Caplin Point Laboratories Ltd Directors Report

To the Members,

The Directors present their 35 th Annual Report on the business and operations of the Company and the financial statements for the year ended March 31, 2026.

1. FInanCIaL HIgHLIgHts

Financial results	standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from	738.33	752.41	2,187.19	1,937.47
Operations
Other Income	195.37	134.59	115.54	96.43
total Income	933.70	887.00	2,302.73	2,033.90
Profit Before Interest,	533.15	466.56	876.39	743.36
Depreciation and Tax
Less: Finance cost	0.20	0.12	0.87	0.61
Less : Depreciation and	25.43	24.77	72.77	65.96
amortization expenses
Add: Share of Profit in	-	-	0.04	(0.01)
Associate
Pro t Before Tax	507.52	441.67	802.79	676.78
Less: Tax Expenses	110.94	102.18	153.06	135.69
Pro t After Tax	396.58	339.49	649.73	541.09
Less: Non-controlling	-	-	8.49	4.78
Interest
Net pro t attributable to the Shareholders of the Company	396.58	339.49	641.24	536.31

2. operatIons reVIeW /perFormanCe

The Company has, on standalone basis, registered total revenue from operations of 738.33 Crores (Total Income 933.70 Crores) during the year under review as against Rs. 752.41 Crores (Total Income Rs. 887.00 Crores) in the previous Financial Year. The Profit After Tax was Rs. 396.58 Crores during the year under review as against Rs 339.49 Crores in the previous Financial Year. The Company has, on consolidated basis, registered total revenue from operations of Rs 2,187.19 Crores (Total Income Rs. Rs 2,302.73 Crores) during the year under review as against Rs. Rs 1,937.47 Crores (Total Income Rs 2,033.90 Crores) in the previous Financial Year.

3. MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

A separate section on Management Discussion & Analysis, as approved by the Board, which includes details on the state of affairs of the Company along with operational performance / review, forms part of this Report.

The Business Responsibility and Sustainability Report ("BRSR") of the Company for the year ended March 31, 2026, as approved by the Board, is provided in a separate section and forms part of this Report and is also made available on the website of the Company at https:// www.caplinpoint.net/index.php/annual-report/. Limited assurance for BRSR Core was carried out by M/s Alagar & Associates LLP, Practicing Company Secretaries and their report is annexed to and forms part of this report.

4. Dividend

The Board of Directors at their Meeting held on May 14, 2026, declared an Interim Dividend of Rs. 4.00 (200%) per equity share of 2/- each, for the Financial Year 2025-26 and it was paid to those shareholders whose name appeared in the Register of Members and beneficial owners as on the record date of May 30, 2026.

Further, at the meeting held on August 12, 2026, the Board had recommended a Final Dividend of Rs. 4.00 (200%) per equity share of  Rs. 2 /- each, for the Financial Year 2025-26, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). If approved, the total dividend for the Financial Year 2025-26 would amount to Rs. 8/- per equity share (400 %) of  Rs. 2/- each.

In compliance with Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is uploaded on the Companys website at https://www.caplinpoint.net/wp-content/uploads/2021/07/ Dividend_Distribution_Policy.pdf

5. transfer to reserves

The Board of Directors have decided to retain the entire amount of profits for the Financial Year 2025-26 in profit and loss account.

6. SUBSIDIARIES/ASSOCIATES

During the year, Caplin Point Far East Limited, a material subsidiary of the Company, acquired Neoethicals Chile SpA by purchasing of all its Equity shares. Neoethicals Chile SpA is engaged in the business of pharmaceutical marketing and distribution in Chile. The investment was made to establish Neoethicals Chile SpA as the Companys front-end entity for the direct sales, marketing, and distribution of its pharmaceutical products in Chile and to support its long-term growth plans in the Chilean market. Further, in another key market of Mexico, Caplin Point Far East Limited acquired Triwin Pharma S.A. DE C.V., pursuant to a Share Purchase Agreement executed on June 3, 2025. This investment will establish Triwin as the Companys front-end entity in Mexico which will facilitate local presence and participation in government tenders. To strengthen the capability to supply affordable medicines with high quality, during the year Triwin Pharma acquired 5.5 acres of land in Mexico for establishing a pharmaceutical manufacturing facility.

As of the year end, the Company has Five (5) Subsidiaries and Nine (9) Step down Subsidiaries. Nuevos Eticos Neo Ethicals S.A - Guatemala, Caplin Steriles Limited, Caplin Point Far East Limited, Hong Kong and Neoethicals S.A - Nicaragua are the material subsidiaries of the Company for the Financial Year 2025-26. Based on the parameters of the current financial year, Neoethicals S.A- Nicaragua shall not be a material Subsidiary for the Financial Year 2026-27.

Pursuant to Section 129(3) of the Act, 2013, a statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is annexed as Annexure - I to this Report.

7. ConsoLIDateD FInanCIaL statements

The Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards, are attached to this report. The 114 Annual Report 2025-26 Consolidated Financial Statements along with relevant documents and separate audited Financial Statements in respect of the subsidiaries are available on the website of the Company.

8. Deposits

The Company did not accept any deposits from the public within the meaning of Chapter V of the Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2026.

9. share Capital

The authorized share capital of the Company as on March 31, 2026, stood at Rs. 17,00,00,000/- consisting of 8,50,00,000 equity shares of 2/- each. The Subscribed and Paid-up share capital as on March 31, 2026, stood at Rs. 15,20,23,392/- consisting of 7,60,11,696 equity shares of 2/- each.

There was no change in Authorized, Subscribed and Paid-up Share capital of the Company during the Financial Year.

10. partICULars oF Loans, gUarantees or Investments Under section 186 oF the act, 2013

Particulars of loans, guarantees and investments as on March 31, 2026, are given in Note No. 3, 4 and 8 to the Standalone Financial Statements.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 5 (five) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms part of this Report.

12. Directors And Key Managerial Personnel

a. Directors

As on March 31, 2026, Board comprised of Nine (9) Directors, out of which Five (5) are Independent Directors (including an Independent Woman Director), a Managing Director and Three (3) Promoter Directors. As part of the Companys succession planning to ensure orderly leadership transition, Mr. Ashok Partheeban (DIN: 02507261) and Mr. Vivek Partheeban (DIN: 02507289) were appointed as Non-Executive Directors and Vice Chairmen of the Company with effect from November 5, 2025. Ms. Susan Mathew (DIN: 00517738) was inducted as Independent Director on the Board with effect from January 31, 2026 and Dr. K C John (DIN: 01067374) was inducted as Independent Director with effect from November 5, 2025. Dr. K C John (DIN: 01067374) returns to the Board as Independent Director after completing the mandatory cooling off period of three years after his previous stint as Independent Director of the Company. All their appointments were approved by the shareholders through Postal Ballot on January 31, 2026. Dr. C K Gariyali (DIN: 08711546) ceased to be an Independent Director with effect from the close of business hours on March 3, 2026, as she had served the maximum tenure permitted for an Independent Director.

Mr. C C Paarthipan (DIN: 01218784) serves as the Promoter Director who is also the Non- Executive - Chairman of the Company. Dr. Sridhar Ganesan (DIN: 06819026) is the Managing Director. Dr. R Nagendran (DIN: 08943531), Mr. S Deenadayalan (DIN: 01951620), Ms. Susan Mathew (DIN: 00517738), Dr. K C John (DIN: 01067374) and Mr. R Vijayaraghavan (DIN: 00026763) are the Independent Directors on the Board. Mr. Ashok Partheeban (DIN: 02507261) and Mr. Vivek Partheeban (DIN: 02507289) serve as Non-Executive Directors and Vice Chairmen.

At the meeting held on August 12, 2026, the Nomination and Remuneration Committee and the Board had recommended the elevation of Mr D Muralidharan, Chief Financial Officer (DIN: 08301904) as a Whole Time Director which is being placed for approval of the shareholders at the forthcoming Annual General Meeting. Details and justification for this elevation is given as part of the Corporate Governance Report and the Notice of the Annual General Meeting, which forms part of this report.

b. Company Secretary and Compliance Of cer

Mr. Venkatram G is the Company Secretary & Compliance Officer of the Company.

c. Retirement by rotation

Pursuant to Section 152 (6) of the Companies Act, 2013, Dr. Sridhar Ganesan (DIN: 06819026), Managing Director, retires by rotation and being eligible offers himself for re-appointment.

d. Key managerial personnel (Kmp)

Dr. Sridhar Ganesan, Managing Director, Mr. D Muralidharan, Chief Financial Officer and Mr. Venkatram G, General Counsel & Company Secretary are the KMPs of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have declared that they meet the criteria of independence as provided under the Companies Act 2013 and Listing Regulations and the Board confirms that they fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management. Further, each Independent Director has affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors, is of the opinion that the Independent Directors of the Company are persons of integrity and possess the requisite qualifications, experience, expertise and proficiency, fulfil the conditions specified in the Act and the Rules made thereunder as well as the Listing Regulations, and are independent of the management of the Company.

14. CRITERIA FOR APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Companys selection process of the Directors involves the Nomination and Remuneration Committee identifying the persons of integrity who bring in a mix of expertise in varied fields, experience and leadership qualities as per the Board Diversity policy and also ensures positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. Details of Remuneration and the policy on Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is provided as part of the Corporate Governance report and the policy is available at https://www.caplinpoint.net/wp-content/ uploads/2021/07/Nomination-and-Remuneration-Policy.pdf

15. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out annual evaluation of its own performance, the Directors Individually, as well as the evaluation of the working of its committees. The Independent Directors at their separate meeting held on March 31, 2026, have also evaluated the performance of the other Non-Independent Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which forms part of this report.

16. BOARD COMMITTEES

The Company has formed all the statutory Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee and the Risk Management Committee.

During the year, the Board has re-constituted the Nomination and Remuneration Committee and Risk Management Committee. At the meeting held on August 12, 2026, the Board had expanded the mandate of the Corporate Social Responsibility Committee to include oversight of the ESG initiatives and renamed the Committee as CSR and Sustainability Committee with the Chairperson being Dr. R Nagendran (DIN: 08943531) who has rich expertise and experience on sustainability and policy advisory.

Detailed information about all the Committees and relevant information for the year are given in the Corporate Governance Report.

There have been no instances where the Board did not accept the recommendations of its committees including the Audit Committee.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards (IND AS) had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period;

c. The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a "going concern" basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

18. statUtorY CompLIanCe

The Company has successfully deployed a comprehensive, enterprise-wide digital compliance management system, which is fully operational across all modules. To foster a robust culture of accountability, functional and site leadership periodically certify and report on compliance statuses within their respective domains. The efficacy of this framework is continuously evaluated through rigorous internal compliance and internal audit programs. Remediation strategies and action plans are systematically tracked, with material observations escalated to the Audit Committee and the Board of Directors for strategic oversight. Furthermore, to ensure stringent governance, the Secretarial Auditors review the adequacy and operational efficacy of the compliance management system, providing an additional layer of external assurance regarding regulatory adherence.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

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

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as on March 31, 2026, are given as Annexure - II to this Directors Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company, through the Caplin Point Meenakshi CSR Trust ("CSR Trust") has established and operationalized the Caplin Point Meenakshi Hospital. The outpatient and diagnostic section (including pharmacy) is operating in full swing, except for certain diagnostic services like Mammogram, which requires specific licensing from regulatory authorities. The Hospital has submitted the application for obtaining the relevant regulatory approval, which is expected to be obtained during the year 2026-27 after which the Hospital can offer full integrated and advanced diagnostic services along with consultation and treatment.Further, the Company and the CSR Trust are exploring future CSR initiatives including undertaking activities in the field of education, comprising support to Schools and construction of college, with particular focus on programmes in Pharmacy, reflecting the Companys commitment to creating a lasting social impact in the areas of health and education.

Disclosure under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - III to this report.

22. INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal controls framework comprising of policies, procedures, and mechanisms surrounding operational efficiency, minimizing risks, and supporting decision- making and accountability. Details in respect of adequacy of internal financial controls concerning the financial statements are stated the Management Discussion and Analysis section, which forms part of this Report.

23. VIgIL meCHanIsm

The Company is committed to ethical conduct of business and towards this had empowered the employees and other stakeholders to report any unethical practices without fear of any repercussion.

The details of the Whistle Blower Policy and the mechanism are given in the Corporate Governance Report, which forms part of this report.

24. auditors

a. statutory auditors

The Audit Committee and the Board, at their meeting held on August 07, 2023 had recommended and the Shareholders at their 32 nd AGM held on September 21, 2023, had approved the appointment of M/s Brahmayya & Co, Chartered Accountants, (Firm Registration No. 000511S) Chennai, as Statutory Auditors of the Company to hold office from the conclusion of 32 nd AGM till the conclusion of 37 th AGM.

The Auditors Report for the Financial Year 2025-26 has been issued with an unmodified opinion and the same is enclosed as part of the financial statements.

b. secretarial auditors

The Shareholders, based on the recommendation of the Board, had appointed M/s. Alagar and Associates LLP as the Secretarial Auditors of the Company for a period of 5 years from financial year 2025-26 till 2029-30. The Secretarial Audit Report for the Financial Year 2025-26, issued by M/s. Alagar and Associates LLP, is attached as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

Pursuant to Regulation 24A of Listing Regulations, the company shall annex with its Annual Report the Secretarial Audit Report of its material unlisted subsidiary incorporated in India. Caplin Steriles Limited being a material Indian unlisted subsidiary of the Company, the Secretarial Audit Report is annexed as Annexure - IV-a to this Directors Report.

c. Internal auditors

Based on the recommendation of the Audit Committee, the Board of Directors re-appointed M/s. TBL & Associates as the Internal Auditors of the Company for the Financial Year 2025-26. The internal audit for the year was successfully executed in strict adherence to the comprehensive, risk-based audit plan and scope approved by the Audit Committee.

25. REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

26. Corporate governance

Pursuant to Regulation 34 of Listing Regulations, a Report on Corporate Governance is given separately which forms part of this Report.

27. annUaL retUrn

The Annual Return in Form MGT-7 for FY 2024-25 is uploaded on the website of the Company and can be accessed at https://www. caplinpoint.net/wp-content/uploads/2022/06/Annual-Return.pdf

28. rIsK management

The Company has constituted a Risk Management Committee in accordance with Regulation 21 of the Listing Regulations to drive strategic risk mitigation and organizational resilience. During the financial year, the Committees composition was strengthened with the induction of Dr. K C John (Independent Director) and Mr. Vivek

Partheeban (Vice Chairman). By expanding the RMC to five (5) members, the Board has prioritized an optimal compositional balance. This carefully structured blend of Independent and Non-Independent Directors, alongside the Managing Director and senior executives, empowers the Committee to deliver independent, balanced, and highly effective enterprise risk management.

The details of this Committee and its terms of reference are set out in Corporate Governance Report, which forms part of this Report.

29. empLoYee stoCK optIon pLan

The Company recognizes equity-based compensation as a cornerstone of its total rewards and human capital strategy. By aligning the interests of our workforce with those of our shareholders, our stock option schemes are designed to reward meaningful contributions, attract high-caliber talent, retain critical capabilities, and foster sustainable, long-term wealth creation for employees across the Company and its subsidiaries.

Currently, the Company administers three active schemes: the Caplin Point Employee Stock Option Plan - 2015, the Caplin Point Employee Stock Option Plan - 2017, and the Caplin Point Laboratories Limited Employees Stock Option Plan - 2021. As of March 31, 2026, a total of 226,969 options remain outstanding across these schemes.

To synchronize our talent retention strategies with the Companys growth trajectory, the Nomination and Remuneration Committee (NRC) approved a two-year deferment of the vesting dates for 79,935

118 Annual Report 2025-26 options. This strategic realignment is tied to the Companys ongoing capital expansion initiatives, which are scheduled for completion over the next two years and are projected to significantly drive future profitability.

All schemes are administered in strict compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The statutory disclosures mandated under the SBEB Regulations, alongside the Secretarial Auditors certificate confirming compliant implementation, are hosted on the Companys website at https:// www.caplinpoint.net/index.php/annual-report/.

30. empLoYees reLateD DIsCLosUres

The statements required under Section 197 of the Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - V to this Report.

31. partICULars oF ContraCts or arrangements WItH reLateD partIes

The Company adheres to a rigorous governance framework for Related Party Transactions (RPTs) to ensure they are executed on an arms length basis and in the ordinary course of business. All RPTs are subject to prior approval from the Audit Committee. Transactions falling outside the ordinary course of business or not on an arms length basis necessitate Board approval, and all material RPTs are escalated for shareholder approval. To streamline routine operations, the Audit Committee grants prior annual omnibus approval for foreseeable, repetitive transactions and conducts quarterly reviews to monitor their nature, value, and terms. In exceptional circumstances where prior approval is not administratively feasible, such transactions are placed before the

Audit Committee for ratification within three months, in alignment with statutory provisions.

Detailed financial disclosures regarding RPTs are provided in Note

No. 42 to the Standalone Financial Statements, and the particulars of specific arrangements in Form AOC-2 are enclosed as Annexure-

VI to this Report. The Companys comprehensive Related Party Transaction Policy is accessible at https://www.caplinpoint.net/wp-content/uploads/2021/07/Related-Party-Transaction-Policy-1.pdf.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY

THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

33. DIsCLosUre UnDer seXUaL Harassment oF Women at tHe

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace and Internal Complaints Committees (ICC) has been set up to redress complaints. There were no complaints relating to sexual harassment, pending at the beginning of Financial Year, received during the year and pending at the end of the Financial Year 2025-26.

34. InVestor eDUCatIon anD proteCtIon FUnD

During the year under review, the Company has credited 3,09,948 unclaimed equity shares of Rs. 2/- each to IEPF pertaining to those shareholders who have not encashed/claimed their dividends for a period of seven consecutive years. The voting rights on the shares outstanding in the IEPF Authority as on March 31, 2026, shall remain frozen till the rightful owner of such shares claims the shares.

Further, the unpaid or unclaimed dividend for the Financial Year 2018-

19 (final) has to be transferred to IEPF. Members who have not encashed or claimed the dividends that are yet to be transferred to the IEPF, are requested to refer to the Corporate Governance Report.

35. otHer DIsCLosUres a) There has been no change in the nature of business of the Company during the year under review.

b) Pursuant to Section 197 (14) of the Companies Act, 2013, the Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries.

c) The Company maintains cost records as per Companies (Cost Records and Audit) Rules, 2014.

d) The Board confirms the compliance with the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India.

e) There were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

f) There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

g) The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.

36. acknowledgement

The Board of Directors wishes to place on record its sincere appreciation to the customers, suppliers, business partners and shareholders for their support. The Directors would like to thank the Bankers and financial Institutions as well. The Directors would take this opportunity to appreciate and sincerely acknowledge the dedication and hard work of the employees for the growth of the Company.

For and on behalf of the Board of Directors

place: Chennai	C C Parthian
Date: august 12, 2026	Chairman