DIRECTORS' REPORT

The Directors of your Company are pleased to share their Report for the year ended March 31, 2025.

Financial Results for the year ended March 31, 2025

(' in crores)

2. Dividend

Your Company paid a Special Interim Dividend of ' 12 per
equity share in November 2024 which absorb ' 203.28 crores.
Your Director's are pleased to recommend a final dividend of
' 42 per equity share for the year. This dividend for the year
ended March 31, 2025 is subject to the approval of Members
at the Annual General Meeting to be held on June 27 2025
and will be paid on or after June 30, 2025. If approved by
the Members at the Annual General Meeting, the dividend
will absorb ' 712 crores. The Board of Directors of your
Company had approved the Dividend Distribution Policy on
October 27, 2016, and it is available on the Company's website
(https://india-pharma.gsk.com/media/6486/dividend-
distrubtion-policv.pdf)

3. Management Discussion and Analysis

As required by Regulation 34(2) of SEBI Listing Regulations,
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

Mr. P. V. Bhide ceased to be an Independent Director on
January 7, 2025 & Mr. A. N. Roy and Mr. D. Sundaram ceased
to be Independent Directors with effect from March 29,
2025. The Board places on record their appreciation of the
valuable services rendered by Mr. P. V. Bhide, Mr. A. N. Roy and
Mr. D. Sundaram during their long tenure and for their
contribution to the deliberations of the Board.

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.
Dr. (Ms.) S. Maheshwari from May 18, 2020, Mr. M. Anand from
May 16, 2022, Mr. Somasundaram PR & Dr. A Wadhawan from
March 26, 2025. Mr. Juby Chandy was re-appointed as Whole¬
time Director & Chief Financial Officer(CFO) from April 1, 2025,
for a term of 2 years.

Dr. (Ms.) S. Maheshwari is appointed as an Independent
Director for the second term for three consecutive years from
May 18, 2025 upto May 17 2028 subject to the approval of
Members at ensuing Annual General Meeting (AGM).

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 March 31, 2025, Six Board & Four 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 the Listing Obligations and
Disclosures Regulations (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 year under review, details
of which 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. The same is available on the Company 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 at large. The Policy of RPTs can be
accessed on the Company website: https://india-pharma.gsk.
com/en-in/investors/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) that 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 March 2025 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. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025 is available on
the Company's website (https://india-pharma.gsk.com/en-in/
investors/shareholder-information/annual-return/).

10. Disclosure Requirements

A report on Business Responsibility and Sustainability
Reporting, describing the initiatives taken by your Company
from an Environment, Social, and Governance (ESG)
responsibilities is available on the Company's website https://
india-pharma.gsk.com/en-in/investors/annual-reports/.

Your Company is part of the GSK plc group and conforms to
the norms of Corporate Governance adopted by them. As a
Listed Company, necessary measures are being taken and also
complies with the Listing Obligations & Disclosures Regulations,
2015 (LODR) with the Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the
Auditors, given in Annexure ‘B’, forms a part of this Report.

Your Company's Corporate Social Responsibility (CSR) policy
can be accessed on your Company's website (https://india-
pharma.gsk.com/media/7139/approved-csr-policy.pdf). A
detailed report on the CSR 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 Annual General Meeting
held on 27 July 2022 to hold office from the conclusion of the
said Meeting till the conclusion of the 102 Annual General
Meeting to be held in 2027 on such renumeration to be
determined by the Board of Directors.

Pursuant to the provisions of Section 204 of the Act, and the
Rules made thereunder, the Company has appointed Parikh
& Associates, Practicing Company Secretaries, to undertake
Secretarial Audit of the Company for the financial year
ended March 31, 2025. 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.

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on May 13, 2025 has approved the appointment
of Parikh & Associates, Practising Company Secretaries, a
peer reviewed firm (Firm Registration No. P1988MH009800)
as Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY 2029¬
30, subject to approval of the Members at the ensuing AGM.

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 2025-26. The
Audit Committee and the Board recommended ratification
of remuneration for the year 2024-25 to the Members of the
Company at the ensuing Annual General Meeting.

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

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

12. 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.

13. General

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated in Section 134(3)m of the Companies Act, 2013,

and the rules framed thereunder is attached herewith as
Annexure ‘E’ which forms a part of this Report. The Disclosures
pertaining to the remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 and the
rules made thereunder are enclosed as Annexure ‘F’ which
forms a part of this Report. 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 information relating to top ten employees in terms
of remuneration and employees who were in receipt of
remuneration of not less than ' 1.02 cores during the year or
' 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 to in.investorquery@gsk.com by
mentioning “Request for Inspection” in the subject of the email.

14. 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. R. S. Karnad

Chairperson

Mumbai, May 13, 2025