
the Directors were followed by the Company and
such internal financial controls are adequate and
were operating effectively and;

(vi) that proper systems to ensure compliance with
the provisions of all applicable laws have been
devised and such systems were adequate and were
operating effectively.

9. Conservation of energy, technology
absorption at Nashik site, foreign
exchange earnings and outgo
Conservation of Energy

• Reduction of 2308 KL fresh water in 2025 -
Sustainability towards water positive.

• Site received BSI Kite mark Antimicrobial resistance
certification with Zero Non-conformance.

• Site received Certificate of Alliance for Water
Stewardship International Water Stewardship Standard
v 2.0.

• Zero Liquid Discharge.

• Reduced energy consumption by 709918 kWh
equivalent to CO₂ reduction of 508 metric tons.

• Installed 300 kW capacity Solar Power System.

• Site received EHS Excellence award and Site
sustainability excellence award 2025 from Eminence
Business media.

Technology absorption:

• Sewerage Treatment Plant - 66 KLD for domestic
wastewater treatment.

• Advanced Cooling Tower 900 TR Capacity.

• Electronic data integration of in-process quality check
instrument at Eltroxin manufacturing, enhancing Data
Integrity feature.

• Artificial Intelligence/Machine Learning for purified
water plants, thus enhancing the plant performance.

• Upgrade of electrical & control panel in Alexander
Werk Roll Compactor in Albendazole manufacturing,
thus enhancing the equipment upkeep and Data
Integrity functionality.

Foreign exchange earnings and outgo:

10. Particulars of employees

The information under Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014:

• Ratio of Remuneration of Non-Executive Directors, Whole-time Directors & Key Managerial Personnel (KMP) to the median
remuneration of the employees of the Company for the financial year ended 31^st March 2026.

programmes undertaken during the year is provided in
Annexure ‘C’ to the Directors' Report of this Annual Report.

As per the provisions of Section 139 of the Companies Act,
2013, Deloitte Haskins and Sells LLP, Chartered Accountants
were appointed as the Statutory Auditors of the Company
for a second term of five years at the 97^th Annual General
Meeting held on 27^th July 2022 to hold office from the
conclusion of the said Meeting till the conclusion of the
102^nd Annual General Meeting to be held in 2027 on a
remuneration to be determined by the Board of Directors.

Pursuant to the provisions of Section 204 of the Act,
and the Rules made there under and LODR, Parikh
& Associates, Practicing Company Secretaries, were
appointed as the Secretarial Auditors of the Company for
the first term of five years from 1^st April 2025 to 31^st March
2030 and remuneration to be determined by the Board of
Directors. The Report of the Secretarial Auditor is annexed
to the Board Report as Annexure ‘D’ which forms a part of
this Report. The Secretarial Audit Report does not contain
any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013,
the Board of Directors on the recommendation of the
Audit Committee have appointed R. Nanabhoy & Co.,
Cost Accountants for conducting the audit of the cost
accounting records maintained by the Company for its
Formulations for the year 2026-2027. The Audit Committee
and the Board recommended ratification of remuneration
for the year 2025-26 & 2026-27 to the Members of the
Company at the ensuing Annual General Meeting.

13. Transfer of Equity Shares Unpaid/
Unclaimed Dividend to the Investor
Education Protection Fund (“IEPF”)

In line with the statutory requirements, the Company
has transferred to the credit of the IEPF set up by the
Government of India, equity shares in respect of which
dividend had remained unpaid/ unclaimed for a period of
seven consecutive years within the timelines laid down by
the MCA. An unpaid/unclaimed dividend for seven years
or more has also been transferred to the IEPF pursuant to
the requirements under the Act.

A special cycle of remittance was conducted once during
the year to remit unclaimed dividends directly into the
updated bank account of shareholders before transfer of
such dividends to IEPF.

KYC letters are sent to encourage shareholders to update
their KYC details and dematerialize their shares held in
physical form.

The Investor Education and Protection Fund Authority
(IEPFA), under India's Ministry of Corporate Affairs
(MCA), had requested companies to carry out a special
outreach campaign “Saksham Niveshak” from July
8,2025, to November 6, 2025, and from April 1, 2026 to
July 9, 2026 to reach out to shareholders whose dividend
remain unpaid/unclaimed.

The objective of this campaign is to proactively encourage
investors to claim their rightful dividends and update KYC
details (PAN, Bank details, Nomination) well before the
funds and the underlying shares are transferred to the
IEPF account.

14. Compliance with Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively.

15. General

Pursuant to Section 129(3) of the Companies Act, 2013, a
statement in form AOC-1' containing salient features of
the Financial Statements of the Subsidiary Company is
attached. Although the audited statements of accounts,

relating to the Company's subsidiary is no longer required
to be attached to the Company's Annual Report, the same
is enclosed as and in way of better disclosure practice.

The Company complies with Maternity Benefits provisions
as provided under Chapter VI of Code on Social
Security, 2020.

The information relating to top ten employees in terms
of remuneration and employees who were in receipt of
remuneration of not less than Rs. 1.02 Crores during the year
or Rs. 8.5 Lakhs per month during any part of the year forms
part of this report and will be provided to any Shareholder
on a written request to the Company Secretary. In terms
of Section 136 of the Act, the said report will be available
for inspection of the Members at the registered office of
the Company during the business hours on working day of
the Company upto date of Annual General Meeting and
through electronic mode. The Members may write an email
toin.investorquerv@gsk.comby mentioning “Request for
Inspection” in the subject of the email.

16. Acknowledgments

The Directors expressed their appreciation for the
contribution made by the employees to the significant
improvement in the operations of the Company and for
the support received from all other Stakeholders including
Members, Doctors, Medical Professionals, Customers,
Suppliers, Business Partners and the Government.

The Board and the Management of your Company are
indeed appreciative of the substantial support being
received from GSK Plc, the parent organization, in
providing new healthcare solutions which are products
of its discovery labs and the technological improvements
which benefit your Company immensely.

On behalf of the Board of Directors

Ms. Renu S. Karnad

Chairperson

Mumbai, 13^th May 2026