Panacea Biotec Ltd

Your Directors take pleasure in presenting the 40^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors' Reports thereon for the financial year ended March 31, 2024.

The highlights of standalone and consolidated Financial Results of the Company are summarized below:

( in million)

During the financial year ended March 31, 2024, your Company's revenues from operations have grown by ~40% to 3,596.04 million as against 2,570.67 million during the previous financial year. The revenue growth is driven mainly by higher institutional sales of pentavalent vaccine Easyfive-TT? and bivalent oral polio vaccine (bOPV).

The Company's consolidated revenues from operations have also grown by ~22% to 5,591.68 million during the financial year under review as against 4,599.46 million during the previous financial year. The consolidated revenues have mainly increased due to higher institutional sales of vaccines registered by the Company and growth of pharmaceuticals exports to international markets including as a result of launch of Paclitaxel Protein-Bound Particles for Injectable Suspension (Albumin-Bound), a generic version of Abraxane? in Canada by the Company's wholly owned subsidiary Panacea Biotec Pharma Limited ("PBPL").

On standalone basis, the Company has registered positive EBITDA of 141.67 million during the financial year under review as against EBITDA loss of 626.27 million during previous financial year. The EBITDA growth is mainly due to higher revenue growth during the financial year under review. The Company has earned profit before exceptional items and tax of 42.06 million as against loss of 627.52 million during previous financial year, mainly due to higher revenues and operating profits earned during the financial year under review. The Company's consolidated EBITDA loss has significantly reduced by ~80% to 200.61 million during the financial year under review as against EBITDA loss of 979.59 million during previous financial year. The consolidated loss before exceptional items and tax has also reduced by ~62% to 345.57 million during the financial year under review as compared to loss of 898.56 million during previous financial year, mainly due to better operational performance in the vaccine business of the Company.

The Company's consolidated loss after tax and exceptional items for financial year 2023-24 has also been significantly reduced to 15.05 million as against 337.45 million during previous financial year due to the above stated reasons. A detailed discussion on the industry overview, external environment & economic outlook and the Company's operations for the financial year ended March 31, 2024 is given in the Management Discussion and Analysis Report forming part of the Annual Report.

During the year under review, the Company has neither issued any debt instruments nor availed any bank facility and has consequently not carried out any credit rating.

In view of the accumulated losses until previous year and inadequate profits during financial year 2023-24, the Board of Directors has decided to retain the entire amount of profit and invest the surplus amount towards the growth of the Company and hence not recommended any dividend on the Equity as well as Preference Shares of the Company. In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Company has in place a Dividend Distribution Policy which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The same may be accessed on the Company's website at the link: https://www.panaceabiotec.com/en/section/information-repository/policy.

The Board of Directors has not proposed any transfer to reserves during the financial year under review.

There has been no change in the capital structure of the Company during the financial year under review. The issued, subscribed and paid-up Share Capital of the Company as on March 31, 2024, remains unchanged at 222.62 million (comprising of 61.25 million equity share capital divided into 61,250,746 Equity Shares of 1 each and 161.37 million preference share capital divided into 16,137,000 Non-Convertible Cumulative Non-Participating Redeemable Preference Shares of 10 each). Similarly, the authorised share capital of the Company also remains unchanged at 1,223.37 million (comprising of 125,000,000 Equity Shares of 1 each and 109,837,000 Preference Shares of 10 each).

The Company has neither issued any shares or other convertible securities nor any equity share with differential rights / sweat equity shares under Rule 4 & Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014. The Company has also neither issued any debentures, bonds, non-convertible securities or warrants nor redeemed any debentures or preference shares, during the year under review.

The Company has from time to time during the year under review and thereafter, informed its stakeholders about the key developments that took place by disseminating necessary information to the stock exchanges and through various other means of communication.

Some of the key events held during the year under review and thereafter are mentioned below: i. Receipt of award from Fortune India – The Next 500: Sectoral Star – Pharma Category, 2023: Fortune India Magazine, a monthly publication, has tracked the achievements of India's biggest emerging companies in 2023 across different industry sectors and has awarded PBPL with the Fortune "The Next 500" 2023, Sectoral Star – Pharma category award on July 07, 2023. The award was given by Mr. Anurag Thakur, Union Minister for Information

& Broadcasting, Sports and Youth Affairs, Government of India who was the Chief Guest to commemorate Fortune India's annual special issue "The Next 500" that lists the Top 500 emerging companies in the Country. ii. Development of Novel Tetravalent Dengue Vaccine "DengiAll?": The Company had collaborated with Indian Council of Medical Research ("ICMR") in year 2022 for undertaking Phase III clinical trial for DengiAll? a single dose live-attenuated tetravalent vaccine against dengue fever in adults. The Company has successfully manufactured 3 exhibit batches of drug substances and drug product and the same has been released by Central Drug Laboratory (CDL), Kasauli following which the Drug Controller General of India (DCGI) has given necessary permission to undertake the Phase III Clinical Trial in India. The Phase III clinical trial for DengiAll? in adults, has recently been initiated. The clinical trial will be conducted at 19 sites with ~10,335 participants across India. The said vaccine is expected to be launched in 2026, subject to receipt of necessary regulatory approvals. iii. Launch of health supplement products: PBPL has entered into a new business in health supplement products. It has developed its own product portfolio for nutrition segment at its Sampann R&D Center, Lalru and has set-up a manufacturing facility to manufacture these products at Baddi, Himachal Pradesh. To start with, in June 2023, PBPL has launched pediatric nutrition products under the brand name, ChilRunfull?, ChilRun?7+, ChilRun? No Sucrose in ~100 territories across India covering almost 4,000 doctors. PBPL is now in the process of establishing its business of health supplements products in International markets. iv. Launch of Paclitaxel in Canada: PBPL has launched Paclitaxel Protein-Bound Particles for Injectable Suspension (Albumin-Bound), first generic version of Abraxane? in the Canadian market through its strategic partner Apotex Inc., Canada on October 27, 2023. Paclitaxel Protein-Bound Particles for Injectable Suspension is indicated for the treatment of metastatic breast cancer, non-small cell lung cancer and adenocarcinoma of the pancreas. v. The Company has launched world's first fully liquid wP-IPV based pentavalent vaccine, EasyFourPol? in India which protects children against 5 deadly diseases, viz. diphtheria, tetanus, pertussis, polio and haemophilus influenza type B.

vi. Registration of Valganciclovir Powder for Oral Solution in Germany: PBPL has received registration of Valganciclovir 50 mg/ml Powder for Oral Solution through its fellow wholly-owned subsidiary company viz. Panacea Biotec Germany GmbH (PBGG) in Germany. Valganciclovir Powder for Oral Solution is a welcome addition to PBGG's transplant portfolio in Germany. The product is planned for commercial launch during the current year.

vii. Site Inspection by the United States Food and Drug Administration ("USFDA"): USFDA conducted a surprise inspection of PBPL's pharmaceutical formulations facility in October 2023 and upon completion of the said inspection, PBPL was issued Form 483 with 9 observations for its Oncology Facility and in response thereto PBPL had immediately initiated actions to address specific observations raised in the ‘FDA Form 483' and submitted its responses along with Corrective and Preventive Actions ("CAPA") with USFDA from time to time. USFDA issued letter maintaining facility status as Official Action Indicated (OAI), which does not impact existing business of PBPL in US. However, satisfactory resolution of the observations raised by USFDA, is necessary for approval of the ANDA filed for Paclitaxel Protein-Bound Particles for Injectable Suspension (Albumin-Bound) from the said facility.

Apart from the updates mentioned above and disclosed elsewhere in the Annual Report, there were no significant events during and after the end of the financial year ended March 31, 2024.

The Company has an approved Employee Stock Option Plan 2020 ("ESOP 2020"/ "Plan") for the employees of the Company and its subsidiaries. However, no options have been granted under ESOP 2020 till date.

During the year under review, no significant and material order was passed by any regulator or court or tribunal which may impact the going concern status and your Company's operations in future.

During the financial year 2011-12, a search operation was conducted by Income Tax Department in the premises of the Company and hence the Company re-filed the income tax returns for the Assessment Years ("AY") 2006-07 to 2012-13. During the financial year 2014-15, the Income Tax Department completed the assessment of the said years, disallowed certain expenses, and issued demand of 3,294.90 million (including interest) on various grounds. The Company preferred appeals before CIT (Appeals) against the orders of the Income Tax Department and after several hearings in the matter and based on the facts of the matter, the appeals were decided in favour of the Company and the entire demand of 3,294.90 million was cancelled. However, CIT (Appeals) made certain disallowances of 60.20 million with respect to AY 2010-11

& AY 2011-12 against which the Company has filed appeals before the Income Tax Appellate Tribunal ("ITAT"). The Income Tax Department has also filed appeals before ITAT against the orders of CIT (Appeals). The appeals before ITAT are pending at present. Based on the expert opinion, the Company believes that it has merit in these cases.

Your Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability. The Board supports the broad principles of Corporate Governance and lays emphasis on its role to align and direct the actions of the Company in achieving its objectives. Your directors reaffirm their commitment to adhere to the highest corporate governance and ethical practices. The Company has complied with the requirements of the SEBI LODR Regulations regarding corporate governance. In compliance with Regulation 34(3) of the SEBI LODR Regulations, a report on corporate governance for the financial year under review is presented in a separate section and forms an integral part of the Annual Report. The requisite certificate from M/s R&D Company Secretaries, Secretarial Auditors, confirming compliance with the conditions of Corporate Governance is attached thereto and forms part of the Annual Report.

Pursuant to Regulation 34(3) of the SEBI LODR Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section and forms an integral part of the Annual Report.

The Business Responsibility and Sustainability Report for the year under review, as required pursuant to Regulation 34(2)

(f ) of the SEBI LODR Regulations, is presented in a separate section and forms an integral part of the Annual Report. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

As on March 31, 2024, your Company had 3 Wholly Owned

Subsidiary ("WOS") companies, viz. Panacea Biotec Pharma Limited ("PBPL"), Meyten Realtech Private Limited ("Meyten") and Panacea Biotec (International) S.A. ("PBS"), Switzerland and 1 indirect WOS company, viz. Panacea Biotec Germany GmbH ("PBGG"), the WOS of PBS.

Subsequent to the financial year end, 1 indirect WOS company viz. Panacea Biotec Inc. ("PB Inc.") has been incorporated in Delaware, USA as a WOS of PBPL on April 09, 2024, for the purpose of buying, selling, marketing, importing, exporting, distributing, and dealing in services and products related to health and wellness, such as nutrition, dietary supplements, OTC drugs, medical devices, prescription drugs, and vaccines.

PBPL is engaged in the research, development, manufacturing and marketing of pharmaceutical formulations and health supplement products in India and international markets. As on March 31, 2024, the Company holds 1,000,000 equity shares of 1 each with an investment of 1.00 million in PBPL.

Meyten is engaged in the real estate business. The Board of Directors of Meyten has, in its Meeting held on April 20, 2023, issued and allotted 4,776,319 equity shares of 1 each to the Company, pursuant to the terms of the Composite Scheme of Arrangement ("Scheme") amongst Meyten, Radhika Heights Limited, an erstwhile WOS of the Company ("RHL") and Cabana Structures Limited (WOS of RHL), and their respective shareholders and creditors for, inter-alia, demerger of Specified Leasing Business of RHL into Meyten. As on March 31, 2024, the Company holds 4,876,319 equity shares of 1 each in Meyten. PBS was earlier engaged in the business of trading of pharmaceutical products and is currently not pursuing any business. Since no further activity is envisaged to be undertaken by PBS, it has been decided to liquidate PBS. The Company holds 6,000 equity shares of CHF 100 each with an investment of 34.36 million in PBS as on March 31, 2024. PBGG is engaged in marketing of pharmaceutical products including the Company's products in Germany. PBGG is proposed to be converted into indirect WOS of the Company through PBPL by way of acquisition of 100% shares of PBGG by PBPL from PBS.

As on March 31, 2024, your Company had 2 joint ventures, viz. Adveta Power Private Limited ("Adveta") and Chiron Panacea Vaccines Private Limited (Under Liquidation) ("CPV") and 1 associate company, viz. PanEra Biotec Private Limited ("PanEra"). Adveta and PanEra have been considered as subsidiaries for the purpose of consolidation of accounts pursuant to the provisions of Indian Accounting Standards ("Ind AS").

Adveta: The Company's 50:50 joint venture with PanEra, was earlier granted in-principle approval by the Government of Arunachal Pradesh for allotment of two Power Projects of 80 MW and 75 MW in financial year 2012-13 which was subsequently cancelled. As part of business restructuring, Adveta was proposed to be merged into PBPL, however, considering the cancellation of projects, alternate options are being explored.

CPV: Post completion of voluntary winding-up of CPV, the Joint Liquidators of CPV submitted the final Liquidator's Statement of Account with the Official Liquidator, Mumbai ("OL"), during the financial year 2022-23. The OL has submitted its report with the Hon'ble High Court of Bombay and the Hon'ble High Court vide its Order dated July 11, 2024 approved the same and CPV stands dissolved from the date of submission of the said report i.e. June 20, 2024. PanEra: PanEra was granted in-principle approval by the Government of Himachal Pradesh for allotment of a hydropower project of 4 MW, in earlier years. However, no major investment has been made in this regard. As part of business restructuring, PanEra is proposed to be merged into PBPL so that PBPL can move towards net zero carbon emission and use energies which are sustainable and good for environment and at the same time economical to PBPL. Also, post this merger, PBPL will largely become self-reliant in its own energy requirements.

Pursuant to Regulation 46(2)(h) of the SEBI LODR Regulations, the Company has formulated a Policy for determining material subsidiaries which may be accessed on the Company's website at the link: https://www.panaceabiotec.com/en/section/ information-repository/policy.

As on March 31, 2024, as well as on the date of this report, Panacea Biotec Pharma Limited is the only material subsidiary of the Company pursuant to the SEBI LODR Regulations.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a separate statement containing the salient features of financial statements, performance and financial position of each of the Company's Subsidiaries, Associates and Joint Venture, in the prescribed Form AOC-1, forms part of the Annual Report and hence not repeated here for the sake of brevity. The contribution of the Subsidiaries, Associates and Joint Venture to the overall performance of your Company is outlined in Note No. 50 of the Consolidated Financial Statements for the year ended March 31, 2024.

In accordance with the provisions of Section 136 of the Act read with SEBI LODR Regulations, the standalone and consolidated financial statements of the Company along with related information and separate audited financial statements of the Subsidiaries are available on the website of the Company at https://www.panaceabiotec.com/en/section/information-repository/annual-report and https://www.panaceabiotec. com/en/section/information-repository/subsidiaries-financial-information, respectively. The financial statements of the subsidiaries will also be made available upon request of any member of the Company who is interested in obtaining the same.

The Consolidated Financial Statements of the Company and its Subsidiaries, Associates and Joint Venture, prepared in terms of Section 129 of the Act, Regulation 33 of the SEBI LODR Regulations and in accordance with Ind AS 110 read with Ind AS 28 and 31 as specified in the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules") and provisions of Schedule III to the Act, together with Auditors' Report thereon, forms part of the Annual Report.

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Act, the Ind AS Rules and other relevant provisions of the Act.

The Equity Shares of the Company continue to be listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The requisite annual listing fees for the financial year 2024-25 have been paid to these Exchanges well within the due dates.

During the year under review, your Company has neither invited nor accepted any deposits from the public / members pursuant to the provisions of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as on the balance sheet date.

During the year under review, the Company has also not availed any loan from any of its directors. The details of outstanding loans received from the director of the Company have been disclosed in Note No. 41 to the Standalone Financial Statements forming part of the Annual Report. Further, in compliance with provisions of the Companies (Acceptance of Deposits) Rules, 2014, the director of the Company, from whom money was received during earlier years, had furnished to the Company, a declaration in writing to the effect that the amount was not being given by him out of funds acquired by him by borrowing or accepting loans or deposits from others.

Directors and Key Managerial Personnel i. Appointment / Re-appointment of non-executive Independent Directors: Mrs. Ambika Sharma (DIN: 08201798) has been appointed as non-executive Independent Director of the Company for a period of 5 years w.e.f. February 14, 2024. The said appointment was also approved by the shareholders on April 11, 2024, by way of passing a special resolution through Postal Ballot.

Further, Mr. Bhupinder Singh (DIN: 00062754) has been re-appointed as non-executive Independent Director of the Company for a second term of 1 year w.e.f. April 08, 2024. The said re-appointment was also approved by the shareholders on April 11, 2024, by way of passing a special resolution through Postal Ballot. In the opinion of the Board, Mrs. Ambika Sharma and Mr. Bhupinder Singh are persons of integrity and possess requisite expertise and experience for appointment / re-appointment as independent directors of the Company. Further, they are exempted from the requirement to undertake online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

ii. Completion of tenure of Independent Directors: Mr. Krishna Murari Lal (DIN: 00016166), Mr. Namdeo Narayan Khamitkar (DIN: 00017154) and Mr. Raghava Lakshmi Narasimhan (DIN: 00073873) ceased to be the independent directors of the Company on March 31, 2024 upon completion of their second and final term of 5 consecutive years as Independent Directors.

Your directors express their deep appreciation and gratitude to the aforesaid directors for their extensive contribution and guidance received towards the business growth of the Company.

iii. Re-designation of Whole-time director: Mr. Ankesh Jain (DIN: 03556647) has been re-designated as Whole-time Director w.e.f. June 01, 2024, from the current position of Whole-time Director designated as Director Sales & Marketing, for remaining tenure of his term i.e. from June 01, 2024 to March 31, 2025.

iv. Directors Retiring by Rotation: In accordance with the provisions of Section 152 of the Act and Article 119 of the Articles of Association of the Company, Mr. Narotam Kumar Juneja (DIN: 01204817), Non-Executive Non-Independent Director of the Company is liable to retire by rotation. Being eligible he has offered himself for re-appointment as director at the ensuing Annual General Meeting ("AGM") of the Company and he is proposed to be re-appointed as director for a period upto March 31, 2025.

v. Profile of Director seeking re-appointment: The brief resume of the Director seeking re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company and the Corporate Governance Report forming part of the Annual Report.

vi. Declaration of independence / compliance with Code of Conduct: Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence provided in Section 149(6) of the Act and Regulation 16 of the SEBI LODR Regulations, and that there has been no change in the circumstances which may affect their status as independent director during the year under review. The Independent Directors have also affirmed compliance with the Code of Conduct laid down by the Board of Directors for all the Board Members, Senior Management Personnel and other employees of the Company, during the year under review 2023-24.

vii. Registration in Independent Directors' Data Bank: The Company has received confirmation from all its Independent Directors that they are registered in the Independent Directors' Data Bank of the Indian Institute of Corporate Affairs at Manesar, for a period of 5 years, in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

All the above appointments / re-appointments by the Board of Directors are based on the performance evaluation and recommendation of the Nomination and Remuneration

Committee of the Board of Directors. Your directors recommend re-appointment of the above said director in the ensuing AGM.

Apart from the above, there is no other change in the directors and Key Managerial Personnel ("KMP") during the year under review and thereafter.

An annual performance evaluation of the Board, its Committees and of individual directors was carried out by the Board in terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 ("Account Rules"). In compliance with Regulation 17(10) of the SEBI LODR Regulations, the Board carried out performance evaluation of independent directors without the participation of director being evaluated.

The performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman was evaluated. The exercise was carried out through a structured evaluation process covering various aspects such as Board composition & quality, strategic & risk management, board functioning, etc. which are briefly stated in the Corporate Governance Report, forming part of the Annual Report. Performance evaluation of independent directors was conducted based on criteria such as ethics and values, knowledge and proficiency, behavioural traits, etc. The Board of Directors has expressed its satisfaction with the evaluation process.

During the year under review, 4 Board Meetings were held on May 30, 2023, August 12, 2023, November 10, 2023 and February 13, 2024. The intervening gap between two Board Meetings was within the maximum period prescribed under the Act. The detailed information is furnished in the Corporate Governance Report, forming part of the Annual Report.

The Audit Committee of the Board of Directors comprises entirely of Independent Directors. The Audit Committee has been reconstituted w.e.f. April 01, 2024. The details of the composition and number of meetings of the Audit Committee held during the financial year under review including attendance thereat, are furnished in the Corporate Governance Report, forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The management of the Company is immensely benefitted from the guidance, support and mature advice from the members of the Board who are also members of various committees. The Board consists of directors possessing diverse skills and rich experience to enhance quality of its performance. Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of the SEBI LODR Regulations and as per the recommendations by the Nomination and Remuneration Committee ("NRC") of the Board, the Board has adopted a policy for appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. This policy may be accessed on the Company's website at the link: https://www.panaceabiotec.com/en/ section/information-repository/policy.

The policy includes criteria for determining qualifications, positive attributes and independence of directors. In terms of the policy, the NRC evaluates balance of skills, knowledge and experience of directors, Key Managerial Personnel or Senior Management Personnel whom it recommends to the Board for appointment. The components of remuneration policy are briefly stated in the Corporate Governance Report, forming part of the Annual Report.

As required under Section 134(3)(m) of the Act read with Rule 8 of the Accounts Rules, the particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, are given in Annexure A hereto and forms part of this Report.

As required pursuant to Section 92(3) and 134(3)(a) of the Act, the draft Annual Return of the Company as on March 31, 2024, is available on the Company's website at: https:// www.panaceabiotec.com/en/section/information-repository/ annual-return.

During the year under review, all the related party transactions entered into were on an arm's length basis and predominantly in the ordinary course of business. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act read with Rule 8(2) of the Accounts Rules in the prescribed Form AOC-2 is not applicable. Suitable disclosures as required under Ind AS 24 have been made in the notes to the Financial Statements forming part of the Annual Report. Apart from remuneration and sitting fees, there is no pecuniary transaction with any director, which had potential conflict of interest with the Company.

All related party transactions are placed before the Audit Committee for its review and further recommendation to the Board for its approval. Wherever applicable, approval is obtained for related party transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm's length basis.

As per the provisions of the Act and Regulation 46(2)(g) of the SEBI LODR Regulations, your Company has formulated a policy on Related Party Transactions which is available on Company's website at the link: https://www.panaceabiotec.com/en/ section/information-repository/policy.

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. This policy specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Managerial Personnel Rules") are provided in Annexure B hereto and the same forms part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Managerial Personnel Rules, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is provided in Annexure C hereto and the same forms part of this Report.

Auditors and Audit Reports i) Statutory Auditors and Audit Report: As per the provisions of Section 139 of the Act, M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm's Regn. No. 001076N/ N500013) were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years to hold office from the conclusion of the 35^th AGM of the Company till the conclusion of the 40^th AGM of the Company scheduled to be held in financial year 2024-25. Accordingly, their second term will be completed upon the conclusion of the forthcoming AGM of the Company to be held on September 27, 2024. As per the provisions of Section 139 of the Act, M/s Walker Chandiok & Co. LLP would not be eligible for re-appointment as Statutory Auditors of the Company for a cooling period of 5 years from completion of their term.

Accordingly, the Board of Directors has, based on the recommendation of the Audit Committee, in its meeting held on August 14, 2024, approved and recommended the appointment of M/s Suresh Surana & Associates LLP, Chartered Accountants (Firm's Regn. No. 121750W/ W100010) as the Statutory Auditors of the Company for a period of 5 consecutive years to hold office from the conclusion of 40^th AGM upto the conclusion of 45^th AGM of the Company to be held in 2029 on such remuneration, out of-pocket expenses, etc. incurred in connection with the audit as may be decided by the Board in consultation with the auditors from time to time.

The proposed Statutory Auditors have confirmed that they are not disqualified from acting as Statutory Auditors of the Company and are eligible for appointment. They have also confirmed that they are independent, maintained an arm's length relationship with the Company and that no orders or proceedings were pending against them before the Institute of Chartered Accountants of India or any competent court / authority relating to matters of professional conduct.

The Auditors' Report on the standalone as well as consolidated financial statements for the year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. The Key Audit Matters as contained in the

Auditors' Report on the Standalone Financial Statements are also mentioned as Key Audit Matters in the Auditors' Report on the Consolidated Financial Statements in similar manner.

The management response to the observations / comments / key audit matters contained in the Auditors' Report and Annexure thereto has been suitably given in the respective Notes to the Standalone as well as consolidated Financial Statements referred to therein.

The notes to accounts and other observations, if any, in the Auditors' Reports are self-explanatory and therefore, do not call for any further comments. ii) Cost Accounts and Auditors: The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records have been duly made and maintained by the Company in compliance with the provisions of the Act.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, M/s Jain Sharma & Associates, Cost Accountants (Firm's Registration Number: 000270) were appointed as the Cost Auditors to conduct the audit of the Company's Cost Records for the financial year ended March 31, 2024 and their remuneration has been ratified by the shareholders in the 39^th AGM of the Company held on September 29, 2023. The cost audit for the financial year 2023-24 has been completed and the Cost Auditors Report will be submitted with the Central Government within the prescribed time. The Cost Audit Report for the financial year 2022-23 was filed on September 07, 2023.

The Board of Directors has, based on the recommendations of the Audit Committee, in its meeting held on May 30, 2024, re-appointed M/s Jain Sharma & Associates, Cost Accountants, as cost auditors of the Company to conduct the audit of the Company's Cost Records for the financial year 2024-25. M/s Jain Sharma & Associates have confirmed their independence and arm's length relationship with the Company and that they are free from the disqualifications specified in Section 139, 141 of the Act and their appointment meets the requirements prescribed in Section 141(3)(g) and 148 of the Act. They have also confirmed that they are independent, maintained an arm's length relationship with the Company and that no orders or proceedings were pending against them relating to matters of professional conduct before the Institute of Cost Accountants of India or any competent court / authority.

In compliance with Rule 14 of the Companies (Audit and Auditors), Rules, 2014, an item for ratification of remuneration of cost auditor for conducting the audit for the financial year 2024-25 has been included in the Notice of the ensuing AGM for shareholders' approval.

The observation / emphasis of matter given in the Cost Audit Report with respect to maintenance of unit of measurement other than those specified in HSN Code as per the Customs Tariff Act, 1975, are self-explanatory and therefore, do not call for any further comments. iii) Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Act read with Rule

9 Managerial Personnel Rules and Regulation 24A of the SEBI LODR Regulations, the Board of Directors had appointed M/s. R&D Company Secretaries, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report issued by them is annexed as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

In compliance with the requirements of the SEBI LODR Regulations, the material unlisted subsidiary of the Company, viz. PBPL had also appointed M/s R&D Company Secretaries, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit for the financial year ended March 31, 2024. The Secretarial Audit Report issued by them to PBPL is annexed as Annexure E to this

Report. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

In addition to the above and in compliance with Regulation 24A(2) of the SEBI LODR Regulations, Annual Secretarial Compliance Report issued by M/s R&D Company Secretaries, Secretarial Auditors, for the financial year ended March 31, 2024, has been submitted with the stock exchanges within prescribed time.

In terms of the applicable provisions of the Act, SEBI LODR Regulations, the Board of Directors has, on the recommendation of the Audit Committee, in its meeting held on May 30, 2024, appointed M/s R&D Company Secretaries, Practicing Company Secretaries, as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2024-25. They have also confirmed their eligibility for the said appointment.

As required under Section 134(3) of the Act, the Board of Directors inform the members that during the financial year under review, there have been no material changes, except as disclosed elsewhere in the Annual Report: • in the nature of Company's business; • in the Company's subsidiaries, associates and joint ventures or in the nature of business carried out by them; and • in the classes of business in which the Company has an interest.

Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which could affect the financial position of the Company between the end of the financial year and the date of this Report.

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of 7 years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Ministry of Corporate Affairs, Government of India. During the year under review, there was no amount of dividend remaining unpaid or unclaimed for a period of 7 years from the due date. Accordingly, no amount was required to be transferred by the Company to the IEPF. Pursuant to the provisions of IEPF Rules, all the shares in respect of which any dividend which has not been paid or claimed for 7 consecutive years is required to be transferred by the Company to the designated Demat Account of the IEPF Authority (‘IEPF Account') within a period of 30 days of such shares becoming due to be transferred to the IEPF Account. During the year under review, there were no shares on which the dividend(s) remained unpaid or unclaimed for 7 consecutive years. Accordingly, no shares were required to be transferred by the Company to the IEPF Account.

The number of shares (in respect of which dividend was not claimed by the concerned shareholders for 7 consecutive years or more) transferred and held by IEPF Authority is given in the Corporate Governance Report forming part of the Annual Report. The details of the persons whose shares have been transferred to the IEPF Authority are available on the Company's website i.e. www.panaceabiotec.com.

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, to the best of their knowledge and belief, the Directors hereby confirm that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they 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 as at March 31, 2024, and of the profit / loss of the Company for the year ended March 31, 2024; c) they 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 annual financial statements have been prepared on a going concern basis; e) they had laid down proper internal financial controls to be followed by the Company and that the same are adequate and were operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act.

Pursuant to the provisions of Section 134(3)(g) of the Act, the particulars of loans / guarantees and investments covered under the provisions of Section 186 of the Act along with the purpose for which such loans, guarantees or security were proposed to be utilised by the recipient, have been disclosed in the Note No. 3, 4 and 12 of the Standalone Financial Statements forming part of the Annual Report and hence not repeated here for the sake of brevity.

The Board of Directors has a Risk Management Committee to oversee various organizational risks. Risk Management Committee is compliant with the Regulation 21 of the SEBI LODR Regulations as regards composition, frequency and quorum of the meetings. The Board has defined the roles, responsibilities and functions of the Committee. The details of the composition, number of meetings held and attendance thereat during the financial year under review and terms of reference are furnished in the Corporate Governance Report, forming part of the Annual Report.

The Company has formulated a Risk Management Policy and monitors the risk management plan on a periodic basis. The Company has defined a structured approach to manage uncertainty and to make use of these in decision making in business decisions and corporate functions.

The Company has regularly invested in insuring itself against unforeseen risks. The Company's stocks and insurable assets like building, plant & machinery, computer equipment, office equipment, furniture & fixtures, leasehold improvements and upcoming projects have been adequately insured against major risks. The Company has also taken appropriate product liability insurance policies for conducting clinical trials and for insuring its products (manufactured and sold) with an extension of unnamed vendor liability and add on cover of public liability inclusive of pollution liability to cover the risk on account of claims, if any, filed against the Company.

Your Company has established adequate system of internal controls, policies and procedures to ensure orderly and efficient conduct of business and also that assets are safeguarded and transactions are appropriately authorized, recorded and reported.

The detailed explanation is provided in the Management Discussion and Analysis Report, forming part of the Annual Report.

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended on March 31, 2024, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations.

The IFC operates effectively, and no material weakness exists. The effectiveness of IFC is ensured through management reviews, controlled self-assessment and independent testing by the internal audit team.

Your Company adheres to uncompromising integrity in conduct of its business and strictly abides by a well-accepted norm of ethical, lawful and moral conduct. It has zero tolerance for any form of unethical conduct or behaviour. With the above said view and pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI LODR Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide its directors and employees an avenue to raise any sensitive and genuine concerns regarding any unethical behavior or wrongful conduct and to enable them to report instances of leak of unpublished price sensitive information and to provide adequate safeguards for protection from any victimization.

This Policy is available on the website of the Company and can be accessed at: https://www.panaceabiotec.com/en/ section/information-repository/policy. This Policy, inter-alia, provides a direct access to the Chairman of the Audit Committee. Further, as mandated by Regulation 18(3) read with Schedule II Part C (18) of the SEBI LODR Regulations, the Audit Committee reviews the functioning of Vigil Mechanism / Whistle Blower Policy.

Your Company hereby affirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no complaint has been received by the Company during the year under review.

The provisions of Section 135 of the Act and the Rules made thereunder regarding Corporate Social Responsibility are not attracted to the Company as the Company does not fall under the threshold limit of net worth of 5,000 million or more, or turnover of 10,000 million or more, or a net profit (as defined under Section 198 of the Act) of 50 million or more during the immediately preceding financial year. However, the Company has been, over the years, pursuing Corporate Social Responsibility by putting continuous efforts in the areas of health, education and patient awareness / assistance programs towards the development of a happier and healthier society.

The Company is committed to provide safe and conducive work environment to all its employees and associates. 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 in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace. No case has been reported during the year under review.

During the year under review, neither any application is made nor any proceeding is pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

The Company has installed firewalls and other software to protect against the cyber-crime. The back-ups are also being kept on Cloud to prevent any kind of data loss. The Company has also engaged an independent expert to verify the measures already taken by the Company for safeguarding against any cyber-attacks. No incident relating to cyber security, breaches or loss of data or documents has been reported during the year under review.

Your directors acknowledge with gratitude the co-operation and assistance received from the WHO, and other UN Agencies, Central Government, State Governments and all other Government agencies and the encouragement they have extended to the Company. Your directors also thank the shareholders, banks, customers, vendors and other business associates for their confidence in the Company & its management and look forward for their continuous support in future. The Board wishes to place on record its appreciation for the dedication and commitment of the employees at all levels which has continued to be our major strength.

Annexure to the Directors' Report

[as required under the Companies (Accounts) Rules, 2014]

The Company strives to be energy efficient by being conservative in its approach of energy utilization and also utilizing energy efficient devices. The Company believes that energy conservation is the most economical solution to energy shortages that our country is facing. The Company regularly reviews energy consumption and maintains effective control on utilization of energy by adopting measures to reduce wastage and optimize consumption. The Company has undertaken several measures to minimize energy losses and ensure sustainable energy utilization.

1. Energy Conservation measures taken:

The Company had devised its production lines and other facilities keeping in view the objective of minimum energy losses. The following are the major energy conservation measures implemented by the Company during the year under review and recent past:

• Use of water treated from effluent treatment plant (ETP) & sewage treatment plant (STP) for plantation and irrigation purposes.

• Installed Condensate pipelines from condensate transfer pump having no insulation to reduce the insulation heat losses and increase saving in fuel.

• Commissioned new 6 ton Briquette Fired Boiler (to run with Fire Briquette or Wood Fire) at its Lalru site to replace Furnace Oil Fired Boilers thereby shifting to renewable energy source and to also reduce Sulphur emission.

• Installed Variable Frequency Drive (VFD) in brine chiller at Lalru to reduce power consumption.

• Installed mechanical seals in cooling tower pumps replacing gland packing to reduce water consumption.

• Replaced high energy consuming lights with lower energy consuming lights at several locations.

• Use of dual mode system enabling use of piped natural gas (PNG) for running the generators as an alternate to using diesel thereby reducing diesel consumption by upto 70% at Lalru and New Delhi.

2. Additional Investments / Proposals, if any, for reduction of Energy Consumption: The Company's initiatives in energy consumption extend beyond the needs of the present to ensure sustainable growth for years ahead. Continuous efforts are being made to further reduce the expenditure on power and fuel in the time to come. A few measures under consideration are listed below:

• To continue replacement of high energy consuming lights with lower energy consuming lights across the organization over a period of time.

• To continue to reduce the running cost of high side utilities at Baddi such as Chiller, Cooling Tower, Condenser Pump & Chiller water pump by using lower power machines to save power.

• Installation of Tertiary RO system to treat RO reject water for reducing its total dissolved solids (TDS) and use thereof as feed water for boiler & cooling tower with a view to reduce water consumption at Lalru site.

• To source power generated through solar power systems with a view to reduce energy cost at New Delhi.

3. Capital Investment on energy conservation equipments: During the year under review, the Company has not made any significant capital investment towards energy conservation equipments.

4. Impact of measures taken and impact on cost of production of goods: The energy conservation measures indicated above have helped the Company to reduce the energy consumption and restrict the impact of increase in the cost of energy, thereby reducing the cost of production of goods to that extent.

Annexure to the Directors' Report

Annexure to the Directors' Report

1. Specific areas in which R&D is carried out by the Company:

The Company has a state-of-art research and development facility, namely One-Stream Research and Development (R&D) Centre ("ORC") at New Delhi and a vaccine formulation research and development center at Lalru, Punjab, to cater to all the modern aspects of vaccine development. The Company has the capability of carrying out research activities for developing vaccines using various advanced genetic engineering technologies, molecular biology, bacterial culture, animal cell culture, small scale and pilot scale fermentation, purification and analytical characterization and formulation development. It is equipped with all the necessary infrastructure and scientific manpower to carry out innovative research in the areas of antigen design, expression of antigen in a suitable host system and its purification. This is followed by formulation of antigen with suitable adjuvant and immunological evaluation in animal model.

The Company has pioneered in the development of viral vaccine, recombinant vaccine, sub-unit vaccine and polysaccharide conjugate vaccines, using both mammalian and bacterial expression platforms. In last one year, the Company has made significant progress in the major areas of research including development of DengiAll?, NucoVac?11 and a multi epitope nano particle based broadly protective beta coronavirus vaccine candidate. Each of these programs will significantly address the healthcare burden that the diseases pose and build a sustainable future based on innovation. In recent times, the R&D center has established a high cell density E.coli platform for production of recombinant antigens and proteins. This will help in developing recombinant molecules as antigen / therapeutics and as carrier protein for conjugated vaccine.

The R&D center has established a strong team to take care of the conjugation aspect of many polysaccharide-based vaccines such as for typhoid, meningitis and many more in near future. The ORC team is also engaged in carrying out research for development of Hepatitis A, Varicella, RSV and Influenza vaccine which are in our future product pipeline.

2. Benefits derived as a result of the above R&D:

Focus on research resulted in development of innovative fully liquid vaccines including EasySix?, Easyfour-TT?, Easyfive-TT?, Easyfour-Pol?, OPVs (trivalent, monovalent and bivalent) and rich vaccine and bio-therapeutics pipeline.

Easyfive-TT? is the world's first fully liquid wP-based

Pentavalent vaccine that was launched in India in 2005. After receiving WHO prequalification in 2008, more than 150 million doses have been supplied to over 75 countries globally.

EasySix? is also world's first fully liquid wP-based hexavalent vaccine that was launched in India in 2017. The Company has patented combination vaccines involving wP and IPV. The hexavalent vaccine has been recommended by Gavi and WHO for usage in the immunization program. UNICEF has already floated tender for procuring hexavalent vaccine from year 2025 onwards.

EasyFourPol? is also world's first fully liquid wP-IPV based Pentavalent vaccine that has been launched during financial year 2023-24.

3. Future Plan of Action:

The Company intends to continue to focus on R&D activities for growing its revenues and profitability, inter-alia, in the following areas: • development of recombinant, polysaccharide conjugate and cell culture based vaccines; • development of Genetic (DNA / RNA) material based vaccine, nanoparticles, VLP and Protein based Subunit vaccines for novel viral and bacterial antigens; • development of cost effective and consistent manufacturing process for consistently delivering the quality vaccine products; • development of reliable analytical methods for process monitoring, batch release and stability assessment to support vaccine development initiatives; • development of broadly protective Betacoronavirus Vaccines and antibody platform to respond to any future pandemic in less than 100 days; and • development of adjuvants to make India "Atmanirbhar".

4. Expenditure on R&D:

( in million)

* Excluding depreciation on R&D assets

Annexure to the Directors' Report

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

Research & Development plays a vital role in developing and adopting new technologies to enhance our operational efficiencies. The Company is actively involved in research &development of vaccine, biopharmaceuticals, proteins and peptides in compliance with international regulatory standards.

The Company is also engaged in research & development of new generation vaccines like broadly protective Betacoronavirus vaccine, Typhoid Conjugate, Pneumococcal Conjugate, Tetravalent Dengue, Hepatitis A and Varicella Vaccines, etc. and is actively collaborating with Indian and foreign organization, to enrich the pipeline and to bring new concepts in vaccine research.

Panacea Biotec has collaborated with THSTI (Government of India, Department of Biotechnology) on development of Betacoronavirus candidate vaccines and antibodies to generate long-term sustainable impact on the needs of the world – in line with Government of India's objective of "India for the World".

2. Benefits derived as a result of the above:

Benefits derived as a result of the above efforts include product improvement, cost reduction, product development, import substitution, competitive products and product quality improvement.

During the year under review, the Company has launched world's first fully liquid wP-IPV based pentavalent vaccine EasyFourPol?. The Company had launched world's first fully liquid wP-IPV based hexavalent vaccine EasySix? and tetravalent vaccine Easyfour-TT? in 2017. It also launched earlier fully liquid wP based pentavalent vaccine Easyfive-TT?.

The Company has in-licensed technology for development of tetravalent dengue vaccine, DengiAll? from National Institutes of Health, USA.

During the year under review, the Company progressed on its novel vaccines (Tetravalent Dengue Vaccine and Pneumococcal Conjugate Vaccine). Phase III Clinical trial for Tetanus and Diphtheria (reduced antigen) or 'Td' Vaccine in Adolescents has been completed during the year. Phase III clinical trial for tetravalent Dengue vaccine, DengiAll? in adults, in collaboration with ICMR, has recently been initiated. Phase II/III Clinical trial for 11-valent Pneumococcal Conjugate Vaccine (NucoVac?11) is slated to be initiated during the current year.

With the completion of research projects and in-licensing arrangements, the Company will be able to commercialize the products in the domestic and international markets.

3. Information in respect of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

1. Activities relating to exports:

The Company is an exporter of vaccine and supplies its vaccines to UNICEF, PAHO and other national Governments. The Company's vaccines are exported to ~50 countries in Africa, Asia and Latin America. The Company has plans to sell its vaccines in the private market through tie-ups with established industry players in various countries. The Company is supporting global cause of providing affordable vaccines to the children across the globe. The Company's wholly-owned subsidiary company, Panacea Biotec Pharma Limited ("PBPL") exports its pharmaceutical formulations in around 36 countries worlwide including United States, Canada, Germany, UAE, Saudi Arabia, Jordan, Qatar, Turkey, Russian Federation, Kazakhstan, Uzbekistan, Serbia, Tanzania, Kenya, Uganda, Vietnam, Philippines, Thailand, Sri Lanka, Brazil, Panama, Ecuador, Paraguay, Trinidad & Tobago, etc. During the year, the Company's consolidated export revenues were as under:

( in million)

2. Initiatives taken to increase export:

The Company has a long-standing relationship with the institutional customers, i.e. UNICEF, PAHO and the Government of India, which has helped in participating in immunization programs in India and globally. The Company has established relationships with its key customers i.e. UNICEF and PAHO for supply of pentavalent vaccine to Gavi countries through UNICEF and to PAHO member countries located in Latin America through PAHO. The Company has been able to set proven performance track record which is a key criterion for selection of suppliers by these UN procurement agencies. The Company has also entered into agreements with other

Annexure to the Directors' Report

international business associates for its vaccine products. The Company is entering into strategic partnership for its current vaccines and vaccines in pipeline for entry into new international markets.

Panacea Biotec is the innovator and intellectual property holder of EasySix?, the world's first fully liquid Hexavalent vaccine. The WHO's Strategic Advisory Group of Experts on Immunization (SAGE) has supported the global rollout of wP based hexavalent vaccine in the global immunization schedule – creating an opportunity for more than 400 million doses of hexavalent vaccine annually. Panacea Biotec is in process of expanding its manufacturing capacity in order to enable the Company to meet the growing demand of vaccines by public health agencies.

The Company's strategic partnerships and collaborations has enabled it in developing innovative, cost-effective and quality vaccines and helped in achieving its goal of providing cost-effective vaccines to the global population.

PBPL has continued its focus on development, registration and marketing of products portfolio catering to chronic therapies in private markets in several countries. During the year under review, PBPL has launched Paclitaxel protein bound particles for injectable suspension in Canada.

PBPL is continuously filing new product registration dossiers in existing as well as new markets to further strengthen and grow its exports in the future. The Abbreviated New Drug Applications (ANDA) submitted under section 505(j) of the Federal Food, Drug & Cosmetics Act (FD&C Act) are in process of approval by U.S. Food and Drug Administration ("USFDA"). PBPL plans to launch these products in US, Europe, etc. through strategic collaborations with leading pharma companies. It has key partnerships with global pharmaceutical companies for marketing of pharmaceutical formulations in USA and other international markets, which has helped in expanding its reach and access to new regulated markets.

3. Development of new export markets for Products and Export Plans:

The Company as well as PBPL continuously takes steps to strengthen and grow its exports in the coming years including building a strong portfolio, strengthening marketing team, entering into newer markets, identifying distributors and marketing partners into newer regions and registering products in more countries as well as strengthening existing relationships with the partners.

As a part of the Company's strategy to enter into the international private vaccine market, the Company has already registered its vaccines in 13 countries. The product registration in 18 countries (including African Medicines Regulatory Harmonization (AMRH) which entitles launch of product in inter-alia ~29 countries in African region who have ratified the African Medicines Agreement (AMA)) is in progress.

The Company has initiated registrations for sale of hexavalent vaccine EasySix? in international markets with having received marketing authorization in 3 countries.

4. Total foreign exchange earned and used:

( in million)

Annexure to the Directors' Report

a. The ratio of remuneration of each Director to the median remuneration of employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24:

*The Non-executive Directors of the Company are entitled for sitting fees only. The details of the same are provided in Corporate Governance Report and is governed by the Nomination and Remuneration Policy. The ratio of remuneration and percentage increase for Non-executive Directors' remuneration is, therefore, not considered for the purpose above.

^@During financial year under review, the terms of remuneration of the Chairman and Managing Director, Joint Managing Director and Whole-time Director ("Managerial Personnel") have remained the same. The increase in remuneration is on account of the change in value of perquisites.

b. The percentage increase in the median remuneration of employees in the financial year 2023-24: 6.63%. c. The number of permanent employees on the rolls of the Company as at March 31, 2024: 1,146. d. Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average percentiles increase in remuneration of employees other than managerial remuneration was 11.87%. The average percentile increase in the managerial remuneration for the year was 9.35%. e. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

Annexure to the Directors' Report

B. Employed for part of the year and in receipt of remuneration which in aggregate was not less than 8,50,000 per month Nil

* Employed for part of the year.

Notes:

1. Remuneration includes salary, commission on profits, house rent allowance, bonus, Company's contribution to Provident Fund, Leave Travel Allowance, Medical Assistance and all allowances paid in cash and monetary value of taxable perquisites wherever applicable and does not include provision for Gratuity / Retirement Benefits.

2. There was no employee who was employed either throughout the financial year or part thereof, who was holding either by himself or along with the spouse and dependent children 2% or more of the Shares of the Company and drawing remuneration in excess of the remuneration drawn by Chairman and Managing Director / Joint Managing Director / Whole-time Director of the Company.

3. The terms and conditions of employees at Sl. No. 1 & 2 of the above table are as approved by the Board of Directors and Shareholders on the recommendation of Nomination and Remuneration Committee. The employees at Sl. No. 3 to 10 of the above table are paid remuneration as per the policy / rules of the Company.

4. None of the above employees is related to any of the Directors except that Dr. Rajesh Jain and Mr. Sandeep Jain are related to each other.

5. The nature of duties of Chairman and Managing Director and Joint Managing Director: Dr. Rajesh Jain, Chairman and Managing Director - providing strategic direction, planning and visionary leadership, championing patient safety centricity, providing resources and support to culture of quality excellence and overseeing Company's financial performance, investments and ventures etc.; Mr. Sandeep Jain, Joint Managing Director - Overseeing the matters relating to audit & compliances, tax laws, foreign exchange and other regulatory matters, corporate social responsibility including promoting MSME vendors and ensuring implementation of decisions of the Board and its various Committees.

Form No. MR-3

For the financial year ended March 31, 2024

[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,

Regd. Office: Ambala-Chandigarh Highway, Lalru - 140 501, Punjab

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Panacea Biotec Limited, a Company incorporated under the provisions of the Companies Act, 1956, vide CIN L33117PB1984PLC022350 and having its registered office at Ambala-Chandigarh Highway, Lalru-140501, Punjab (hereinafter referred to as "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our 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 authorised representatives during the conduct of secretarial audit, the explanation and clarification given to us, we hereby report that in our opinion, subject to our comments herein, the Company has, during the Audit Period covering the financial year ended 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024, according to the provisions of: i. The Companies Act, 2013 ("the Act") and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 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 and 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; - Not applicable for the financial year under review d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021; - Not applicable for the financial year under review e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; - Not applicable for the financial year under review f. 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; Not applicable for the financial year under review; g. The Securities and Exchange Board of India (De-listing of Equity Shares) Regulations, 2021; Not applicable for the financial year under review; h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not applicable for the financial year under review; vi. The management has identified the following laws as specifically applicable to the Company:

• Drugs & Cosmetics Act, 1940;

• Drugs (Control) Act, 1950;

• Drug Pricing Control Order, 2013

• Narcotic Drugs and Psychotropic Substances Act, 1985;

• Dangerous Drugs Act, 1930;

• Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954;

• Epidemic Diseases Act, 1897;

• Essential Commodities Act, 1955;

• The Poisons Act, 1919;

• The Pharmacy Act, 1948;

• Legal Metrology Act, 2009

• Digital Personal Data Protection Act, 2023

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

i. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India notified by Central Government; and

ii. The Listing Agreement entered by the Company with BSE limited and National Stock Exchange of India Limited read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

• During the period under review, 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 notices were given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately 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.

• Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes, wherever applicable. We 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.

We further report that during the audit period, the Company has not entered into/carried out any specific events/actions which may have a major bearing on the Company's affairs.

Form No. MR-3

For the financial year ended March 31, 2024

[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,

Regd. Office: B-1 Extension/A-27, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi -110044

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Panacea Biotec Pharma Limited, a Company incorporated under the provisions of the Companies Act, 2013, vide CIN U24299DL2019PLC347566 and having its registered office at B-1 Extension/A-27, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi - 110044 (hereinafter referred to as "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our 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 authorised representatives during the conduct of secretarial audit, the explanation and clarification given to us, we hereby report that in our opinion, subject to our comments herein, the Company has, during the Audit Period covering the financial year ended 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place.

We 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, 2024, according to the provisions of: i. The Companies Act, 2013 ("the Act") and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder; Not applicable as the Company is an Unlisted Company. iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - Not applicable v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"); - Not applicable as the Company is an Unlisted Company; a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and 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; 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 (Issue and Listing of Non-Convertible Securities) Regulations, 2021; f. 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; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; vi. The management has identified the following laws as specifically applicable to the Company:

• Drugs & Cosmetics Act, 1940;

• Drugs (Control) Act, 1950;

• Drug Pricing Control Order, 2013

• Narcotic Drugs and Psychotropic Substances Act, 1985;

• Dangerous Drugs Act, 1930;

• Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954;

• Epidemic Diseases Act, 1897;

• Essential Commodities Act, 1955;

• The Poisons Act, 1919;

• The Pharmacy Act, 1948;

• Legal Metrology Act, 2009

• Digital Personal Data Protection Act, 2023

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India notified by Central Government; ii. The Listing Agreements entered into by the Company with Stock Exchanges: Not applicable as the Company is an Unlisted Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

• During the period under review, the Board of Directors of the Company was duly constituted. There was no change in the composition of the Board of Directors that took place during the period under review.

• Adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately 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.

• Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes, wherever applicable.

We 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.

We further report that during the audit period, the Company has not entered into/carried out any specific events/actions which may have a major bearing on the Company's affairs.