Your Directors'' take pleasure in presenting the 45^th Board''s Report of the Company, together with the Audited Financial
Statements (standalone and consolidated) for the Financial Year ended 31 March 2026.

1. FINANCIAL HIGHLIGHTS

The brief highlights of the Financial Statements (standalone and consolidated) of the Company for the Financial Year 2025-26
are as under:

The financial results and the results of operations, including
major developments and statement of affairs of the Company
have been discussed in detail in the Management Discussion
and Analysis Report.

The Financial Statements (standalone and consolidated)
have been prepared in accordance with the provisions of
the Companies Act, 2013 (“the Act”), Indian Accounting
Standards (“Ind AS”) and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), as amended
from time to time.

2. STATE OF COMPANY’S AFFAIRS

During the year under review, the Company continued
its operations in its ordinary course. The operational and

financial performance, amongst others is given in the
Management Discussion and Analysis Report, forming part
of the Annual Report.

3. DIVIDEND

Pursuant to Regulation 43A of the SEBI Listing Regulations, the
Company has formulated and adopted a Dividend Distribution
Policy (''the Policy''), setting out the broad principles for
guiding the Board and the management in matters relating to
declaration and distribution of dividend. The Policy is available
on the Company''s website at www.emcure.com.

The Board of Directors of the Company at its meeting
held on 05 May 2026, recommended a final dividend of
INR 3.60/- (i.e.,@36%) per Equity Share of INR 10/- each,
for the Financial Year ended 31 March 2026. The final

dividend is subject to the approval of the Members at the
ensuing Annual General Meeting (the “AGM”) and shall be
subject to deduction of income tax at source as per applicable
laws. The said dividend, if approved by the Members at the
ensuing AGM will be paid to those Members whose name
appears on the Register of Members (including Beneficial
Owners) of the Company as at the Record Date i.e. Friday,
04 September 2026.

4. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitment
affecting the financial position of the Company occurred
between the end of the Financial Year i.e. 31 March 2026
and the date of this Report.

5. SHARE CAPITAL & RESERVES

During the year under review, there was no change in the
authorised share capital of the Company. However, the
paid-up share capital of the Company was increased from
INR 189,48,33,470/- divided into 18,94,83,347 Equity Shares
of face value of INR 10/- each to INR 189,58,95,470/- divided
into 18,95,89,547 Equity Shares of face value of INR 10/-
each in following ways:

a) Allotment of 25,000 (Twenty Five Thousand) Equity
Shares of INR 10/- each of the Company to the eligible
employees, pursuant to “Emcure - Employee Stock
Option Scheme 2013” of the Company, upon exercise
of 25,000 vested options, on 12 June 2025.

b) Allotment of 56,500 (Fifty Six Thousand and
Five Hundred) Equity Shares of INR 10/- each of
the Company to the eligible employees, pursuant to
“Emcure - Employee Stock Option Scheme 2013” of the
Company, upon exercise of 56,500 vested options, on
29 September 2025.

c) Allotment of 7,700 (Seven Thousand and
Seven Hundred) Equity Shares of INR 10/- each of
the Company to the eligible employees, pursuant to
“Emcure - Employee Stock Option Scheme 2013” of the
Company, upon exercise of 7,700 vested options, on
16 December 2025.

d) Allotment of 17,000 (Seventeen Thousand) Equity
Shares of INR 10/- each of the Company to the eligible
employees, pursuant to “Emcure - Employee Stock
Option Scheme 2013” of the Company, upon exercise
of 17,000 vested options, on 03 March 2026.

The Equity Shares issued under the Emcure - Employee
Stock Option Scheme 2013 rank pari- passu with the existing
Equity Shares of the Company.

The Board of Directors has decided not to transfer any amount
to General Reserves, for the year under review.

6. EMPLOYEE STOCK OPTION SCHEME

The Company has formulated the Emcure - Employee
Stock Option Scheme 2013 (“Emcure ESOS 2013”), with an
objective to reward the employees for their performance, to
motivate them to contribute to the growth and profitability of
the Company and to promote culture of employee ownership
as well as to attract, retain, motivate and incentivize
the employees.

The certificate from the Secretarial Auditor of the Company
confirming that the aforesaid scheme has been implemented
in accordance with the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB Regulations”) along with the
resolution passed by the Members, would be available for
inspection by the Members during the forthcoming AGM of
the Company.

The disclosure as mandated under the SEBI SBEB
Regulations is set out in Annexure - I to this Report and is
available on website of the Company athttps://www.emcure.
com/wp-content/uploads/2026/08/Dis14-of-SEBI-SBEB-
Regulations-for-FY-2025-26.pdf. The details also form part
of Note No. 41 of the notes to accounts of the Standalone
Financial Statements of the Company.

7. CREDIT RATING(S)

The details of credit ratings as at the Financial Year ended
31 March 2026, are disclosed in the Corporate Governance
Report forming part of this Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

During the year under review, following wholly-owned
subsidiaries of the Company were incorporated:

a) Emcure Lifesciences Private Limited was incorporated
on 17 June 2025

b) Emcure Wellness Private Limited was incorporated on
03 July 2025

Further, the Company, had entered into Share Subscription and
Shareholders'' Agreement and Power Transfer Agreement(s)
dated 02 June 2025, acquiring stake in Torrent Urja 37
Private Limited, by virtue of which, Torrent Urja 37 Private
Limited became an Associate Company of the Company, in
accordance with the provisions of the Act. The Agreement was

entered to meet the energy requirements for facilities based
in the State of Gujarat.

Acquisition

During the year under review, the Company had entered into
Share Purchase Agreements with individual shareholders
of Zuventus Healthcare Limited (“Zuventus”), Subsidiary
Company for acquisition of total 4,095,180 Equity Shares,
constituting 20.42% of the total issued and paid up capital of
Zuventus, so as to make it a wholly-owned subsidiary of the
Company. Accordingly, the Company had acquired the said
Shares, thereby making Zuventus a wholly-owned subsidiary
of the Company w.e.f. 03 October 2025.

Further, subsequent to the year end and up to the date of
the Report, Mantra Pharma Inc., wholly-owned subsidiary of
Marcan Pharmaceuticals Inc., Canada, entered into Share
Purchase Agreement dated 01 April 2026 and successfully
completed the acquisition of 100% stake in Cutimed Inc which
simultaneously got merged with Mantra Pharma Inc., on the
same day.

As on 31 March 2026, the Company had 25 subsidiaries
(including direct & indirect) and 2 Associate Companies.
Pursuant to the provisions of Section 129(3) of the Act
read with the Companies (Accounts) Rules, 2014 and
in accordance with applicable Accounting Standards, a
statement containing the salient features of the Financial
Statements for the Financial Year ended 31 March 2026 of the
Company''s subsidiaries/associates in the prescribed Form
AOC-1 is annexed as Annexure-II to this Report.

In accordance with Section 136 of the Act, the Audited
Financial Statements and related information of the Company
and its subsidiaries, wherever applicable, are available on
the Company''s website: www.emcure.com. The same are
also available for inspection during the business hours on
all working days at the registered office of the Company in
electronic mode.

9. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has formulated a
“Policy for determining Material Subsidiaries” in conformity
with the provisions of SEBI Listing Regulations. The Policy is
available at Company''s website at www.emcure.com.

For the Financial Year 2025-26, Zuventus Healthcare Limited
and Tillomed Laboratories Limited are categorized as material
subsidiaries of the Company as per the thresholds laid
down under the SEBI Listing Regulations. The Company
has complied with all the legal requirements in respect of
material subsidiaries.

10. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Particulars of loans given, guarantees given, investments
made and securities provided, if any, under Section 186 of the
Act forms part of the Note No. 5, 6 and 37 of the Standalone
Financial Statements which forms part of the Annual Report.

11. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public
during the Financial Year under review, within the meaning of
Chapter V of the Act read with Rules made thereunder.

12. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has formulated a
“Related Party Transactions Policy” in conformity with the
provisions of the Act and the SEBI Listing Regulations. The
Policy, as approved by the Board, is available on the website
of the Company at www.emcure.com.

All related party transactions are placed before the Audit
Committee for their approval. Prior omnibus approval of the
Audit Committee is obtained annually for transactions that
are in the ordinary course of business and on an arm''s length
basis, of repetitive nature. The transactions entered pursuant
to the omnibus approval so granted along with the statement
giving details of all related party transactions are placed before
the Audit Committee for their review on a quarterly basis.

All requisite information, as required under the Industry
Standards on “Minimum Information to be provided for
review of the Audit Committee for approval of related party
transaction,” as issued by Industry Standards Forum, has
been duly placed before the Audit Committee for its review
and approval of the related party transactions.

All contracts / arrangements / transactions entered into by
the Company during the year under review with Related
Parties, were in the ordinary course of business and at
arm''s length basis. The Company had not entered into any
contract/ arrangements/ transactions with related parties
which could be considered material in accordance with the
SEBI Listing Regulations or the Related Party Transactions
Policy of the Company & which is required to be reported in
Form AOC-2. Particulars of contracts or arrangements with
the related parties based on criteria as prescribed under Rule
15(3)(b) of the Companies (Meetings of Board and its Powers)
Rules,2014, is forming part of this Report as Annexure - III
(Form AOC-2).

The details of contract/ arrangements/ transactions entered
into by the Company with Related Parties during the
Financial Year under review are set out in the Notes to the
Financial Statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations,
the Company has filed the reports on related party transactions
with the Stock Exchanges within statutory timelines.

13. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34(3) of the SEBI Listing Regulations,
the Management Discussion and Analysis Report for the
Financial Year 2025-26, has been presented in a separate
section forming part of the Annual Report.

14. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT (‘BRSR’)

In compliance with the Regulation 34(2)(f) of the SEBI
Listing Regulations read with SEBI Master Circular
HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated
30 January 2026, the Business Responsibility & Sustainability
Report for Financial Year 2025-26, describing the initiatives
taken by the Company under Environment, Social and
Governance (ESG) responsibilities, has been presented in a
separate section on Page no 101.

Further, in pursuance to aforementioned regulatory
requirements, the Company shall mandatorily undertake
reasonable assurance of BRSR Core. In compliance with
the above, the Company has appointed TUV Rheinland
India Pvt Ltd (TUV) as the assurance provider to undertake
reasonable assurance of BRSR Core for Financial Year ended
2025-26. The assurance report of TUV forms a part of the
Annual Report.

15. CORPORATE GOVERNANCE AND ANNUAL
SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the
SEBI Listing Regulations and the Act, a separate Corporate
Governance Report forms part of this Report and is annexed
as Annexure - IV.

The Company has obtained a Certificate from Practicing
Company Secretary confirming compliance with conditions
of Corporate Governance as stipulated under Clause E of
Schedule V of the SEBI Listing Regulations, which forms part
of this Report and is annexed as Annexure - V.

The Company has received a Certificate from Practicing
Company Secretary confirming that none of the Directors on
the Board of the Company have been debarred or disqualified
by MCA or SEBI or any such statutory authority from being
appointed / continuing as Director and the same is annexed
as Annexure - VI, which forms part of this Report.

The Annual Secretarial Compliance Report has been submitted
to the Stock Exchanges as required under Regulation 24A
of SEBI Listing Regulations. Further, during the Financial
Year 2025-26, no penalties, strictures were imposed on the
Company by Stock Exchange(s) or SEBI or any statutory
authority on any matter related to capital markets

16. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31 March 2026, your Board comprised of 10 Directors
including 5 (five) Executive Directors (including Managing
Director & CEO), 1 (one) Non-Executive & Non-Independent
Director and 4 (four) Non-Executive & Independent Directors
(including one woman Independent Director). The Board has
two women Directors as on 31 March 2026. The details of
Board and Committee compositions, tenure of Directors, areas
of expertise and other details are available in the Corporate
Governance Report, which forms part of this Report.

During Financial Year 2025-26, the following changes
took place in the Board composition:

Appointment(s)/ Re-appointment(s)

a) Mr. Vijay Gokhale (DIN: 09134089)

The Board, based on recommendation of the Nomination
and Remuneration Committee (“NRC”) and after evaluating
performance of Mr. Vijay Gokhale (DIN: 09134089) during
his first tenure as an Independent Director, recommended his
re-appointment as an Independent Director of the Company
for second term of 5 (five) consecutive years commencing
from 16 April 2026 till 15 April 2031. The same has been
approved by the Members through a Postal Ballot, on 20
March 2026.

b) Dr. Vidya Yeravdekar (DIN: 02183179)

The Board, based on recommendation of the NRC and
after evaluating performance of Dr. Vidya Yeravdekar
(DIN: 02183179) during her first tenure as an Independent
Director, recommended her re-appointment as an
Independent Director of the Company for second term of 3
(three) consecutive years commencing from 16 April 2026 till
15 April 2029. The same has been approved by the Members
through a Postal Ballot, on 20 March 2026.

c) Dr. Shailesh Ayyangar (DIN: 00268076)

The Board, based on recommendation of the NRC and
after evaluating performance of Dr. Shailesh Ayyangar
(DIN: 00268076) during his first tenure as an independent
Director, recommended his re-appointment as an
Independent Director of the Company for second term of 5
(five) consecutive years commencing from 02 June 2026 till
01 June 2031. The Board also recommended continuation of

his directorship upon him attaining the age of 75 years. The
same has been approved by the Members through a Postal
Ballot, on 20 March 2026.

Retirement by Rotation

Mrs. Namita Thapar (DIN: 05318899), Whole-time Director
of the Company, and Mr. Berjis Desai (DIN: 00153675), a
Non-Executive, Non-Independent Director of the Company,
are liable to retire by rotation at the ensuing AGM. The Board
of Directors of the Company, based on the recommendation
of the Nomination and Remuneration Committee, have
recommended their re-appointments.

Necessary disclosures as required under the Act, SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings
issued by the Institute of Company Secretaries of India, for the
above-mentioned appointment/re-appointments are provided
in the Notice of the 45^th AGM of the Company.

Subsequent to the year end and up to the date of the Report,
the following change took place in the Board composition:

Mr. C S Muralidharan (DIN: 00014740)

On the recommendation of the NRC, the Board appointed
Mr. C S Muralidharan (DIN: 00014740) as an Additional
(Non-Executive and Independent) Director of the Company
for a period of 3 (three) consecutive years commencing from
01 April 2026 till 31 March 2029. The same has been approved
by the Members through a Postal Ballot, on 24 April 2026.

Changes in Key Managerial Personnel

During the year under review, Mr. Chetan Sharma, tendered
his resignation as the Company Secretary and Compliance
Officer of the Company with effect from close of business
hours on 24 November 2025.

Ms. Amruta Yangalwar (Membership No. A25687) was
appointed as the Company Secretary and Compliance Officer
of the Company with effect from 04 February 2026.

Mr. Samit Mehta, Whole-time Director of the Company is
also a KMP of the Gennova Biopharmaceuticals Limited,
subsidiary company and also draws remuneration from the
subsidiary company.

17. DECLARATION BY INDEPENDENT
DIRECTORS

In accordance with Section 149(7) of the Act, each Independent
Director has confirmed to the Company that he or she meets
the criteria of independence as laid down in Section 149(6) of
the Act, and is in compliance with Rule 6(3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 and
Regulation 16(1)(b) of the SEBI Listing Regulations. Further,
each Independent Director has affirmed compliance to the

Code of Conduct for Independent Directors as prescribed in
Schedule IV of the Act. The Board has taken on record such
declarations after due assessment of their veracity.

18. FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7)
of the SEBI Listing Regulations, the Company periodically
conducts Familiarisation Programme(s) for the Independent
Directors to familiarise them with the Company, their roles,
rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model etc. The
details of the Familiarisation Programme are available on the
website of the Company at www.emcure.com.

19. BOARD MEETINGS

During the year under review, the Board of Directors of the
Company met 6 (six) times. The details of the Board meetings
including their attendance and composition are provided in
the Corporate Governance Report, which forms a part of
this Report.

20. COMMITTEES OF THE BOARD

As on 31 March 2026, the Board has 5 (five)
statutory Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee.

The details of the Board and Committee meetings including
their attendance and composition are provided in the Corporate
Governance Report, which forms a part of this Report.

21. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Company has framed a Policy for
performance evaluation of Independent Directors, Board,
Committees, and other individual Directors, which includes
criteria for performance evaluation of the Non-Executive
Directors and Executive Directors.

During the year, in terms of requirements under Schedule
IV of the Act and Regulation 25(3) of the SEBI Listing
Regulations, a separate meeting of the Independent Directors
was held wherein the performance of the Non-Independent
Directors, performance of the Board as a whole (including
the Committees) and also that of the Managing Director and
Chairman was carried out in terms of the provisions of the

Act. Performance evaluation of Independent Directors was
carried out by the entire Board of Directors, excluding the
director being evaluated.

22. INTERNAL FINANCIAL CONTROLS

The Company has established a comprehensive internal
controls framework. This framework encompasses procedures
and mechanisms that are pivotal in augmenting operational
efficiency and effectiveness, curtailing risks and expenditures,
and fostering enhanced decision-making and accountability.

In alignment with the National Financial Reporting Authority
(“NFRA”) Circular dated 07 January 2026, the Company has
further institutionalized a structured two-way communication
framework between the Board, acting as “Those Charged
with Governance” (“TCWG”), and the Statutory Auditors
to facilitate timely communication and evaluation of
significant audit matters, key audit observations, and internal
control deficiencies.

During the year, effectiveness of internal financial
controls is ensured through management reviews, control
self-assessment and independent testing by the Internal
Audit Team.

23. RISK MANAGEMENT

The Company has in place a risk management framework for
identification and management of risks.

Pursuant to Regulation 21(4) read with para C (1) of Part D
of Schedule II of the SEBI Listing Regulations, the Company
has constituted a Risk Management Committee comprising
of members of the Board of Directors. The terms of reference
of the Committee and composition thereof including details
of meetings held during the Financial Year 2025-26 forms
part of the Corporate Governance Report, which forms part
of this Report.

Additional details relating to Risk Management are provided
in the Management Discussion and Analysis Report forming
part of this Report.

24. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy (the
“Policy”) for the stakeholders to report genuine concerns/
grievances. No personnel of the Company have been denied
access to the Chairperson of the Audit Committee. The Policy
provides for adequate safeguards against the victimisation of
the employees who use the vigil mechanism. The Policy is
available on the website of the Company at www.emcure.com.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
(''POSH Act'') read with Rules made thereunder, the Company has constituted Internal Committee(s). In order to build awareness
in this area, the Company has been conducting necessary trainings in the organization on an ongoing basis.

26. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules,
2014, (as amended), the Board has constituted a Corporate
Social Responsibility (“CSR”) Committee. The composition,
terms of reference of the CSR Committee and meetings held
during the year is provided in the Corporate Governance
Report, which forms a part of this Report.

The Board of Directors of the Company has adopted a CSR
Policy on the recommendation of the CSR Committee and the
CSR Policy has been amended from time to time to ensure
its continued relevance and to align it with the amendments
to applicable provisions of law. The CSR activities are
undertaken in accordance with the said Policy. The CSR

policy of the Company is available on the website of the
Company at www.emcure.com.

The Annual Report on CSR activities containing details of
expenditure incurred by the Company and brief details on the
CSR activities during the year are provided as Annexure - VII
to this Report.

27. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Act and Regulation 19 read
with Schedule II Part D of the SEBI Listing Regulations, the
Nomination and Remuneration Committee of the Company
has formulated the criteria for identification and Board
nomination of the suitable candidates as well as the Policy

on remuneration for Directors, Key Managerial Personnel and
Senior Management of the Company. The Nomination and
Remuneration Policy as approved by the Board is available
on the website of the Company at www.emcure.com.

28. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The prescribed particulars of employees required under
Section 197 (12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in Annexure - VIII to
this Report. Further, the information pursuant to Rule 5(2)
& 5(3) of the aforesaid Rules, pursuant to the names and
other particulars of employees is available for inspection at
the registered office of the Company during business hours.
Any Member interested in obtaining a copy of the same may
write to the Company Secretary and Compliance Officer of the
Company either at the Registered/ Corporate Office address
or by email to: [email protected].

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

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

30. AUDITORSa) Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants
(FRN 101248W/W-100022), have been re-appointed as
the Statutory Auditor of the Company for a period of 5 (five)
years at the 41^st AGM of the Company to hold office till the
conclusion of the 46^th AGM of the Company.

The Auditors'' Report provided by M/s. B S R & Co. LLP for the
Financial Year ended 31 March 2026, is enclosed along with
the Financial Statements in the Annual Report. The Auditors''
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

The Auditors have confirmed the Company that their continued
appointment for the Financial Year 2026-27 is within the limits
prescribed under Section 141 of the Act.

b) Secretarial Auditors

M/s. SVD & Associates, Company Secretaries, Pune, a Peer
Reviewed Firm of Company Secretaries in Practice (UIN
P2013MH031900 and Peer Review No. 6357/2025), was
appointed to conduct the Secretarial Audit for a period of 5
(five) consecutive years at the 44^th AGM of the Company to
hold office till the conclusion of the 49^th AGM of the Company.

The Secretarial Audit Report issued by M/s. SVD & Associates,
for the Financial Year 2025-26, confirms that the Company
has complied with the provisions of the applicable laws and
does not contain any observation or qualification requiring
explanation or comments from the Board under Section
134(3) of the Act. The report in Form MR-3 is annexed as
Annexure - X(A) to this Report.

M/s SVD & Associates have confirmed the Company that their
continued appointment is within the limits prescribed under
the Act and SEBI Listing Regulations.

Secretarial Audit Report of Material Subsidiaries

Pursuant to Regulation 24A(1) of the SEBI Listing Regulations,
Secretarial Audit of Zuventus Healthcare Limited (“Zuventus”),
a material subsidiary of the Company was undertaken by
M/s. Manish Ghia & Associates, Company Secretaries,
(Unique ID No. P2006MH007100) and the Secretarial Audit
Report issued by them are annexed as Annexure - X(B) to
this Report. The said Report of Zuventus do not contain any
qualification, reservation or adverse remark.

c) Cost Auditors

As per Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to
maintain cost records and accordingly, such accounts and
records are maintained by the Company.

In terms of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Board, on the
recommendation of the Audit Committee, had appointed
M/s. B. M. Sharma & Co. (Firm Registration no. 000219),
Cost Accountants, as Cost Auditor of the Company, to conduct
the audit of Company''s cost records for the Financial Year
2025-26.

The Board on the recommendation of the Audit Committee
has re-appointed M/s. B. M. Sharma & Co. (Firm Registration
no. 000219), Cost Accountants, as Cost Auditor of the
Company to conduct the audit of Company''s cost records for
the Financial Year 2026-27.

As per the provisions of the Act, the remuneration payable to
the Cost Auditor is required to be placed before the Members
in a General Meeting for their ratification. Accordingly, a
resolution seeking Members'' ratification for the remuneration
payable to M/s. B. M. Sharma & Co., Cost Auditors, for the
Financial Year 2026-27, is placed before the Members at the
ensuing AGM of the Company.

31. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORY OR COURTS

There was no significant or material order passed by any
regulator or court or tribunal which would impact the status of
the Company as a going concern and the operations in future.

32. 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, a copy of the Annual Return
for the Financial Year 2025-26, can be accessed on the
Company''s website athttps://www.emcure.com/wp-content/
uploads/2026/08/Annual-Return-FY-2025-26.pdf.

33. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India, as amended from time to time.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act,
it is confirmed that the Directors have:

a) in the preparation of the annual accounts for the year
ended 31 March 2026, followed applicable accounting
standards and there was no material departure from the same;

b selected appropriate accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs as at 31 March 2026, and of the profit of
the Company for the financial year ended on that date;

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

d) prepared the annual accounts of the Company on a
going concern basis;

e) laid down adequate internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and

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

35. HUMAN RESOURCES DEVELOPMENT

The Company places great value on its human resources,
considering them as vital assets essential for the Company''s
growth. The Company actively engages with its employees to
enhance their skills and knowledge. Moreover, the Company
is committed to building its brand reputation to attract and
retain top talent in the industry. Throughout the period,
employee relations remained positive and cooperative across
all levels, reflecting the Company''s ongoing efforts to maintain
such healthy relationships in the future. As of 31 March 2026,
the Company has employed 6914 permanent employees &
workers on the payroll across all its locations.

36. INDUSTRIAL RELATIONS

Industrial Relations for the period under review continued to
be cordial.

37. MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the applicable provisions
relating to the Maternity Benefits Act, 1961.

38. DIFFERENCE IN VALUATION

The Company has never made any one-time settlement
against the loans obtained from banks and financial institution
and hence this clause is not applicable.

39. OTHER DISCLOSURES

1. There was no instance of fraud during the year under
review, which required the Statutory Auditor to report to
the Audit Committee and / or the Board under Section
143(12) of the Act read with Rules framed thereunder.

2. There was no change in the nature of the Business.

3. There was no instance wherein the Company failed
to implement any corporate action within the statutory
time limit.

4. There are no proceedings initiated/ pending against
your Company under the Insolvency and Bankruptcy
Code, 2016

5. Details as prescribed under section 134 of the Act
read with Rules made thereunder, applicable to the
Company, have been specifically given in this Report,
wherever applicable.

6. The Company has appointed Ms. Amruta Yangalwar,
Company Secretary & Compliance Officer as Nodal
Officer of the Company to deal with matters concerning
Investor Education and Protection Fund (IEPF).

40. ACKNOWLEDGEMENTS

The Board of Directors acknowledge the valuable guidance
and continued support extended by the government and
other regulatory authorities, Company''s customers, business
partners, distributors, suppliers, medical professionals,
Banks, financial institutions and other Stakeholders. Your
Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees
of the Company.

The Directors also wish to express their gratitude to the
investors for the faith that they continue to repose in
the Company.

For and on behalf of the Board of Directors
EMCURE PHARMACEUTICALS LIMITED

BERJIS DESAI

Date : 05 May 2026 CHAIRMAN

Place: Pune DIN: 00153675

Your Directors'' take pleasure in presenting the 44^th Board''s Report of the Company, together with the Audited Financial Statements
(standalone and consolidated) for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The brief highlights of the Financial Statements (standalone and consolidated) of the Company for the Financial Year 2024-25 are as
under:

The financial results and the results of operations, including major
developments and statement of affairs of the Company have been
discussed in detail in the Management Discussion and Analysis
Report.

The Financial Statements (standalone and consolidated) have been
prepared in accordance with the provisions of the Companies Act,
2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended from time to time.

2. STATE OF COMPANY''S AFFAIRS

During the year under review, the Company continued its
operations in its ordinary course. The operational and financial
performance, amongst others is given in the Management
Discussion and Analysis Report, forming part of the Annual Report.

During the year under review, the Company''s Equity Shares got
listed on the Stock Exchanges viz. National Stock Exchange of India
Limited and BSE Limited (''Stock Exchanges'') through an initial public
offering on July 10, 2024.

3. INITIAL PUBLIC OFFERING

During the year under review, the Company has successfully
completed its Initial Public Offering ("IPO") comprising of fresh

issue of 79,46,231 Equity Shares and an offer for sale of 1,14,28,839
Equity Shares of face value of Rs. 10 each for cash price of
Rs. 1,008/- per Equity Share including a premium of Rs. 998/- per
Equity Share, aggregating total offer to Rs. 19,520.27 million.

The Equity Shares of the Company were listed on National Stock
Exchange of India Limited and BSE Limited (''Stock Exchanges'') on
July 10, 2024. The issue was led by book running lead managers, viz.
Kotak Mahindra Capital Company Limited, Axis Capital Limited,
Jefferies India Private Limited and J.P. Morgan India Private Limited.

Your Directors would like to thank the Merchant Bankers, legal
counsels and other Stakeholders for their support to the Company
in achieving a successful IPO and listing.

Your Directors extend their heartfelt gratitude to the Shareholders
for investing/subscribing for the Equity Shares in the IPO and
reposing their continuous trust and faith in the Company and its
management.

4. DIVIDEND

Pursuant to Regulation 43A of SEBI Listing Regulations, the
Company has formulated and adopted a Dividend Distribution
Policy (''the Policy''), setting out the broad principles for guiding the
Board and the management in matters relating to declaration and
distribution of dividend. The Policy is available on the Company''s
website at www.emcure.com

The Board of Directors of the Company at its meeting held on
May 22, 2025, recommended a final dividend of Rs. 3/- (i.e.,@30%)
per Equity Share of Rs. 10/- each, for the Financial Year ended

March 31, 2025. The final dividend is subject to the approval of the
Members in the ensuing Annual General Meeting (the "AGM") and
shall be subject to deduction of income tax at source as per
applicable laws. The said dividend, if approved by the Members at
the ensuing AGM will be paid to those Members whose name
appears on the Register of Members (including Beneficial Owners)
of the Company as at the Record Date i.e. August 14, 2025.

5. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitment affecting
the financial position of the Company occurred between the end of
the Financial Year i.e. March 31, 2025 and the date of this report.

6. SHARE CAPITAL & RESERVES

During the year under review, there was no change in the
authorised share capital of the Company. However, the paid-up
share capital of the Company was increased from
Rs. 181,15,21,160/- divided into 18,11,52,116 Equity Shares of face
value of Rs. 10/- each to Rs. 189,48,33,470/- divided into
18,94,83,347 Equity Shares of face value of Rs. 10/- each in
following ways:

a) Allotment of 79,46,231 (Seventy Nine Lacs Forty Six
Thousand Two Hundred and Thirty One) Equity Shares of Rs.
10/- each under Initial Public offer of the Company on July 08,
2024.

b) Allotment of 3,33,500 (Three Lacs Thirty Three Thousand
and Five Hundred) Equity Shares of Rs. 10/- each of the
Company to the eligible employees, pursuant to "Emcure -
Employee Stock Option Scheme 2013" of the Company, upon
exercise of 3,33,500 vested options on November 22, 2024.

c) Allotment of 51,500 (Fifty One Thousand and Five Hundred)
Equity Shares of Rs. 10/- each of the Company to the eligible
employees, pursuant to "Emcure - Employee Stock Option
Scheme 2013" of the Company, upon exercise of 51,500 vested
options on March 24, 2025.

The Board of Directors has decided not to transfer any amount to
General Reserves, for the year under review.

7. STATEMENT OF DEVIATION(S) OR VARIATION(S)

During the year under review and in pursuance to Regulation 32 of
the SEBI Listing Regulations, there was no deviation(s) or
variation(s) in the utilization of proceeds raised through IPO as
mentioned in the objects stated in the Offer Documents of the
Company. Details of utilisation of IPO proceeds are disclosed in
Note No. 57 of Standalone Financial Statements.

8. EMPLOYEE STOCK OPTION SCHEME

The Company has formulated the Emcure - Employee Stock Option
Scheme 2013 ("Emcure ESOS 2013"), with an objective to reward
the employees for their performance, to motivate them to
contribute to the growth and profitability of the Company and to

promote culture of employee ownership as well as to attract, retain,
motivate and incentivize the employees.

The Emcure ESOS 2013 is in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended from time to time
("SEBI SBEB Regulations") and have also been ratified by the
Members of the Company on December 23, 2024, through Postal
Ballot.

The certificate from the Secretarial Auditor of the Company
confirming that the aforesaid scheme has been implemented in
accordance with the SEBI SBEB Regulations along with the
resolution passed by the Members, would be available for
inspection by the Members during the forthcoming AGM of the
Company.

The disclosure as mandated under the SEBI SBEB Regulations is
available on website of the Company at www.emcure.com. The
details also form part of Note No. 45 of the notes to accounts of the
Standalone Financial Statements of the Company.

The disclosure in compliance with Regulation 14 of the SEBI SBEB
Regulations in relation to Emcure ESOS 2013, are set out in
Annexure - I to this Report.

9. CREDIT RATING(S)

The details of credit ratings as at the Financial Year ended
March 31, 2025, are disclosed in the Corporate Governance Report
forming part of this Report.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, Emcutix Biopharmaceuticals Limited
("Emcutix"), a wholly-owned subsidiary of the Company was
incorporated on October 03, 2024. Emcutix is engaged in the
business of developing and marketing innovative solutions in both
therapeutic and aesthetic dermatology.

Further, the Company, together with its subsidiary, Gennova
Biopharmaceuticals Limited, had entered into Share Subscription
and Shareholders'' Agreement dated July 25, 2024 and Power
Purchase Agreement(s), acquiring stake in Sunsure Solarpark
Twelve Private Limited, by virtue of which, Sunsure Solarpark Twelve
Private Limited became an Associate Company of the Company, in
accordance with the provisions of the Act. The Agreement was
entered to meet the energy requirements for facilities based in the
State of Maharashtra.

As on March 31, 2025, the Company had 23 subsidiaries (including
direct & indirect) and 1 Associate Company, pursuant to the
provisions of the Act. Pursuant to the provisions of Section 129(3) of
the Act read with the Companies (Accounts) Rules, 2014 and in
accordance with applicable Accounting Standards, a statement
containing the salient features of the Financial Statements for the
Financial Year ended March 31, 2025 of the Company''s
subsidiaries/associates in the prescribed Form AOC-1 is annexed as
Annexure-II to this Report.

In accordance with Section 136 of the Act, the Audited Financial
Statements and related information of the Company and its
subsidiaries, wherever applicable, are available on the Company''s
website: www.emcure.com. The same are also available for
inspection during the business hours on all working days at the

registered office of the Company in electronic mode.

11. MATERIAL SUBSIDIARIES

The Board of Directors of the Company has formulated a "Policy for
determining Material Subsidiaries" in conformity with the provisions
of SEBI Listing Regulations. The Policy is available at Company''s
website at www.emcure.com.

For the Financial Year 2024-25, Zuventus Healthcare Limited,
Tillomed Laboratories Limited, and Emcure Pharma UK Ltd. are
categorized as material subsidiaries of the Company as per the
thresholds laid down under the SEBI Listing Regulations. The
Company has complied with all the legal requirements in respect of
material subsidiaries.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, guarantees given, investments made and
securities provided, if any, under Section 186 of the Act forms part
of the Note Nos. 5 and 6 of the Standalone Financial Statements
which forms part of the Annual Report.

13. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during
the Financial Year under review.

14. RELATED PARTY TRANSACTIONS

During the year under review, the Company has revised its "Related
Party Transactions Policy" in accordance with the recent
amendments under the SEBI Listing Regulations. The Company''s
Related Party Transactions Policy, as approved by the Board, is
available on the website of the Company at www.emcure.com.

All other contracts / arrangements / transactions entered into by
the Company during the year under review were in the ordinary
course of business and at arm''s length basis. The Company had not
entered into any contract/ arrangements/ transactions with related
parties which could be considered material in accordance with the
SEBI Listing Regulations or the Related Party Transactions Policy of
the Company and which is required to be reported in Form AOC-2.
Particulars of contracts or arrangements with the related parties as
referred to in sub-section (1) of Section 188 of the Act is forming
part of this Report as Annexure - III (Form AOC-2).

All related party transactions are placed before the Audit
Committee for their approval. Prior omnibus approval of the Audit
Committee is obtained annually for transactions that are in the
ordinary course of business and on an arm''s length basis, of
repetitive nature. The transactions entered pursuant to the omnibus
approval so granted along with the statement giving details of all
related party transactions are placed before the Audit Committee
for their review on a quarterly basis.

The details of contract/ arrangements/ transactions entered into by
the Company with Related Parties during the Financial Year under
review are set out in the Notes to the Financial Statements.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) of the SEBI Listing Regulations, the

Management Discussion and Analysis Report for the Financial Year
2024-25, has been presented in a separate section forming part of
the Annual Report.

16. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing
Regulations and the Act, a separate Corporate Governance Report
forms part of this Report and is annexed as Annexure- IV.

The Company has obtained a Certificate from Practicing Company
Secretary confirming compliance with conditions of Corporate
Governance as stipulated under Clause E of Schedule V of the SEBI
Listing Regulations, which forms part of this Report and is annexed
as Annexure V.

The Company has received a Certificate from Practicing Company
Secretary confirming that none of the Directors on the Board of the
Company have been debarred or disqualified by MCA or SEBI or
any such statutory authority from being appointed / continuing as
Director and the same is annexed as Annexure VI, which forms part
of this Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Board comprised of 10 Directors
including 5 Executive Directors (including Managing Director &
CEO), 1 Non-Executive & Non-Independent Director and 4
Non-Executive & Independent Directors (including one woman
Independent Director). The details of Board and Committee
compositions, tenure of Directors, areas of expertise and other
details are available in the Corporate Governance Report, which
forms part of this Report.

During Financial Year 2024-25, the following changes took place in
the Board composition:

Appointment(s)/ Re-appointment(s)

Based on the recommendation of Nomination and Remuneration
Committee ("NRC") and Board of Directors, Mrs. Namita Thapar
(DIN: 05318899) was re-appointed as Whole-time Director of
the Company with effect from July 28, 2024, for a period of five
(5) years, liable to retire by rotation, in the 43rd AGM of the
Company held on June 05, 2024.

Cessation(s)/ Resignation(s)

Mr. Samonnoi Banerjee (DIN: 06874206) resigned as a
Non-Executive & Non-Independent Director of the Company with
effect from close of business hours on November 23, 2024. Your
Directors places on record their sincere appreciation for his
invaluable contribution and guidance during his tenure as
Non-Executive & Non-Independent Director of the Company.

Retirement by Rotation

Mr. Samit Mehta (DIN: 00332562) and Mr. Sunil Mehta
(DIN: 00118469), Whole-time Directors of the Company, are
liable to retire by rotation at the ensuing AGM and being eligible
have offered themselves for re-appointment. Resolutions seeking
Members'' approval for their re-appointment forms part of Notice
of the ensuing AGM, as recommended by the NRC and the Board.

Necessary disclosures as required under the Act, SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings

issued by the Institute of Company Secretaries of India, for the
above-mentioned re-appointments are provided in the Notice of
the 44th AGM of the Company.

Changes in Key Managerial Personnel

During the year under review, there were no changes in the Key
Managerial Personnel ("KMP") of the Company.

Mr. Samit Mehta, Whole-time Director of the Company is also a
KMP of the subsidiary company and draws remuneration from
the subsidiary company.

18. DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Act, each Independent
Director has confirmed to the Company that he or she meets the
criteria of independence as laid down in Section 149(6) of the Act,
and is in compliance with Rule 6(3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 and
Regulation 16(1)(b) of the SEBI Listing Regulations. Further, each
Independent Director has affirmed compliance to the Code of
Conduct for Independent Directors as prescribed in Schedule IV of
the Act. The Board has taken on record such declarations after due
assessment of their veracity.

19. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

In compliance with the requirements of Regulation 25(7) of the
SEBI Listing Regulations, the Company periodically conducts
Familiarisation Programme(s) for the Independent Directors to
familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
Company operates, business model etc. The details of the
Familiarisation Programme are available on the website of the
Company at: www.emcure.com.

20. BOARD MEETINGS

During the year under review, the Board of Directors of the
Company met seven (7) times. The details of the Board meetings
including their attendance and composition are provided in the
Corporate Governance Report, which forms a part of this Report.

21. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 5 (five) statutory Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders'' Relationship Committee;

d) Risk Management Committee; and

e) Corporate Social Responsibility Committee.

The details of the Board and Committee meetings including their
attendance and composition are provided in the Corporate
Governance Report, which forms a part of this Report.

The Company had also constituted IPO Committee for matters
related to Initial Public Offering of the Company, which was
dissolved during the year under review.

22. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Company has framed a Policy for performance
evaluation of Independent Directors, Board, Committees, and other
individual Directors, which includes criteria for performance
evaluation of the Non-Executive Directors and Executive Directors.

During the year, in terms of requirements under Schedule IV of the
Act and Regulation 25(3) of the SEBI Listing Regulations, a separate
meeting of the Independent Directors was held wherein the
performance of the Non-Independent Directors, performance of
the Board as a whole (including the Committees) and also that of
the Managing Director and Chairman was carried out in terms of
the provisions of the Act. Performance evaluation of Independent
Directors was carried out by the entire Board of Directors, excluding
the director being evaluated.

23. INTERNAL FINANCIAL CONTROLS

The Company has established a comprehensive internal controls
framework. This framework encompasses procedures and
mechanisms that are pivotal in augmenting operational efficiency
and effectiveness, curtailing risks and expenditures, and fostering
enhanced decision-making and accountability.

During the year, effectiveness of internal financial controls is
ensured through management reviews, control self-assessment and
independent testing by the Internal Audit Team.

24. RISK MANAGEMENT

The Company has in place a risk management framework for
identification and management of risks.

Pursuant to Regulation 21(4) read with para C (1) of Part D of
Schedule II of the SEBI Listing Regulations, the Company has
constituted a Risk Management Committee comprising members of
the Board of Directors. The terms of reference of the Committee
and composition thereof including details of meetings held during
the Financial Year 2024-25 forms part of the Corporate Governance
Report, which forms part of this Report.

Additional details relating to Risk Management are provided in the
Management Discussion and Analysis Report forming part of this
Report.

25. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy (the "Policy")
for the stakeholders to report genuine concerns/grievances. The
Policy provides for adequate safeguards against the victimisation of
the employees who use the vigil mechanism. The Policy is available
on the website of the Company at: www.emcure.com.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'')
read with Rules made thereunder, the Company has constituted Internal Complaints Committee(s). In order to build awareness in this area,
the Company has been conducting necessary trainings in the organization on an ongoing basis.

* One case which was received during the quarter ended March 31, 2024 has been disposed-off during the quarter ended June 30, 2024.

27. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In terms of the provisions of Section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, (as
amended), the Board has constituted a Corporate Social
Responsibility ("CSR") Committee. The composition, terms of
reference of the CSR Committee and meetings held during the year is
provided in the Corporate Governance Report, which forms a part of
this Report.

The Board of Directors of the Company has adopted a CSR Policy on
the recommendation of the CSR Committee and the CSR Policy has
been amended from time to time to ensure its continued relevance
and to align it with the amendments to applicable provisions of law.
The CSR activities are undertaken in accordance with the said Policy.
The CSR policy of the Company is available on the website of the
Company at: www.emcure.com.

The Annual Report on CSR activities containing details of expenditure
incurred by the Company and brief details on the CSR activities
during the year are provided as Annexure - VII to this Report.

28. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Act and Regulation 19 read with
Schedule II Part D of the SEBI Listing Regulations, the Nomination and
Remuneration Committee of the Company has formulated the
criteria for identification and Board nomination of the suitable
candidates as well as the Policy on remuneration for Directors, Key
Managerial Personnel and Senior Management of the Company. The
"Nomination and Remuneration Policy" as approved by the Board is
available on the website of the Company at: www.emcure.com.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under
Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in Annexure - VIII to this Report. Further, the
information pertaining to Rule 5(2) & 5(3) of the aforesaid Rules,
pertaining to the names and other particulars of employees is
available for inspection at the registered office of the Company

during business hours. Any Member interested in obtaining a copy of
the same may write to the Company Secretary and Compliance
Officer of the Company either at the Registered/ Corporate Office
address or by email to: [email protected].

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

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

31. AUDITORS

a) Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants (FRN 101248W/
W-100022), have been re-appointed as the Statutory Auditor of
the Company for a period of 5 (five) years at the 41” AGM of the
Company to hold office till the conclusion of the 46^th AGM of the
Company.

The Auditors'' Report provided by M/s. B S R & Co. LLP for the
Financial Year ended March 31, 2025, is enclosed along with the
Financial Statements in the Annual Report. The Auditors'' Report
does not contain any qualification, reservation, adverse remark or
disclaimer.

The Auditors have confirmed the Company that their continued
appointment for the Financial Year 2025-26 is within the limits
prescribed under Section 141 of the Act.

b) Secretarial Auditors

M/s. SVD & Associates, Company Secretaries, Pune, a Peer
Reviewed Firm of Company Secretaries in Practice
(UIN P2013MH031900 and Peer Review No. 6357/2025), was
appointed by the Board to conduct the Secretarial Audit for the
Financial Year ended March 31, 2025.

The Secretarial Audit Report issued by M/s. SVD & Associates, for
the Financial Year 2024-25, confirms that the Company has
complied with the provisions of the applicable laws and does
not contain any observation or qualification requiring
explanation or comments from the Board under Section 134(3)
of the Act. The report in Form MR-3 is annexed as Annexure X(A)
to this Report.

The Annual Secretarial Compliance Report has been submitted
to the Stock Exchanges as required under Regulation 24A of
SEBI Listing Regulations. Further, during the Financial Year
2024-25, no penalties, strictures were imposed on the
Company by Stock Exchange(s) or SEBI or any statutory
authority, on any matter related to capital markets.

Pursuant to provisions of Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, read with Rules made
thereunder, the Board of Directors at its meeting held on
May 22, 2025 have approved the appointment of M/s SVD &
Associates, Company Secretaries, Pune, a Peer Reviewed Firm
of Company Secretaries in Practice (UIN P2013MH031900 and
Peer Review No. 6357/2025), as the Secretarial Auditor of the
Company for a term of five (5) consecutive years, commencing
from Financial Year 2025-26 subject to approval of the
Members of the Company at the ensuing Annual General
Meeting. Resolutions seeking Members'' approval for their
appointment forms part of Notice of the ensuing AGM.

M/s SVD & Associates has consented to act as the Secretarial
Auditor of the Company and confirmed that the appointment,
if approved, would be within the limits prescribed under the Act
and SEBI Listing Regulations and further confirmed that they
are not disqualified to be appointed as the Secretarial Auditor
under the applicable provisions of the Act read with Rules made
thereunder, and SEBI Listing Regulations.

Secretarial Audit Report of Material Subsidiaries

Pursuant to Regulation 24A(1) of the SEBI Listing Regulations,
Secretarial Audit of Zuventus Healthcare Limited ("Zuventus"), a
material subsidiary of the Company was undertaken by
M/s. Manish Ghia & Associates, Company Secretaries, (Unique
ID No. P2006MH007100) and the Secretarial Audit Report
issued by them are annexed as Annexure - X(B) to this Report.
The said Report of Zuventus do not contain any qualification,
reservation or adverse remark.

c) Cost Auditors

As per Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to
maintain cost records and accordingly, such accounts and
records are maintained by the Company.

In terms of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Board, on the
recommendation of the Audit Committee, had appointed
M/s. B. M. Sharma & Co. (Firm Registration no. 000219), Cost
Accountants, as Cost Auditor of the Company, to conduct the
audit of Company''s cost records for the Financial Year 2024-25.

The Board on the recommendation of the Audit Committee has
re-appointed M/s. B. M. Sharma & Co. (Firm Registration no.
000219), Cost Accountants, as Cost Auditor of the Company to
conduct the audit of Company''s cost records for the Financial
Year 2025-26.

As per the provisions of the Act, the remuneration payable to
the Cost Auditor is required to be placed before the Members in
a General Meeting for their ratification. Accordingly, a
resolution seeking Members'' ratification for the remuneration
payable to M/s. B. M. Sharma & Co., Cost Auditors, for the
Financial Year 2025-26, is placed before the Members at the
ensuing AGM of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORY OR COURTS

There was no significant or material order passed by any regulator or
court or tribunal which would impact the status of the Company as a
going concern and the operations in future.

33. 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, a copy of the Annual Return for the
Financial Year 2024-25, can be accessed on the Company''s website
at: www.emcure.com.

34. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, as amended
from time to time.

35. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act, it is
confirmed that the Directors have:

a) in the preparation of the annual accounts for the year ended March
31, 2025, followed applicable accounting standards and there was
no material departure from the same;

b) selected appropriate accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs as at March 31, 2025, and of the profit of the
Company for the financial year ended on that date;

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

d) prepared the annual accounts of the Company on a going concern
basis;

e) laid down adequate internal financial controls to be followed by
the Company and that such internal financial controls are
adequate and operating effectively; and

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

36. HUMAN RESOURCES DEVELOPMENT

The company places great value on its human resources, considering
them as vital assets essential for the Company''s growth. The
Company actively engages with its employees to enhance their skills
and knowledge. Moreover, the Company is committed to building its
brand reputation to attract and retain top talent in the industry.
Throughout the period, employee relations remained positive and
cooperative across all levels, reflecting the Company''s ongoing efforts
to maintain such healthy relationships in the future. As of March 31,
2025, the Company has employed 6,731 permanent employees on
the payroll across all its locations.

37. INDUSTRIAL RELATIONS

Industrial Relations for the period under review continued to be
cordial.

38. OTHER DISCLOSURES

1. The Company had entered into a royalty-free voluntary licensing
agreement with Gilead Sciences Ireland UC, part of California, to
manufacture and supply generic versions of Lenacapavir.

2. The Company had inaugurated its state-of-the-art Formulation
Research and Development (R&D) Centre near Tapovan Circle,
Ahmedabad, on January 23, 2025, strategically designed to
enable breakthroughs in complex drug delivery systems, such as
sustained-release formulations, Liposomal injections and
advanced dermal therapies. The new R&D facility is designed to
accelerate pharmaceutical innovation with state-of-the-art
laboratories and advanced equipment for each of the dosage
forms.

3. There was no instance of fraud during the year under review, which
required the Statutory Auditor to report to the Audit Committee
and / or the Board under Section 143(12) of the Act read with Rules
framed thereunder.

4. There was no change in the nature of the Business.

5. There are no proceedings initiated/ pending against your Company
under the Insolvency and Bankruptcy Code, 2016 and there is no
instance of one-time settlement with any Bank or Financial
Institution.

6. Details as prescribed under section 134 of the Act read with Rules
made thereunder, applicable to the Company, have been
specifically given in this Report, wherever applicable.

39. DIFFERENCE IN VALUATION

The Company has never made any one-time settlement against the
loans obtained from banks and financial institution and hence this
clause is not applicable.

40. ACKNOWLEDGEMENTS

The Board of Directors acknowledge the valuable guidance and
continued support extended by the government and other regulatory
authorities, Company''s customers, business partners, distributors,
suppliers, medical professionals, Banks, financial institutions and other
Stakeholders. Your Directors would also like to take this opportunity to
express their appreciation for the dedicated efforts of the employees
of the Company.

The Directors also wish to express their gratitude to the investors for
the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Emcure Pharmaceuticals Limited

Berjis Desai

Date: May 22, 2025 Chairman

Place: Pune DIN: 00153675

Data Not Available