Anthem Biosciences Ltd Directors Report

Dear Shareholders,

The Board of Directors ("Board") are pleased to present the Twentieth Annual Report of Anthem Biosciences Limited ("Company"/ "Anthem") along with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. This Boards Report also presents the key highlights of performance of subsidiaries, and their contribution to the overall performance of the Company during the year under review. This being the first report after the Initial Public Offer ("IPO") and listing of the equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), BSE and NSE hereinafter collectively referred as "Stock Exchanges", the Board extends a warm welcome to all the public shareholders and looks forward to your continued trust and support in the future.

Corporate Overview

Anthem is an innovation-driven and technology-focused Contract Research, Development and Manufacturing Organization ("CRDMO") with fully integrated operations spanning across drug discovery, development and manufacturing. We are one of the few companies in India with integrated New Chemical Entity ("NCE") and New Biological Entity ("NBE") commercial manufacturing capabilities.

The Company is listed on the Indian Stock Exchanges, BSE Scrip Code: 544449 and NSE Symbol: ANTHEM. Pursuant to Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 ("SEBI Listing Regulations"), recognized stock exchanges must annually rank listed entities based on their average market capitalization from July 1 to December 31. The Companys average market cap during this period ranks it amongst Indias top 250 listed companies. (Ranks 219 as of December 31, 2025, Source: NSE and BSE).

State of Affairs of the Company

The performance of the Companys CRDMO business, including discovery, development and manufacturing services for pharmaceutical and biotechnology companies, along with other business segments, is detailed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

During the year, the Company embarked on a historic journey of initial public offering of its equity shares aggregating to INR 33,950 million, through an offer for sale by existing shareholders. We are pleased to inform that the Companys equity shares were successfully listed on July 21, 2025 at both the Stock Exchanges.

Financial Highlights

				(INR in Millions)
Particulars	Standalone Financial Highlights		Consolidated Financial Highlights
Financial Year	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	20,893.12	18,406.49	21,243.33	18,445.53
Other income	1,820.75	1,094.40	1,557.83	857.32
Total Income	22,713.87	19,500.89	22,801.16	19,302.85
Expenses:
Operating Expenditure	12,381.92	11,516.40	12,905.21	11,737.16
Finance Costs	65.47	90.89	68.94	103.29
Depreciation & Amortization Expenses	995.65	779.37	1,340.70	893.71
Total Expenses:	13,443.04	12,386.66	14,314.85	12,734.17
Profit/(Loss) before exceptional items and tax	9,270.84	7,114.23	8,486.31	6,568.68
Less: Exceptional & Extra Ordinary items	240.13	0.00	243.91	0.00
Profit/(Loss) before tax (PBT)	9,030.70	7,114.23	8,242.20	6,568.68
Less: Tax Expenses	2,325.06	2,053.26	2,324.47	2,056.08
Profit after Tax (PAT)	6,705.64	5,061.88	5,917.92	4,512.59
Opening balance of Retained Earnings	19,797.19	15,241.50	19,227.06	15,165.73
Profits for the year	6,705.64	5,061.88	5,917.92	4,512.59
Adjustment during the year	0.00	0.00	0.00	0.00
Less: Dividend (inclusive of dividend tax)	0.00	0.00	0.00	0.00
Less: Trf to General Reserve	670.56	506.19	591.79	451.26
Closing balance of Retained Earnings	25,832.27	19,797.19	24,553.19	19,227.06

Performance Overview

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Standalone Financial Results:

The Company has delivered a strong financial performance for the year ended 31st March 2026. On a standalone basis, the total income for the year stood at INR 22,714 Millions, as compared to INR 19,501 Millions in the previous financial year, registering a growth of 16.5%. This was primarily driven by improved operational performance. Revenue from Operations rose to INR 20,893 Millions from INR 18,406 Millions, reflecting a 13.5% year-on-year increase.

Total expenses amounted to INR 13,443 Millions, compared to INR 12,387 Millions in the previous year. Operating expenditure increased to INR 12,382 Millions, while depreciation and amortization expenses increased to INR 996 Millions, finance costs declined marginally to INR 65 Millions.

The Company reported a profit before tax (PBT) of INR 9,031 Millions, up 26.9% from INR 7,114 Millions in FY 2024–25. PBT includes Exceptional Item of INR 240 Millions, which was on account of the new Labour Code implementation (On November 21, 2025, the Government of India notified four new Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment has published draft Central Rules and FAQs in this regard. The Company has assessed the impact of this change based on the revised remuneration structure and made a provision, as an Exceptional Item consistent with the guidance provided by the Institute of Chartered Accountants of India, in the financial results for the year ended March 31, 2026). After accounting for tax expenses of INR 2,325 Millions, the profit after tax (PAT) stood at INR 6,706 Millions, representing a 32.5% growth compared to INR 5,062 Millions in the previous year.

The retained earnings at the end of the year stood at INR 25,832 Millions, up from INR 19,797 Millions in the previous year, supported by higher profitability and no dividend payout during the year.

Consolidated Financial Results:

On a consolidated basis, the total income for the year was INR 22,801 Millions, compared to INR 19,303 Millions in FY 2024–25, registering a growth of 18.1%. This includes consolidated Revenue from operations of INR 21,243 Millions and other income of INR 1,558 Millions.

Total expenses increased to INR 14,315 Millions, from INR 12,734 Millions in the previous year. This includes operating expenditure of INR 12,905 Millions, depreciation and amortization of INR 1,341 Millions and finance costs of INR 69 Millions.

The Company recorded a profit before tax of INR 8,242 Millions, up from INR 6,569 Millions in FY 2024–25. The current year PBT includes Exceptional Item of INR 244 Millions, on account of the new Labour Code implementation. After a tax expense of INR 2,324 Millions, the consolidated profit after tax stood at INR 5,918 Millions, reflecting a 31.1% growth over the previous years PAT of INR 4,513 Millions.

The retained earnings on a consolidated basis increased to INR 24,553 Millions, from INR 19,227 Millions in the previous year.

The financial year 2025–26 was marked by a good growth in revenues and an even robust growth in profitability based on prudent cost management, and a focus on long-term value creation. The Company continuestomaintainahealthyfinancialpositionandremainscommitted to delivering sustainable growth across all business segments.

Operational Overview

During the financial year 2025–26, Anthem focused on strengthening its operational performance through sustainability, efficiency, and supply chain resilience. The Company continued to enhance its operational efficiencies by advancing its green initiatives, including increased adoption of renewable energy, integration of green chemistry principles such as biotransformation and flow chemistry, and optimized resource management.

A strategic focus was maintained on high-margin, value-accretive business segments. This included scaling fee-for-service (FFS) contracts and expanding the manufacturing of niche specialty ingredients, thereby improving profitability and long-term financial performance.

Through these integrated efforts, Anthem strengthened its operational backbone, improved supply chain reliability, and has positioned itself for sustainable, value-driven growth for the years ahead.

Listing of Equity Shares

The equity shares of the Company are listed on the following Stock Exchanges with effect from July 21, 2025

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001; and

National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051.

The Company has paid the annual listing fee for the financial year under review.

Subsidiaries

The Company has one Wholly Owned Subsidiary and no material subsidiary as on 31st March 2026.

Neoanthem Lifesciences Private Limited ("Neoanthem") is a wholly owned subsidiary of Anthem and was incorporated on 22nd July 2020 with its registered office at 49, F1&F2, Canara Bank Road, Bommasandra Industrial Area-Phase I-560099. Neoanthem was established with the objective to discover, develop, manufacture and commercialize biopharmaceutical products that address significant unmet needs and provide biological solutions to improve industrial performance in all areas.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, ("Act") the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://anthembio.com/investors/.

Pursuant to Section 129 of the Act, a statement in Form AOC-1 is attached as Annexure I to this Report, containing the salient features of the financial statements of the Companys Subsidiary, along with the details of performances, financial positions and the contribution of the Subsidiary to the overall performance of the Company

There is no Company, which have become or ceased to be the subsidiary, joint venture or associate company of Anthem during the year 2025-26.

The Policy for determining material subsidiaries as approved may be accessed on the Companys Website in investor section: https:// anthembio.com/policy-for-determining-material-subsidiaries-as-per-the-sebi-listing-regulations/

Related Party Transaction

All Related Party Transactions entered into during the financial year ended March 31, 2026 were in compliance with the provisions of Section 188 of the Act, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The transactions were carried out on an arms length basis and in the ordinary course of business. Detailed disclosure on related party transactions as per IND AS 24 containing the name of the related parties and details of the transactions entered with such related parties have been provided as Note No. 43 of the Notes to the Financial Statements, which forms part of this Annual Report.

In line with the requirements of the Act and the SEBI Listing Regulations, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, is available on the Companys website at https://anthembio.com/policy-on-materiality-of-rpt-and-on-dealing-with-rpt-2/

Details of the material Related Party Transaction(s) are provided in Form AOC-2 annexed as Annexure II to this Report pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Transfer to Reserves

The Board proposes to transfer INR 670.56 Millions for the financial year ended March 31, 2026 to the general reserves of the Company, and the balance is recommended to be retained in the profit and loss account.

Dividend

The Board is pleased to recommend a final dividend at the rate of 100% i.e. INR 2.00 per equity share of face value of INR 2.00 each for FY 2025-26. The dividend recommended is in accordance with the Companys Dividend Distribution Policy in terms of Regulation 43A of SEBI Listing Regulations which is also available at the website of the Company at https://anthembio.com/dividend-distribution-policy/

Dividend is subject to the approval of Members in the ensuing Annual General Meeting of the Company.

The dividend would be payable to all shareholders whose names appear in the list of beneficial owners furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e. June 26, 2026. Final Dividend once approved by Members shall be disbursed within 30 days of the approval and the date of disbursement shall be communicated in advance to the Stock Exchanges.

Pursuant to the Finance Act, 2026, dividend income is taxable in the hands of the shareholders and the Company is required to deduct tax at source (TDS) on dividend paid to the Members at prescribed rates as per the Income-tax Act, 2025. For more details in this regard, please refer to the ‘Notes section of the Notice to the Annual General Meeting ("AGM").

Transfer to Investor Education and Protection fund authority (IEPF)

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remains unpaid and required to be transferred to the IEPF by the Company during the financial year.

Directors and Key Managerial Personnel

In compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013, the Board of Directors of the Company, as on March 31, 2026, comprised 8 (Eight) Directors, including 1 (One) Woman Director.

The composition of the Board is in conformity with the applicable statutory and regulatory requirements, ensuring an optimum combination of Executive and Non-Executive Directors, with an adequate number of Independent Directors. Detailed information on the Board and Committee composition, tenure of Directors, areas of expertise, and other relevant details is available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with Section 2(51) and 203 of the Act the List of Key Managerial Personnel (KMP) as on March 31, 2026 are as follows:

Name of the Director	Designation
Ajay Bhardwaj	Chairman, Managing Director and Chief Executive Officer
Ganesh Sambasivam	Whole Time Director
K Ravindra Chandrappa	Whole Time Director
Divya Prasad	Company Secretary & Compliance Officer
Gawir Baig	Chief Financial officer

Changes in the composition of the Board of Directors and Key Managerial Personnel during the FY 2025-26 and up to the date of this report are outlined below:

Mr. Ajay Bhardwaj was re-appointed as a Managing Director for a period of five consecutive years in the Annual General Meeting held on June 10, 2025 commencing from June 10, 2025 till June 09, 2030.

Dr. Ganesh Sambasivam was re-designated as a Whole Time Director for a period of five consecutive years in the Annual General Meeting held on June 10, 2025 commencing from June 10, 2025 till June 09, 2030

Mr. K. Ravindra Chandrappa was re-designated as a Whole Time Director for a period of five consecutive years in the Annual General Meeting held on June 10, 2025 commencing from June 10, 2025 till June 09, 2030

Statement regarding Opinion of the Board with regard to Integrity, Expertise and Experience (Including the Proficiency) of the Independent Directors appointed during the Year:

Mr. Subramanian Madhavan, Mr. Ravikant Uppal, Mr. Ramesh Ramadurai and Ms. Shubha Kulkarni are the Independent Directors of the Company. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursement of expenses and commission, if any

Rotation of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, at least two-thirds of the total number of directors are liable to retire by rotation, of which one-third retire at every Annual General Meeting. Accordingly, Mr. K. Ravindra Chandrappa (DIN: 01580534) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board of Directors, at its meeting held on May 19, 2026, after taking into consideration the proposal of the Nomination and Remuneration Committee, has approved his re-appointment and recommended the same for the consideration of the Members at the ensuing Annual General Meeting.

Meetings of the Board and Board Committees

The Board met eleven (11) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings of the Board was not more than one hundred and twenty (120) days as stipulated under the Act and SEBI Listing Regulations.

Further, the Board currently has Five (5) Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and the Risk Management Committee.

Further, the Company also voluntarily constituted the Environmental, Social & Governance and Climate Change Committee to review and discuss the matters related to Environment, Social and Governance (ESG). During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report, which forms part of the Annual Report.

Meeting of Independent Directors

The meeting of Independent Directors was convened and held on March 19, 2026, without the presence of Executive Directors or members of the management. During this meeting, they conducted a comprehensive review of the performance of Executive Directors, Board Committees, and the Board as a whole, along with an evaluation of the Chairmans performance, incorporating feedback from Executive Directors. Additionally, they assessed the quality, quantity, and timeliness of information flow between the management and the Board, ensuring the Boards ability to effectively and reasonably discharge its duties.

Familiarisation of Directors

A note on the familiarisation programme for orientation and training of Directors, conducted in compliance with the provisions of the Act and the Listing Regulations, is provided in the Corporate Governance Report, which forms part of this Annual Report. The details of the familiarisation programme imparted to Independent Directors, for financial year 2025–26 is available on the Companys website at: https://anthembio.com/wp-content/uploads/2026/04/Familiarization-Programme-for-Independent-Directors.pdf

Declaration by Independent Directors

The Company has received declaration from each Independent Director under Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations, confirming that he or she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, each Independent Director has affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Company has framed and adopted the Nomination & Remuneration Policy in terms of Section 178 of the Act with effect from December 14, 2024. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The policy is guided by the principles and objectives as enumerated under the provisions of the Act, and the Listing Regulations, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. A copy of the policy is uploaded on the Companys website at https://anthembio.com/ nomination-and-remuneration-policy/

We affirm that none of the Executive Directors of the Company were in receipt of any commission from the Company or any remuneration from the subsidiaries of the Company.

Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including independent directors, pursuant to the provisions of the Act and SEBI Listing Regulations.

Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on board evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the Nomination and Remuneration Committee through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths and highlighting areas for further improvement, etc.

In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board was evaluated and the same was discussed in the Board meeting. Performance evaluation of independent directors is done by the entire Board of Directors (excluding the Directors being evaluated).

The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of the Annual Report.

Directors Responsibility Statement

In compliance with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, hereby confirm the following:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. The Directors 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 and of the profit of the company at the end of the financial year;

c. The Directors took 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 prepared the annual accounts on a going concern basis;

e. The Directors 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Officers Insurance (‘D&O)

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and Officers Insurance (‘D&O) for all its directors.

Credit Ratings

Details of credit rating ascribed by rating agencies are disclosed in the Corporate Governance Report forming part of the Annual Report. The strong credit rating reaffirmed is a reflection of the Companys strong financial position and discipline.

Share Capital

The issued and paid-up equity share capital of the Company as at the beginning of the financial year 2024–25 stood at INR 1,118,154,200 comprising 559,077,100 equity shares of INR 2.00 each.

During the year under review, the Company has issued and allotted equity shares pursuant to the Anthem Employee Stock Option Plan 2024, as under:

On June 11, 2025, the Board of Directors, by way of a circular resolution, approved the allotment of 2,532,951 equity shares of INR 2.00 each;

On February 05, 2026, the Board of Directors, at its meeting, approved the allotment of 103,800 equity shares of INR 2.00 each.

Consequent to the above allotments, the issued and paid-up equity share capital of the Company increased to INR 1,123,427,702 comprising 561,713,851 equity shares of INR 2.00 each as at the end of the financial year.

The Company has not issued shares with differential rights as to dividend, voting or otherwise and sweat equity shares during the year.

Particulars of Employees and related disclosure

Pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), the prescribed particulars pertaining to remuneration and other details are given in Annexure III to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at compliance.abl@anthembio.com

Management Discussion and Analysis

In accordance with Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the FY 2025-26 has been presented in a distinct section, forming an integral part of the Annual Report.

Business Responsibility and Sustainability Report

In accordance with Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report for FY 2025-26, has been presented in a distinct section, forming an integral part of the Annual Report.

The Company is presently not covered under the mandatory applicability requirements for BRSR prescribed by SEBI. Accordingly, the disclosure has been made on a voluntary basis as part of the Companys commitment to transparency, sustainability, and responsible business practices.

Corporate Governance Report

The Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.The Corporate Governance Report as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of the Annual Report.

A Certificate from M/s. BMP & Co. LLP, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance as stipulated under the said Regulations is attached to the Corporate Governance Report

Material Changes affecting the financial position of the Company

During the year under review, the Company successfully completed its Initial Public Offer of 59,575,319 equity having face value of INR 2.00 each ("Equity Shares") at an Offer Price of INR 570.00 per equity share, including premium of INR 568.00 per equity share aggregating to INR 33,950.00 Millions through Offer For Sale ("OFS") by existing equity shareholders of the Company. A discount of INR 50.00 per equity share was offered to Eligible Employees bidding in the Employees Reservation Portion. The equity shares were listed on the Stock Exchanges on July 21, 2025.

As the IPO was through an Offer For Sale of equity shares, the Company was not required to appoint a monitoring agency for this Offer and accordingly the statement of deviations or variations under Regulation 32 of Listing Regulations is not required to be provided by the Company.

There are no other material changes and commitments affecting the financial position of the Company that has occurred since the end of the financial year till the date of this report.

Change in Nature of Business

The Company continues to be a pioneer biopharmaceutical company engaged in contract research and manufacturing of pharmaceutical ingredients and advanced intermediates, with sales in markets across the globe.

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

Change in Financial Year

There has been no change in the financial year of the Company during the year.

Deposits

During the year, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("Act"). Accordingly, there is no disclosure or reporting required in respect of details relating to deposits.

Particulars of Loans, Guarantees or Investment

Particulars of loans given, investments made or guarantees given or security provided by the Company as required under Section 186 of the Act and the Listing Regulations are contained as Note No. 38 of the Notes to the Financial Statements, which forms part of this Annual Report.

Employee Stock Option Plan

The Board of Directors of the Company had formulated the Anthem Employee Stock Option Plan 2024 ("ESOP Plan") which was approved initially by the Members of the Company on April 15, 2024 and was amended on various occasions and further ratified by the Members subsequent to the Initial Public Offering ("IPO") vide special resolution passed by Postal Ballot on September 12, 2025, for grant of options to eligible employees of the Company and its subsidiary in compliance with Regulation 12(1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Anthem Employee Stock Option Plan 2024 is available on the website of the Company at: https://anthembio.com/ anthem-employee-stock-option-plan-2024/

During the year under review, no grants were made under the Anthem Employee Stock Option Plan, 2024. However, the Board of Directors, approved the allotment of 25,32,951 equity shares by way of circular resolution dated June 11, 2025 and further approved the allotment of 1,03,800 equity shares at its meeting held on February 05, 2026.

Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the website of the Company at https://anthembio. com/wp-content/uploads/2026/06/ESOP-Disclosure-Reg-14-of-SBEB_Final.pdf

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Anthem Employee Stock Option Plan, 2024 has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meetings and the certificate will be available at the Annual General Meeting for inspection by the members.

Further, the Company has not provided any loan, guarantee or security or any other financial assistance for the purpose of purchase or subscription of its own shares by employees or by any trustee for the benefit of employees, as contemplated under Section 67 of the Companies Act, 2013.

Risk Management Policy

The Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the

Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The brief of terms of reference, composition and names of members and chairperson are set out in the Corporate Governance Report forming part of the Annual Report. The Company has also implemented a compliance tool to regulate and monitor the overall compliance of the Company. The Risk Management Policy can be accessed on the Companys website at https://anthembio.com/risk-management-policy/. The Audit Committee has additional oversight in the area of financial risks and controls.

Internal Financial Controls

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations.

The internal control framework is supplemented with an internal audit program that provides an independent view of the effectiveness of the process and controls and supports a continuous improvement program. The Audit Committee of the Board oversees the internal audit function.

The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the Audit Committee charter approved by the Board. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology and provides assurance to the Audit Committee that a system of internal control is designed and deployed to manage key business risks and is operating effectively. Further, in terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s. BPU & Co, Chartered Accountants, as Internal Auditors of the Company for the financial year 2025-26.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of the Annual Report.

Vigil Mechanism

The Vigil Mechanism is envisaged pursuant to Section 177(9) of the Companies Act, 2013, through the Companys Whistle Blower Policy. The Whistle Blower Policy intends that the employees of the Company observe high standards of business, professional and personal ethics to conduct the affairs of the Company in a fair and transparent manner by practicing the highest standards of honesty, integrity while complying with all applicable laws and regulations. During the year no individuals have been denied access to the Chairman of the Audit Committee.

The Whistle Blower policy of the Company and the contact details of the Vigilance / Whistle Officer (Chairman of Audit Committee) is available on the website of the Company at https://anthembio.com/ whistle-blower-policy/

Auditors: i. Statutory Auditors and Audit Report: M/s. K. P. Rao & Co., Chartered Accountants, (Firm Registration no. 003135S) were re-appointed as Statutory Auditors of the Company at the

Annual General Meeting held on September 27, 2024 to hold office until the conclusion of the Annual General Meeting to be held in in the financial year 2025-56.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026 is unqualified i.e., it does not contain any qualification, reservation or adverse remark or disclaimer. Further, there was no fraud reported by the Auditors of the Company under Section 143(12) of the Act, for the financial year under review.

The Report given by M/s. K. P. Rao & Co., Chartered Accountants, on the financial statements of the Company for financial year 2025-26 is part of this Annual Report.

Appointment of New Statutory Auditors:

As the term of M/s. K. P. Rao & Co as the Statutory Auditors of the Company expires at the conclusion of 20th AGM, the Board of Directors of the Company at their meeting held on April 22, 2026, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004) as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of the 20th Annual General Meeting to be held in the financial year 2026-2027 till the conclusion of the 25th Annual General Meeting to be held in the financial year 2031-2032.

M/s. S. R. Batliboi & Associates LLP ("the Firm/SRB"), a limited liability partnership firm incorporated in India, in 1949 with its registered office in Kolkata and has offices across key cities in India. The firm is registered with the Institute of Chartered Accountants of India ("ICAI"). They serve several large listed and private companies across diverse market segments including Industrial, Infrastructure, Consumer Products, Financial Services, Technology, Media and Entertainment, Telecommunications and Professional Services. For more details, please refer the 20th AGM Notice that forms part of this Annual Report.

ii. Cost Auditors: The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013. The foreign exchange revenue of the Company for the preceding Financial Year i.e.2024-25 exceeds seventy-five per cent (75%) of its total revenues and thereby the Company is exempted from conducting cost audit for the financial year 2025-26 pursuant to Rule 4 clause 3(i) of the Companies (Cost Records and Audit) Rules, 2014.

iii. Secretarial Auditors: Pursuant to the provisions of Section 204 of Act, read with Regulation 24A of Listing Regulations, the Shareholders at the 19th AGM held on June 10, 2025 had approved the appointment of M/s BMP & Co. LLP, Practising Company Secretaries as the Secretarial Auditors of the company from the conclusion of the 19th Annual General Meeting held in the financial year 2025-2026 till the conclusion of the 24th Annual General Meeting to be held in the financial year 2030-2031.

The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure IV to the Board of Directors Report.

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26, issued by M/s BMP & Co LLP, Practising Company Secretaries, was timely filed with the Stock Exchanges. This report pertains to the Companys adherence to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable. The Annual Secretarial Compliance Report is available on the Companys website and can be accessed at the weblink: https://anthembio. com/wp-content/uploads/2026/06/ASCR-Intimation_Signed.pdf

iv. Internal Auditors: Pursuant to the provisions of Section 138 of the Act, and rules thereunder, the Board of Directors on the recommendation of the Audit Committee, re-appointed M/s. BPU & Co., Chartered Accountants as the internal auditors of the Company on July 08, 2025 for the financial year 2025-26.

Annual Return

As per the requirements of Section 92(3) and Section 134(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of the annual return in the prescribed Form MGT-7 for the financial year is available on the website of the Company at https://anthembio.com/investors/

Secretarial Standards

During the financial year, the Company has complied with the applicable Secretarial Standards, namely SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings, issued by the Institute of Company Secretaries of India, in line with its commitment to uphold high standards of corporate governance and regulatory compliance.

Corporate Social Responsibility

In compliance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee). The Board, on the recommendation of the CSR Committee, adopted a CSR Policy. The same is available on the Companys website at https://anthembio.com/environment-social-governance-and-climate-change-policy-2/

During the financial year, the Board of Directors of your company approved for formation of CSR Trust in the name of "Anthem Academy" vide its Circular Resolution dated January 20, 2026.This entity will serve to streamline and enhance the Companys CSR activities in a structured and impactful manner.

The annual report on our CSR activities is appended as Annexure V to this Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

The Company has a policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. Anthem has constituted an Internal Complaints Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy provides for creating a healthy and safe work environment that enables employees to work free from any unwelcome, offensive and discriminatory behavior. The Policy for Prohibition & Redressal of Sexual Harassment at workplace of the Company is available on the website of the Company at https://anthembio.com/prevention-of-sexual-harassment-at-workplace-posh-policy/ During the financial year, the company has not received any POSH complaints.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Out Flow

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

Details of 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

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Significant and Material Order

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status and Companys operations in the future.

Details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions along with reasons thereof

There is no difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the banks or financial institutions.

Obligation of Company Under the Maternity Benefit Act, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, to ensure that all eligible women employees are granted maternity leave and associated benefits as prescribed under the Maternity Benefit Act, 1961.

Environment, Social and Governance & Climate Change (ESG)

During the financial year, the Company continued to make significant progress in its Environment, Social, and Governance (ESG) commitments. On the environmental front, the company maintained approximately 95% of its total energy consumption from renewable sources such as solar and wind.

On the social responsibility front, Anthem demonstrated a strong commitment to employee well-being and inclusivity. Employee satisfaction remained high supported by ongoing wellness programs and health check-ups. Female representation in the workforce remains at 16%. Under its CSR activities, Anthem spent across education, healthcare and sanitation, impacting at large through various flagship programs.

In terms of governance, Anthem has a dedicated ESG and Climate Change Committee reporting to the Board of Directors, with KPIs aligned to global standards including the UN Sustainable Development Goals, GRI, and BRSR frameworks. 100% of employees underwent mandatory training in the Code of Conduct, anti-bribery policies, POSH and whistle-blower mechanisms. A comprehensive climate risk review was conducted across key facilities, and future plans include investments in energy storage and green infrastructure.

The Board has adopted an Environmental, Social and Governance Policy in its Meeting held on December 14, 2024 and the same is available on Companys website at https://anthembio.com/environment-social-governance-and-climate-change-policy/

Acknowledgement

The Board of Directors take this opportunity to express its sincere gratitude to the customers, shareholders, suppliers, bankers, business associates, financial institutions, statutory authorities, and all other stakeholders for their continued trust, support, and encouragement extended to the Company throughout the year.

The Board is pleased to acknowledge the successful completion of the Initial Public Offering ("IPO") of the Company during the year, marking a significant milestone in the Companys growth journey. The Board expresses its heartfelt appreciation to the investors, merchant bankers, legal advisors, regulatory authorities, intermediaries, and all other agencies associated with the IPO process for their valuable guidance, support, and cooperation in making the public issue a success.

The Board also places on record its deep appreciation for the dedication, commitment, and hard work of the employees at all levels, whose continued efforts have significantly contributed to the growth and success of the Company.

	For and on Behalf of the Board of Directors
	Sd/-
	Ajay Bhardwaj
	DIN 00333704
Place: Bangalore	Chairman, Managing Director &
Date: May 19, 2026	Chief Executive officer