To the Members of the Company

Your Directors have the pleasure of presenting their report and the Audited Accounts of your Company for the Financial

Year ended December 31, 2024.

Financial Highlights

Rs In million

A New Chapter in Consumer Healthcare

Your Company was incorporated on May 10, 2023, as part of Sanofi's global strategy to establish a standalone Consumer Healthcare business. This strategic move resulted in the demerger of the Consumer Healthcare business from Sanofi

India Limited (SIL) into your Company through a Scheme of

Arrangement, thereby creating a distinct legal entity. The Scheme of Arrangement, which was sanctioned by the National Company Law Tribunal, Mumbai (NCLT) enabled the seamless transfer and vesting of all assets, liabilities, and operations of SIL to your Company.

The demerger was strategically undertaken to facilitate independent and focused management for both businesses, enhance operational efficiency, provide greater transparency for stakeholders, and unlock shareholder value. This separation empowered each entity to implement tailored strategies aligned with its respective industry dynamics, ensuring greater agility and long-term growth. The appointed date of the Scheme was June 1, 2023, while the effective date was June 1, 2024. As per the Scheme, eligible shareholders of SIL received one fully paid-up equity share of the Company for every share they held in

SIL as of the record date (June 13, 2024).

A significant milestone in your Company's journey was reached on September 13, 2024, with its successful listing on BSE Limited (BSE Scrip Code: 544250) and the National Stock Exchange of India Limited (NSE Symbol: SANOFICONR). This listing not only marked the Company's transition into an independent entity but also reinforced its commitment to delivering trusted Consumer Healthcare solutions. It further strengthened your Company's position in the industry while enhancing value for Members and Stakeholders alike.

For the year ended December 31, 2024, the Company recorded Revenue from Operations of Rs7,245 million. The Profit Before Tax stood at Rs2,468 million. The Profit After Tax increased to Rs1,810 million for the year ended December 31, 2023. It is important to note that, as the Company was incorporated on May 10, 2023, the financial figures for the year 2023 were restated due to the impact of a demerger and are therefore not directly comparable with those of the year 2024.

Transfer to Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Dividend

On May 10, 2023, SIL approved a scheme under the Companies Act, 2013 ("Act") to demerge its Consumer Healthcare business into the Company. Pursuant to this scheme, which was approved by the NCLT and filed with the Registrar of Companies the Consumer Healthcare business, along with its associated assets and liabilities was transferred to your Company. The appointed date for the scheme was June 1, 2023, with an effective date of June 1, 2024. Between May 10, 2023, and May 31, 2024, SIL managed the business in a trustee capacity, during which the Consumer Healthcare business generated profits, and SIL paid a dividend of Rs 1,152 million on behalf of the Company.

Following the completion of the demerger, your Directors at a meeting held on February 20, 2025, recommended a final dividend of Rs 55 per equity share of Rs 10 each for the Financial Year ended December 31, 2024. This recommendation was made after careful consideration of the Company's business performance and cash flow requirements and is subject to approval by the Members at the ensuing Second Annual General Meeting (AGM). If approved at the AGM scheduled for May 5, 2025, the dividend payout will result in a total cash outflow of 1,267 million.

Further, in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company's Dividend Distribution Policy is available on its website at Code of Conduct and Policies.

Unpaid/Unclaimed Dividend

Following the Scheme of Demerger of SIL's Consumer Healthcare business, eligible shareholders received one fully paid-up equity share of your Company for every share held in SIL. In cases where members of SIL had their shares previously transferred to the IEPF Authority, the corresponding shares in your Company have also been transferred to the IEPF Authority. Any corporate benefits associated with these shares, including dividends declared at this AGM, shall be credited to the IEPF Authority's account.

Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (IEPF Rules), dividends that remain unpaid or unclaimed for seven years, along with their corresponding shares, must be transferred to the IEPF Authority. Since this is the second AGM and the first instance of a dividend declaration, the obligation to transfer unpaid dividends and shares to the IEPF Authority does not arise at this stage. Any unclaimed dividends from this AGM will be held in the Unclaimed Dividend Account for seven years before being transferred.

Members wishing to reclaim their transferred shares, or any associated benefits must follow the IEPF Rules and apply directly to the IEPF Authority. For further details, Members may refer to the AGM Notice forming part of this Annual Report or visit the Company's website at Shareholder Corner.

Directors and Key Managerial Personnel (KMP)

During the year under review, your Company experienced changes in its Board of Directors and Key Managerial Personnel as it transitioned into an independent entity following the demerger of the Consumer Healthcare business.

Non-Executive Directors

Ms. Carol-Ann Stewart (DIN: 10194751) was appointed as a Non-Executive Director effective from June 13, 2023. Ms. Carol-Ann Stewart, being liable to retire by rotation at the ensuing Second AGM and, being eligible, to offer herself for re-appointment, is recommended for re-appointment to the Members by the Board of Directors.

During the year, Mr. Fabien Vaucel (DIN: 10194767) resigned as a Non-Executive Director with effect from February 20, 2024, followed by the resignation of Ms. Jagruti Kapadane (DIN: 10156794) as a Non-Executive Director with effect from June 6, 2024, and the resignation of Mr. Makarand Kulkarni (DIN: 10156793) as a Non-Executive Director, which took effect on June 18, 2024. The Board placed on record its immense appreciation for their contributions during their tenure in the Company

In the same period, Mr. Stanislas Camart (DIN: 10686945) was appointed as a Non-Executive Director effective from August 13, 2024. The Members approved his appointment through Postal Ballot, conducted in accordance with Sections 108 and 110 and other applicable provisions of the Act, read with the applicable Rules, Secretarial Standards, and the SEBI Listing Regulations, on December 12, 2024, by the requisite majority.

Independent Directors

In addition, the Company appointed the following Independent Directors, with their appointments becoming effective on March 1, 2024:

Mr. Amit Jain, Chairman (DIN: 01770475);

Mr. Shobinder Duggal (DIN: 00039580); and

Ms. Suparna Pandhi (DIN: 07087593).

The Company has received declarations from all

Independent Directors confirming that they meet the independence criteria as stipulated under Section 149(6) of the Act and the SEBI Listing Regulations. They have duly registered with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs (IICA). In the Board's opinion, these Independent Directors satisfy the prescribed conditions and are independent of the Management.

Executive Directors

Mr. Himanshu Bakshi (DIN: 08188412) was appointed as Managing Director effective from June 6, 2024. The Members approved his appointment through Postal Ballot, conducted in accordance with Sections 108 and 110 and other applicable provisions of the Act, read with the applicable Rules, Secretarial Standards, and the SEBI Listing Regulations, on December 12, 2024, by the requisite majority.

Mr. Himanshu Bakshi, being liable to retire by rotation at the ensuing Second AGM and, being eligible, to offer himself for re-appointment, is recommended for re-appointment to the Members by the Board of Directors.

Mr. Surendra Agarwall (DIN: 02955320) was appointed as Whole-time Director and Chief Financial Officer effective from June 6, 2024. He stepped down from his position as Whole-time Director and Chief Financial Officer, his resignation becoming effective on December 31, 2024. The Board expresses its sincere appreciation for Mr. Surendra Agarwall's valuable contributions, particularly his effective management of demerger related challenges during his tenure and extended its best wishes for his future endeavours.

In view of his resignation, the Board subsequently appointed Ms. Maithilee Mistry (DIN: 02152619) as the Whole-time Director and Chief Financial Officer, with her appointment becoming effective on January 1, 2025. The Members approved Ms. Maithilee Mistry's appointment through Postal Ballot, conducted in accordance with Sections 108 and 110 and other applicable provisions of the Act, read with the applicable Rules, Secretarial Standards, and the SEBI Listing Regulations, on March 29, 2025, by the requisite majority.

The names of the Board of Directors, as at the date of this report, are set forth in the Report on Corporate Governance, which forms an integral part of the Annual Report. A brief profile for each Director, detailing their expertise and experience, is available on the Company's website at Board of Directors - Sanofi Consumer.

Key Managerial Personnel

During the year, Mr. Nikunjkumar Savaliya was appointed as the Company Secretary and Compliance Officer of Company, effective June 6, 2024.

As at the date of this report, the Key Managerial Personnel of the Company include:

Mr. Himanshu Bakshi, Managing Director; Ms. Maithilee Mistry, Whole-time Director and Chief Financial Officer; and Mr. Nikunjkumar Savaliya, Company Secretary and Compliance Officer.

Cash Flow Statement

As required under Regulation 34(2) of the SEBI Listing Regulations, a Cash Flow Statement is annexed as part of this Annual Report.

Management Discussion and Analysis Report

As required by Regulation 34(2) of the SEBI Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.

The state of affairs of the business, along with the financial and operational developments, has been discussed in detail in the Management Discussion and Analysis Report.

Business Responsibility and Sustainability Report

As required by Regulation 34(2) of the SEBI Listing Regulations, a Business Responsibility and Sustainability Report, for the year ended December 31, 2024, forms part of this Annual Report.

Report on Corporate Governance

As required under Regulation 34(3) of the SEBI Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this Annual Report.

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

Information on Conservation of Energy, Technology absorption, and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given in Annexure - A to this Report.

Meetings of the Board

During the year under review, eight (8) meetings of the Board were held. The dates, attendance records of the Directors, and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing the Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees about the business strategy, activities, manufacturing operations, updates on the consumer healthcare industry, and regulatory developments. Upon their appointment, Directors receive a comprehensive orientation covering the Company, the consumer healthcare industry, global strategy, policies and Code of Conduct, regulatory matters, business and financial aspects, human resources, and corporate social responsibility initiatives. Details of the familiarization programs provided to the Directors are mentioned in the

Report on Corporate Governance and are available on the Company's website at Familiarization Programme - Sanofi India

Performance Evaluation of the Board

The Company follows a structured assessment process for the evaluation of the performance of the Board, the Committees of the Board, and the individual performance of each Director. The performance evaluation of the Board is carried out by considering various parameters such as the composition of the Board, the process of appointment to it, the common understanding amongst Directors of their roles and responsibilities, the timeliness and content of Board papers, the strategic directions provided, and the quality of advice and decision-making, etc.

During the year under review, the performance evaluation of the Board, its Committees, and Directors was conducted based on the above criteria and framework. The details of the performance evaluation exercise conducted by the Company are set out in the Report on Corporate Governance.

Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management

Your Company has in place a Nomination and Remuneration Policy, formulated in accordance with Section 178 of the Act and the SEBI Listing Regulations, and the same is available on the Company's website at Code of Conduct and Policies.

The Policy provides guidance on the selection and nomination of Directors to the Board of the Company, the appointment of Senior Management Personnel, and captures the Company's Leadership Framework for its employees. It explains the principles of overall remuneration, including short-term and long-term incentives payable to Executive Directors, Key Managerial Personnel, Senior Management, and other employees of the Company. The remuneration paid to Executive Directors, Key Managerial Personnel, and Senior Management is in accordance with the Policy.

Further details form part of the Report on Corporate Governance, and a Statement of Disclosure of Remuneration pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - B to this Report.

The statement containing particulars of employees pursuant to Section 197 of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in accordance with the provisions of Section 136 of the Act. Any member interested in receiving the said statement may write to the Company Secretary, stating their Folio No./DPID & Client ID.

Subsidiaries, Associate Companies and Joint Ventures

Your Company does not have any subsidiaries, associate companies, or joint ventures.

Audit Committee

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate Governance. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish a Vigil Mechanism. The Company's Code of Conduct, Whistleblower Policy, and other Governance Policies uphold the highest ethical standards. Details of the Whistleblower Policy are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Related Party Transactions

During the year under review, all related party transactions were conducted at an arm's-length basis and in the ordinary course of business. Your Company entered into one material related party transaction with Sanofi India Limited. Apart from this, there were no material related party transactions involving the Promoters, Directors, Key Managerial Personnel, or any other group entity that could have resulted in a potential conflict of interest with your Company. The Company has a well-defined Related Party Transactions Policy, which is available on its website at Code of Conduct and Policies.

Pursuant to the requirements of Form AOC 2, which mandates disclosure of material contracts, arrangements, or transactions conducted at an arm's-length basis, the details of the material related party transaction for the Financial Year ended December 31, 2024, have been provided inAnnexure - C to this Report. These transactions, duly certified by independent third-party experts, were executed in the ordinary course of business and on an arm's-length basis. Furthermore, they were carried out within the limits approved by the Members.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities within your Company and also has in place a CSR Policy, which is available on the Company's website at Code of Conduct and Policies.

The CSR Policy outlines your Company's approach to CSR, focusing on areas where it can make a difference and have the most impact.

The details of the CSR Committee's composition, CSR Policy, CSR initiatives, and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure D to this Report.

Risk Management

Your Company has implemented a comprehensive mechanism for risk management and formulated a structured Risk Management Policy. The policy provides for the creation of a risk register, identification of risks, and the formulation of mitigation plans.

Your Company has also constituted a Risk Management Committee, the details of which are disclosed in the Report on Corporate Governance. As per the governance process outlined in the Policy, the Risk Management Committee reviews risk identification, assessment, and minimization procedures and updates the Audit Committee and the

Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis Report section, which forms part of this Annual Report.

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested, and no reportable material weaknesses in their design or operation were observed.

Deposits from Public

Your Company has not accepted any deposits from the public, and as such, no amount of principal or interest on deposits from the public is outstanding as of the date of the Balance Sheet.

Loans, Guarantees or Investments

Your Company has not extended any loans, provided any guarantees, or made any investments in the securities of any other body corporate.

Directors' Responsibility Statement

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

1. in the preparation of the annexed accounts for the Financial Year ended December 31, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2024 and of the profit of the Company for that year;

3. your Directors have 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;

4. the said accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and that internal controls are adequate and are operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively

Cost Audit

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. The accounts and records have been made and maintained by the Company and are required to be audited. Your Directors have, at their meeting held on February 20, 2025, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates, Cost Accountants, to audit the cost accounts maintained by the Company for the financial year ending December 31, 2025.

As required by the Act, the remuneration payable to the Cost Auditor is to be placed before the members at the General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s Kishore Bhatia & Associates, as approved by the Audit Committee and the Board, is included in the Notice convening the Second AGM of the Company. In the opinion of the Directors, considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditors is reasonable and fair, and commensurate with the scope of work carried out by them.

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants were appointed as the Statutory Auditors of your Company for a period of five (5) years, commencing from the conclusion of the First (1st) AGM, held in 2024, until the conclusion of the Sixth (6th) AGM, to be held in 2029. The Statutory Auditors have confirmed their eligibility and submitted a certificate affirming that they are not disqualified from holding the office of Statutory Auditor.

The report issued by the Statutory Auditors on the financial statements of the Company forms part of the Annual Report. The Statutory Auditors have issued an unqualified audit report on the annual accounts of the Company for the year ended December 31, 2024.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors,

Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

Prevention of Sexual Harassment Policy

Your Company has implemented a Prevention of Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. To ensure a safe and respectful work environment, an Internal Committee has been constituted to address and resolve any complaints related to sexual harassment. This policy applies to all employees, including permanent, contractual, temporary, and trainees.

During the year 2024, the Company did not receive any complaints of alleged sexual harassment. As of December 31, 2024, no complaints were pending resolution.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed entity, along with certain other prescribed categories of companies, is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its Annual Report.

Based on the recommendation of the Audit Committee, your Directors appointed M/s. BNP & Associates, Company Secretaries, as the Secretarial Auditors of your Company for the Financial Year ended December 31, 2024. The Secretarial Audit Report, as issued by the Secretarial Auditors, is annexed herewith as Annexure E to this Report. The said report does not contain any qualifications, reservations, or adverse remarks.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity is required to appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM.

Accordingly, pursuant to the applicable provisions of the Act, and the SEBI Listing Regulations, and based on the recommendation of the Audit Committee, your Directors have approved the appointment of M/s. BNP & Associates, Company Secretaries, as the Secretarial Auditors of your Company for a period of five years, commencing from January 1, 2025, until December 31, 2029. A resolution seeking shareholders' approval for the appointment of M/s. BNP & Associates has been included in the Notice convening the AGM. Your Directors recommend the resolution for your approval.

Secretarial Standards

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and as duly adopted under the Act.

Annual Return

As required under Section 92(3) of the Act, the Annual Return has been hosted on the Company's website at Annual Return.

Material Changes and Commitments after the Financial Year

There have been no material changes or commitments since the closure of the Financial Year ended December 31, 2024, up to the date of this Report that would impact your Company's financial position. Additionally, there has been no change in the nature of your Company's business.

Change in Share capital.

In accordance with the Scheme of Demerger of the Consumer Healthcare business of Sanofi India Limited to your Company, which was duly sanctioned by the NCLT and filed with the Registrar of Companies, the appointed date of the Scheme was June 1, 2023, and the effective date was June 1, 2024; your Company approved the issuance of 2,30,30,622 (Two Crore Thirty Lakh Thirty Thousand Six Hundred and Twenty Two) equity shares, which were allotted to eligible shareholders of Sanofi India Limited at the ratio of 1:1 (one fully paid-up equity share for every equity share held) as of the record date (June 13, 2024). Accordingly, the share capital of the Company was changed to reflect this issuance.

Listing on BSE Limited and National Stock Exchange of India Limited

Following the successful demerger of the Consumer Healthcare business, 2,30,30,622 (Two Crore Thirty Lakh Thirty Thousand Six Hundred and TwentyTwo) equity shares of your Company were listed and commenced trading on BSE Limited and the

National Stock Exchange of India Limited, effective September 13, 2024.

Change in the Registered Office of the Company

With the approval of the Board of Directors, the registered office of your Company was relocated to Unit 1104, 11th Floor, Godrej Two, Pirojshanagar, Eastern Express Highway, Vikhroli East, Mumbai, Maharashtra 400079, India, effective January 1, 2025. This shift was carried out in compliance with the applicable provisions of the Act and the rules framed thereunder.

Significant and Material Orders passed by the Regulators/Courts/Tribunals

No significant or material orders have been passed by the Regulators, Courts, or Tribunals that impact the going concern status and future operations of your Company.

Other Disclosures

Your Directors hereby clarify that the following disclosures are not applicable, considering that there were no such transactions during the year under review:

1. There has been no issue of Equity Shares with differential rights regarding dividends, voting, or otherwise.

2. There has been no issue of Equity Shares (including

Sweat Equity Shares) to the employees of your

Company under any scheme.

3. Your Company has not resorted to any buyback of its Equity Shares during the year under review.

4. The Managing Director or the Whole-time Director of your Company did not receive any remuneration or commission during the year from the subsidiary of the Company.

5. The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.

6. The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year, are not applicable.

Acknowledgments

Your Directors place on record their deep appreciation for employees at all levels for their hard work, dedication, and commitment. The Board also acknowledges the support and cooperation that your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners, government departments at both the Centre and the States, and all other stakeholders.