Sanofi India Ltd Directors Report

To The Members,

Your Directors have the pleasure of presenting their report and the Audited Accounts of Sanofi India Limited (the Company) for the financial year ended December 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), this report covers the financial results and other developments during the financial year ended December 31, 2025 and up to the date of the Board Meeting held on March 25, 2026 to approve the Report.

Financial Highlights

( in million)

Particulars	2025	2024*
Continuing Operations
Revenue from operations	18,374	20,132
Other income	197	165
Total income	18,571	20,297
Operating Expenditure	13,461	15,224
Depreciation and amortisation expense	373	367
Total Expenses	13,834	15,591
Profit before finance costs, exceptional item and tax	4,737	4,706
Finance costs	17	15
Profit before exceptional items and tax	4,720	4,691
Profit before tax	4,447	4,314
Tax expense	1,180	1,177
Profit for the year	3,267	3,137
Discontinued Operations
Revenue from operations	-	3,517
Other income	-	38
Total income	-	3,555
Operating Expenditure	-	2,229
Depreciation and amortisation expense	-	15
Total Expenses	-	2,244
Profit before finance costs, exceptional item and tax	-	1,312
Finance costs	-	-
Profit before exceptional items and tax	-	1,312
Profit before tax	-	1,312
Tax expense	-	314
Profit for the year	-	998

* Figures are provided on standalone basis

These results are to be seen in the context of the restructuring where the consumer healthcare business was demerged into a separate Company effective June 1, 2024. There is no discontinued operation for the year ended December 31, 2025.

Company Performance

During the year ended December 31, 2025, your Company registered 18,374 million Revenue from Operations compared to 20,132 million in the previous year. On a comparable basis, the domestic retained business de- grew by 1% (domestic sales grew by 1%) over previous year. Net Revenue from India is 15,929 million constituting 87% of the total revenue. The exports fell by 40%, year on year basis primarily driven by the reduced sales to the Zentiva group. These exports comprised codeine- based products supplied under transitional arrangements

established following the slump sale and transfer of the Ankleshwar manufacturing facility to Zentiva Private Limited on May 29, 2020. As Zentiva successfully obtained and transitioned to their own operating licenses, the interim supply agreements came to an end, leading to the decrease in export sales during the period.

The Profit Before Tax and exceptional items increased from 4,691 million to 4,720 million, representing growth of 1% for the year ended December 31, 2025. The Profit After Tax for the year ended December 31, 2025 increased from 3,137 million to 3,267 million representing growth of 4%.

Transfer to Reserves

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

Dividend

Your Directors are pleased to recommend final dividend of 48 per equity share of 10 each for the year ended December 31, 2025, considering the business and cash requirements of your Company. Additionally, during the year under review, the Board of Directors approved and paid interim dividend of 75 per equity share of 10 each, which was paid on November 24, 2025.

The final dividend will be payable subject to approval of the Members at the ensuing Seventieth Annual General Meeting (AGM) and deduction of tax at source, if applicable, to those Members whose name appear in the Register of Members as on April 22, 2026 being the record date i.e. one day prior to the commencement of the Book Closure dates

i.e. April 23, 2026 to April 29, 2026 (both days inclusive). The total dividend for the year, including the proposed final dividend, amounts to 123 per equity share, leading to a dividend payout of 2,833 million for the year.

Pursuant to the amendment to the Listing Regulations, SEBI has omitted the provisions relating to issuance of payable-at-par warrants / cheques with effect from November 19, 2025. Accordingly, all the dividend payments shall be made only through electronic mode of payment approved by the Reserve Bank of India and no payment of dividends will be made through physical modes. The Members who have not registered or updated their bank account details will not be able to receive dividend until such details are duly registered / updated. For further details, please refer to the Notes to Notice of the AGM.

Dividend Distribution Policy

Your Companys dividend distribution philosophy aims at sharing its profits with its Members through a formal disbursement of profits. In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Members. The said Policy is made available on the Companys website at Code of Conduct and Policies - Sanofi India.

Unpaid / Unclaimed Dividend

In terms of the provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), 4.14 million of unpaid / unclaimed dividends were transferred during the year 2025 to the Investor Education and Protection Fund Authority.

Directors and Key Managerial Personnel

As on December 31, 2025, your Company has 9 (nine) Directors with an optimum combination of Executive and Non-Executive Directors including Woman Independent Director.

Changes in Directorate

As informed in the last year Integrated Annual Report, in view of his movement to another role within the Sanofi Group, Mr. Rodolfo Hrosz (DIN : 09609832) ceased to be the Managing Director of the Company with effect from close of business hours on April 30, 2025. The Board places on record its immense appreciation for his contribution during his tenure as the Managing Director of the Company. The Board while taking note of his resignation at its meeting held on April 9, 2025 based on the recommendation of the Nomination and Remuneration Committee (NRC), consented to the re-designation of Mr. Rodolfo Hrosz as a Non-Executive Director of the Company. The Members of the Company at the 69 th AGM held on May 15, 2025 approved his appointment as a Non-Executive Director of the Company with effect from May 1, 2025.

On the recommendation of the NRC, the Board at its meeting held on July 16, 2025 appointed Mr. Rachid Ayari (DIN : 10408699) as the Interim Managing Director of the Company for a term of 6 (six) months from July 21, 2025 to January 20, 2026 or until the appointment of a permanent Managing Director, in addition to his role as Whole-time Director and Chief Financial Officer. The Members of the Company approved his appointment as Interim Managing Director through Postal Ballot on September 11, 2025.

Mrs. Renee Amonkar (DIN : 10335917) retired as a Wholetime Director with effect from the close of business hours on August 11, 2025. The Board places on record its immense appreciation for her contribution during her tenure in the Company. The Board at its meeting held on July 31, 2025, on the recommendation of the NRC, appointed Mr. Mahadev Gawade (DIN : 11231316) as a Whole-time Director for a term of 3 (three) years with effect from August 11, 2025. The Members approved the appointment of Mr. Mahadev Gawade as a Whole-time Director through Postal Ballot on September 11, 2025.

Mr. Rachid Ayari stepped down from his position as Interim Managing Director of the Company with effect from October 26, 2025. The Board places on record its immense appreciation for the contribution by Mr. Rachid Ayari during his tenure as the Interim Managing Director of the Company. The Board of Directors of the Company, at its meeting held on October 27, 2025, based on the recommendation of the NRC, appointed Mr. Deepak Arora (DIN : 07495638) as the Managing Director, for a term of 3 (three) years with effect from October 27, 2025. The Members of the Company approved the appointment of Mr. Deepak Arora as the Managing Director vide Postal Ballot on December 17, 2025.

The appointment of Mr. Deepak Arora is subject to the approval of the Central Government as he was not staying in India for a continuous period of 12 (twelve) months prior to the date of his appointment. The Company has made an application to the Central Government pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, read with Schedule V of the Act and Rules framed thereunder, and is awaiting approval for his appointment from the Central Government.

After the year under review, Mr. Rodolfo Hrosz (DIN : 09609832) resigned as a Non-Executive Director of the Company with effect from the close of business hours of February 28, 2026 due to his pre-occupation and other commitments. The Board places on record its immense appreciation for his contribution during his tenure as a Director of the Company. The Board at its meeting held on February 25, 2026, based on the recommendation of the NRC, appointed Ms. Sudipta Chakraborty (DIN : 07166912) as an Additional Director and Whole-time Director of the Company for a term of 3 (three) years from March 1, 2026, subject to the approval of the Members of the Company at the ensuing 70 th AGM.

The second term of 5 (five) consecutive years for Mr. Aditya Narayan (DIN : 00012084) and Mrs. Usha Thorat (DIN : 00542778) would expire on April 29, 2026 and hence would retire as Independent Directors of the Company with effect from the close of working hours of April 29, 2026. The Board at its meeting held on February 25, 2026, on the recommendation of the NRC, appointed Mrs. Rajani Kesari (DIN : 02384170) as an Additional Director and Independent Director of the Company for the first term of 5 (five) consecutive years from April 1, 2026 to March 31, 2031 (both days inclusive), subject to the approval of the Members of the Company at the ensuing 70 th AGM. She shall hold office as an Additional Director up to the date of the ensuing 70 th AGM and is eligible for appointment as an Independent Director.

On the recommendation of the NRC, the Board at its meeting held on March 25, 2026 appointed Mr. Siraj Azmat Chaudhry (DIN : 00161853) as an Additional Director and Independent Director of the Company for the first term of 5 (five) consecutive years from April 1, 2026 to March 31, 2031 (both days inclusive), subject to the approval of the Members of the Company at the ensuing 70 th AGM. Mr. Chaudhry shall hold office as an Additional Director up to the date of the ensuing 70 th AGM and is eligible for appointment as an Independent Director.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with the Rules framed thereunder and the Articles of Association of the Company, Mr. Vaibhav Karandikar (DIN: 09049375) and Mr. Eric Mansion (DIN: 10654588), are liable to retire by rotation at the ensuing 70 th AGM and being eligible have offered their candidatures for reappointment.

Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company and other details as stipulated under Secretarial Standard - 2 on General Meetings and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the 70 th AGM.

Key Managerial Personnel (KMP)

During the year under review, pursuant to the recommendation of the NRC, the Board appointed Mr. Arjun Thakkar as the Company Secretary and Compliance Officer, and KMP of the Company with effect from February 12, 2025. In view of the transition of Mr. Arjun Thakkar to a different role within the Sanofi Group, he resigned as the Company Secretary and Compliance Officer, effective from the close of business hours on September 30, 2025. The Board places on record its appreciation for the valuable services rendered by Mr. Arjun Thakkar during his tenure as the Company Secretary and Compliance Officer of the Company.

The Board at its meeting held on September 25, 2025, on the recommendation of the NRC, approved the appointment of Mr. Haresh Vala as the Company Secretary and Compliance Officer, being a KMP, of the Company with effect from October 1, 2025.

As on December 31, 2025, your Company has the following KMP as per Section 2(51) of the Act:

Sr. No.	Name of the KMP	Designation
1.	Mr. Deepak Arora	Managing Director
2.	Mr. Rachid Ayari	Whole-time Director and Chief Financial Officer
3.	Mr. Mahadev Gawade	Whole-time Director
4.	Mr. Haresh Vala	Company Secretary and Compliance Officer

Statement of declaration given by the Independent Directors

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

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Listing Regulations and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board, the Independent

Directors fulfil the conditions specified in the Listing Regulations and are independent of the Management. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possesses necessary expertise and experience required to fulfil their duties as Independent Directors.

Cash Flow Statement

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement forms part of the Annual Report.

Management Discussion and Analysis Report

As required by Regulation 34(2) of the Listing Regulations, a Management Discussion and Analysis Report, presented in a separate section, forms part of this Report.

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

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report detailing the various initiatives taken by the Company on Environmental, Social and Governance front for the year ended December 31, 2025 forms part of this Report.

Report on Corporate Governance

In compliance with Regulation 34 read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance as required under Schedule V(E) of the Listing Regulations received from the Statutory Auditors forms part of this Report.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

Information on Conservation of Energy, Technology Absorption, and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given in Annexure - A to this Report.

Meetings of the Board

During the year under review, 11 (eleven) meetings of the Board were held. The dates, attendance of the Directors and other details of the meetings are given in the Report on Corporate Governance which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees on the business

strategy, business activities, manufacturing operations, updates on the pharmaceutical industry and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, pharmaceuticals industry, Sanofi Global strategy, policies and Code of Conduct, regulatory matters, business, financial matters, human resource matters and Corporate Social Responsibility initiatives of the Company. The details of familiarization programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on your Companys website at Familiarization Programme - Sanofi India

Performance Evaluation of the Board

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the NRC and the Board. The details of the performance evaluation exercise conducted by your Company are set out in the Report on Corporate Governance.

The Chairman held individual meetings with each Executive / Non-Executive Directors as a part of self-appraisal and peer-group evaluation, the engagement and impact of individual Director was reviewed.

Further, to comply with Regulation 25(4) of the Listing Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

Nomination and Remuneration Policy & Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

Your Company has in place a Nomination and Remuneration Policy, formulated in accordance with Section 178 of the Act and the Listing Regulations and same is available on Companys website at Code of Conduct and Policies - Sanofi India.

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

Further details are provided in the Report on Corporate Governance. A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure - B to this Report.

In terms of the second proviso to Section 136(1) of the Act and the second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the statement of particulars of employees. Any Member interested in receiving the said statement may write to the Company Secretary stating their Folio No. / DPID & Client ID at igrc.sil@sanofi.com.

Subsidiaries, Associate Companies and Joint Ventures

As on the closure of the financial year 2025, the Company has no Subsidiaries, Associate Companies and Joint Ventures. Hence, no details are provided in Form No. AOC-1.

Committees of the Board:

- Audit Committee

Details pertaining to composition and constitution of the Audit Committee are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

- Corporate Social Responsibility Committee

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of your Company and also has in place a Corporate Social Responsibility policy, which is available on the Companys website at Code of Conduct and Policies - Sanofi India. During the year under review, all the recommendations made by the CSR Committee were accepted by the Board.

The Chief Financial Officer of the Company has certified to the Board that the funds disbursed for CSR activities during the year were utilized for that purpose and in the manner approved by the Board of the Company.

The CSR policy outlines your Companys approach towards CSR, focusing on areas where it can make a difference and have the most impact. The details of the composition of the CSR Committee, CSR policy, CSR initiatives, and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure - C to this Report.

- Nomination and Remuneration Committee

Details pertaining to composition of the NRC are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the NRC were accepted by the Board.

- Stakeholders Relationship Committee

Details pertaining to composition of the Stakeholders Relationship Committee are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

- Risk Management Committee

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

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

The key risks impacting the Company are discussed in the Risk section in the Management Discussion and Analysis Report forming a part of this Report.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Act and the Listing Regulations is implemented through the Companys Whistle Blower Policy. In accordance with the amendment to the Listing Regulations and to broaden the coverage, the Board of Directors, at its meeting held on July 31, 2025, has amended the Whistle Blower Policy and the same is available on the Companys website at Code of Conduct and Policies - Sanofi India.

The Companys Code of Conduct, Whistle Blower, and other Governance Policies lays out the principles of highest ethical standards. The details of the Whistle Blower Policy are provided in the Report on Corporate Governance forming part of this Report.

Related Party Transactions (RPTs)

All RPTs entered into during the year under review were prior approved by the Audit Committee and were on arms length basis and in the ordinary course of business. There were no materially significant RPTs by your Company with the Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interests of your Company at large.

Your Company has in place a Related Party Transactions Policy, which is available on your Companys website at Code of Conduct and Policies - Sanofi India. In accordance with the amendment to the Listing Regulations, the Board of Directors, at its meeting held on May 14, 2025, has amended the RPT Policy of the Company effective from July 1, 2025 to ensure conformity with the amendments.

Prior omnibus approval is obtained for RPTs which are of repetitive nature and entered in the ordinary course of business and on arms length basis. The Form No. AOC - 2 envisages disclosure of material contracts or arrangements

or transactions on an arms length basis. The details of the material RPTs for the financial year ended December 31, 2025, as per the Policy on dealing with related parties adopted by your Company are disclosed in Annexure - D to this Report.

These transactions were in the ordinary course of business and at arms length, duly certified by third-party experts. The approval of the Members of the Company is being sought for material related party transactions at the ensuing 70 th AGM. As per the provisions of the Listing Regulations, necessary details for each of the material RPTs as applicable along with the justification are provided in the Notice of the 70 th AGM.

Adequacy of internal Financial Controls

Your Company has in place, adequate Internal Financial Controls with reference to financial statements which are commensurate with the nature of its business, the size and complexity of its operations. During the year, such controls were tested, and no reportable material weaknesses in the design or operation were observed.

Deposits from Public

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

Loans, Guarantees or Investments

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

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and based on the information and explanations obtained by them, make the following statements and confirm that:

1. in the preparation of the annexed accounts for the financial year ended December 31, 2025, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025 and of the profit of the Company for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the said accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company have been laid down and those internal controls are adequate and are operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Act read with Clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government. The Cost Audit Report for the year ended December 31, 2024, was filed with the Central Government within the prescribed time.

Cost Auditors

Pursuant to Section 148(3) of the Act, your Directors have at its meeting held on February 25, 2026, on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294) as the Cost Auditors to audit the cost accounts maintained by your Company for the financial year ending December 31, 2026. M/s. Kishore Bhatia & Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board, on the recommendation of the Audit Committee, have approved the remuneration payable to the Cost Auditors, subject to the ratification of their remuneration by the Members at this AGM. The Resolution approving the above proposal is being placed for approval of the Members in the Notice of the 70 th AGM. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair, and commensurate with the scope of work carried out by them.

Statutory Auditors

M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No. 304026E/E-300009), were appointed as Statutory Auditors of your Company for a period of 5 (five) years, commencing from the conclusion of the Sixty-sixth AGM held in the year 2022, until the conclusion of the Seventy-first AGM to be held in the year 2027.

The Statutory Auditors have confirmed their eligibility and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditors. The Report given by the Statutory Auditors on the Financial Statements of your Company forms part of the Annual Report. The Statutory Auditors have issued an unqualified audit report on the annual accounts of your Company for the financial year ended December 31, 2025.

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Secretarial Auditors

In terms of the amended provisions of Regulation 24A of the Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Parikh & Associates, Company Secretaries (Firm Registration No. P1988MH009800), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025 up to financial year 2029. The said appointment was approved by the Members at the Sixty-ninth AGM of the Company.

The Secretarial Audit Report (Form No. MR - 3) of the Company given by the Secretarial Auditors for the financial year ended December 31, 2025 is enclosed as Annexure

- E to this Report. The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark. The comments made by the Secretarial Auditors are self-explanatory.

The Company has undertaken an audit for the financial year ended December 31, 2025 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the Listing Regulations has been submitted to the Stock Exchanges on February 26, 2026 within the statutory timelines.

Secretarial Standards

In terms of Section 118(10) of the Act, your Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is hosted on the website of your Company at Annual Return - Sanofi India.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Prevention of Sexual Harassment Policy (POSH)

Your Company adopts a zero-tolerance approach towards sexual harassment at workplace. Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The POSH Policy of the Company is available on the website of the Company at Code of Conduct and Policies

- Sanofi India.

An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, your Company received 1 (one) complaint of alleged sexual harassment which was resolved and closed. As of December 31, 2025, no complaints relating to sexual harassment are pending for disposal.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the year ended December 31, 2025, pursuant to the POSH Act and Rules framed thereunder :

Particulars	Number
Number of complaint(s) of Sexual Harassment received during the year 2025	1
Number of complaint(s) disposed of during the year 2025	1
Number of cases pending for more than 90 days (stipulated timeline under POSH)	None
Number of cases pending as on December 31, 2025	Nil

Continuous awareness in this area has been created to provide a safe workplace to all its employees. During the year, the Company organized sensitization and awareness programs vide inductions for new joiners, e-learning modules for all employees trainees, associates including sending emailers, creating standees and posters to sensitize all employees to conduct themselves in a professional manner.

Compliance under Maternity Benefits Act, 1961

Your Company is in compliance with the provisions of the Maternity Benefits Act, 1961 for the year ended December 31, 2025.

Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said Code are available on Companys website at Code of Conduct and Policies - Sanofi India.

The Trading Window is closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

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

There have been no material changes and commitments, since the closure of the financial year ended December 31, 2025 up to the date of this Report, that would affect your Companys financial position.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant or material orders have been passed by the Regulators, Courts or Tribunals that impact the going concern status and future operations of your Company.

Other Disclosures

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

1. There is no change in the nature of your Companys business.

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

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

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

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

6. There is no subsidiary of your Company and hence the Managing Director or the Whole-time Directors

of your Company did not receive any remuneration or commission during the year from the subsidiary.

7. Your Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of your Company or its Holding Company, pursuant to the provisions of Section 67 of the Act and the Rules framed thereunder.

8. The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.

9. The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year are not applicable.

Acknowledgment

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

For and on behalf of the Board of Directors

	Aditya Narayan
	Chairman
March 25, 2026	DIN: 00012084