Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.

Novartis India Ltd			Industry : Pharmaceuticals - Indian - Bulk Drugs & Formln


BSE Code:	500672	NSE Symbol:	NOVARTIND	P/E(TTM):	26.26

ISIN Demat:	INE234A01025	Div & Yield %:	2.33	EPS(TTM):	40.83

Book Value(Rs):	317.91821	Market Cap ( Cr.):	2646.85	Face Value(Rs):	5

Change Company

Dear Members,

Your Directors' are pleased to present the 77^th Annual Report along with the audited financial statement for the year ended March 31, 2025 (“year under review”).

Summary of Financial Results

Particulars	2024-25	2023 24
Revenue from Operations	3,562.7	3,350.7
Total Income	3,982.3	3,967.5
Profit/(Loss) Before Tax	1,304.2	1,228.4
Profit/(Loss) After tax	1,009.0	851.9
Other Comprehensive Income for the year	9.7	12.1
Retained Earnings balance brought forward from previous year available for appropriation	7,288.4	7,597.2
The Directors have made the following appropriations:
Dividend	617.3	1,172.8
Carry forward	7,689.8	7,288.4

Dividend

We are pleased to inform our members that your Board of Directors has recommended a dividend for the reporting period, underscoring our steadfast commitment to delivering sustained value. This recommendation reflects the prudent management of our financial resources and the continued momentum in enhancing profitability. The Board has recommended a Dividend of 25/- per equity share of 5/- each to be appropriated from the profits of the year 2024-25 subject to the approval of the members at the ensuing Annual General Meeting (AGM). The dividend, if approved, will result in a cash outflow of 617.3 million. Dividend, if approved by the Members at the forthcoming Annual General Meeting, will be paid within 30 days from the date of declaration.

The Dividend Distribution Policy, approved by the board in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations') is available on the website of the Company at: https://www.novartis.com/in-en/sites/novartis_in/files/ Dividend%20Distribution%20policy_2025.pdf

Transfer to General Reserves

In accordance with the provisions of the Companies Act, 2013 (“the Act”), the Board of Directors does not propose to transfer any amount to the General Reserves for the year under review. The entire profit after tax shall be retained under ‘Retained Earnings'.

Management Discussion and Analysis

For the financial year under review, the Company operated solely within the Pharmaceuticals segment.

a. Economy, Industry and Development

The Global Pharmaceutical Market was valued at approximately USD 1.65 trillion in 2024 and is projected to grow at a Compound Annual Growth Rate (CAGR) of 6.12 per cent from 2025 to 2030, reaching an estimated USD 2.35 trillion by 2030. This growth is primarily driven by the increasing prevalence of chronic diseases such as diabetes, cancer, and cardiovascular disorders, along with aging populations globally, which are escalating the demand for healthcare services and medications. Advancements in biotechnology and personalized medicine particularly in biologics and RNA-based therapeutics are also major factors contributing to market expansion. Technological innovations in drug delivery systems and the evolution of targeted therapies, such as CAR-T cell therapies for cancer, are transforming treatment paradigms and offering more effective solutions for complex conditions. The United States continues to be the largest pharmaceutical market, followed by Europe and the Asia-Pacific region. Emerging markets in Asia are witnessing rapid growth, propelled by enhanced access to healthcare and rising healthcare expenditures.^1,2,3The Indian Pharmaceutical Market generated revenue of USD 28.72 billion in 2024.⁴ India remains a key global supplier of low-cost, high-quality medicines, including vaccines and generic drugs.⁵The country has the largest number of USFDA-compliant pharmaceutical plants outside the United States and over 2,000 WHO-GMP approved facilities.⁵ India's pharmaceutical industry benefits from a low cost of manufacturing, which is 30 per cent 35 per cent lower than in the US and Europe, and cost-efficient R&D, which is about 87 per cent less than in developed markets. The government has implemented several initiatives to support the sector, including the Production-Linked Incentive (PLI) scheme with a total outlay of USD 2.04 billion.⁵The Indian Pharmaceutical Market in FY 2024 25 saw significant growth across various therapy areas. Chronic therapies, such as cardiac, antineoplastics (cancer treatments), and urology, outperformed compared to acute therapies. Among acute therapies, gastroenterology and dermatology led in growth.⁶Enrolment under the AB-PMJAY health insurance scheme is accelerating, with extensions to senior citizens aged 70 and over and workers in the informal economy. Production-Linked Incentive (PLI) schemes targeting investment in the production of active pharmaceutical ingredients and finished drugs are gaining traction.⁴

References:
^{1. https://senorespharma.com/wp-content/uploads/2024/12/10.-Frost-and-Sullivan-report-Overview-of-Global-Pharma-Market-July-24-2024.pdf
^2.https://www.grandviewresearch.com/industry-analysis/pharmaceutical-market-report
^3.https://store.frost.com/global-pharmaceutical-industry-outlook-2024.html}

4. IQVIA. (2025). Market Prognosis 2025-2029, India

^{5. https://www.ibef.org/industry/indian-pharmaceuticals-industry-analysis-presentation
^{6.
https://www.iqvia.com/locations/india/library/presentations/indian-pharmaceutical-business-quarterly-insights-q3-2024}}

b. Performance

Revenue from operations for the financial year ended March 31, 2025 stood at 3,562.7 million, reflecting an increase of 6.3 per cent over the previous year. Profit before tax for the year amounted to 1,304.2 million as compared to 1,228.4 million in the previous year.

The National Organ & Tissue Transplant Organisation (NOTTO) continued its efforts to enhance awareness and improve monitoring of brain stem deaths.⁷ The annual number of organ transplants has more than tripled over the past decade, with kidney transplants comprising the majority.⁷The inclusion of kidney, heart, lung and liver transplants under PM-JAY Ayushman Bharat and Rashtriya Arogya Nidhi, with financial assistance for Below Poverty Line (BPL) patients, highlights a commitment to making organ transplants more accessible in India.

References:
^{7.
https://www.theweek.in/wire-updates/national/2024/08/03/des43-organ-transplants-notto.html
Novartis continued to engage physicians to strengthen brand recall and
to disseminate key scientific messages. These efforts were carried out through
differentiated campaigns delivered via RTEs (Rep Triggered Emails) and CMEs (Continuing
Medical Education). During the year, Novartis partnered with the renowned European Renal
Association to host a series of International Speaker Programs promoting scientific
advocacy for transplantation therapies, attended by approximately 400 transplant
physicians. We continue to drive strong differentiation for Novartis brands within the
transplant maintenance portfolio.
During the financial year, the transplant portfolio recorded a robust
14 per cent growth, despite supply constraints related to Simulect^R. This
growth was realized in a highly genericized and competitive market, by sharply focusing on
individual brands in the transplant maintenance portfolio through high-impact
share-of-voice campaigns such as ‘My Trust with Myfortic^R' and
‘Start Early with Certican^R'. The exclusive sales and distribution
arrangement with Dr. Reddy's Laboratories for the Established Medicines Brands
including the Voveran^R range, the Calcium range, and Methergine^R
entered its third year of operations. The arrangement aims to broaden access to these
medicines across wider geographies, reaching many more patients more efficiently through
an expanded field force.
The Pain portfolio with its flagship brand Voveran^R range,
achieved internal growth of 6 per cent vs. FY 23-24. The team focused on reinforcing
Voveran's efficacy perception among Healthcare Professionals (HCPs), targeting both
urban and rural markets with a strong in-clinic share-of-voice push driven by the
‘Stronger than Pain' campaign. Within this, the Voveran SR range, which
represents 91 per cent of the Voveran oral portfolio, exhibited a positive evolution index
of 102 per cent on a MAT Dec'24 basis.
There is an increase in the share of voice and Voveran, gaining
prescription share among doctor specialties in India. Strong hospital-focused initiatives
and efforts to build reasons-to-believe among HCPs have contributed to significant uptake
in Voveran AQ injections. Overall, the portfolio registered 10 per cent growth over FY
2023 24.
An estimated 8.8 million Indians are currently living with dementia,
with a prevalence rate of 7.4 per cent among adults aged over 60.⁸ Nationwide
initiatives are underway to improve awareness and promote early diagnosis through national
health programs and collaborations with organizations such as the Alzheimer's and
Related Disorders Society of India (ARDSI).⁹ Exelon^RPatch, our
innovative treatment for Alzheimer's disease, offers convenience and safety,
contributing to greater patient acceptance and portfolio growth. The following brands hold
key positions in major therapeutic areas such as:}

Therapeutic Area	Therapeutic Area Product
Bone and Pain	Voveran^R
Transplantation Immunology	Simulect^R, Certican^R, Sandimmun^R, Neoral^R, Myfortic^R
Neurosciences	Tegrital^R, Exelon^R

References:

8. Lee J, et al. Prevalence of dementia in India: National and state estimates from a nationwide study. Alzheimers Dement. 2023 Jul;19(7):2898-2912. doi: 10.1002/alz.12928. Epub 2023 Jan 13. PMID: 36637034; PMCID: PMC10338640.

^{9. https://www.alz.org/in/dementia-alzheimers-en.asp}

c. Key Financial Indicators

Particulars	2024-25	2023 24
Operating profit margin (%)	25.0	18.7
Net profit margin (%)	28.3	25.4
Debtors' turnover ratio	8.7	8.6
Current ratio	5.3	4.4
Return on Equity (%)	13.2	11.2
Inventory turnover ratio	8.3	6.7
Debt service coverage ratio	43.2	24.2
Debt equity ratio	0.01	0.01
Return on capital employed (%)	11.4	9.2
Return on Investment	6.7	6.4

Reasons for change compared to the previous financial year in key financial ratios are as follows:

Operating profit margin

Operating profit margin is a profitability or performance ratio used to calculate the percentage of profit of a company produces from its operations. It is calculated by dividing the operating earnings before interest and tax by turnover. Margins have improved because of operational efficiencies.

Net profit margin

The net profit margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing profit for the year by turnover. Net profit margin in the financial year 2024-25 has increased due to operational efficiencies. Current tax expense for the year ended March 31, 2025 and March 31, 2024 includes tax adjustments for earlier years of ( 42.5 million) and 61.6 million respectively.

Debtors' turnover ratio

It is calculated by dividing turnover by average trade receivables, to quantify a company's effectiveness in collecting its receivables. No major movement compared to previous year.

Current ratio

The current ratio is a liquidity ratio that measures a company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities. Current ratio has improved due to increase in cash and bank balance.

Return on Equity

Return on equity is a measure of profitability of a company expressed in percentage. It is calculated by dividing profit for the year by average shareholder's equity. Return on equity in the financial year 2024-25 has increased due to operational efficiencies compared to previous financial year 2023-24.

Inventory turnover ratio

Inventory turnover is the number of times a company sells and replaces its inventory during a period. It is calculated by dividing turnover by average inventory. The movement in the inventory turnover ratio is mainly on account of reduction in inventory.

Debt service coverage ratio

The debt service coverage ratio measures how many times a company can cover its current interest payment with its available earnings. It is calculated by dividing earning available for debt service by lease payments. The ratio has been impacted positively due to significant reduction in lease liabilities on account of remeasurement.

Debt equity ratio

The debt equity ratio is used to evaluate a company's financial leverage. It is a measure of the degree to which a company is financing its operations through debt versus wholly owned funds. It is calculated by dividing lease liabilities by shareholders equity. This ratio has impacted positively on account of significant reduction in lease liabilities on account of remeasurement.

Return on Capital employed

Return on capital employed is a measure of profitability of a company expressed in percentage. It is calculated by dividing profit before interest and tax for the year by capital employed. Return on capital employed has improved due to operational efficiencies.

Return on Investment

Return on investment is defined as return earned on the investment done. It is calculated by dividing weighted average interest income on bank deposit by weighted average bank deposits. There is no major movement compared to previous year.

d. Risks, Threats, and Concerns

There is significant uncertainty regarding the imposition of trade tariffs by the US and counter-tariffs by other countries, which present downside risks. Recruitment and retention of staff, as along with shortages of equipment and inadequate infrastructure, remain challenges in parts of the Health and Wellness Centres (HWCs) network. Low budget utilization is slowing progress in improving public hospital infrastructure, and staff recruitment continues to be a challenge. Profit-driven substitution is increasing in private hospital chains, where centralized procurement increasingly dictates prescribing and dispensing choices. In August 2024, The Ministry of Health and Family Welfare (MOHFW) announced a ban on 156 fixed-dose combinations (FDCs) including products containing antibiotics, painkillers, multivitamins, and drugs for fever and hypertension. This ban is facing challenges in court.

Compliance costs may lead to the closure of many smaller domestic producers due to the alignment of India's good manufacturing practice (GMP) standards with WHO GMP. Trade generics have emerged as a growing threat to the traditional branded generics market, slowing overall market growth. The regulation of promotional practices has been updated, leading to more restrictive approaches to receiving representatives by both government and private hospitals. Plans to impose trade margin caps on more non-scheduled drugs remain a risk.¹

Reference :

1. IQVIA. (2024). Market Prognosis 2024-2028, India.

e. Outlook

The Indian Pharmaceutical Market is projected to grow at a CAGR of 8.0 per cent (?2.0 per cent) between 2024 and 2029, reaching 3,529 billion by 2029. Real GDP growth is expected to improve marginally to 6.5 per cent in 2025 26, supported by a recovery in rural consumption. Consumer price inflation is anticipated to moderate to 4.3 per cent in 2025 and is projected to average 4.5 per cent annually over the period 2026 2029. The Indian rupee is forecast to depreciate gradually during the forecast period, averaging 89.70 per US$1 by 2029.

Health policy will continue to be guided by the Ayushman Bharat (‘Healthy India'- AB) initiatives. The Union Budget of February 2025 allocated 998.6 billion to the MOHFW, reflecting an 11 per cent increase over the previous year's revised estimate. Health insurance coverage is expected to rise further, with accelerated enrolment under the AB-PMJAY scheme. The government is also targeting further improvements in public primary healthcare, with over 188,000 Health and Wellness Centres operational by the end of 2024. Concurrently, demand for private hospital services is increasing significantly, attracting substantial private equity and venture capital investments.

The government is intensifying efforts to curb the over prescription of antibiotics and continues to promote generic prescribing. Rapid expansion and consolidation within the private hospital sector are increasing the strategic importance of securing formulary listings. The fast-paced growth of the trade generics segment is beginning to impact dispensing patterns. Meanwhile, the government has indicated a possible overhaul of the existing drug price control regime.

The Union Budget 2025 26 broadened the list of medicines exempted from Basic Customs Duty (BCD), adding 36 life-saving drugs to the fully exempt category and reducing customs duty to 5 per cent on six additional medicines. The annual increases in the maximum retail price of scheduled drugs, approved by the National Pharmaceutical Pricing Authority (NPPA) in March 2025, remained relatively modest. Regulatory efficiency is expected to improve under the proposed Drugs, Medical Devices and Cosmetics Bill. The number of global clinical trials involving Indian sites is on the rise.

India's Good Manufacturing Practice (GMP) standards were harmonised with WHO-GMP guidelines in December 2023. Furthermore, amendments to India's patent rules in March 2024 aim to streamline and expedite the processes for patent application, examination, and management.

Deal-making activity in the pharmaceutical sector remains robust. Continued growth in the trade generics market is anticipated. The expansion of organised pharmacy chains is accelerating. Regulation of promotional practices has been updated with the implementation of the Uniform Code of Pharmaceutical Marketing Practices (UCPMP) in March 2024.⁴

f. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorised use or disposal. Company policies, guidelines and procedures provide for adequate checks and balances and are intended to ensure that all transactions are authorised, recorded and reported correctly.

The Internal Auditor reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit Committee approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an ongoing basis, and significant deviations are brought to the notice of the Audit Committee of the Board of Directors, following which corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps.

During the year, the Company conducted a detailed review of its internal control systems, evaluated the internal financial control systems with the Audit Committee and discussed relevant issues with internal and statutory auditors. Based on the recommendations of the Audit Committee, the Board has stated in its responsibility statement that the Company followed proper internal financial controls and that such internal financial controls are adequate and were operating effectively.

Particulars of Employees

The Company regards its employees as a valuable asset and accords high priority to training and development of employees.

The number of employees in the Company as at March 31, 2025, was 56.

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 (‘the Act'), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as

Annexure A.

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. However, in terms of first provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. If any member is interested in obtaining a copy thereof, such members may write to the Company Secretary & Compliance Officer, whereupon a copy would be sent.

Share Capital

The equity shares issued by the Company during the year under review, are listed at BSE Limited (BSE) as on the date of this report and the securities of the Company are not suspended from trading during the reporting period.

During the year under review, there was no change in the authorized, issued and paid-up share capital of the Company than that of the previous year ended March 31, 2024.

Corporate Social Responsibility

The Company continues to support various initiatives in the areas of health. The CSR Policy adopted by the Board of Directors is available on the Company's website at: https://www. novartis.com/in-en/investors/novartis-india-corporate-policies

Health: The Government of India announced its commitment to eradicate leprosy from the country by year 2030. Aligned with this vision, the Company reinforced its commitment to leprosy as part of its CSR work in India. The Company continued its support to a non-profit organization with projects based in Tamil Nadu and Maharashtra. The project gives people affected by leprosy the ability to get jobs through vocational training and build a community of empowered young people who can further empower their families and communities. The Annual Report on Corporate Social Responsibility Activities, in terms of Section 135 of the Act and Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, (effective January 22, 2021) read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, (effective September 20, 2022) (hereinafter referred to as ‘CSR Rules'), is annexed herewith as an Annexure B.

Contracts or Arrangements with Related Parties

All contracts, arrangements and transactions entered by the Company during the year under review with Related Parties were in ordinary course of business and on arm's length basis, in accordance with the provisions of the Act.

Your Company has formulated a policy on Related Party Transactions which has been uploaded on the website of the Company at https://www.novartis.com/in-en/sites/novartis_in/files/ Policy%20for%20dealing%20with%20Related%20Party%20Transactions%20NIL.pdf

All transactions with related parties during the year were in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company, and were reviewed and approved by the Independent Directors who are members of the Audit Committee, in accordance with the SEBI Listing Regulations. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions that are foreseen and of a repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.

The details of the related party transactions as per Indian Accounting Standards (IND AS) 24 are set out in Note No. 30 to the Financial Statements of the Company. The Company, in terms of Regulation 23 of the SEBI Listing Regulations, submits disclosures of all related party transactions to the Stock Exchange within the time stipulated and in the format stipulated under the said SEBI Listing Regulations. Particulars of contracts or arrangements with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in AnnexureC in Form AOC-2 and forms part of this report. The transactions disclosed in the said Annexure relate to material RPTs with Novartis Pharma AG for purchase, transfer or receipt of products, goods, active pharmaceutical ingredients, materials, services and other obligations as approved by members under erstwhile Clause 49(VII)(E) of the Listing Agreement at the 67^th AGM of the Company held on July 23, 2015.

Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company has constituted a Risk Management Committee (‘RMC') to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks.

The RMC is supported by the Internal Risk Steering Committee, risk champions, and on some occasions, by an external risk advisory firm. The teams undertake assessments of internal and external risks, adopt the risk mitigation plan, and regularly monitor them in a structured and controlled environment. The Committee provides updates on risk management to the Risk Committee of the Board of Directors of the Company on a regular basis. There are no risks which, in the opinion of the Board, threaten the existence of your Company.

Details of the composition of the RMC and the Risk Management Policy, adopted by the Board, are provided in the Report on Corporate Governance, which forms part of this Report.

Deposits

During the year under review, your Company neither accepted nor renewed any deposits from the public, in terms of the provisions of Section 73 of the Companies Act, 2013, read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Insurance

The Company's properties, including buildings, plant and machinery, stocks, stores, etc., have been adequately insured against major risks.

Directors and Officers Insurance (D&O)

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

Particulars of Loans, Guarantees or Investments

As on March 31, 2025, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), (including any statutory modification(s)/ re-enactment(s)/ amendment(s) thereof for the time being in force), the dividend which remains unclaimed or unpaid for a period of seven consecutive years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund (‘IEPF') established by the Central Government. As per the IEPF Rules, the corresponding shares in respect of which dividend has not been paid or claimed by the members for seven (7) consecutive years or more shall also be transferred to the dematerialised account created by the IEPF authority within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (such as bonus, etc.), if any, accruing on such shares shall also be credited to such demat account and the voting rights on such shares shall remain frozen until the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPF authority can be claimed back by the member from IEPF authority by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of members to regularly claim the dividends declared by the Company. The said requirement does not apply to shares in respect of which there is a specific order of a court, tribunal or statutory authority, restraining any transfer of the shares.

During the year under review, the Company had transferred a sum of 25,64,060.00/- (Rupees Twenty-Five Lakh Sixty-Four Thousand Sixty Only) lying in the unpaid/ unclaimed dividend for the financial year 2016-17, to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, in compliance with the provisions laid down in IEPF Rules, the Company sent individual notices and also advertised in the newspapers seeking action from the members who had not claimed their dividends for seven (7) consecutive years or more and transferred all corresponding shares and dividend amounts remaining unclaimed for a period of seven (7) consecutive years till 2016-17 to the Demat Account of the IEPF. It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules. Members or claimants whose shares, unclaimed dividends, have been transferred to the IEPF demat account of the fund, as the case may be, may claim the shares or apply for a refund by making an application to IEPF Authority in form IEPF-5 (available on www.iepf.gov.in). The statement containing details of name, address, folio number, demat account number and number of shares transferred to IEPF demat account is made available on our website https://www.novartis.com/in-en/investors-corporate-governance/transfer-shares-iepf-demat-account The members are encouraged to verify their records and claim their dividends for the preceding seven years, if not claimed.

Board of Directors and Key Managerial Personnel

Appointment of Director

The Board of Directors of the Company at its meeting held on June 28, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Falin lshwarlal Majmudar (DIN: 10681030) as Additional Director (designated as Whole-Time Director) of the Company for a period of five (5) years, with effect from June 28, 2024 and shall be liable to retire by rotation.

The members approved the appointment of Mr. Falin Ishwarlal Majmudar as Whole-Time Director vide a Special Resolution passed at the 76^th Annual General Meeting of the Company held on July 31, 2024.

Re-Appointment of Independent Director

Mr. Sanker Parameswaran was appointed as Independent Director on June 22, 2020 for a period of Five (5) years, from June 22, 2020 to June 21, 2025. As his tenure was due for completion as on June 21, 2025, it was proposed to re-appoint Mr. Sanker Parameswaran for the further period of Five (5) years from June 22, 2025 to June 21, 2030 and the approval of Members shall be obtained by way of Postal Ballot. The Board of Directors, considering the recommendation of Nomination and Remuneration Committee approved his appointment at their meeting held on May 09, 2025 for the further period of Five (5) years from June 22, 2025 to June 21, 2030 subject to the approval of the members.

Re-Appointment of Director retiring by rotation

Mr. Falin Majmudar, Whole-Time Director, retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment subject to the approval of Members at the ensuing Annual General Meeting. His brief resume, nature of expertise, details of directorships held in other companies along with his shareholding in the Company, if any, as stipulated under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, form part of the Notice of the ensuing AGM.

Cessation and Resignation of Managing Director

Mr. Sanjay Murdeshwar, Vice Chairman and Managing Director of the Company ceased to be the Vice Chairman and Managing Director with effect from close of business hours of April 02, 2024.

The Board places on record its immense appreciation for his contribution to the Company.

Appointment of Company Secretary and Compliance Officer

Ms. Chandni Maru, Company Secretary and Compliance Officer was appointed to the said position by the Board of Directors at their meeting held on May 08, 2024.

Resignation of Company Secretary and Compliance Officer

Mr. Nikhil Malpani, Company Secretary and Compliance Officer of the Company ceased to be the Company Secretary and Compliance Officer with effect from the close of business hours of April 30, 2024.

Declarations by Independent Directors

The Company has received the necessary declarations from all the Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149(6) of the Act, read with Regulations 25(8) and 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with Schedule IV to the Act and the Company's Code of Conduct/ Ethics.

They have further confirmed that they are not aware of any circumstance or situation which exists, or may reasonably be anticipated, that could impair or impact their ability to discharge their duties. Furthermore, the Independent Directors have submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandate the inclusion of an Independent Director's name in the data bank of Indian Institute of Corporate Affairs (‘IICA') for a period of one year, or five years or lifetime till they continue to hold the office of an Independent Director.

Committees of Board; Meetings of the Board of Directors and Board Committees

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

During the year under review, the Board of Directors met six (6) times to transact various affairs of the Company. A detailed update on the Board, its composition, including a synopsis of terms of reference of various Board Committees, number of Board and Committee meetings held during the financial year 2024-25, and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Key Managerial Personnel (KMP):

In terms of the provisions of Section 203 of the Act, the following are the KMP of the Company as at the date hereof: Ms. Shilpa Joshi Whole-Time Director and Chief Financial Officer Mr. Falin Majmudar Whole-Time Director (Appointed with effect from June 28, 2024) Ms. Chandni Maru Company Secretary and Compliance Officer (Appointed with effect from May 08, 2024) The Company has in place a Nomination and Remuneration Policy (‘Policy'), which provides guidance on selection and nomination of Directors to the Board of the Company; appointment of the Senior Management Personnel of the Company; and remuneration of Directors, KMP, and other employees. The said Policy is also provided in the Report on Corporate Governance, which forms part of this Report, and is available on the website of the Company and can be accessed at: https://www.novartis.com/sites/novartis_in/files/NRC%20Policy.pdf

Performance Evaluation of the Board

Pursuant to the provisions of Section 178 read with Schedule IV of the Act and Regulation 17, read with Part D of Schedule II to the SEBI Listing Regulations, the Board of Directors has carried out the annual performance evaluation of its own performance, that of the Directors individually as well as working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management and Corporate Social Responsibility Committees.

A structured questionnaire was prepared for the Board evaluation process for the financial year 2024-25, covering various aspects of the Board's functioning, such as proper mix of competencies, sufficient diversity and review of the Company's business, financial performance, governance and compliance etc.

A separate exercise was carried out to evaluate the performance of individual Directors, who were assessed on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the stakeholders of the Company etc.

The Independent Directors of the Company met on April 10, 2025, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Chairperson, and Whole-Time Directors of the Company; and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors for the financial year 2024-25. The performance evaluation of the Independent Directors was carried out by the entire Board.

The final outcome of the Board evaluation process for the financial year 2024-25 was placed before the Board of Directors at its meeting held on May 09, 2025, and the Directors expressed their satisfaction with the evaluation process carried out.

Directors' Responsibility Statement

The audited financial statements of your Company for the year under review (‘financial statements) are in conformity with the requirements of the Act, read with the Rules made thereunder (‘Act'), and the applicable Accounting Standards. The financial statements fairly reflects the form and substance of transactions carried out during the year under review and reasonably present your Company's financial condition and results of operations.

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any; (b) appropriate accounting policies have been selected and applied consistently, and have 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, 2025, and of the profit of the Company for the year ended March 31, 2025; (c) 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; (d) the annual accounts have been prepared on a going concern basis; (e) proper internal financial controls were laid down and followed by the Company and such internal financial controls are adequate and were operating effectively; (f) proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Familiarization programme for Independent Directors

The Company keeps its directors informed of the activities of the Company, its management and operations and provides an overall industry perspective on issues being faced by industry, including changes in regulatory landscape, in a proactive manner. Details of familiarization programme provided to the Directors of the Company are available on the website of the Company at: https://www.novartis.com/in-en/media/document/10731

Auditors and auditors report

(i) Statutory Auditors, Auditors Report and Statutory Audit Fees:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W100022), were appointed as Statutory Auditors of the Company at the AGM held on July 29, 2022, for a term of five (5) years to hold office from the conclusion of the 74^th AGM till the conclusion of the 79^th AGM of the Company.

The Auditors' Report issued by M/s. B S R & Co. LLP to the members on the Financial Statement of the Company for the year ended March 31, 2025, does not contain any qualification, reservation or adverse remark. The said Report for the financial year ended March 31, 2025, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act. The Auditors' Report is enclosed with the Financial Statement in this Annual Report.

During the financial year 2024-25, the total fees for the statutory audit rendered by the Statutory Auditors are given below:

Auditors' Remuneration
(Excluding GST, where applicable)
	2024-25	2023-24
	BSR & Co LLP	BSR & Co LLP
Period	April 24 - March 25	April 23 - March 24
Audit Fees	7.1	6.9
Reimbursement of expenses	0.8	0.9
Total	7.9	7.8

(ii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Saraf & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as an Annexure D. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, as per the recent amendments in SEBI LODR Regulations, 2015 it is prescribed that the term for the appointment of Secretarial Auditor shall not exceed one term of five (5) consecutive years in case of an individual practicing Company Secretary, and for not more than two terms of five (5) consecutive years in case of a firm of Secretarial Auditors.

In this regard, it is proposed to appoint M K Saraf & Associates LLP, Company Secretaries (Firm Registration No. L2025MH018600 and Peer Review Certificate No. 6694/2025) for a period of five (5) consecutive years commencing from April 01, 2025, till March 31, 2030, at the Board Meeting held on May 09, 2025, subject to the approval of members at the ensuing Annual General Meeting.

The Board has received the consent and eligibility letter confirming their willingness to act as Secretarial Auditor and affirming that they are not disqualified from being appointed for the aforesaid term.

(iii) Cost records and Cost Audit:

Maintenance of cost records and the requirement of cost audit, as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company for the financial year 2024-25.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

Compliance with Secretarial Standards

During the financial year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Annual Secretarial Compliance Report

The Company has conducted an examination of all applicable compliances as per SEBI Listing Regulations and the Circulars/Guidelines issued thereunder, for the financial year 2024-25. The Annual Secretarial Compliance Report, issued by Saraf & Associates, Company Secretaries, is required to be submitted to the Stock Exchange within 60 days of the end of the financial year. The Report does not contain any qualification, reservation or adverse remark.

Energy, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption, and foreign exchange earnings/outgo, is included in Annexure E, annexed herewith.

Corporate Governance

Your Company has consistently adhered to the corporate governance guidelines and best practices to boost long-term shareholder value and to uphold minority rights. The Company considers it an inherent responsibility to disclose in a timely and accurate manner, all information regarding its operations and performance, as well as regarding leadership and governance within the Company.

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, the Report on Corporate Governance for the year under review is presented in a separate section and forms a part of this Annual Report. A certificate from Saraf and Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, also forms part of the Report on Corporate Governance.

Prohibition of Insider Trading

Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“PIT Regulations”), the Company has adopted Insider Trading Code to regulate, monitor and report trading by insiders. This Code applies to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are likely to have access to Unpublished Price Sensitive Information (“UPSI”) relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of UPSI' in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://www.novartis.com/in-en/sites/novartis_in/files/2022-02/code-of-practices-and-procedures-for-fair-disclosure-of-unpublished-price-sensitive-information.pdf

Business Responsibility and Sustainability Reporting ('BRSR')

In terms of amendment to regulation 34(2)(f) of the SEBI Listing Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, as amended from time to time, SEBI has mandated top 1000 listed companies by market capitalization to publish Business Responsibility and Sustainability Report (‘BRSR') based on nine (9) ESG principles. As Novartis India is amongst the top 1000 listed companies, it has prepared the BRSR, which is enclosed as Annexure F to this Annual Report.

Whistle-Blower Policy: Vigil Mechanism

Pursuant to Section 177 of the Act, read with Regulation 22 of the SEBI Listing Regulations, it is mandatory for every listed entity to formulate Vigil Mechanism (‘Whistle-Blower Policy') to enable the Directors and employees to report genuine concerns. The Company has implemented a Vigil Mechanism and Whistle-Blower Policy that provides for (a) adequate safeguards against victimization of people who avail the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism and Whistle-Blower Policy are made available on the website of the Company at: https://www.novartis.com/sites/novartis_in/files/Vigil%20Mechanism%20 %26%20Whistle%20Blower%20Policy_.pdf

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed thereunder. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All persons whether employed as permanent, contractual, temporary or trainees are covered under this Policy.

During the financial year 2024-25, no complaint was received by the Company related to sexual harassment. As on March 31, 2025 there are no complaints to be resolved.

Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended March 31, 2025, is available on the website of the Company at: https://www.novartis.com/in-en/investors/novartis-india-financials

Significant and material orders passed by the Regulators or Court

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Other Disclosures

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

The Company has not issued any shares with differential voting rights/ sweat equity shares.

There was no revision in the Financial Statements.

There has been no change in the nature of business of the Company as on the date of this Report.

No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions, along with the reasons thereof, is not applicable; and

The Company does not have any subsidiaries, associate companies and joint ventures for the year ended March 31, 2025.

Green Initiative

We request all the members to support the ‘Green Initiative' of the Ministry of Corporate Affairs and Company's ongoing commitment to a greener environment by consenting to receive the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/ RTA.

Cautionary Note

The statements forming part of the Board's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Various factors could cause the actual results, performances, or achievements of the Company to materially differ from any future results, performances, or achievements expressed or implied by such forward-looking statements.

Acknowledgement

The Board expresses its appreciation and places on record the contributions made by all stakeholders particularly employees, shareholders, customers, the medical fraternity, and all business partners, during the year under review. It also acknowledges the support received from the parent Company, Novartis AG.

Annexure A to the Board's Report

Details pertaining to remuneration as under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(A) The percentage increase in remuneration of each Director and Company Secretary during the financial year 2024-25, as may be applicable, and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under:

Name and Designation of Directors and Key Managerial Personnel	% increase/ (decrease) in remuneration in the financial year 2024- 2025 as compared to previous financial year	Ratio of the remuneration to median remuneration of the employees (MRE)
	2023-24
Executive Directors and Key Managerial
Personnel ('KMP')
Mr. Sanjay Murdeshwar^$	NA	NA
Vice Chairman and Managing Director
Ms. Shilpa Joshi	10%	1:6.8
Whole-Time Director and Chief Financial Officer
Mr. Falin Majmudar*	7%	1:6.0
Whole-Time Director
Non-Executive and Non-Independent Directors
Mr. Christopher Snook, Chairman	NA	NA
Non-Executive and Independent Directors
Ms. Sandra Martyres	NA	NA
Mr. Sanker Parameswaran	NA	NA
Ms. Gira Sardesai	NA	NA
KMP
Mr. Nikhil Malpani^@	NA	NA
Company Secretary and Compliance Officer
Ms. Chandni Maru^#	NA	NA
Company Secretary and Compliance Officer

^{$ Mr. Sanjay Murdeshwar, Vice Chairman and Managing
Director of the Company ceased as the Vice Chairman and Managing Director from the said
position from close of business hours of April 02, 2024

* Mr. Falin Majmudar, Whole-Time Director of the Company was
appointed as the Director w.e.f. June 28, 2024

@ Mr. Nikhil Malpani, Company Secretary and Compliance
Officer of the Company ceased to be the Company Secretary and Compliance Officer from
close of business hours of April 30, 2024.

# Ms. Chandni Maru, Company Secretary and Compliance
Officer was appointed as the Company Secretary and Compliance Officer w.e.f. May 08, 2024.

Note:

Remuneration paid to Independent Directors consists of only sitting
fees and commission in the financial year 2024-25 in accordance with Section 197 and other
applicable provisions of the Act, details of which are provided in the Report on Corporate
Governance forming part of this Annual Report. The percentage increase and ratio of
remuneration of Independent Directors are therefore not considered for the above purpose.
(B) The percentage increase in the median remuneration of employees in
the financial year: 5.5 per cent (C) The number of permanent employees on the rolls of the
Company as on the financial year end: 56 (D) The average percentile increase made in the
salaries of employees other than the managerial personnel in the financial year was 11.8
per cent, while the increase in the remuneration of managerial personnel was 5.5 per cent.
The increase in the salaries is basis the performance of the employees and the managerial
personnels and is in line with Company's Remuneration Policy.
(E) Affirmation that the remuneration is as per Nomination and
Remuneration Policy of the Company: Yes

Annexure B to the Board's Report

[Pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the
Companies (Corporate Social Responsibility) Rules, 2014]

ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

1. Brief outline on Corporate Social Responsibility (CSR) Policy of
Novartis India Limited ("the Company"):

The CSR Policy of the Company provides guidance on the vision,
principles and governance of its CSR initiatives. The focus areas of the Company's
CSR program are mainly pertaining to health, education and environment. More details of
the Company's Policy are available on the website at:
https://www.novartis.com/in-en/investors/novartis-india-corporate-policies
2. Composition of the CSR Committee and number of meetings
held/attended

Sr. No. Name of
Director
Designation/Nature of
Directorship
Number of meetings of CSR
Committee held during the year
Number of meetings of CSR
Committee attended during the year

1 Mr. Christopher Snook^#
Chairperson of the
Committee; Non Executive and Non Independent Director
2
2

2 Mr. Sanjay Murdeshwar*
Chairperson of the
Committee; Vice Chairman and Managing Director
NA
NA

3 Ms. Sandra Martyres
Member; Non Executive and
Independent Director
2
2

4 Ms. Shilpa Joshi
Member; Whole Time
Director and Chief Financial Officer
2
2

5 Mr. Falin Majmudar^@
Member; Whole Time Director
2
1

* Mr. Sanjay Murdeshwar, by virtue of his cessation as Director,
he also ceased to be the member of Corporate Social Responsibility Committee w.e.f. close
of business hours of April 02, 2024

# Mr. Christopher Snook, was appointed as a member and
Chairperson of the Committee w.e.f. April 03, 2024

@ Mr. Falin Majmudar was appointed as a member of the
Corporate Social Responsibility Committee w.e.f. October 08, 2024

3. The Composition of CSR Committee, CSR Policy and CSR Projects
approved by the Board are also disclosed on the website of the Company.

The web links are as follows: a) Composition of CSR Committee
https://www.novartis.com/in-en/sites/novartis_ in/files/charter-committees-21nov24.pdf b)
CSR Policy; and CSR Projects
https://www.novartis.com/in-en/investors/novartis-india-corporate-policies
4. Provide the executive summary along with web link(s) of
Impact Assessment of CSR projects carried out in pursuance of sub rule (3) of Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not
Applicable a) Average net profit of the company as per Section 135(5) of the Act: t
775.85 million b) Two percent of average net profit of the Company as per Section
135(5): t 15.52 million c) Surplus arising out of the CSR projects or
programs or activities of the previous financial years: NIL d) Amount required to be set
off for the financial year, if any: NIL
5. Total CSR obligation for the financial year [4(b) + 4(c) 4(d)]: t
15.52 million (a) Amount spent on CSR projects (both Ongoing Project and other than
Ongoing Project): t 15.52 million

(b) Amount spent on Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: Not
applicable (d) Total amount spent for the financial year [5(a)+5(b)+5(c)]: t 15.52
million (e) CSR amount spent or unspent for the financial year:

Total Amount

Amount Unspent~ in million)

Spent for the

Financial Year ~ in million)
Total Amount
transferred to Unspent CSR Account as per Section 135(6)
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5)

Amount (in ~ million)
Date of transfer
Name of the fund
Amount
Date of Transfer

15.52
0
NA
NA
NIL
NA

(f) Excess amount for set off, if any:

Sr. No. Particulars
Amount ~ in million)

(i) Two per cent of average net profit of
the Company as per Section 135(5)

(ii) Total amount spent for the financial
year

(iii) Excess amount spent for the
financial year [(ii) (i)]

(iv) Surplus arising out of
the CSR projects or programs or activities of the previous financial years, if any

(v) Amount available for set off in
succeeding financial years [(iii) (iv)]

6. Details of Unspent CSR amount for the preceding three
financial years:

Sr. No. Preceding Financial
Year
Amount transferred to
Unspent CSR Account under section
Balance amount in unspent
CSR Account under section 135(6)
Amount spent in the
Financial Year
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5), if any
Amount remaining to be spent
in succeeding financial years
Deficiency if any

135(6)

Amount (in?)
Date of transfer
(in~

1 FY 2024-25
0.00
0
0.07

0

2 FY 2023-24
0.07
0
0.00

0

3 FY 2022-23
0.00
0
2.04

0

4 FY 2021-22
2.04
0
0.00

0

TOTAL
2.11
0
2.11
-
-
0
-

7. Whether any capital assets have been created or acquired
through Corporate Social Responsibility amount spent in the financial year: No

8. Specify the reason(s), if the Company has failed to spend two
per cent of the Average Net Profit as per Section 135(5): Total obligation was allocated,
however, the delay in spends was owing to administrative matters by the non profit
partner. The unspent amount for the financial year 2023 24 was transferred to Unspent CSR
Account as per the CSR Rules:

Not Applicable

Annexure C to the Board's Report
FORM AOC-2

[Pursuant to Clause (h) of Sub section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars
of contracts/arrangements entered into by the Company with related parties referred to in
sub section (1) of Section 188 of the Act including certain arm's length transactions
under third proviso thereto.
1. Details of contracts or arrangements or transactions not at
arm's length basis during the financial year ended March 31, 2025

None

2. Details of material contracts or arrangements or transactions
at arm's length basis during the financial year ended March 31, 2025

Sr. No. Particulars
Details

(a) Name(s) of the related
party & nature of relationship
Novartis Pharma AG,
Basel, Switzerland Fellow subsidiary

(b) Nature of contracts/
arrangements/ transactions
Contract(s) for purchase,
transfer or receipt of products, goods, active pharmaceutical ingredients, materials,
services and other obligations. Under the erstwhile Clause 49(VII)(E) of the Listing
Agreement, the members approved such transactions up to a value of t 3,000 million
in each financial year at the 67^th AGM of the Company held on July 23, 2015.

(c) Duration of the
contracts/ arrangements/
Ongoing

(d) Salient terms of the
contracts or arrangements or transactions including the value, if any
The transactions under
the contract are in the ordinary course of business and at arm's length. The total
value of the transactions in the financial year was t 822.4 million.

(e) Date of approval by
the Board
Since these RPTs are in
the ordinary course of business and are at arm's length basis, approval of the Board
is not applicable. However, necessary approvals are granted by the Audit Committee in line
with ‘Policy for dealing with Related Party Transactions' adopted by the Board
of Directors, as may be applicable, from time to time.

(f) Amount paid as
advances, if any
None}