Emcure Pharmaceuticals Ltd

To,

The Members,

Your Directors' take pleasure in presenting the 44^th Board's Report of the Company, together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

The brief highlights of the Financial Statements (standalone and consolidated) of the Company for the Financial Year 2024-25 are as under:

The financial results and the results of operations, including major developments and statement of affairs of the Company have been discussed in detail in the Management Discussion and Analysis Report.

The Financial Statements (standalone and consolidated) have been prepared in accordance with the provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time.

During the year under review, the Company continued its operations in its ordinary course. The operational and financial performance, amongst others is given in the Management Discussion and Analysis Report, forming part of the Annual Report. During the year under review, the Company's Equity Shares got listed on the Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited (‘Stock Exchanges') through an initial public offering on July 10, 2024.

During the year under review, the Company has successfully completed its Initial Public Offering ("IPO") comprising of fresh issue of 79,46,231 Equity Shares and an offer for sale of 1,14,28,839

Equity Shares of face value of Rs. 10 each for cash price of Rs. 1,008/- per Equity Share including a premium of Rs. 998/- per

Equity Share, aggregating total offer to Rs. 19,520.27 million.

The Equity Shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited (‘Stock Exchanges') on July 10, 2024. The issue was led by book running lead managers, viz. Kotak Mahindra Capital Company Limited, Axis Capital Limited,

Jefferies India Private Limited and J.P. Morgan India Private Limited.

Your Directors would like to thank the Merchant Bankers, legal counsels and other Stakeholders for their support to the Company in achieving a successful IPO and listing.

Your Directors extend their heartfelt gratitude to the Shareholders for investing/subscribing for the Equity Shares in the IPO and reposing their continuous trust and faith in the Company and its management.

Pursuant to Regulation 43A of SEBI Listing Regulations, the Company has formulated and adopted a Dividend Distribution Policy (‘the Policy'), setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The Policy is available on the Company's website at

The Board of Directors of the Company at its meeting held on

May 22, 2025, recommended a nal dividend of Rs. 3/- (i.e.,@30%) per Equity Share of Rs. 10/- each, for the Financial Year ended

March 31, 2025. The nal dividend is subject to the approval of the

Members in the ensuing Annual General Meeting (the "AGM") and shall be subject to deduction of income tax at source as per applicable laws. The said dividend, if approved by the Members at the ensuing AGM will be paid to those Members whose name appears on the Register of Members (including Bene cial Owners) of the Company as at the Record Date i.e. August 14, 2025.

There have been no material changes and commitment affecting the financial position of the Company occurred between the end of the Financial Year i.e. March 31, 2025 and the date of this report.

During the year under review, there was no change in the authorised share capital of the Company. However, the paid-up share capital of the Company was increased from Rs. 181,15,21,160/- divided into 18,11,52,116 Equity Shares of face value of Rs. 10/- each to Rs. 189,48,33,470/- divided into

18,94,83,347 Equity Shares of face value of Rs. 10/- each in following ways: a) Allotment of 79,46,231 (Seventy Nine Lacs Forty Six Thousand Two Hundred and Thirty One) Equity Shares of Rs.

10/- each under Initial Public offer of the Company on July 08,

2024. b) Allotment of 3,33,500 (Three Lacs Thirty Three Thousand and Five Hundred) Equity Shares of Rs. 10/- each of the Company to the eligible employees, pursuant to "Emcure - Employee Stock Option Scheme 2013" of the Company, upon exercise of 3,33,500 vested options on November 22, 2024. c) Allotment of 51,500 (Fifty One Thousand and Five Hundred) Equity Shares of Rs. 10/- each of the Company to the eligible employees, pursuant to "Emcure - Employee Stock Option Scheme 2013" of the Company, upon exercise of 51,500 vested options on March 24, 2025.

The Board of Directors has decided not to transfer any amount to General Reserves, for the year under review.

During the year under review and in pursuance to Regulation 32 of the SEBI Listing Regulations, there was no deviation(s) or variation(s) in the utilization of proceeds raised through IPO as mentioned in the objects stated in the Offer Documents of the

Company. Details of utilisation of IPO proceeds are disclosed in Note No. 57 of Standalone Financial Statements.

The Company has formulated the Emcure – Employee Stock Option Scheme 2013 ("Emcure ESOS 2013"), with an objective to reward the employees for their performance, to motivate them to contribute to the growth and pro tability of the Company and to promote culture of employee ownership as well as to attract, retain, motivate and incentivize the employees.

The Emcure ESOS 2013 is in compliance with the Securities and

Exchange Board of India (Share Based Employee Benefits and

Sweat Equity) Regulations, 2021, as amended from time to time

("SEBI SBEB Regulations") and have also been ratified by the

Members of the Company on December 23, 2024, through Postal Ballot.

The certificate from the Secretarial Auditor of the Company confirming that the aforesaid scheme has been implemented in accordance with the SEBI SBEB Regulations along with the resolution passed by the Members, would be available for inspection by the Members during the forthcoming AGM of the Company.

The disclosure as mandated under the SEBI SBEB Regulations is available on website of the Company at. The details also form part of Note No. 45 of the notes to accounts of the Standalone Financial Statements of the Company. The disclosure in compliance with Regulation 14 of the SEBI SBEB Regulations in relation to Emcure ESOS 2013, are set out in Annexure I to this Report.

The details of credit ratings as at the Financial Year ended March 31, 2025, are disclosed in the Corporate Governance Report forming part of this Report.

During the year under review, Emcutix Biopharmaceuticals Limited ("Emcutix"), a wholly-owned subsidiary of the Company was incorporated on October 03, 2024. Emcutix is engaged in the business of developing and marketing innovative solutions in both therapeutic and aesthetic dermatology.

Further, the Company, together with its subsidiary, Gennova Biopharmaceuticals Limited, had entered into Share Subscription and Shareholders' Agreement dated July 25, 2024 and Power Purchase Agreement(s), acquiring stake in Sunsure Solarpark Twelve Private Limited, by virtue of which, Sunsure Solarpark Twelve Private Limited became an Associate Company of the Company, in accordance with the provisions of the Act. The Agreement was entered to meet the energy requirements for facilities based in the State of Maharashtra.

As on March 31, 2025, the Company had 23 subsidiaries (including direct & indirect) and 1 Associate Company, pursuant to the provisions of the Act. Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014 and in accordance with applicable Accounting Standards, a statement containing the salient features of the Financial Statements for the Financial Year ended March 31, 2025 of the Company's subsidiaries/associates in the prescribed Form AOC-1 is annexed as Annexure-II to this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements and related information of the Company and its subsidiaries, wherever applicable, are available on the Company's . The same are also available for inspection during the business hours on all working days at the registered office of the Company in electronic mode.

The Board of Directors of the Company has formulated a "Policy for determining Material Subsidiaries" in conformity with the provisions of SEBI Listing Regulations. The Policy is available at Company's For the Financial Year 2024-25, Zuventus Healthcare Limited,

Tillomed Laboratories Limited, and Emcure Pharma UK Ltd. are categorized as material subsidiaries of the Company as per the thresholds laid down under the SEBI Listing Regulations. The Company has complied with all the legal requirements in respect of material subsidiaries.

Particulars of loans given, guarantees given, investments made and securities provided, if any, under Section 186 of the Act forms part of the Note Nos. 5 and 6 of the Standalone Financial Statements which forms part of the Annual Report.

The Company has not accepted any deposit from the public during the Financial Year under review.

During the year under review, the Company has revised its "Related Party Transactions Policy" in accordance with the recent amendments under the SEBI Listing Regulations. The Company's Related Party Transactions Policy, as approved by the Board, is available on the website of the Company. All other contracts / arrangements / transactions entered into by the Company during the year under review were in the ordinary course of business and at arm's length basis. The Company had not entered into any contract/ arrangements/ transactions with related parties which could be considered material in accordance with the SEBI Listing Regulations or the Related Party Transactions Policy of the Company and which is required to be reported in Form AOC-2. Particulars of contracts or arrangements with the related parties as referred to in sub-section (1) of Section 188 of the Act is forming part of this Report as Annexure - III (Form AOC-2).

All related party transactions are placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee is obtained annually for transactions that are in the ordinary course of business and on an arm's length basis, of repetitive nature. The transactions entered pursuant to the omnibus approval so granted along with the statement giving details of all related party transactions are placed before the Audit Committee for their review on a quarterly basis.

The details of contract/ arrangements/ transactions entered into by the Company with Related Parties during the Financial Year under review are set out in the Notes to the Financial Statements.

Pursuant to Regulation 34(3) of the SEBI Listing Regulations, the

Management Discussion and Analysis Report for the Financial Year

2024-25, has been presented in a separate section forming part of the Annual Report.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations and the Act, a separate Corporate Governance Report forms part of this Report and is annexed as Annexure- IV.

The Company has obtained a Certificate from Practicing Company Secretary confirming compliance with conditions of Corporate

Governance as stipulated under Clause E of Schedule V of the SEBI Listing Regulations, which forms part of this Report and is annexed as Annexure V.

The Company has received a Certificate from Practicing Company Secretary confirming that none of the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such statutory authority from being appointed / continuing as Director and the same is annexed as Annexure VI, which forms part of this Report.

As on March 31, 2025, your Board comprised of 10 Directors including 5 Executive Directors (including Managing Director & CEO), 1 Non-Executive & Non-Independent Director and 4 Non-Executive & Independent Directors (including one woman Independent Director). The details of Board and Committee compositions, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Report.

During Financial Year 2024-25, the following changes took place in the Board composition:

Based on the recommendation of Nomination and Remuneration Committee ("NRC") and Board of Directors, Mrs. Namita Thapar (DIN: 05318899) was re-appointed as Whole-time Director of the Company with effect from July 28, 2024, for a period of ve

(5) years, liable to retire by rotation, in the 43rd AGM of the Company held on June 05, 2024.

Mr. Samonnoi Banerjee (DIN: 06874206) resigned as a Non-Executive & Non-Independent Director of the Company with effect from close of business hours on November 23, 2024. Your

Directors places on record their sincere appreciation for his invaluable contribution and guidance during his tenure as Non-Executive & Non-Independent Director of the Company.

Mr. Samit Mehta (DIN: 00332562) and Mr. Sunil Mehta (DIN: 00118469), Whole-time Directors of the Company, are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment. Resolutions seeking

Members' approval for their re-appointment forms part of Notice of the ensuing AGM, as recommended by the NRC and the Board. Necessary disclosures as required under the Act, SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointments are provided in the Notice of the 44th AGM of the Company.

During the year under review, there were no changes in the Key Managerial Personnel ("KMP") of the Company.

Mr. Samit Mehta, Whole-time Director of the Company is also a KMP of the subsidiary company and draws remuneration from the subsidiary company.

In accordance with Section 149(7) of the Act, each Independent

Director has con rmed to the Company that he or she meets the criteria of independence as laid down in Section 149(6) of the Act, and is in compliance with Rule 6(3) of the Companies

(Appointment and Qualifications of Directors) Rules, 2014 and

Regulation 16(1)(b) of the SEBI Listing Regulations. Further, each

Independent Director has affirmed compliance to the Code

Conduct for Independent Directors as prescribed in Schedule IV of the Act. The Board has taken on record such declarations after due assessment of their veracity.

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company periodically conducts Familiarisation Programme(s) for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme are available on the website of the Company at:

During the year under review, the Board of Directors of the Company met seven (7) times. The details of the Board meetings including their attendance and composition are provided in the Corporate Governance Report, which forms a part of this Report.

As on March 31, 2025, the Board has 5 ( ve) statutory Committees: a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders' Relationship Committee; d) Risk Management Committee; and e) Corporate Social Responsibility Committee.

The details of the Board and Committee meetings including their attendance and composition are provided in the Corporate Governance Report, which forms a part of this Report.

The Company had also constituted IPO Committee for matters related to Initial Public Offering of the Company, which was dissolved during the year under review.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has framed a Policy for performance evaluation of Independent Directors, Board, Committees, and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. During the year, in terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held wherein the performance of the Non-Independent Directors, performance of the Board as a whole (including the Committees) and also that of the Managing Director and Chairman was carried out in terms of the provisions of the Act. Performance evaluation of Independent Directors was carried out by the entire Board of Directors, excluding ofthe director being evaluated.

The Company has established a comprehensive internal controls framework. This framework encompasses procedures and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.

During the year, effectiveness of internal financial controls is ensured through management reviews, control self-assessment and independent testing by the Internal Audit Team.

The Company has in place a risk management framework for identi cation and management of risks.

Pursuant to Regulation 21(4) read with para C (1) of Part D of Schedule II of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee comprising members of the Board of Directors. The terms of reference of the Committee and composition thereof including details of meetings held during the Financial Year 2024-25 forms part of the Corporate Governance

Report, which forms part of this Report.

Additional details relating to Risk Management are provided in the Management Discussion and Analysis Report forming part of this Report.

The Company has adopted a Vigil Mechanism Policy (the "Policy") for the stakeholders to report genuine concerns/grievances. The Policy provides for adequate safeguards against the victimisation of the employees who use the vigil mechanism. The Policy is available on the website of the Company at:.

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') read with Rules made thereunder, the Company has constituted Internal Complaints Committee(s). In order to build awareness in this area, the Company has been conducting necessary trainings in the organization on an ongoing basis.

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended), the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition, terms of reference of the CSR Committee and meetings held during the year is provided in the Corporate Governance Report, which forms a part of this Report. The Board of Directors of the Company has adopted a CSR Policy on the recommendation of the CSR Committee and the CSR Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. The CSR activities are undertaken in accordance with the said Policy. The CSR policy of the Company is available on the website of the Company The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities during the year are provided as Annexure VII to this Report.

Pursuant to Section 178(3) of the Act and Regulation 19 read with Schedule II Part D of the SEBI Listing Regulations, the Nomination and Remuneration Committee of the Company has formulated the criteria for identi cation and Board nomination of the suitable candidates as well as the Policy on remuneration for Directors, Key Managerial Personnel and Senior Management of the Company. The "Nomination and Remuneration Policy" as approved by the Board is available on the website of the Company .

The prescribed particulars of employees required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VIII to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours. Any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance

Officer of the Company either at the Registered/ Corporate Office address or by email to: investors@emcure.com.

The information regarding conservation of energy, technology absorption and foreign exchange earnings/outgo as stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure IX to this Report.

M/s. B S R & Co. LLP, Chartered Accountants (FRN 101248W/ W-100022), have been re-appointed as the Statutory Auditor of the Company for a period of 5 ( ve) years at the 41^st AGM of the Company to hold office till the conclusion of the 46 ^th AGM of the Company.

The Auditors' Report provided by M/s. B S R & Co. LLP for the Financial Year ended March 31, 2025, is enclosed along with the Financial Statements in the Annual Report. The Auditors' Report does not contain any quali cation, reservation, adverse remark or disclaimer.

The Auditors have con rmed the Company that their continued appointment for the Financial Year 2025-26 is within the limits prescribed under Section 141 of the Act.

M/s. SVD & Associates, Company Secretaries, Pune, a Peer Reviewed Firm of Company Secretaries in Practice (UIN P2013MH031900 and Peer Review No. 6357/2025), was appointed by the Board to conduct the Secretarial Audit for the Financial Year ended March 31, 2025.

The Secretarial Audit Report issued by M/s. SVD & Associates, for the Financial Year 2024-25, con rms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act. The report in Form MR-3 is annexed as Annexure X(A) to this Report.

The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges as required under Regulation 24A of SEBI Listing Regulations. Further, during the Financial Year

2024-25, no penalties, strictures were imposed on the

Company by Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Pursuant to provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rules made thereunder, the Board of Directors at its meeting held on May 22, 2025 have approved the appointment of M/s SVD & Associates, Company Secretaries, Pune, a Peer Reviewed Firm of Company Secretaries in Practice (UIN P2013MH031900 and Peer Review No. 6357/2025), as the Secretarial Auditor of the

Company for a term of ve (5) consecutive years, commencing from Financial Year 2025-26 subject to approval of the

Members of the Company at the ensuing Annual General Meeting. Resolutions seeking Members' approval for their appointment forms part of Notice of the ensuing AGM.

M/s SVD & Associates has consented to act as the Secretarial

Auditor of the Company and con rmed that the appointment, if approved, would be within the limits prescribed under the Act and SEBI Listing Regulations and further con rmed that they are not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act read with Rules made thereunder, and SEBI Listing Regulations.

Pursuant to Regulation 24A(1) of the SEBI Listing Regulations,

Secretarial Audit of Zuventus Healthcare Limited ("Zuventus"), a material subsidiary of the Company was undertaken by M/s. Manish Ghia & Associates, Company Secretaries, (Unique ID No. P2006MH007100) and the Secretarial Audit Report issued by them are annexed as Annexure X(B) to this Report.

The said Report of Zuventus do not contain any quali cation, reservation or adverse remark.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of the Audit Committee, had appointed M/s. B. M. Sharma & Co. (Firm Registration no. 000219), Cost Accountants, as Cost Auditor of the Company, to conduct the audit of Company's cost records for the Financial Year 2024-25.

The Board on the recommendation of the Audit Committee has re-appointed M/s. B. M. Sharma & Co. (Firm Registration no. 000219), Cost Accountants, as Cost Auditor of the Company to conduct the audit of Company's cost records for the Financial

Year 2025-26.

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their rati cation. Accordingly, a resolution seeking Members' rati cation for the remuneration payable to M/s. B. M. Sharma & Co., Cost Auditors, for the

Financial Year 2025-26, is placed before the Members at the ensuing AGM of the Company.

There was no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future.

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the

Financial Year 2024-25, can be accessed on the Company'.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

Pursuant to the requirement under Section 134(5) of the Act, it is con rmed that the Directors have: a) in the preparation of the annual accounts for the year ended March 31, 2025, followed applicable accounting standards and there was no material departure from the same; b) selected appropriate 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 as at March 31, 2025, and of the profit of the Company for the financial year ended on that date; c) 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) prepared the annual accounts of the Company on a going concern basis; e) laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

The company places great value on its human resources, considering them as vital assets essential for the Company's growth. The Company actively engages with its employees to enhance their skills and knowledge. Moreover, the Company is committed to building its brand reputation to attract and retain top talent in the industry. Throughout the period, employee relations remained positive and cooperative across all levels, reflecting the Company's ongoing efforts to maintain such healthy relationships in the future. As of March 31, 2025, the Company has employed 6,731 permanent employees on the payroll across all its locations.

Industrial Relations for the period under review continued to be cordial.

1. The Company had entered into a royalty-free voluntary licensing agreement with Gilead Sciences Ireland UC, part of California, to manufacture and supply generic versions of Lenacapavir.

2. The Company had inaugurated its state-of-the-art Formulation Research and Development (R&D) Centre near Tapovan Circle, Ahmedabad, on January 23, 2025, strategically designed to enable breakthroughs in complex drug delivery systems, such as sustained-release formulations, Liposomal injections and advanced dermal therapies. The new R&D facility is designed to accelerate pharmaceutical innovation with state-of-the-art laboratories and advanced equipment for each of the dosage forms.

3. There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or the Board under Section 143(12) of the Act read with Rules framed thereunder.

4. There was no change in the nature of the Business.

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

6. Details as prescribed under section 134 of the Act read with Rules made thereunder, applicable to the Company, have been speci cally given in this Report, wherever applicable.

The Company has never made any one-time settlement against the loans obtained from banks and financial institution and hence this clause is not applicable.

The Board of Directors acknowledge the valuable guidance and continued support extended by the government and other regulatory authorities, Company's customers, business partners, distributors, suppliers, medical professionals, Banks, financial institutions and other

Stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

The Directors also wish to express their gratitude to the investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors