Piramal Pharma Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 3^rd Annual Report on the business and operations of Piramal Pharma Limited ('the Company' or 'PPL') and the Audited Financial Statements for the financial year ended March 31, 2023.

(Rs. in Crores)

Note: In terms of sanction of the Composite Scheme of Arrangement by Hon'ble National Company Law Tribunal ('NCLT'), the prior period comparative figures for standalone financial i.e. for FY 2022 are restated in this Report, to reflect as per the requirements of Appendix A to Ind AS 103.

DIVIDEND

In view of the business requirements of the Company, the Board of Directors has not recommended dividend for the financial year ended March 31, 2023.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://www.piramal.com/investor/ piramal-pharma-limited/corporate-governance/policies-code- and-compliances/

SHARE CAPITAL

The share capital of the Company underwent change pursuant to the Scheme, (as defined below in this Report). Accordingly, during the period under review:

(a) On August 18, 2022, increased the authorised share capital of the Company from Rs. 1500,00,00,000 to Rs. 3000,00,00,000 divided as follows:

(i) Rs. 2629,00,00,000 divided into 262,90,00,000 equity shares of Rs. 10/- each;

(ii) Rs. 350,00,00,000 divided into 35,00,00,000 preference shares of Rs. 10/- each; and

(iii) Rs. 21,00,00,000 divided into 2,10,00,000 unclassified shares of Rs. 10/- each.

The authorised share capital was increased, inter alia pursuant to the inclusion of the authorised share capital of Convergence Chemicals Private Limited and Hemmo Pharmaceuticals Private Limited into that of the Company.

(b) On September 5, 2022, issued and allotted 95,46,54,800 equity shares having face value of H10 each to the

members of Piramal Enterprises Limited who held fully paid up equity shares as on the Demerger Record Date i.e. September 1, 2022, in line with the share entitlement ratio as described in the Scheme.

(c) On September 5, 2022, 94,72,49,806 equity shares held by Piramal Enterprises Limited, and its nominees in the Company stood cancelled.

As on March 31, 2023, the issued, subscribed and paid up share capital of the Company stood at Rs. 1193,31,85,000 consisting of 119,33,18,500 equity shares of face value of Rs. 10 each fully paid up.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/or associate companies during the period under review are annexed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ('the Act') a statement containing salient features of the financial statements of subsidiarie and associate companies in Form AOC-1 is attached to the financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www.piramal.com/investor/piramal-pharma-limited/ financial-reports/annual-reports/

Acquisition of stake in Yapan Bio Private Limited ('Yapan')

On April 4, 2022, the Company increased its stake in Yapan by an additional 5.55% for cash consideration of Rs. 20.35 Crores. Accordingly the aggregate equity stake held by the Company in Yapan as on March 31, 2023 was 33.33%.

Composite Scheme of Arrangement a) Demerger:

A Composite Scheme of Arrangement ('Scheme') was entered into between our Company, Piramal Enterprises Limited ('PEL'), Convergence Chemicals Private Limited ('CPPL'), Hemmo Pharmaceuticals Private Limited ('HPPL'), PHL Fininvest Private Limited ('PFPL') and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Act. The Scheme was approved by our Board pursuant to its resolution dated October 7, 2021. The Hon'ble NCLT, vide its order dated August 12, 2022, had sanctioned the Scheme and the appointed date of the Scheme was April 1, 2022.

The Scheme inter alia provided for (i) transfer by way of demerger of all businesses, undertakings, activities, operations and properties of PEL, of whatsoever nature and kind and wheresoever situated, exclusively related to or pertaining to the conduct of, or the activities of the pharmaceutical business of PEL; (ii) amalgamation of CCPL and HPPL, being wholly-owned subsidiaries of our Company into our Company; and (iii) amalgamation of PFPL, being a wholly owned subsidiary of PEL into PEL.

In consideration for the demerger, the equity shareholders of PEL as on the demerger record date (as defined in the Scheme) received 4 (four) equity shares of face and paid-up value of Rs. 10 each of the Company for every 1 (one) equity share of face and paid-up value of Rs. 2 each held in PEL.

b) Listing of Piramal Pharma Limited on BSE Limited and National Stock Exchange of India Limited:

PPL was listed on the Stock Exchanges, BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') on October 19, 2022. The milestone was marked with the ringing of the opening bell at BSE to announce the listing by Mr. Ajay Piramal, Chairman of Piramal Group, Ms. Nandini Piramal, Chairperson of PPL, and Mr. Peter DeYoung, CEO, Piramal Global Pharma, along with officials from BSE.

Re-classification of Promoter Group entities of the Company

BSE and NSE vide their respective letters dated March 23, 2023, had granted their approval under Regulation 31 of the SEBI Listing Regulations for re-classification of Kosamba Glass Deco Private Limited, Ansa Deco Glass Private Limited and The Address Makers Developers Private Limited from 'Promoter Group' category to 'Public' category of the Company.

Proposed issue of equity shares on a rights basis

The Board of Directors of the Company at its meeting held on February 8, 2023, approved the issuance of fully paid-up equity shares of the Company by way of a rights issue to the existing equity shareholders of the Company upto an amount not exceeding Rs. 1,050 Crores. Thereafter, on March 28, 2023, the Company submitted the draft letter of offer in connection with the proposed rights issue, framed in line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the Securities and Exchange Board of India ('SEBI'), BSE and NSE, for requisite approvals.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There are no significant events after the balance sheet date.

Standalone

Total income from continuing operations for FY 2023 increased by 6.14% to Rs. 3,784.29 Crores as compared to Rs. 3,565.21 Crores in FY 2022. Earnings before interest, taxes, depreciation and

amortisation ('EBITDA') for FY 2023 from continuing operations decreased by 37.35% to Rs. 438.60 Crores as compared to Rs. 700.07 Crores in FY 2022. Net Profit for the year from continuing and discontinuing operations was Rs. 69.50 Crores as compared to Rs. 367.54 Crores in FY 2022. Basic and diluted earnings per share, from continuing and discontinuing operations, was Rs. 0.58 per share and Rs. 0.58 per share, respectively, during FY 2023 as compared to Rs. 3.12 per share each, during FY 2022.

Consolidated

The Company's consolidated revenue increased by 7.97% to Rs. 7,081.55 Crores in FY 2023 as compared to Rs. 6,559.10 Crores in FY 2022. EBITDA for FY 2023 from continuing operations decreased by 30.36% to Rs. 853.35 Crores as compared to Rs. 1,225.46 Crores in FY 2022. Net Profit/ (Loss) for the year from continuing and discontinuing operations was Rs. (186.46) Crores as compared to Rs. 375.96 Crores in FY 2022. Basic and diluted earnings per share, from continuing and discontinuing operations, was Rs. (1.57) per share and Rs. (1.57) per share, respectively, during FY 2023, as compared to Rs. 3.19 per share each, during FY 2022.

Piramal Healthcare Inc. [Consolidated]

Piramal Healthcare Inc. [consolidated] includes financial statements of its wholly owned subsidiaries Piramal Critical Care Inc. and Piramal Pharma Inc.

Net sales of Piramal Healthcare Inc. [consolidated] for FY 2023 were at Rs. 1707.58 Crores. Profit before tax for the year was at Rs. 321.26 Crores. Piramal Healthcare Inc. [consolidated] reported a net profit of Rs. 245.64 Crores for the year.

PEL Pharma Inc. [Consolidated]

PEL Pharma Inc. [consolidated] includes financial statements of its wholly owned subsidiaries Piramal Pharma Solutions Inc., Ash Stevens LLC and PEL Healthcare LLC.

Net sales of PEL Pharma Inc. [consolidated] for FY 2023 were at Rs. 897.20 Crores. Loss before tax for the year was at Rs. 208.20 Crores. PEL Pharma Inc. [consolidated] reported a net loss of Rs. 165.16 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY 2023 were at Rs. 772.23 Crores. Loss before tax for the year was at Rs. 43.52 Crores. Piramal Healthcare UK Limited reported a net loss of Rs. 43.45 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY 2023 were at Rs. 369.53 Crores. Profit before tax for the year was at Rs. 47.92 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs. 43.58 Crores for the year.

Piramal Critical Care Limited

Net sales of Piramal Critical Care Limited for FY 2023 were at Rs. 258.71 Crores. Loss before tax for the year was at Rs. 131.57 Crores. Piramal Critical Care Limited reported a net loss of Rs. 127.88 Crores for the year.

Piramal Critical Care Italia S.P.A.

Net sales of Piramal Critical Care Italia S.P.A. for FY 2023 were at Rs. 104.41 Crores. Loss before tax for the year was at Rs. 6.59 Crores. Piramal Critical Care Italia S.P.A. reported a net loss of Rs. 6.59 Crores for the year.

Piramal Critical Care South Africa (Pty) Ltd.

Net sales of Piramal Critical Care South Africa (Pty) Ltd. for FY 2023 were at Rs. 39.76 Crores. Profit before tax for the year was at Rs. 2.60 Crores. Piramal Critical Care South Africa (Pty) Ltd. reported a net profit of Rs. 2.83 Crores for the year.

Piramal Critical Care Pty Ltd

Net sales of Piramal Critical Care Pty Ltd (incorporated in Australia) for FY 2023 were at Rs. 2.22 Crores. Loss before tax for the year was at Rs. 0.17 Crores. Piramal Critical Care Pty Ltd reported a net loss of Rs. 0.20 Crore for the year.

Piramal Critical Care Deutschland GmbH

Net sales of Piramal Critical Care Deutschland GmbH for FY 2023 were at Rs. 46.27 Crores. Loss before tax for the year was at Rs. 13.67 Crores. Piramal Critical Care Deutschland GmbH reported a net loss of Rs. 13.67 Crores for the year.

Piramal Critical Care B.V.

Net sales of Piramal Critical Care B.V. for FY 2023 were at Rs. 181.46 Crores. Loss before tax for the year was at Rs. 25.64 Crores. Piramal Critical Care B.V. reported a net loss of Rs. 25.64 Crores for the year.

Piramal Critical Care Single Member P.C.

Piramal Critical Care Single Member P.C. was incorporated in Greece on February 28, 2023. The subsidiary did not have any operations during the year and hence, did not report profit/loss during FY 2023.

Piramal Pharma Japan GK

There was no income from operations for FY 2023. Loss before tax for the year was at Rs. 0.12 Crore. Piramal Pharma Japan GK reported a net loss of Rs. 0.12 Crore for the year.

Piramal Pharma Solutions (Dutch) B.V.

Net sales of Piramal Pharma Solutions (Dutch) B.V. for FY 2023 were at Rs. 1.87 Crores. Profit before tax for the year was at Rs. 0.05 Crore. Piramal Pharma Solutions (Dutch) B.V. reported a net profit of Rs. 0.05 Crore for the year.

Piramal Healthcare Pension Trustees Limited

Net sales and Profit for the year of Piramal Healthcare Pension Trustees Limited for FY 2023 were at Nil.

Piramal Dutch Holdings N.V.

On a standalone basis, there was no income during FY 2023 in Piramal Dutch Holdings N.V. Loss before tax and net loss for the year was Rs. 75.05 Crores.

Piramal Dutch Holdings N.V. is holding company of the following entities. The financial performance of each of its subsidiaries is separately provided in this Report:

a. Piramal Healthcare Inc. [Consolidated with its subsidiaries

i.e. Piramal Critical Care Inc. and Piramal Pharma Inc.]

b. PEL Pharma Inc. [Consolidated with its subsidiaries i.e. Piramal Pharma Solutions Inc., PEL Healthcare LLC and Ash Stevens LLC]

c. Piramal Healthcare UK Limited

d. Piramal Healthcare (Canada)Limited

e. Piramal Critical Care Limited

f. Piramal Critical Care Italia S.P.A.

g. Piramal Critical Care South Africa (Pty) Ltd.

h. Piramal Critical Care Pty Ltd

i. Piramal Critical Care Deutschland GmbH

j. Piramal Critical Care B.V.

k. Piramal Critical Care Single Member P.C.

l. Piramal Pharma Japan GK

m. Piramal Pharma Solutions (Dutch) B.V.

n. Piramal Healthcare Pension Trustees Limited

Piramal Pharma II Private Limited

Piramal Pharma II Private Limited was incorporated in FY 2023 and did not report any income from operations during the year. Loss before tax for the year was at Rs. 0.39 Crores. Piramal Pharma II Private Limited reported a net loss of Rs. 0.39 Crores for the year.

ASSOCIATE COMPANIES

Investment in associates are accounted for, using the equity method of accounting. Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company's share of post-acquisition profits or losses and other comprehensive income of associates. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

The Company owns 49% equity stake in Allergan India Private Limited. Share of profit of Allergan India Private Limited considered in consolidation for FY 2023 amounted to Rs. 54.13 Crores.

The Company owns 33.33% of equity stake in Yapan. Share of loss of Yapan considered in consolidation for FY 2023 amounted to Rs. 0.20 Crore.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

STATUTORY AUDITORS AND AUDITORS' REPORT

In accordance with Section 139(2) of the Act, M/s. Deloitte Haskins & Sells LLP ('Deloitte'), Chartered Accountants (Firm Registration Number 117366W/W-100018), were appointed as Statutory Auditors by the members of the Company at General Meeting held on October 5, 2020, for a term of 5 consecutive years to hold office until the conclusion of the 5^th Annual General Meeting (AGM) of the Company to be held in calendar year 2025.

The Auditors' Report does not contain any qualification, reservation or adverse remark on the financial statements for the financial year ended March 31, 2023. The notes on financial statements referred to in the Auditor's Report are selfexplanatory and do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility ('CSR') containing details of CSR Policy, composition of the CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure B to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure C to this Report.

ANNUAL RETURN

The Annual Return for FY 2023 is available on the website of the Company at https://www.piramal.com/investor/piramal- pharma-limited/financial-reports/annual-reports/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company at the AGM held last year, had approved:

• the appointment of Mr. Vivek Valsaraj (DIN: 06970246), Chief Financial Officer, as an Executive Director of the Company, liable to retire by rotation, to hold office for a term of three years effective from February 9, 2022;

• the appointments of Mr. Sridhar Gorthi (DIN: 00035824) and Mr. Peter Stevenson (DIN: 09544706) as Independent Directors, not liable to retire by rotation with effect from March 30, 2022 for a term of 5 (five) years and Ms. Nathalie Leitch (DIN: 09557042) as Non-Executive Director, liable to retire by rotation, with effect from May 24, 2022;

• Continuation of Directorship of Mr. S Ramadorai (DIN: 00000002), who had attained the age of 75 years, for the remaining period of his existing term of directorship as an Independent Director of the Company.

During the year under review, the Board of Directors of the Company ('Board') had, based on the recommendation of Nomination and Remuneration Committee ('NRC'), approved the appointment of Ms. Vibha Paul Rishi (DIN: 05180796) as an Additional Director and had recommended to the Members, her appointment as an Independent Director, not liable to retire by rotation for a term of 5 (five) years with effect from August 30, 2022. Further the Company received approval of the Members at an Extra-Ordinary General Meeting held on September 2, 2022, for appointment of Ms. Vibha Paul Rishi as an Independent Director on the Board of the Company.

The Board, based on the recommendations of the NRC and subject to approval of Members at the ensuing AGM, have approved the re-appointment of:

• Ms. Nandini Piramal (DIN: 00286092) as Whole-time Director, designated as Chairperson, liable to retire by rotation, with effect from April 1, 2024 for a term of 3 (three) years; and

• Mr. Peter DeYoung (DIN: 07152550) as Whole-time Director, designated as Executive Director, liable to retire by rotation, with effect from October 6, 2023 for a term of 3 (three) years.

The Board recommends the above re-appointments for the consideration of the Members of the Company at the ensuing AGM.

Further in line with the provisions of the Act and the Articles of Association of the Company, Mr. Neeraj Bhardwaj (DIN: 01314963) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Also, the Independent Directors of the Company have confirmed that they have registered with the databank maintained 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.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and SEBI Listing Regulations and are independent of the Management. A matrix demonstrating the skill and expertise of Directors of the Company including Independent Directors is provided in the Report on Corporate Governance forming part of this Annual Report.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors (including Independent Directors) on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 8 (Eight) Meetings of the Board of Directors were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at https:// www.piramal.com/investor/piramal-pharma-limited/corporate- governance/policies-code-and-compliances/.

AUDIT COMMITTEE

The Audit Committee comprised of following members as on March 31, 2023:

During the year under review, Mr. Vivek Valsaraj ceased to be a member of the Audit Committee with effect from July 6, 2022.

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board has approved a Nomination Policy which lays down the framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also approved a Remuneration Policy with regard to remuneration payable to Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure D to this Report and are also available on the website of the Company at https://www.piramal.com/ investor/piramal-pharma-limited/corporate-governance/ policies-code-and-compliances/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference is made to Note nos. 5 and 12 of the standalone financial statements for loans to bodies corporate and to Note no. 38.4 for performance guarantees. Performance Guarantees have been provided by the Company to its subsidiaries.

As regards details of Investments in bodies corporate, the same are given in Note no. 4 of the standalone financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no material related party transactions by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

As required under Regulation 23(1) of the SEBI Listing Regulations, the Company has in place a 'Policy on Related Party Transactions' which is available on the website of the Company at https:// www.piramal.com/investor/piramal-pharma-limited/corporate- governance/policies-code-and-compliances/.

A) Remuneration to Directors and Key Managerial Personnel ('KMP')

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2023 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2023 are as under:

Notes:

1. Non - Executive Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by the shareholders. Remuneration details for Non-Executive Directors in the above table, comprises of sitting fees and commission. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.

2. Mr. Neeraj Bharadwaj, Non-Executive Director, does not receive any sitting fees or any other remuneration.

3. Remuneration details have been provided with respect to remuneration/ commission paid during FY 2023 and sitting fees for meetings attended during FY 2023.

4. ESOP perks of Mr. Vivek Valsaraj, Executive Director & Chief Financial Officer of the Company, is added in his above mentioned remuneration.

ii. The median remuneration of employees of the Company during FY 2023 was Rs. 5,87,018.

iii. In FY 2022-23, there was 7.2% increase in the median remuneration of employees.

iv. There were 4,644 permanent employees on the rolls of the Company as on March 31, 2023.

v. Average percentage increase made in the salaries of employees other than the managerial personnel during FY 2023 was 7.6 %. As regards, comparison of Managerial Remuneration of FY 2023 over FY 2022, details of the same are given in the above table at Sr. No. (i).

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the statement may request the same by writing to shareholders.ppl@piramal.com.

C) Employee Stock Options

Pursuant to the approval of the Board at its meeting held on May 24, 2022 and the approval of the Members at the 2^nd AGM of the Company held on July 28, 2022, the Piramal Pharma Limited Employee Stock Option and Incentive Plan 2022 ('ESOP Plan') was adopted. Pursuant to the listing of the Company on the Stock Exchanges, the ESOP Plan was duly ratified by way of a resolution passed through postal ballot by the Members of the Company (subsequent to listing) on March 20, 2023, in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations').

In terms of the SEBI SBEB Regulations, the requisite details relating to the ESOP Plan are available on the Company's website at https://www.piramal.com/investor/piramal- pharma-limited/shareholder-information/esop-disclosure/

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed N L Bhatia & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from N L Bhatia & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

REPORT ON CORPORATE GOVERNANCE

The Company is fully committed to follow good Corporate Governance. Your Company is compliant with applicable provisions of law relating to Corporate Governance. The report on Corporate Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of the Annual Report. The requisite certificate from N L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed hereto as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a robust risk management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and review by the Management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

(b) the 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the 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;

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the listing of the Company on the Stock Exchanges and since the Company is among the top 1,000 listed companies by market capitalization as on March 31, 2023, a Business Responsibility and Sustainability Report ('BRSR') is required to be reported as part of the Annual Report.

Accordingly, in line with the SEBI Listing Regulations, the BRSR of the Company describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed with this Report.

COST AUDIT

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. G. R. Kulkarni & Associates, Cost Accountants, have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31, 2024. They were also the Cost Auditors for the financial year ended March 31, 2023. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by the Members of the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2024.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ('POSH ACT')

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee ('ICC') under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations.

The policy is gender neutral. During the year under review, no complaints with allegation of sexual harassment were filed with ICC under the provisions of the POSH Act.

OTHERS

The Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions

related to these items during the period under review:

1. No amounts are proposed to be transferred to the Reserves;

2. No changes are made in the nature of business of the Company;

3. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

5. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act;

6. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company;

7. There were no instances of one-time settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, Members and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors