Panacea Biotec Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 42 nd Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors Reports thereon for the financial year ended March 31, 2026.

Financial Results

The highlights of standalone and consolidated Financial Results of the Company are summarized below:

( in million)

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	4,134.92	3,098.55	6,397.74	5,590.94
Other Income	180.03	166.18	169.00	206.60
Total Income	4,314.95	3,264.73	6,566.74	5,797.54
Profit / (Loss) before Interest, Tax, Depreciation & Amortization (EBITDA)	(178.32)	(69.31)	(46.60)	(259.12)
Profit / (Loss) before exceptional items and tax	(438.79)	(260.57)	(268.65)	(439.42)
Exceptional items	-	-	194.96	359.94
Profit / (Loss) before Tax (PBT)	(438.79)	(260.57)	(73.69)	(79.48)
Profit / (Loss) after Tax (PAT)	(299.08)	(152.27)	(71.63)	(87.19)
Total Comprehensive Income / (loss) for the year	(287.60)	(151.74)	(17.37)	(76.09)

Performance Highlights

During the financial year ended March 31, 2026, your Company earned revenues from operations of Rs 4,134.92 million as against Rs 3,098.55 million during the previous financial year. The increase is mainly on account of higher sales of bOPV vaccine to UN agencies and Government of India. The Companys consolidated revenues from operations have increased to Rs 6,397.74 million during the financial year under review as against Rs 5,590.94 million during the previous financial year. On a standalone basis, the Company has registered negative EBITDA of Rs 178.32 million during the financial year under review as against negative EBITDA of Rs 69.31 million during previous financial year. The Company has incurred losses before tax of Rs 438.79 million as against losses before tax of Rs 260.57 million during previous financial year.

The Company has incurred consolidated EBITDA loss of Rs 46.60 million as against loss of Rs 259.12 million during previous financial year. The decrease in EBITDA loss is mainly on account of higher vaccine sales. The consolidated loss before exceptional items and tax was Rs 268.65 million during the financial year under review as compared to loss of Rs 439.42 million during previous financial year, mainly due to the reasons as stated above. The consolidated loss before tax was Rs 73.69 million during the year under review as against loss before tax of Rs 79.48 million during the previous financial year, after considering exceptional income of Rs 194.96 million from recognition of deferred revenue from the sale of pharmaceutical formulation brands in 2022. The Companys consolidated loss after tax and exceptional items for financial year under review has decreased to Rs 71.63 million as against Rs 87.19 million during previous financial year due to the above stated reasons.

A detailed discussion on the industry overview, external environment & economic outlook and the Companys operations for the financial year ended March 31, 2026, is given in the Management Discussion and Analysis Report forming part of the Annual Report.

Credit Rating

During the year under review, the Company has neither issued any debt instruments nor availed any bank facility and has consequently not carried out any credit rating.

Dividend

In view of the losses during the financial year under review, the Board of Directors has recommended passing over of dividend on the Equity as well as Preference Shares of the Company. In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Company has in place a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same may be accessed on the Companys website at the link: https://www. panaceabiotec.com/en/section/information-repository/policy. Further, there has been no change to any parameters in this policy during the year.

Transfer to Reserves

Owing to losses, the Board of Directors has not proposed any transfer of amount to reserves during the financial year under review.

Share Capital

There has been no change in the capital structure of the Company during the financial year under review. The issued, subscribed and paid-up share capital of the Company as on March 31, 2026, remains unchanged at Rs 222.62 million (comprising of Rs 61.25 million equity share capital divided into 61,250,746 Equity Shares of Rs 1 each and Rs 161.37 million preference share capital divided into 16,137,000, 0.5% Non-Convertible Cumulative Non-Participating Redeemable Preference Shares of Rs 10 each). Similarly, the authorised share capital of the Company also remains unchanged at Rs 1,223.37 million (comprising of 125,000,000 Equity Shares of Rs 1 each and 109,837,000 Preference Shares of Rs 10 each). The Company has neither issued any shares or other convertible securities, nor any equity share with differential rights / sweat equity shares under Rule 4 & Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014. The Company has also neither issued any debentures, bonds, non-convertible securities / warrants nor redeemed any debentures or preference shares, during the year under review.

Significant Events of the Company and its material subsidiary during the year under review / current year

The Company has, from time to time during the year under review and thereafter, informed its stakeholders about the key developments of the Company and its material subsidiary that took place, by disseminating necessary information to the stock exchanges and through various other means of communication.

Some of the key events held during the year under review and thereafter are mentioned below: i. Development of Novel Tetravalent Dengue Vaccine DengiAll®: The Company had collaborated with Indian Council of Medical Research (ICMR) in year 2022 for undertaking Phase III clinical trial for DengiAll®, a single dose live-attenuated tetravalent vaccine against dengue fever in adults. The Company had successfully manufactured 3 exhibit batches of drug substances & drug product and the same was released by Central Drug Laboratory (CDL), Kasauli following which the Drug Controller General of India (DCGI) gave necessary permission to undertake the Phase III clinical trial in India. The Phase III clinical trial for DengiAll® in adults, was initiated in August 2024. The clinical trial was successfully conducted at 20 sites with ~10,335 study participants across India. The Company shall continue to monitor each participant, post administration of the Investigational Medicinal Product (i.e., vaccine or Placebo), for a period of two years to examine the efficacy and immunogenicity of the vaccine. The vaccine is expected to be launched by 2027-28 post completion of the clinical trial and subject to receipt of necessary regulatory approvals. ii. Receipt of Letter of Award from UNICEF for supply of bivalent oral polio vaccine (bOPV): During the year under review, the Company has received an additional award from United Nations Inernational Childrens Emergency Fund (UNICEF) for supply of bOPV worth ~_440 million in Q3 calendar year (CY) 2025. This additional award is in continuation to the existing Letter of Award received from UNICEF last year for supply of bOPV worth ~_1,270 million in CY2025.

The Company has also received 2 letter of awards from UNICEF for a long-term agreement starting from April 01, 2026, to March 31, 2030, for supply of:

• bOPV worth ~_3,150 million for period of Q2 CY2026 and CY2027; and • bOPV worth Rs 780 million in CY2028. iii. Receipt of Letter of Award from UNICEF for supply of Pentavalent vaccine, Easyfive-TT®: During the year under review, the Company has received an amended Award from UNICEF for supply of WHO pre-qualified fully liquid Pentavalent vaccine, Easyfive-TT® (DTwP-HepB-Hib) with an increased value of ~_470 million during CYs 2026 and 2027. The Company has also received an additional award for supply of Easyfive-TT® worth ~_330 million in the CY 2027. This Letter of Award is in continuation to the existing long-term supply award received from UNICEF earlier for supply of Pentavalent vaccine, Easyfive-TT® (DTwP-HepB-Hib) worth ~_8,130 million to UNICEF during CYs 2023-2027. iv. Receipt of award from PAHO for supply of Easyfive-TT: During the year under review, the Company has received an award from Pan American Health Organization (PAHO) for supply of Diphtheria-Tetanus-Pertussis-Hepatitis B-Haemophilus in_uenzae type B (DTP-HepB-Hib) Vaccine (Pentavalent) - Liquid (single dose) (Easyfive-TT) worth ~_410 million during CYs 2026 and 2027. v. Receipt of Letter of Acceptance from CMSS for supply of bOPV: During the year under review, the Central Medical Services Society, Ministry of Health and Family Welfare, Government of India (CMSS) has accepted the Companys offer for supply of bOPV worth ~_1,272 million in several tranches over a period of 90 - 480 days, against the tender issued by it in this regard. vi. Receipt of Letter of Award from CMSS for supply of Diphtheria and Tetanus Vaccine (Absorbed) for Adults and Adolescents IP: During the current year, the Company has received a letter of award from CMSS for supply of Diphtheria and Tetanus Vaccine (Absorbed) for Adults and Adolescents IP (Td Vaccine) worth ~_208 million from September / October 2026 till November / December 2028. vii. Inclusion of EmulsiPan adjuvant in the CEPI Adjuvant Library: The Company got listed one of its adjuvant products, EmulsiPan in the Coalition for Epidemic Preparedness Innovations (CEPI) Library of adjuvants to support the scientific community in advancing vaccine and biotherapeutic development. EmulsiPan is an oil-in-water emulsion adjuvant and is produced by nano-emulsi_cation of squalene along with surfactants and bu_ers. It is a ready-to-use sterile emulsion, supplied in a 10 ml. USP Type I glass vial for research purposes. It is designed for storage at 2-8°C and maintains stability for over 2 years under recommended conditions. EmulsiPan does not require any licensing fees - ensuring a_ordability and providing open access for vaccine developers. Research institutes and companies that are looking for adjuvants can now contact the Company for commercial or research programs. viii. Launch of DENSTAR Project: On June 01, 2026, a collaborative research project, namely DENSTAR, which will work to advance the licensure of the dengue vaccine DengiAll® in sub-Saharan Africa (sSA) and to facilitate its broader global use has been launched. The DENSTAR project is coordinated by the Sclavo Vaccines Association, a non-profit organization based in Siena (Italy) devoted to support vaccine research and development in developing countries. The DENSTAR consortium unites 10 Partners from 9 countries across Europe, Africa, the United States, India and South Korea which comprises of universities, research organizations, a biotech company and a non-profit organization, bringing together experts, researchers, regulators, healthcare practitioners. The Company being the developer of DengiAll®, a tetravalent dengue vaccine targeting all four virus serotypes and currently in late-stage development in India, is a key partner of the DENSTAR consortium. This diverse and complementary consortium embodies a great public-private partnership, fully aligned with the DENSTAR projects goal to promote broader use of DengiAll® in Africa and globally, contributing to equitable access to safe and effective dengue prevention tools. ix. Strategic expansion into Baby Care Products: The Companys wholly owned subsidiary, Panacea Biotec Pharma Limited (PBPL) has launched Indias first 100% toxin-free and safe Baby Skin Care products (Baby Massage Oil, Baby Head to Toe Wash, Baby Daily Lotion and Diaper Rash Cream) under the existing brand name NikoMom® and Infant Milk Substitute (IMS) product under the brand name Staart® Prime with Stages 1 and Stages 2-3-4. These new products range falls under the Baby skin care and infant milk substitute category and is aimed currently at serving the domestic market. With a strong foundation in science and research, PBPL aims to offer well-researched, high-quality products that support infant health beyond vaccination. Also, PBPLs scientifically formulated oral nutritional supplement - ChilRun full® has demonstrated considerable success in enhancing childhood growth, especially among ones at risk of malnutrition, according to the results of a comprehensive 90-day nationwide post-marketing observational study, conducted by PBPL. x. Settlement of Dispute with Apotex: The Parties have executed a Settlement Agreement on July 09, 2025, recording full and final settlement of the disputes forming part of the arbitration among Apotex Inc., the Company and its wholly-owned subsidiary, Panacea Biotec Pharma Limited. Pursuant to the settlement, it has, inter-alia, been agreed among the Parties that:

• Apotex will pay US$ 2.5 million within 30 days from the date of Settlement Agreement. This amount had already been received by PBPL as per the agreed terms;

• Apotex will also pay US$ 2.5 million upon receipt of final USFDA approval of the ANDA that is the subject of the Collaboration Agreement for Paclitaxel Protein-Bound Particles for Injectable Suspension (Albumin-Bound) (Paclitaxel);

• the profit share for the supply by PBPL of Paclitaxel for Canada will be modified in a way that Apotex shall receive 65% of the Net Profits and PBPL shall receive balance 35% until such time that Apotex earns profit of US$ 1.5 million from that supply, after which the profit share shall revert to 50:50;

• the profit share for the supply by PBPL of Paclitaxel for USA will be modified in a way that Apotex shall receive 60% of the Net Profits and PBPL shall receive balance 40% until such time that Apotex earns profit of US$ 0.5 million from that supply, after which the profit share shall revert to 50:50.

The Tribunal has issued the consent award on September 12, 2025, recording the settlement terms and termination of the arbitrations pursuant to the aforesaid Settlement Agreement. xi. Site Inspection by National Centre for Public Health and Pharmacy, Hungary (NCPHP): NCPHP has conducted an inspection of the manufacturing facility of PBPL at Baddi, Himachal Pradesh, India in January 2026. Following the inspection, NCPHP issued a Statement of non-compliance with Good Manufacturing Practice, wherein NCPHP has considered that the Facility does not comply with the GMP requirements, resulting in revocation of all valid GMP certificates issued by NCPHP. NCPHP has proposed halting supplies of non-vital products, except those supplying patients being on treatment with oncology products. However, offcials of NCPHP did not observe any behaviour or manufacturing process that would pose risk to the quality of products already released. Further, PBPL is not supplying any oncology related products in European Union markets. PBPL has implemented comprehensive corrective and preventive actions (CAPA) and has requested for re-inspection at the earliest possible opportunity to restore the GMP Certificates.

Apart from the updates mentioned above and disclosed elsewhere in the Annual Report, there were no significant events during and after the end of the financial year ended March 31, 2026.

Employee Stock Options

The Company has an approved Employee Stock Option Plan 2020 (ESOP 2020) for the employees of the Company and its subsidiaries. However, no options have been granted under ESOP 2020 till date.

Significant and material orders impacting the going concern status and Companys operations in future

During the year under review, no significant and material order was passed by any regulator or court or tribunal which may impact the going concern status and your Companys operations in future. However, during the financial year 2011-12, a search operation was conducted by the Income Tax Department at the Companys premises and hence, the Company re-filed its income tax returns for the Assessment Years (AY) 2006-07 to 2012-13. During the financial year 2014-15, the Income Tax Department completed the assessments for the said years, disallowed certain expenses, and raised a demand of Rs 3,294.90 million (including interest) on various grounds.

The Company preferred appeals before the CIT (Appeals) against these assessment orders. Following several hearings, the CIT (Appeals) ruled in favour of the Company and deleted the entire demand of Rs 3,294.90 million. However, the CIT (Appeals) sustained certain disallowances amounting to Rs 60.20 million for AY 2010-11 and AY 2011-12, against which the Company filed appeals before the Honble Income Tax Appellate Tribunal (ITAT). The Income Tax Department also cross-appealed before ITAT against the orders of the CIT (Appeals).

During the financial year 2025-26, the Honble ITAT, vide its consolidated Order dated February 27, 2026, passed the following rulings:

• Dismissed all seven appeals filed by the Income Tax Department against the orders of the CIT (Appeals) for AY 2006-07 to AY 2012-13.

• Allowed both appeals filed by the Company against the CIT (Appeals) orders dated July 27, 2015, for AY 2010-11 and AY 2011-12.

• Quashed the underlying assessment orders passed by the Assessing Officer / DCIT for AY 2006-07 to AY 2012-13, thereby providing complete relief to the Company.

Consequently, there are no subsisting tax demands or adverse orders from this matter that impact the Companys operations or going concern status.

Report on Corporate Governance

Your Company has always placed thrust on managing its affairs with diligence, transparency, responsibility and accountability. The Board supports the broad principles of Corporate Governance and lays emphasis on its role in aligning and direct the actions of the Company in achieving its objectives. Your directors reafirm their commitment to adhere to the highest corporate governance and ethical practices. The Company has complied with the requirements of the SEBI LODR Regulations regarding corporate governance. In compliance with Regulation 34(3) of the SEBI LODR Regulations, a report on corporate governance for the financial year under review is presented in a separate section titled Report on Corporate Governance and forms an integral part of the Annual Report. The requisite certificate from M/s R&D Company Secretaries, Secretarial Auditors, confirming compliance with the conditions of Corporate Governance is annexed thereto and forms part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34(3) of the SEBI LODR Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section and forms an integral part of the Annual Report.

Business Responsibility and Sustainability Report

Under SEBI LODR Regulations and relevant circulars (dated May 10, 2021, and January 30, 2026), the top 1,000 listed companies by market capitalization are mandated to file a Business Responsibility and Sustainability Report (BRSR) with effect from 2023.

Although the Company did not rank among the top 1,000 listed entities by market capitalization as on December 31, 2025, it continues to comply with the relevant BRSR provisions under Regulation 3(2) of the SEBI LODR Regulations, based on its previous market capitalization. Accordingly, as required under Regulation 34(2)(f) of the SEBI LODR Regulations, BRSR forms an integral part of this Annual Report and is presented in a separate section. It highlights the Companys key initiatives across Environmental, Social, and Governance (ESG) domains.

Subsidiaries, Associates and Joint Ventures A. Subsidiaries

As on March 31, 2026, your Company had 3 Wholly-owned Subsidiary (WOS) companies, viz. Panacea Biotec Pharma Limited (PBPL), Meyten Realtech Private Limited (Meyten) and Panacea Biotec (International) S.A. (PBS), Switzerland and 2 indirect WOS companies, viz. Panacea Biotec Germany GmbH (PBGG), the WOS of PBS & Panacea Biotec Inc. (PB Inc.), USA, the WOS of PBPL. PBPL is engaged in the research, development, manufacturing and marketing of pharmaceutical formulations, nutrition, infant milk substitutes & baby care products in India and international markets. As on March 31, 2026, the Company holds 1,000,000 equity shares of Rs 1 each in PBPL.

Meyten owns an immovable property at New Delhi which is leased out to the Company. As on March 31, 2026, the Company holds 48,76,319 equity shares of Rs 1 each in Meyten. PBS was earlier engaged in the business of trading pharmaceutical products and is currently not pursuing any business. The Company holds 6,000 equity shares of CHF 100 each with an investment of Rs 34.36 million in PBS as on March 31, 2026. PBGG is engaged in marketing of pharmaceutical products including the Companys products in Germany. PBGG is proposed to be converted into direct WOS of the Company by way of acquisition of 100% shares of PBGG by PBL from PBS. PBS has an investment of €0.25 million in PBGG.

PB Inc. was set up to carry on the business of buying, selling, marketing, importing, exporting, distributing, and dealing in services and products related to health and wellness, such as nutrition, dietary supplements, OTC drugs, medical devices, prescription drugs, and vaccines. It is a wholly owned subsidiary of PBPL. However, since no activity is undertaken by PB Inc. due to regulatory challenges, it has been decided to close PB Inc. PBPL holds 100 million common stock of US$ 0.01 each in PB Inc. with an investment of US$ 1.00 million as on March 31, 2026.

B. Joint Ventures and Associates

As on March 31, 2026, your Company has 1 joint venture company, viz. Adveta Power Private Limited (Adveta) and 1 associate company, viz. PanEra Biotec Private Limited (PanEra). Adveta and PanEra have been accounted for in the consolidation of financial statements pursuant to the provisions of Indian Accounting Standards (Ind AS). Adveta: The Companys 50:50 joint venture with PanEra, was earlier granted in-principle approval by the Government of Arunachal Pradesh for allotment of two Power Projects of 80 MW and 75 MW in financial year 2012-13 which were subsequently cancelled. As part of business restructuring, restructuring proposals are under consideration to integrate Adveta into the other group entity. PanEra: PanEra was granted in-principle approval by the Government of Himachal Pradesh for allotment of a hydropower project of 4 MW, in earlier years. However, no major investment has been made in this regard. As part of business restructuring, restructuring proposals are under consideration to integrate PanEra into the other group entity so that the same can move towards net zero carbon emission and use energies which are sustainable and good for the environment and at the same time economical to the respective entity.

Pursuant to Regulation 46(2)(h) of the SEBI LODR Regulations, the Company has formulated a Policy for determining material subsidiaries which may be accessed on the Companys website at the link: https://www.panaceabiotec.com/en/section/ information-repository/policy. As on March 31, 2026, as well as on the date of this Report, PBPL is the only material subsidiary of the Company pursuant to the SEBI LODR Regulations.

Financial Details of Subsidiaries, Associates and Joint Ventures

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), a separate statement containing the salient features of financial statements, performance and financial position of each of the Companys Subsidiaries, Associates and Joint Venture, in the prescribed Form AOC-1, forms part of the financial statements and hence not repeated here for the sake of brevity. The contribution of the Subsidiaries, Joint Venture and Associate and to the overall performance of your Company is outlined in Note No. 48 of the Consolidated Financial Statements for the financial year ended March 31, 2026. In accordance with the provisions of Section 136 of the Act read with SEBI LODR Regulations, the standalone and consolidated financial statements of the Company and all other documents required to be attached thereto are available on the website of the Company and can be accessed at https://www.panaceabiotec. com/en/section/information-repository/annual-report The financial statements of the subsidiaries are available on the website of the Company at https://www.panaceabiotec. com/en/section/information-repository/subsidiaries-financial-information. The financial statements of the subsidiaries will also be made available upon request of any Member of the Company who is interested in obtaining the same.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its Subsidiaries, Associate and Joint Venture, prepared in terms of Section 129 of the Act, Regulation 33 of the SEBI LODR Regulations and in accordance with Ind AS 110 read with Ind AS 28 and 31 as specified in the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS Rules) and provisions of Schedule III to the Act, together with Auditors Report thereon, forms part of the Annual Report.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Act, the Ind AS Rules and other relevant provisions of the Act.

Listing of Equity Shares

The Equity Shares of the Company continue to be listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The requisite annual listing fees for the financial year 2026-27 have been paid to these Exchanges well within the due dates.

Public Deposits

During the year under review, your Company has neither invited nor accepted any deposits from the public / members pursuant to the provisions of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as on the date of the balance sheet. During the year under review, the Company has also not availed any loan from any of its directors. The details of outstanding loans received from the director of the Company have been disclosed in Note No. 41 to the Standalone Financial Statements forming part of the Annual Report.

Directors and Key Managerial Personnel

During the financial year under review and thereafter, the following changes were held in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company: i. Cessation / Completion of tenure of non-executive independent director: Mr. Mukul Gupta (DIN: 00254597), independent director, has ceased to be director of the Company upon completion of his second and final term on March 31, 2026. CA Rajesh Jain (DIN: 10619014), independent director has ceased to be director of the Company on account of his resignation from directorship w.e.f. close of business hours on June 30, 2026. Your directors express their deep appreciation and gratitude to the aforesaid directors for their extensive contribution and guidance received towards the business growth of the Company. ii. Appointment of non-executive independent director: Based on the recommendation of the Nomination and Remuneration Committee (NRC) of the Board, the Board has appointed Mr. Rajinder Singh Manku (DIN: 09706881) as an additional director in the capacity of non-executive independent director of the Company for a period of 5 years w.e.f. July 01, 2026, subject to approval of shareholders. The terms and conditions for his appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing Annual General Meeting (AGM) of the Company. In the opinion of the Board, he is a person of integrity and possess requisite expertise and experience for appointment as independent director of the Company. iii. Change in Chief Financial Officer (CFO): Mr. Devender Gupta, Chief Financial Officer and Head Information Technology designated as KMP has ceased to be CFO of the Company on account of his resignation from the services of the Company w.e.f. December 15, 2025. Mr. Vinod Goel who was earlier acting as Group CFO and Head Legal & Company Secretary as well as Compliance Officer of the Company has been appointed as Chief Financial Officer designated as Group Chief Financial Officer and Head Legal & Corporate Governance under the category of KMP of the Company w.e.f. December 16, 2025. iv. Change in Company Secretary: Mr. Vinod Goel who was acting as Group Chief Financial Officer and Head Legal & Company Secretary under the category of KMP has ceased to be Company Secretary of the Company on account of change in his role w.e.f. December 16, 2025.

Mr. Ankit Jain (Membership No. : A29499) has been appointed as Company Secretary and Compliance Officer designated as General Manager – Legal & Company Secretary of the Company under the category of KMP w.e.f. December 16, 2025. v. Directors Retiring by Rotation: In accordance with the provisions of Section 152 of the Act and Article 119 of the Articles of Association of the Company, Mr. Ankesh Jain (DIN: 03556647) and Mr. Harshet Jain (DIN: 08732974), Whole-time Directors of the Company are liable to retire by rotation. Being eligible they have offered themselves for re-appointment as directors at the ensuing AGM of the Company. vi. Profile of Directors seeking appointment / re-appointment: The brief resume of the Directors seeking appointment / re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company and the Corporate Governance Report forming part of the Annual Report. vii. Declaration of independence / compliance with Code of Conduct: In terms of Section 149 of the Act and the SEBI LODR Regulations, Mrs. Ambika Sharma, Mr. Krishan Kumar Jalan, Dr. Rajender Pal Singh, Mr. Rajinder Singh Manku and Dr. Venkatesh Sarvasiddhi are the independent directors of the Company as on the date of this Report. All the independent directors of the Company have given declarations under Section 149(7) of the Act, that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations. In terms of Regulation 25(8) of the SEBI LODR Regulations, the independent directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The independent directors have also affirmed compliance with the Code of Conduct laid down by the Board of Directors for all the Board Members, Senior Management Personnel and other employees of the Company, during the year under review. viii. Registration in Independent Directors Data Bank: The Company has received confirmation from all its independent directors that they are registered in the Independent Directors Data Bank of the Indian Institute of Corporate Affairs at Manesar in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All the above appointments / re-appointments by the Board of Directors are based on the performance evaluation and recommendation of the Nomination and Remuneration Committee of the Board of Directors. Your directors recommend appointment / re-appointment of directors as stated above, in the ensuing AGM. Apart from the above, there is no other change in the Directors and Key Managerial Personnel during the year under review and thereafter.

Board Evaluation

The Board has, in consultation with its NRC, formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including independent directors. A structured questionnaire covering the performance of the Board as a whole, Board Committees and individual directors were circulated to all the Board members. The questionnaire sought inputs on various aspects of governance, strategy, oversight, Board dynamics, and individual contribution. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI and ICSI.

In accordance with the said framework, an annual performance evaluation of the Board of Directors, its Committees and individual directors was carried out by the Board in terms of the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 (Account Rules). In compliance with Regulation 17(10) of the SEBI LODR Regulations, the Board carried out performance evaluation of independent directors without the participation of director being evaluated. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman was evaluated, taking into account the views of Executive and non-executive directors. The exercise was carried out through a structured evaluation process covering various aspects such as Board composition & quality, strategic & risk management, board functioning, etc. which are brie_y stated in the Corporate Governance Report, forming part of the Annual Report. The independent directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The views and suggestions expressed at the said meeting were noted.

The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. Performance evaluation of independent directors was conducted based on criteria such as ethics and values, knowledge and pro_ciency, behavioural traits, etc. The Board of Directors has expressed its satisfaction with the evaluation process.

Board Meetings

Pursuant to the provisions of Section 173(1) of the Act and Regulation 17(2) of the SEBI LODR Regulations, during the year under review, 5 (five) Board Meetings were held on May 30, 2025, August 14, 2025, November 14, 2025, December 15, 2025, and February 11, 2026. The intervening gap between two Board Meetings was within the maximum period prescribed under the Act. The detailed information including attendance thereat is furnished in the Report on Corporate Governance, forming part of the Annual Report.

Board Committees and number of meetings of the Board Committees

In compliance with the requirements of the Act and SEBI LODR Regulations, your Board had constituted various Board Committees inter-alia including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. The details of the composition and number of meetings of the Board Committees held during the financial year under review including attendance thereat, are furnished in the Report on Corporate Governance, forming part of the Annual Report. During the year under review, all the recommendations made by these Committees were accepted by the Board.

Policy on Directors appointment & remuneration

The management of the Company is immensely benefitted from the guidance, support and matured advice from the members of the Board who are also members of various committees. The Board consists of directors possessing diverse skills and rich experience to enhance the quality of its performance. Pursuant to the provisions of Section 178(3) of the Act, Regulation 19(4) of the SEBI LODR Regulations and based on the recommendations of the NRC of the Board, the Board has adopted a policy for selecting, appointment and remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. This policy may be accessed on the Companys website at the link: https:// www. panaceabiotec.com/en/section/information-repository/policy. The policy includes criteria for determining qualifications, positive attributes and independence of directors. It also, inter-alia, covers guiding principles and components such as fixed or variable remuneration, retirement benefits, and commissions. In terms of the policy, the NRC evaluates balance of skills, knowledge and experience of Directors, Key Managerial Personnel or Senior Management Personnel whom it recommends to the Board for appointment. The components of remuneration policy are brie_y stated in the Report on Corporate Governance, forming part of the Annual Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-à-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Energy Conservation, Technology Absorption & Foreign Exchange

Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (Accounts Rules) particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outgo, are given in Annexure A hereto and forms part of this Report.

Annual Return

As required pursuant to Section 92(3) and 134(3)(a) of the Act, the draft Annual Return of the Company as on March 31, 2026, is available on the Companys website at: https:// www.panaceabiotec.com/en/section/information-repository/ annual-return.

Related Party Transactions

During the year under review, all the related party transactions entered into were on an arms length basis and predominantly in the ordinary course of business. As per the latest audited financial statements, the Company has not entered into any material related party transactions as referred to in Section 188 of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Accounts Rules in the prescribed Form AOC- 2 is not applicable. Suitable disclosures as required under Ind AS 24 have been made in the notes to the Financial Statements forming part of the Annual Report. Apart from remuneration / sitting fees and consultancy charges in professional capacity, there is no pecuniary transaction with any director, which had potential conflict of interest with the Company. All the related party transactions are placed before the Audit Committee for its review and further recommendation to the Board for its approval. Wherever applicable, approval is obtained for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arms length basis. As per the provisions of the Act and Regulation 46(2)(g) of the SEBI LODR Regulations, your Company has formulated a policy on Materiality of related party transactions and dealing with related party transactions which is available on the Companys website at the link: https://www.panaceabiotec.com/en/ section/information-repository/policy. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties. This policy specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Managerial Personnel Rules) are provided in Annexure B hereto and the same forms part of this Report. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Managerial Personnel Rules, a statement containing particulars of top 10 employees and the employees drawing remuneration in excess of the limits set out in the said Rules, are provided in Annexure C hereto and the same forms part of this Report.

Auditors and Audit Reports i) Statutory Auditors and Audit Report: Pursuant to the provisions of Section 139 of the Act read with rules framed thereunder, M/s Suresh Surana & Associates LLP, Chartered Accountants (Firms Regn. No. 121750W/W100010) were appointed as the Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 40 th AGM upto the conclusion of 45 th AGM of the Company to be held in the year 2029. Pursuant to Section 141 of the Act, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and their appointment meets the eligibility criteria prescribed in Section 141(3)(g) and 147 of the Act. They also confirmed that they are independent, maintained an arms length relationship with the Company and that no orders or proceedings were pending against them before the Institute of Chartered Accountants of India or any competent court / authority relating to matters of professional conduct. The Auditors Report on the standalone as well as consolidated financial statements for the financial year ended March 31, 2026, does not contain any qualification, reservation or adverse remark. The said Reports were issued by the Statutory Auditors with an unmodified opinion. However, the Statutory Auditors have, in their report on standalone financial statements, drawn attention to Note 48 of the standalone financial statements, which states that the Company has incurred losses (including other comprehensive income) amounting to Rs 287.3 million for the year ended March 31, 2026, and the retained earnings are negative to the extent of Rs 2,178.2 million as on March 31, 2026. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

In this regard, as disclosed in note no. 48, the retained earnings of the Group are positive to the extent of Rs 7,760.5 million. The surplus funds remaining with the Group out of the sales of pharmaceutical formulations brands in India and Nepal in March 2022 have helped in strengthening the working capital position, setting up new facilities for enhancement of capacities for manufacturing of vaccines drug substance, scaling up Groups nutrition and pharmaceutical formulations business and pursuing other business opportunities. The Company has already received higher long-term awards from United Nations Childrens Fund (UNICEF) and Pan American Health Organisation for supply of pentavalent vaccine and awards from UNICEF for supply of bivalent oral polio vaccine. Based on these measures and continuous efforts to improve the business performance, the management has prepared the financial statements on going concern basis.

The Key Audit Matters as contained in the Auditors Report on the Standalone Financial Statements are also mentioned as Key Audit Matters in the Auditors Report on the Consolidated Financial Statements in a similar manner. The management response to the observations / comments / key audit matters contained in the Auditors Report and Annexure thereto has been suitably given in the respective

Notes to the Standalone as well as Consolidated Financial Statements referred to therein. The notes to accounts and other observations, if any, in the Auditors Reports are self-explanatory and therefore, do not call for any further comments.

ii) Cost Accounts and Auditors: The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records have been duly made and maintained by the Company in compliance with the provisions of the Act. Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board has appointed M/s Jain Sharma & Associates, Cost Accountants (Firms Registration Number: 000270) as the Cost Auditors to conduct the audit of the Companys Cost Records for the financial year ended March 31, 2026, and their remuneration was rati_ed by the shareholders in the 41 st AGM of the Company held on September 30, 2025. The cost audit for the financial year 2025-26 is in progress and the Cost Auditors Report will be submitted with the Central Government within the prescribed time. The Cost Audit Report for the financial year 2024-25 was filed on September 10, 2025. Based on the recommendations of the Audit Committee, the Board of Directors has in its meeting held on May 30, 2026, re-appointed M/s Jain Sharma & Associates, Cost Accountants, as Cost Auditors of the Company to conduct the audit of the Companys Cost Records for the financial year 2026-27. M/s Jain Sharma & Associates have confirmed their independence and arms length relationship with the Company and that they are free from the disqualifications specified in Section 139, 141 of the Act and their appointment meets the eligibility criteria as prescribed in Section 141(3)(g) and 148 of the Act. They have also confirmed that no orders or proceedings were pending against them relating to matters of professional conduct before the Institute of Cost Accountants of India or any competent court / authority. In compliance with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, an item for rati_cation of remuneration of cost auditor for conducting the audit for the financial year 2026-27 has been included in the Notice of the ensuing AGM for shareholders approval.

iii) Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Managerial Personnel Rules and Regulation 24A of the SEBI LODR Regulations, M/s R&D Company Secretaries, a peer reviewed firm of Practicing Company Secretaries were appointed as Secretarial Auditors to conduct the secretarial audit of the Company for a term of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30 at the 41 st AGM held on September 30, 2025. M/s R&D Company Secretaries have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company. The Secretarial Audit Report issued by them is annexed as Annexure D to this

Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, it contains two observations relating to (i) delayed payment to Micro and Small Enterprises beyond the period prescribed under Section 15 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act); and (ii) inadvertent delays in filing two routine statutory e-forms (IEPF-2 and MGT-14) with the Registrar of Companies (RoC). In this regard, (i) the Company has made the requisite provision for the interest amount on such delayed payment to aforesaid vendors in accordance with Section 16 of the MSMED Act and disclosed such delays in MSME Form I; and (ii) the delay in filing of IEPF-2 was on account of continuous technical errors or login failures on the Ministry of Corporate Affairs (MCA) V3 portal and delay in filing of MGT-14 was due to an unintentional clerical error / oversight by the compliance team. However, the Company has taken corrective action and subsequently all such pending e-forms have been filed with additional fees.

In compliance with the requirements of the SEBI LODR Regulations, the material unlisted subsidiary of the Company, viz. Panacea Biotec Pharma Limited had also appointed M/s R&D Company Secretaries, a peer reviewed firm of Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit for the financial year ended March 31, 2026. The Secretarial Audit Report issued by them to PBPL is annexed as Annexure E to this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. However, it contains one observation relating to delayed payment to Micro and Small Enterprises beyond the period prescribed under Section 15 of the MSMED Act. PBPL has made the requisite provision for the interest amount on such delayed payment to aforesaid vendors in accordance with Section 16 of the MSMED Act and disclosed such delays in MSME Form I.

In addition to the above and in compliance with Regulation 24A(2) of the SEBI LODR Regulations, Annual Secretarial Compliance Report issued by M/s R&D Company Secretaries, Secretarial Auditors, for the financial year ended March 31, 2026, has been submitted with the stock exchanges within prescribed time.

Material changes and commitments affecting the financial position

As required under Section 134(3) of the Act, the Board of Directors inform the Members that during the financial year under review, there have been no material changes, except as disclosed elsewhere in the Annual Report: • in the nature of Companys business; • in the Companys subsidiaries, associate and joint venture or in the nature of business carried out by them; and • in the classes of business in which the Company has an interest. Further, except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments which could affect the financial position of the Company between the end of the financial year and the date of this Report.

Compliance with Secretarial Standards

The Company has followed applicable Secretarial Standards i.e.

SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, issued by the Institute of Company Secretaries of India.

Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of 7 years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Ministry of Corporate Affairs, Government of India. During the year under review, there was no amount of dividend remaining unpaid or unclaimed for a period of 7 years from the due date. Accordingly, no amount was required to be transferred by the Company to the IEPF. Pursuant to the provisions of IEPF Rules, all the shares in respect of which any dividend which has not been paid or claimed for 7 consecutive years is required to be transferred by the Company to the designated Demat Account of the IEPF Authority (IEPF Account) within a period of 30 days of such shares becoming due to be transferred to the IEPF Account. During the year under review, there were no shares on which the dividend(s) remained unpaid or unclaimed for 7 consecutive years. Accordingly, no shares were required to be transferred by the Company to the IEPF Account. The number of shares (in respect of which dividend was not claimed by the concerned shareholders for 7 consecutive years or more) transferred and held by IEPF Authority is given in the Corporate Governance Report forming part of the Annual Report. The details of the persons whose shares have been transferred to the IEPF Authority are available on the Companys website at the link i.e. https://www.panaceabiotec.com/en/ section/information-repository/other-important-information.

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26. Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of their knowledge, belief and according to the information and explanations provided to them, confirmed that: a) in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of loss of the Company for the year ended March 31, 2026; c) they have taken proper and sufficient care for the maintenanceofadequateaccountingrecordsinaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) they have laid down proper internal financial controls to be followed by the Company and that the same are adequate and were operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors

During the year under review, no fraud has been reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act and therefore, disclosure of details under Section 134(3)(ca) is not applicable.

Particulars of loans, guarantees or investments

Pursuant to the provisions of Section 134(3)(g) of the Act, the particulars of loans / guarantees and investments covered under the provisions of Section 186 of the Act along with the purpose for which such loans, guarantees or security were proposed to be utilised by the recipient, have been disclosed in the Note Nos. 3, 4 and 12 of the Standalone Financial Statements forming part of the Annual Report and hence not repeated here for the sake of brevity.

Risk Management

The Board of Directors has a Risk Management Committee to oversee various organizational risks and to frame, implement and monitor the risk management plan for the Company. Risk Management Committee is compliant with Regulation 21 of the SEBI LODR Regulations as regards composition, frequency and quorum of the meetings. The Board has defined the roles, responsibilities and functions of the Committee. The details of the composition, the number of meetings held and attendance thereat during the financial year under review and terms of reference are furnished in the Corporate Governance Report, forming part of the Annual Report. The Company has formulated a Risk Management Policy and monitors the risk management plan on a periodic basis. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has defined a structured approach to manage uncertainty and to make use of these in decision making in business decisions and corporate functions.

Insurance

The Company has regularly invested in insuring itself against unforeseen risks. The Companys stocks and insurable assets like building, plant & machinery, computer equipment, office equipment, furniture & fixtures, leasehold improvements and upcoming projects have been adequately insured against major risks. The Company has also taken appropriate product liability insurance policies for conducting clinical trials and for insuring its products (manufactured and sold) with an extension of unnamed vendor liability and add on cover of public liability inclusive of pollution liability to cover the risk on account of claims, if any, filed against the Company. Pursuant to the provisions of Regulation 25(10) of the SEBI LODR Regulations, the Company has Directors and Officers Liability insurance to cover the personal liability of directors and officers which may arise while performing duties in their respective capacities on behalf of the Company.

Internal Control System

Your Company has established an adequate system of internal controls, policies and procedures to ensure orderly and efficient conduct of business and also that assets are safeguarded and transactions are appropriately authorized, recorded and reported. The detailed explanation is provided in the Management Discussion and Analysis Report, forming part of the Annual Report.

Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation to Section 134(5)(e) of the Act. Our IFC framework includes elements like orderly & efficient conduct of business, safeguarding of assets adherence to company policies, prevention and detection of fraud & errors, accuracy & completeness of accounting records, and timely preparation of reliable financial information. The IFC framework is aligned with globally recognised standards and supports the preparation of Financial Statements that present a true and fair view in accordance with applicable accounting principles. For the financial year ended on March 31, 2026, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively, and no material weakness exists. The effectiveness of IFC is ensured through management reviews, controlled self-assessment and independent testing by the internal audit team, and Audit Committee oversight.

Vigil Mechanism / Whistle Blower Policy

Your Company adheres to uncompromising integrity in conduct of its business and strictly abides by a well-accepted norm of ethical, lawful and moral conduct. It has zero tolerance for any form of unethical conduct or behaviour. With the above said view and pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 22 of the SEBI LODR Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide its directors, employees and other stakeholders an avenue to raise any sensitive and genuine concerns regarding any unethical behaviour or wrongful conduct and to enable them to report instances of leak of unpublished price sensitive information and to provide adequate safeguards for protection from any victimization. This Policy is available on the website of the Company and can be accessed at: https://www.panaceabiotec.com/en/section/ information-repository/policy. This Policy, inter-alia, provides direct access to the Chairman of the Audit Committee. Further, as mandated by Regulation 18(3) read with Para A (18) of Part C of Schedule II of the SEBI LODR Regulations, the Audit

Committee reviews the functioning of Vigil Mechanism / Whistle Blower Policy. Your Company hereby afirms that no director / employee has been denied access to the Chairman of the Audit Committee and that no complaint has been received by the Company during the year under review.

Corporate Social Responsibility

The provisions of Section 135 of the Act and the Rules made thereunder regarding Corporate Social Responsibility are not attracted to the Company as the Company does not fall under the threshold limit of net worth of Rs 5,000 million or more, or turnover of Rs 10,000 million or more, or a net profit (as defined under Section 198 of the Act) of Rs 50 million or more during the immediately preceding financial year. However, the Company has been, over the years, pursuing Corporate Social Responsibility by putting continuous efforts in the areas of health, education and patient awareness / assistance programs towards the development of a happier and healthier society.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a safe and conducive work environment to all its employees and associates. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). All the employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year ended on March 31, 2026, the Company conducted virtual training sessions for employees to build awareness about the Policy and the provisions of the POSH Act. Your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

The details of sexual harassment complaint received and disposed-o_ during the period under review are as follows:

Number of Number of Number of cases complaints of complaints pending for more sexual harassment disposed off than ninety days received in the year during the year

1 1 Nil

Maternity Benefits

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for creche facilities where applicable, in line with statutory requirements. The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review. During the year under review, 14 (fourteen) female employees have taken such benefits.

Proceeding under Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the 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 is not applicable.

Cyber Security Incident

The Company has installed firewalls and other software to protect against the cyber-crime. The back-ups are also being kept on Cloud to prevent any kind of data loss. The Company has also engaged an independent expert to verify the measures already taken by the Company for safeguarding against any cyber-attacks. No incident relating to cyber security, breaches or loss of data or documents has been reported during the year under review.

Acknowledgements

Your directors acknowledge with gratitude the co-operation and assistance received from the WHO and other UN Agencies, Central Government, State Governments and all other Government agencies and the encouragement they have extended to the Company. Your directors also thank the shareholders, banks, customers, vendors and other business associates for their confidence in the Company & its management and look forward to their continuous support in future. The Board wishes to place on record its appreciation for the dedication and commitment of the employees at all levels which has continued to be our major strength.

For and on behalf of the Board of Panacea Biotec Limited

		Sd/-
Place :	New Delhi	Dr. Rajesh Jain
Date :	August 13, 2026	Chairman and Managing Director