Sanofi India Ltd

To the Members,

Your Directors have the pleasure of presenting their report and the Standalone and Consolidated Audited Accounts of your Company for the Financial Year ended December 31, 2024. These results are to be seen in the context of the restructuring where the consumer healthcare business part of your Company was demerged into a separate Company, effective June 01, 2024.

Financial Highlights

(Rs. in Million)

*Figures are provided on standalone basis

Company Performance

During the year ended December 31, 2024, your Company registered Rs. 20,132/- million Revenue from Operations compared to Rs. 19,961/- million in the previous year. On a comparable basis the domestic retained business grew by 1% over previous year. Net Revenue from India isRs. 16,047/- million constituting 80% of the total revenue. The exports fell by 18%, year on year basis.

The profit before tax and exceptional items decreased from Rs. 5,107/- million toRs. 4,691/ million, representing degrowth of 8% for the year ended December 31, 2024. The Profit After Tax for the year ended December 31, 2024 decreased from Rs. 3,646 million to Rs. 3,137 million representing degrowth of 14%.

Transfer to Reserves

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

Dividend

Your Directors at their meeting held on February 27, 2025 have recommended payment of final dividend of Rs. 117/- per equity share of face value Rs. 10 each for the year ended December 31, 2024, considering the business and cash requirements of your Company. The dividend is subject to approval of Members at the ensuing Sixty-Ninth Annual General Meeting (AGM) of your Company, scheduled on May 15, 2025.

The dividend, if approved by the Members at the AGM, will result in cash outflow ofRs. 2,695/- million. The total dividend results in payout of 84% of the profits of the Company.

Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors have adopted a Dividend Distribution Policy and Linal Dividend recommended for the year 2024 is in accordance with the said Policy. The said Policy is available on the Company's website at Code of Conduct and Policies - Sanofi India

Unpaid/Unclaimed Dividend

In terms of the provisions of Investor Education and Protection Lund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), Rs. 5.17 million of unpaid/unclaimed dividends were transferred during the year 2024 to the Investor Education and Protection Lund.

Directors and Key Managerial Personnel (KMP)

As on December 31, 2024, your Company had Eight (8) Directors with an optimum combination of Executive, Non-Executive Directors and Independent Directors including two women directors, one of them being a woman independent director.

Changes during the Financial Year ended December 31, 2024:

Mr. Marc-Antoine Lucchini (DIN: 08812302) resigned as a Non-Executive Director of your Company with effect from the close of business hours on March 28, 2024, consequent to his decision to pursue opportunities outside the Sanofi Group. The Board places on record its immense appreciation for his contribution during his tenure in the Company.

The Board at its meeting held on May 13, 2024, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Eric Mansion (DIN: 10654588) as a Non-Executive Director of your Company with effect from June 03, 2024.

Mr. Eric Mansion is the General Manager of India & Southeast Asia which includes India, TMS (Thailand, Malaysia, Singapore), Vietnam & Cambodia, Philippines, Indonesia, Pakistan and Bangladesh for Sanofi Pharma. He has a vast experience in various areas such as Business Operations, Global Product Leadership, Country and Regional General Management. Priortotaking on his current rolein February 2024, he was the Global Head of Vaxelis Business Unit in Sanofi. He began his career with Sanofi in Supply Chain at global level. He then transitioned to managing Vaccines business operations for Key and Emerging markets. He assumed leadership roles (country General Manager and Regional Head) from 2009 onwards based in different countries throughout Asia. He holds a Master degree of Biochemistry from Luminy Marseille as well as a Master degree in Healthcare Industry Management.

The Members approved the appointment of Mr. Eric Mansion as a Non-Executive Directorthrough Postal Ballot conducted in accordance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013 ("the Act") read with the applicable Rules, Secretarial Standards andthe Listing Regulations on August 08, 2024, with requisite majority.

Further, Ms. Radhika Shah resigned as Head of Legal and Company Secretary & Compliance Officer of your Company with effect from the close of business hours on November 15, 2024.

The Members at the 68th AGM held on May 14, 2024 had approved the re-appointment of Mr. Rodolfo Hrosz, Managing Director (DIN: 09609832) and Mr. Vaibhav Karandikar, Non-Executive Director (DIN: 09049375), directors liable to retire by rotation.

Mr. Rachid Ayari, Whole-time Director and Chief Financial Officer (DIN: 10408699), and Ms. Renee Amonkar, Whole Time Director (DIN: 10335917) are liable to retire by rotation at the ensuing Sixty-Ninth (69th) Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommend their re-appointment to the Members.

After the approval of these reports, the Board of Directors of the Company, at its meeting held on April 9, 2025, accepted the resignation of Mr. Rodolfo Hrosz from the role of Managing Director with effect from close of business hours on April 30, 2025, in view of his movement to another role within the Sanofi Group, and placed on record their immense appreciation for his valuable contribution during his tenure. Further, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, the Board approved the re-designation of Mr. Rodolfo Hrosz as an Additional Non-Executive Director of the Company with effect from May 1, 2025.

Key Managerial Personnel

As on the date of this report, your Company has the following KMP as per section 2(51) of the Act:

*Mr. Rodolfo Hrosz will cease to be a KMP with effect from April 30, 2025

*Appointed in the said designation with effect from February 12, 2025

Statement of declaration given by the Independent Directors

Mr. Aditya Narayan, Chairman of the Board, Mr. Rahul Bhatnagar, Chairman of the Audit Committee and Mrs. Usha Thorat, Chairperson of the Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and the Corporate Social Responsibility Committee, are the Independent Directors of your Company.

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Director's Database maintained by the IICA (The Indian Institute of Corporate Affairs). In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the Management.

Cash Flow and Consolidated Financial Statements

As required under Regulation 34 of the Listing Regulations, the Cash Flow Statement and the Consolidated Financial Statements are part of the Annual Report.

Management Discussion and Analysis Report

As required under Regulation 34 of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report.

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

Business Responsibility and Sustainability Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the year ended December 31, 2024, forms part of this Report.

Report on Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors forms part of this 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, Seven (7) meetings of the Board were held. The dates, attendance 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 by the Act and Listing Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates on the pharmaceutical industry and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, pharmaceuticals industry, Sanofi Global strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and corporate social responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on your Company's website at Familiarization Programme - Sanofi India

Performance Evaluation of the Board

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted through external third party, based on the criteria, frameworkand questionnaires approved by the Nomination and Remuneration Committee and the Board. The details of the performance evaluation exercise conducted by your 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 Listing Regulations and the same is available on Company's website at Code of Conduct and Policies - Sanofi India

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

Further details form part of the Report on Corporate Governance. 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 specifying the 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. Any Member interested in receiving the said statement may write to the Company Secretary stating their Folio No./DPID& Client ID at igrc.sil@sanofi.com

Subsidiaries, Associate Companies and Joint Ventures

A wholly owned subsidiary of the Company named Sanofi Consumer Healthcare India Limited was incorporated on May 10, 2023, to undertake the consumer healthcare business of Sanofi India Limited pursuant to the Scheme of Arrangement between Sanofi India Limited ("Demerged Company") and Sanofi Consumer Healthcare India Limited ("Resulting Company") and their respective shareholders and creditors ("Scheme").

The Scheme became effective on June 01, 2024, pursuant to the order of Hon'ble National Company Law Tribunal, Mumbai Bench, dated May 07, 2024. Upon the Scheme becoming effective, Sanofi Consumer Healthcare India Limited ceased to be a wholly owned subsidiary of your Company.

However, a statement containing salient features of the financial statements of Resulting Company in Form AOC- 1 is annexed as Annexure C to this Report for the part of the year when the Resulting Company was a wholly owned subsidiary of the Company.

As on the closure of the Financial Year 2024, the Company has no Subsidiaries, Associate Companies and 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.

• Corporate Social Responsibility Committee

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

The CSR policy outlines your Company's approach towards CSR, focusing on areas where it can make a difference and have the most impact. The details of the composition and re-constitution of the CSR Committee, 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.

• Nomination and Remuneration Committee

Details pertaining to composition and reconstitution of the Nomination and Remuneration Committee are included in the Report on Corporate Governance. During the year, all the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

• Stakeholders Relationship Committee

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

• Risk Management Committee

Your Company has constituted a Risk Management Committee, details of which are disclosed in the Corporate Governance Report. As perthe governance process described in the Risk Management Policy, the Risk Management Committee reviews the risk identification, risk assessment and minimization procedures on a quarterly basis and updates the Audit Committee and the Board periodically. During the year, all the recommendations made by the Risk Management Committee were accepted bythe Board.

Your Company has also implemented a mechanism for risk management and formulated a Risk Management Policy, which is available on the Company's website at Code of Conduct and Policies - Sanofi India. The policy provides for the creation of a risk register, identification of risks andformulating mitigation plans.

The key risks impacting the Company are discussed in the Risk Management section forming part of this Annual Report.

Vigil Mechanism

As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, your Company is required to establish a Vigil Mechanism. The Company's Code of Conduct, Whistle blower, and other Governance Policies lays out the principles of highest ethical standards. The details of the Whistle blower Policy are provided in the Report on Corporate Governance forming part of this Annual Report.

Related Party Transactions

All Related Party Transactions entered into during the year under review were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions by your Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interests of your Company at large.

Your Company has in place a Related Party Transactions Policy, which is available on your Company's website at Code of Conduct and Policies - Sanofi India. The Form AOC - 2 envisages disclosure of material contracts or arrangements and transactions not on an arm's length basis. The details of the material Related Party Transactions for the Financial Year ended December 31, 2024, as per the Policy on dealing with related parties adopted by your Company are disclosed in Annexure E to this Report.

These transactions were in the ordinary course of business and at arm's length, duly certified by third-party experts. The transactions were within the limits approved by the Members.

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 the design or operation were observed.

Deposits from Public

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

Loans, Guarantees or Investments

Your Company has not granted any loans, provided any guarantees, or invested in securities of any other body corporate.

Directors' Responsibility Statement

In terms of Section 134 (5) of the Act, Directors state that to the best of their knowledge and belief and according to the information and explanations obtained by them 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, if any;

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 atthe 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 Companies Act, 2013 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. Internalfinancialcontrolsto be followed bythe Company have been laid down and those 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.

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Act read with clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government. The Cost Audit Report for the year ended December 31, 2023, was filed with the Central Government within the prescribed time.

Cost Auditors

Pursuant to Section 148(3) of the Act, your Directors have, at its meeting held on February 27, 2025, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants to audit the cost accounts maintained by your 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 in the General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s. Kishore Bhatia & Associates, as recommended by the Audit Committee and approved by the Board, is included in the Notice convening the Annual General Meeting of the Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair, and commensurate with the scope of work carried out by them.

Statutory Auditors

M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration Number 304026E/E-300009), were appointed as Statutory Auditors of your Company for a period of Five (5) years, commencing from the conclusion of the sixty-sixth AGM held in the year 2022, until the conclusion of the seventy-first AGM to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor. The report given by the Statutory Auditor on the financial statements of your Company forms part of the Annual Report. The Statutory Auditors have issued an unqualified audit report on the annual accounts of your Company for the year ended December 31, 2024.

Secretarial Auditors

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, and Regulation 24A of Listing Regulations, the Directors appointed M/s. Makarand M. Joshi & Co., Company Secretaries, to undertake the Secretarial Audit of your Company for the year ended December 31, 2024.

The Secretarial Audit Report (Form MR - 3) of the Company for the year ended December 31, 2024 is enclosed as Annexure F to this report. The comments made by the Secretarial Auditors are self-explanatory.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines and is available on the Company's website at Secretarial Compliance Report - Sanofi India.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on February 27, 2025, subject to the approval of the Members of the Company, approved appointment of M/s. Parikh & Associates, Company Secretaries (Firm Registration Number: P1988MH009800) as the Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office from Financial Year 2025 upto Financial Year 2029, on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.

Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the resolution forming part of the Notice of the AGM.

Secretarial Standards

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

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 your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

Prevention of Sexual Harassment Policy

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During, the year, your Company have not received any complaints related to sexual harassment. As of December 31, 2024, no complaints relating to sexual harassment are pending for disposal.

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of your Company at Annual Return - Sanofi India.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There have been no material changes and commitments, since the closure of the Financial Year ended December 31, 2024 up to the date of this Report, that would affect your Company's financial position.

There has been no change in the nature of your Company's business.

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

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

1. There has been no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. There has been no issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme.

3. There was no change in share capital during the year under review.

4. Your Company has not resorted to any buy back of its Equity Shares during the year under review.

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

6. 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.

7. 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 to employees at all levels for their hard work, dedication and commitment. The Board also acknowledges the support and co-operation that your Company has been receiving from the medical fraternity, suppliers, distributors, retailers, business partners, Government departments both at Centre & States, and all other stakeholders.