DIRECTORS' REPORT

Your directors take pleasure to present the Board's Report in line with the Companies Act, 2013 ("Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This report
presents the Audited financial results and other developments in respect of the Company during the financial year ended on
31 March 2026 ("FY26"/ "Financial Year") and up to the date of the Board meeting held on 22 May 2026 to approve this report.

Financial Highlights

The Company's financial performance for the financial year ended 31 March 2026:

*The amounts have been restated pursuant to merger of its five wholly owned subsidiaries with the Company.

Performance Highlights (Consolidated)

• The Company's performance has been discussed in detail
in the ‘Management Discussion and Analysis Report'.

• The Company is engaged in pharmaceuticals business,
and there has been no change in the nature of the
business of the Company during the financial year ended
31 March 2026.

Material Changes and Commitments

There have been no material changes and commitments
affecting the Company's financial position between the end of
the financial year and the date of this report other than those
which have already been disclosed to the Stock Exchanges.

Consolidated Accounts

The consolidated financial statements for the year ended 31
March 2026, pursuant to Section 129(3) of the Act form part
of this Annual Report.

Dividend

During the year under review, the Board has declared an
interim dividend of ^ 11.00 (Rupees Eleven only) per equity
share of ^ 1.00 (Rupee One only) each [previous year ^ 10.50
(Rupees Ten and Paise Fifty only) per equity share of ^ 1.00
(Rupee One only) each] for the year ended 31 March 2026.

In addition to the above, the Board has recommended a final
dividend of ^ 5.00 (Rupees Five only) per equity share of face
value ^ 1.00 (Rupee One only) each [previous year ^ 5.50
(Rupees Five and Paise Fifty only) per equity share of face
value ^ 1.00 (Rupee One only) each] for the financial year
ended 31 March 2026. The final dividend, if approved by the
shareholders at the ensuing 34^th Annual General Meeting
("AGM”), shall be paid after deduction of tax at source, as
applicable, and would result in a cash outflow of approximately
^ 11,996.67 million. Consequently, the total dividend payout

Investor Education and Protection Fund ("IEPF”) / Unclaimed Dividends

Pursuant to Section 124 of the Act, dividends that are unpaid or unclaimed for a period of seven years shall be transferred to
the IEPF, along with the underlying shares on which such dividends remain unclaimed.

Transfer to IEPF

Details of transfers to IEPF during the year under review are as follows:

In its endeavour to facilitate and safeguard shareholders'
interests, the Company has taken several proactive, voluntary
initiatives. These include:

Facilitation of Unclaimed Dividend Payments

The Company processed dividends remaining unclaimed
for earlier years based on analysis of shareholders whose
updated bank account details were available with the
Company, as evidenced by the most recent electronic
dividend payouts. These efforts enabled eligible shareholders
to receive their rightful dues.

Outreach to Physical Shareholders

The Company leveraged its pan-India field force network
to reach shareholders holding shares in physical form who
were not actively connected with the Company and assisted
them in updating and regularising their records, thereby
enabling them to claim unclaimed dividends. This initiative has
facilitated improved realisation of shareholder entitlements
and enhanced overall investor outreach.

SEBI Special Windows for Re-lodgement and
Dematerialisation

During the year, the Securities and Exchange Board of India
("SEBI") introduced special windows to facilitate transfer and
dematerialisation of physical securities purchased or sold
prior to 1 April 2019.

• A re-lodgement facility was available from 7 July 2025 to
6 January 2026.

• A further special window commenced from 5 February
2026 and will remain open until 4 February 2027,
covering eligible re-lodged and fresh cases where original
share certificates are available.

Shares transferred pursuant to these windows are credited
only in dematerialised form and are subject to a one-year
lock-in period. The Company disseminated requisite
information in compliance with SEBI requirements.

Support to IEPF "Saksham Niveshak”
Campaign

The IEPF Authority, Ministry of Corporate Affairs, launched
the 100 Days Campaign “Saksham Niveshak” from 28 July
2025 to 6 November 2025 to facilitate shareholders in
claiming unclaimed dividends prior to transfer to the IEPF.

In support of the Campaign, the Company undertook
proactive investor outreach through individual notices,
emails, SMS and newspaper publications, encouraging
shareholders to update their KYC, bank mandates and other
requisite details to enable timely claims and reduce transfers
to the IEPF.

Appeal to the Shareholders

The Board continues to encourage shareholders to
periodically review and claim any unpaid dividends lying with
the Company. Information relating to unpaid and unclaimed
dividends outstanding up to the relevant financial years, the

corresponding shares liable to be transferred (or already
transferred) to the IEPF Authority, along with applicable due
dates, is available on the Company's website.

Details of the procedure for claiming amounts or shares from
the IEPF Authority can be accessed at www.sunpharma.
com under Investors > Shareholders' Information >

Investor Services.

Shareholder Satisfaction Survey

With a view to further strengthening shareholder services,
the Company undertook a Shareholder Satisfaction Survey to
obtain feedback on the services rendered by its Registrar and
Transfer Agent, MUFG Intime India Private Limited (formerly
known as Link Intime India Private Limited).

The Survey was conducted from 17 March 2026 to 31 March
2026 and was open to shareholders who had availed RTA
services during the period from 1 April 2025 to 31 December
2025. The Survey facilitated the collection of constructive
feedback from shareholders, which has been duly shared
with the RTA and is expected to contribute towards
continuous improvement in service delivery and overall
shareholder experience.

Memorandum of Association

During the year, the Board approved an alteration to
the Objects Clause of the Company's Memorandum of
Association to include an additional object for undertaking
captive and renewable energy activities. The said alteration
was approved by the shareholders through a special
resolution passed by Postal Ballot on 17 April 2026.

Public Deposits

The Company has not accepted any deposits from the public
during the financial year under review within the meaning of
Chapter V of the Act and the rules made thereunder.

Credit Rating

There has been no change to the credit rating during the
year, as disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

Board Policies

The various policies that the Board has approved and adopted
in accordance with the requirements set forth by the Act
and the Listing Regulations can be accessed at our website at
https://www.sunpharma.com/policies.

Transfer to Reserves

The Board has not proposed any transfer of profits to
reserves during the year. The Composite Scheme of
Arrangement implemented during the year involved
reclassification of general reserve to retained earnings and
amalgamation of wholly-owned subsidiaries and did not result
in any transfer to reserves. The Board considers it appropriate
to retain resources to support the Company's operational and
strategic requirements.

Loans, Guarantees and Investments

The Company continues to maintain a prudent approach in
respect of loans, guarantees and investments, undertaken as
part of its overall financial and strategic management. All such
transactions during the year under review were carried out in
compliance with the provisions of Section 186 of the Act. The
details of loans given, guarantees provided, and investments
made have been duly disclosed in the Financial Statements
forming part of this Annual Report.

Changes in Capital Structure

During the financial year under review, there was no change
in the issued, subscribed or paid-up share capital of the
Company. Pursuant to the Composite Scheme of Arrangement
implemented during the year, the authorised share capital of
the Company increased to ^ 6,179,700,000 on account of the
amalgamation of the authorised share capital of the transferor
wholly-owned subsidiaries with that of the Company.

The paid-up equity share capital of the Company as on 31
March 2026 remained at ^ 2,399,334,970. The Company did
not issue any shares or other convertible securities, including
sweat equity shares or securities under stock option schemes,
during the year.

Subsidiaries/ Joint Ventures/ Associates

The statement containing the salient features of the Financial
Statements of the Company's subsidiaries/ joint ventures/
associates is given in Form AOC - 1, provided in Notes to
the consolidated financial statements, forming part of this
Annual Report.

Details pertaining to entities that became subsidiaries/
joint ventures/ associates and those that ceased to be the
subsidiaries/ joint ventures/ associates of the Company
during the year under review are provided in the notes to
the consolidated financial statements, forming part of this
Annual Report.

As on 31 March 2026, the Board of the Company comprised
eight members. This included four Executive Directors, of
whom three are associated with the Promoter, including
one woman director; and four Non-Executive Independent
Directors, one of whom is a Woman Independent Director.
Details relating to the composition of the Board and its
Committees, and other related information are provided
in the Corporate Governance Report forming part of this
Annual Report.

During the financial year under review and up to the date
of this Report, the following were the changes in the
composition of the Board and Key Managerial Personnel of
the Company:

Change in Managing Director

1. Mr. Dilip Shanghvi (DIN: 00005588) stepped down as
Managing Director effective from 01 September 2025
and continues to be the Chairman. His appointment as
the Executive Chairman of the Company is for a term of
five years commencing from 1 September 2025 to 31
August 2030, as approved by the shareholders at the
33^rd AGM.

2. Mr. Kirti Ganorkar (DIN: 10620142) was appointed as
the Managing Director of the Company for a term of five
years commencing from 1 September 2025 to 31 August
2030, as approved by the shareholders at the 33^rd AGM.

Change in Executive Director

3. Ms. Vidhi Shanghvi (DIN: 06497350) was appointed as a
Whole-time Director of the Company for a term of five
years with effect from 22 May 2025 to 21 May 2030, as
approved by the shareholders at the 33^rd AGM.

Change in Non-Executive Directors

4. Mr. Sudhir Valia (DIN: 00005561), Non-Executive
Non-Independent Director, retired from the Board at the
conclusion of the 33^rd AGM on 31 July 2025.

5. Dr. Pawan Goenka (DIN: 00254502) was re-appointed as
a Non-Executive Independent Director of the Company
for a second term of five years commencing from 21
May 2026 to 20 May 2031, pursuant to the approval of
the shareholders through Postal Ballot. He shall continue
to hold office after attaining the age of seventy-five (75)
years during the said term and shall not be liable to retire
by rotation.

6. Ms. Rama Bijapurkar (DIN: 00001835), Non-Executive
Independent Director, completed her first term of
appointment and ceased to be a Director of the
Company with effect from closure of business hours on
20 May 2026.

7. Ms. Satyavati Berera (DIN: 05002709) was appointed
as a Non-Executive Independent Director of the
Company for a term of five years commencing from 8
May 2026 to 07 May 2031, pursuant to the approval of
the shareholders through Postal Ballot. She shall not be
liable to retire by rotation.

8. Dr. Andreas Busch (DIN: 11699735) has been appointed
as a Non-Executive Independent Director of the
Company for a term of five years with effect from 12
May 2026 upto 11 May 2031, subject to the approval of
the shareholders at the ensuing 34^th AGM. He shall not
be liable to retire by rotation.

Change in Chief Financial Officer

9. Ms. Jayashree Satagopan was appointed as the Chief
Financial Officer and Key Managerial Personnel of the
Company with effect from 01 July 2025.

10. Mr. C. S. Muralidharan, Chief Financial Officer, retired
from the services of the Company and ceased to be the
Chief Financial Officer with effect from 01 July 2025.

The requisite disclosures as required under the Act, the
Listing Regulations and Secretarial Standard-2 on General
Meetings issued by the Institute of Company Secretaries
of India (“ICSI”) are provided in the Notice convening the
34^th AGM.

Declaration by Independent Directors

The Company has received declarations from all Independent
Directors confirming that they meet the criteria of
independence as outlined in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. Additionally,
the Independent Directors have declared their compliance
with Rules 6(1) and 6(2) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, regarding
their inclusion in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

There have been no changes in the circumstances affecting
their status as Independent Directors of the Company. In
the opinion of the Board, the Independent Directors meet
the conditions specified under the Act and the Listing
Regulations, and they remain independent of management.

This requirement underscores the importance of Independent
Directors in providing unbiased oversight. They help
make sure that the Board's decisions are not swayed by
management or major shareholders.

Familiarisation Programme for the
Independent Directors

In compliance with the requirements of Regulation 25(7)
of the Listing Regulations, the Company has put in place a
Familiarisation Programme for the Independent Directors
to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in
which the Company operates, business model etc. The details
of the Familiarisation Programme are available on the website
of the Company athttps://sunpharma.com/policies/

Board Performance Evaluation

The Board Performance Evaluation is conducted annually
under a comprehensive Performance Evaluation Programme
(“PEP"), which is an integral part of the Nomination and
Remuneration Committee's (“NRC") roles and responsibilities.
Each year, the NRC reviews the performance evaluation
criteria for the Board as a whole, its Committees, and
individual Directors, taking into account applicable SEBI
Regulations and the Guidance Note on Board Evaluation
issued by ICSI.

For the financial year 2025-26, the PEP was implemented
through a structured, multi-pronged approach to ensure
a robust, objective, and effective evaluation process. The
approach comprised the following:

• Questionnaire Approach:

Structured questionnaires covering the performance of
the Board as a whole, Board Committees, and individual
Directors were circulated to all Board members. The
questionnaires sought inputs on various aspects of
governance, strategy, oversight, Board dynamics, and
individual contribution.

• Interaction Approach:

In addition, the Lead Independent Director held one-
on-one interactions with each Board member to solicit
qualitative feedback, views, and suggestions on the
effectiveness of the Board's functioning, decision¬
making processes, Committee operations, and overall
governance framework.

• Meeting of Independent Directors

The Independent Directors held their separate meeting,
as required, to review the performance of the Board as
a whole, the Chairperson, Non-Independent Directors
and the Board Committees. The views and suggestions
expressed at the said meeting were noted and have
been appropriately considered in the performance
evaluation process. Action points arising therefrom are
being taken forward for implementation.

Remuneration Policy and Criteria for
Appointment of Directors

The Company has in place a process for selection of any
Director, wherein the NRC identifies persons of integrity
who possess relevant expertise, experience and leadership
qualities required for the position and the Committee also
ensures that the incumbent fulfils such criteria with regard
to qualifications, positive attributes, independence, age and
other criteria as laid down under the Act, Listing Regulations
or other applicable laws and the diversity attributes as per the
Board Diversity Policy of the Company. The Remuneration
Policy, inter alia, covers guiding principles and components
such as fixed or variable remuneration, retirement benefits,
and commissions.

The Remuneration Policy, as approved by the Board, is
available on the Company's website athttps://sunpharma.
com/policies.

Information as per Section 197 (12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in ‘Annexure -
A' to this Report. Further, the information pertaining to Rule
5(2) & 5(3) of the aforesaid Rules, pertaining to the names
and other particulars of employees, is available for inspection
at the registered office of the Company during business
hours, and the Annual Report is being sent to the members,
excluding this. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary and
Compliance Officer either at the Registered/Corporate Office
address or by email tosecretarial@sunpharma.com.

Board Diversity

Your Company recognises and embraces the importance of a
diverse Board in its success. The Board has adopted the Board
Diversity Policy, which sets out the approach to the diversity
of the Board. The said Policy is available on the Company's
website athttps://sunpharma.com/policies.

Succession Plan

The Company has an effective succession planning
mechanism focusing on the orderly succession of Directors,
Key Management Personnel, and Senior Management.

The NRC implements this mechanism in conjunction with
the Board.

Corporate Governance Report

The Corporate Governance Report and the certificate from
the Company's Auditors, as stipulated in Schedule V of the
Listing Regulations, are provided in a separate section which
forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed
under Part B of Schedule V read with Regulation 34(3) of
the Listing Regulations is provided in a separate section and
forms part of this Annual Report which includes the state of
affairs of the Company, and there has been no change in the
nature of business of the Company during the financial year
ended 31 March 2026.

Board Meetings

The Board of the Company met 7 (seven) times during the
year under review. The dates of the Board meetings and the
attendance of the Directors at the meetings are provided in
the Corporate Governance Report, which forms a part of this
Annual Report.

Committees of the Board

As on 31 March 2026, the Board has established six
Committees: the Audit Committee, the Nomination and
Remuneration Committee, the Stakeholders Relationship
Committee, the Risk Management Committee, the Corporate
Social Responsibility Committee, and the Corporate
Governance and ESG Committee.

The Corporate Governance Report, which is included in this
Annual Report, provides details about the meetings and
composition of the Board Committees.

Related Party Transactions

Given the Company's global reach, size, and operations,
related party transactions are essential to its core business.
As part of various measures for better corporate governance,
the Company has constituted a special Committee, the
Corporate Governance and ESG Committee (“CGESGC”),
which, inter alia, monitors and reviews all related party
transactions before recommending them to the Audit
Committee for approval. Furthermore, the Company verifies
the nature of these transactions by obtaining a certificate
from an Independent consultant confirming whether they
were conducted at arm's length and in the ordinary course of
business. This certificate is then presented to the CGESGC
and Audit Committee for thorough evaluation, ensuring a
robust governance process.

The Policy on Materiality of and Dealing with Related Party
Transactions, as approved by the Board, is available on the
website of the Company athttps://www.sunpharma.com/
policies.

As required under Section 134(3)(h) of the Act, details of
transactions entered with related parties under the Act
are given in Form AOC-2, provided as Annexure - B' to
this Report.

Internal Controls and Internal Financial
ControlsInternal Controls

The Company recognises that a strong internal control
environment is fundamental to effective governance,
sustainable value creation, and stakeholder confidence.
Management is responsible for establishing, maintaining,
and continuously strengthening internal controls that are
commensurate with the scale, complexity, and geographic
footprint of the Company's operations.

The internal control framework is designed to provide
reasonable assurance regarding the achievement of business
objectives across operations, reporting, and compliance. It
encompasses clearly defined policies, standard operating
procedures, segregation of duties, preventive and detective
controls, and monitoring mechanisms. These controls support
operational effectiveness, safeguard assets, enhance process
discipline, and facilitate timely and reliable decision making.

The framework is dynamic and risk responsive, with periodic
reassessment to address evolving business models, regulatory
expectations, digital transformation initiatives, emerging
risks, and changing external conditions. Control owners
across business units are accountable for operating controls
effectively, while independent assurance is provided through
structured internal audit and monitoring activities.

Insights arising from audits, risk assessments, investigations,
and data analytics are leveraged to drive continuous
improvement, remediation of control gaps, and strengthening
of governance practices across the organisation.

Internal Financial Controls

The Company has established an adequate and effective
system of internal financial controls (“IFC”) over financial
reporting, forming an integral part of the overall internal
control framework. These controls are designed to ensure
the orderly and efficient conduct of business, reliability of
financial reporting, and compliance with applicable laws
and regulations.

The IFC framework is aligned with globally recognised
standards and supports the preparation of Financial
Statements that present a true and fair view in accordance
with applicable accounting principles. It covers entity
level controls, process level controls, and technology
enabled controls across significant business processes and
legal entities.

During the year, the Company continued its focus on:

• Strengthening control design and operating effectiveness,

• Transitioning from manual to automated controls,
particularly in finance and IT-dependent processes, and

• Enhancing coordination with statutory auditors to ensure
alignment on risk assessment, testing methodology, and
remediation outcomes.

The effectiveness of internal financial controls is assessed
through a combination of management self-assessments,
independent testing, and audit committee oversight.

Identified deficiencies, if any, are addressed through time-
bound corrective actions, with progress monitored to ensure
sustainable remediation.

Whistle-blower Policy / Vigil Mechanism

The Company is committed to maintaining the highest
standards of ethical conduct, integrity, and transparency
across all its operations. The Global Code of Conduct
provides the foundation for ethical behaviour and serves as
a guide for employees, directors, and other stakeholders in
conducting business responsibly.

In line with this commitment, the Company has established
a robust Global Whistle blower Policy / Vigil Mechanism,
approved by the Board and administered with appropriate
independence. The mechanism enables employees and
other stakeholders to report concerns relating to unethical
behaviour, fraud, violations of law or policy, and other
misconduct, without fear of retaliation.

Key features of the vigil mechanism include:

• Multiple confidential reporting channels, including web
based and direct reporting mechanisms,

• Protection of whistle blowers against retaliation,

• Independent investigation of reported concerns with
appropriate oversight, and

• Time bound tracking, reporting, and closure of cases.

The Global Whistle-Blower Policy has been periodically
enhanced to reflect evolving regulatory expectations, data
privacy considerations, and best practices, and is accessible
on the Company's website athttps://sunpharma.com/policies.

The Audit Committee provides oversight of the vigil
mechanism and reviews significant cases, trends, and
remediation actions. Management leverages insights from
whistle blower cases to strengthen controls, promote ethical
culture, and reinforce accountability across the organisation.

For more in-depth information regarding the Company's vigil
mechanism, please refer to the Corporate Governance Report
included within this Annual Report.

Global Internal Audit

The Global Internal Audit ("GIA") function operates
independently and reports functionally to the Audit
Committee of the Board and administratively to senior
management. The function is governed by an Audit Charter
approved by the Audit Committee and operates in accordance
with recognised professional standards.

GIA adopts a risk based and forward looking audit approach,
providing independent assurance on the adequacy and
effectiveness of governance, risk management, and internal
controls. Audits cover financial, operational, compliance,
information technology, and strategic risk areas and are
conducted across business units and geographies on a
rotational basis.

In addition to assurance, GIA plays an advisory and value
enabling role, supporting management through:

• Thematic and cross functional reviews,

• Early identification of emerging risks and control gaps,

• Data driven insights and analytics,

• Investigations and integrity reviews, and

• Recommendations focused on process simplification,
standardisation, automation, and sustainable remediation.

The GIA team comprises professionals with diverse
qualifications, including Chartered Accountants, Certified
Internal Auditors, Certified Information Systems Auditors,
Certified Fraud Examiners, MBAs, and Engineers.

During the year, the Company further strengthened audit
governance and execution through enhanced use of
technology. The Laser Audit Reporting System (LARS®),
implemented effective 1 April 2024, enables end to end
management of the audit lifecycle, real time tracking of
audit progress, standardised documentation, and structured
monitoring of action plan closure.

Audit findings, key themes, and status of corrective actions
are regularly reviewed by the Audit Committee. Management
is responsible for timely implementation of agreed
actions, with closure monitored through structured follow
up mechanisms.

Enterprise Risk Management

The Board of Directors, through the Risk Management
Committee ("RMC"), oversees the Company's Enterprise Risk
Management ("ERM") framework. The Committee reviews the
Company's risk profile, risk appetite, and the effectiveness
of risk mitigation strategies. Details of the Committee's
composition and functioning are set out in the Corporate
Governance Report forming part of this Annual Report.

The Company has implemented a comprehensive and
integrated ERM framework that supports identification,
assessment, prioritisation, and management of risks that
may affect the achievement of strategic and operational
objectives. The framework aligns risk considerations with
strategy, capital allocation, and performance management.

Key elements of the ERM framework include:

• Identification of strategic, financial, operational,
regulatory, sustainability, cyber, geopolitical, third party,
and emerging risks,

• Clear ownership of risks and mitigation actions by
designated risk owners,

• Assessment of risk likelihood, impact, and control
effectiveness, and

• Periodic review and escalation of key risks to senior
management and the Board.

Risks and mitigations are documented in a comprehensive
enterprise risk register, which is updated at least semi annually
in consultation with business, regional, and functional
leaders. The register captures evolving risk trends, mitigation
status, and emerging risk insights to support informed
decision making.

The Company leverages digital enablement through the Laser
Risk Management System (LERMS®), implemented effective
1 September 2024, which provides a centralised platform
for risk identification, assessment, mitigation tracking, and
reporting. The system facilitates consistency, transparency,
and enterprise wide risk awareness.

ERM discussions are integrated into Board and
management reviews, enabling proactive risk responses,
minimisation of unexpected losses, and strengthening of
organisational resilience.

In order to comply with the above requirements, the Board
of Directors has established RMC to oversee the spectrum
of organisational risks diligently. The Corporate Governance
Report, an integral part of this Annual Report, provides
detailed insights into the Committee's operations. The
Committee evaluates the effectiveness of risk mitigation
strategies, ensuring they are robust and responsive. In line
with this, the Board has endorsed a comprehensive Risk
Management Policy, a synopsis of which can be accessed on
our website athttps://sunpharma.com/policies.

AuditorsStatutory Auditors

Disclosing the details of the Statutory Auditors in the Board's
Report helps ensure transparency and gives shareholders
and other stakeholders confidence in the Company's financial
health and adherence to Regulations.

S R B C & CO LLP, Chartered Accountants, (Firm's
Registration. No. 324982E/ E300003), have been re¬
appointed as the Statutory Auditors of the Company for
a period of 5 (five) years at the 30^th AGM of the Company
to hold office till the conclusion of the 35^th AGM of
the Company.

The Auditor's Report for the financial year 2025-26 has been
issued with an unmodified opinion.

Secretarial Auditors

The Secretarial Audit verifies whether the Company complies
with various laws and regulations, thereby strengthening its
compliance efforts. The Board is responsible for responding
to any issues raised in the audit report, demonstrating
its commitment to making the necessary changes and
maintaining high compliance standards.

Based on the recommendation of the Board, the shareholders
of the Company had appointed KJB & CO LLP, Practising
Company Secretaries, to undertake the Secretarial Audit
of the Company for a term of five (5) consecutive years, to
hold such office from the conclusion of 33^rd AGM up to the
conclusion of 38^th AGM, at such remuneration as may be
fixed by the Board, from time to time. The Secretarial Audit
Report in the Form No. MR-3 for the year is provided as
Annexure - C1' to this Report.

The Secretarial Audit Report for the year does not contain
any qualification, reservation or adverse remark.

In accordance with the provision of Regulation 24A of the
Listing Regulations, Secretarial Audit of two material unlisted
Indian subsidiaries of the Company namely, Sun Pharma
Laboratories Limited (SPLL) and Sun Pharma Distributors
Limited (SPDL), was undertaken by KJB & CO LLP, Practicing
Company Secretaries, Mumbai and the Secretarial Audit
Reports issued by them are provided as ‘Annexure - C2'
and ‘Annexure - C3' respectively to this Report. The
Secretarial Audit Reports for these material unlisted Indian
subsidiaries do not contain any qualification, reservation or
adverse remark.

Cost Auditors

The Cost Auditors play a crucial role in examining the
Company's cost accounting practices and verifying the
accuracy of its cost records. Through detailed assessments,
they ensure that the Company adheres to legal standards and
effectively manages its costs.

The Board has appointed M/s. Narasimha Murthy & Co.,

Cost Accountants (Firm's Registration No. 000042), as Cost
Auditor of the Company, to conduct the audit of cost records
maintained by the Company for the financial year 2025-26.

The Company has maintained the Cost Records as specified
by the Central Government under Section 148(1) of the Act.

Business Responsibility & Sustainability
Report

The Business Responsibility and Sustainability Report of the
Company for the year ended 31 March 2026 is provided in a
separate section and forms part of this Annual Report and is
also made available on the website of the Company athttps://
sunpharma.com/investors-annual-reports-presentations.

Further, the Company publishes a separate Sustainability
Report, which inter alia includes details of CSR expenditure,
initiatives, and broader Environmental, Social, and
Governance (ESG) performance. The Sustainability Report is
duly submitted to the stock exchanges and is also available on
the website of the Company at www.sunpharma.com.

Corporate Social Responsibility ("CSR”)

In compliance with the requirements of Section 135 of the
Act, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the CSR Policy of the Company
is available on the website of the Company athttps://
sunpharma.com/policies.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, is provided as
‘Annexure - E' to this Report.

Human Resources

FY26 continued to be a year of meaningful progress
for us. Our people remained at the core of our success,
demonstrating unwavering commitment to ensuring
uninterrupted access to medicines for patients across
markets. Guided by the philosophy of Sunology and aligned
to our Employee Value Proposition-Better Everyday, Take
Charge, Thrive Together-the focus remained on building
a safe, inclusive, and performance-driven workplace.

The Key HR priorities included enhancing the employer brand,
strengthening our talent management practices, along with
focus on high performance and effectiveness. Going forward,
we will continue investments in leadership development,
organizational effectiveness, and digital enablement helping
us strengthen our people foundation for the future.

Your Board would like to take this opportunity to express
their gratitude and appreciation for the dedication and
contribution of all employees and looks forward to their
continued partnership in Sun Pharma's growth journey.

Gender Composition / No. of Employees as
on 31 March 2026

Considering the strategic importance of CSR to the Company,
a comprehensive CSR Report is published in addition to the
disclosures mandated under the Act. It provides detailed
information on the Company's CSR initiatives, including
areas of expenditure, key programs and interventions, and
implementation mechanisms. It also encompasses impact
assessment studies, stakeholder engagement, and survey-
based evaluations undertaken to assess the effectiveness,
reach, and sustainability of the CSR initiatives at a group level.

The Report underscores the Company's commitment to
responsible corporate citizenship and transparent disclosure
of its social impact. The same is available on the Company's
website and can be accessed at:https://sunpharma.com/csr/

Disclosure under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your Board strongly believes in providing a safe and
harassment free workplace for each and every individual
working for the Company through various interventions and
practices. It is the continuous endeavour of the management
of the Company to create and provide an environment to all
its employees that is free from discrimination and harassment
including sexual harassment. The Company has adopted a
policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. The Company has arranged various interactive

awareness workshops in this regard for the employees at the
manufacturing sites, R & D set ups & corporate office during
the year under review.

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

Particulars of the Complaints are as follows:

Regulations, thereby reinforcing awareness and adherence
to the Code. The Code under the Insider Trading Regulations
is available on the Company's website athttps://sunpharma.
com/policies.

Disclosure under the Maternity Benefit
Act, 1961

Your Board affirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961, and the rules
made thereunder. The Company has in place appropriate
systems and policies to provide maternity benefits and relatet
entitlements to eligible women employees, in accordance
with the statutory requirements. The Company continues
to endeavour to provide a supportive and inclusive work
environment for women employees.

Prohibition of Insider Trading

The Company has established a Code of Conduct for
Prohibition of Insider Trading (“Code”) to govern, monitor,
and report trading in the Company's shares by designated
persons and their immediate relatives, in accordance with the
Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.

The Code outlines the procedures that designated persons
must follow when trading or dealing in the Company's shares
and sharing Unpublished Price Sensitive Information (UPSI).

The Compliance Team of the Company circulates fortnightly
communications to employees to apprise them of the
governance do's and don'ts under the Insider Trading

Cyber Security

In response to increasing cyber threats, we continuously
review and strengthen our cybersecurity framework. The
Company has real-time security monitoring and layered
controls across user devices, networks, servers, applications,
and data to safeguard systems and information. The
company has a written down, defined Information Security
Management System and has been recently certified as ISO
27001:2022 compliant.

Regulatory Orders

There are currently no material orders from regulatory
authorities, courts, or tribunals that could impact the
Company's ability to operate as a going concern. The
Company remains committed to transparent and timely
disclosures in accordance with Listing Regulations, should any
significant regulatory developments arise.

Annual Return

The Annual Return as required under sub-section (3) of
Section 92 of the Act in form MGT-7 is made available on
the website of the Company and can be accessed athttps://
sunpharma.com/annual-return.

Secretarial Standards

The Company has complied with the applicable Secretarial
Standards as amended from time to time.

Other Disclosures

1. During the year under review, the Statutory Auditor,
Cost Auditor and Secretarial Auditor have not reported
any instances of fraud committed in the Company by its
Officers or Employees to the Audit Committee and/or
Board under section 143(12) of the Act.

2. There are no proceedings initiated/ pending against your
Company under the Insolvency and Bankruptcy Code,
2016, and there is no instance of one-time settlement
with any Bank or Financial Institution.

3. Pursuant to the approval of the shareholders of the
Company obtained on 21 January 2025, a petition
was filed with the Hon'ble National Company Law
Tribunal (“NCLT”) in respect of the Composite Scheme
of Arrangement. The NCLT admitted the petition
and passed its approval order for the Scheme, which
provided for (a) the amalgamation of the Company's
wholly-owned subsidiary companies, namely Sun
Pharmaceutical Medicare Limited, Green Eco
Development Centre Limited, Faststone Mercantile

Company Private Limited, Realstone Multitrade Private
Limited and Skisen Labs Private Limited, with the
Company, and (b) the reclassification of the General
Reserve of the Company to Retained Earnings. The
Composite Scheme of Arrangement became effective
upon filing of the NCLT order dated 7 October 2025
with the Registrar of Companies on 22 November 2025.

4. The Company has not issued any equity shares with
differential rights regarding dividends, voting, or
other rights.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

Acknowledgements

Your Board wishes to thank all stakeholders, employees, business partners, the Company's bankers, medical professionals and
business associates for their continued support and valuable cooperation.

Your Board also wishes to express its gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Dilip Shanghvi Kirti Ganorkar

Place: Mumbai Executive Chairman Managing Director

Date: 22 May 2026 (DIN: 00005588) (DIN: 10620142)