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Directors Report of Piramal Enterprises Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 76^th Annual Report on the business and operations of Piramal Enterprises Limited (''the Company'' or ''PEL'') and the Audited Financial Statements for the financial year ended March 31, 2023.

Particulars	Consolidated FY2022 FY2023 (Restated)		(? in Crores) Standalone FY2022 FY2023 (Restated)
Interest Income	7,798.62	7,522.78	1,736.47	1,910.05
Other Operating Income	1,135.68	202.72	3,007.61	384.32
Total Operating Income	8,934.30	7,725.50	4,744.08	2,294.37
Less: Interest Expense	4,041.18	4,281.72	729.86	1,283.46
Net Interest Income	4,893.12	3,443.78	4,014.22	1,010.91
Other Income	152.44	185.39	51.91	101.68
Total Income, net of interest expenses	5,045.56	3,629.17	4,066.13	1,112.59
Less: Operating expenses	2,214.84	1,171.75	333.86	317.89
Pre-Provision Operating Profit	2,830.72	2,457.42	3,732.27	794.70
Less: Loan Loss Provisions & FV losses/(Gains)	5,295.06	829.92	1,333.59	(392.74)
Profit Before Tax	(2,464.34)	1,627.50	2,398.68	1,187.44
Current & Deferred Tax	(3,978.05)	406.19	(22.40)	213.04
Profit After Tax (PAT)	1,513.71	1,221.31	2,421.08	974.40
Share of net profits from Associates and Joint Ventures#	388.61	593.85	-	-
PAT Before Exceptional Items	1,902.32	1,815.16	2,421.08	974.40
Exceptional (Expenses) / Gains	8,066.26	(152.92)	11,912.22	(10.20)
PAT After Exceptional Items	9,968.58	1,662.24	14,333.30	964.20
Profit from Discontinuing Operations (net of tax)	-	336.53	-	33.48
Reported Net Profit after Tax	9,968.58	1,998.77	14,333.30	997.68
Other comprehensive income for the year (net of tax)
- Continuing Operations	131.21	(25.80)	145.57	28.36
- Discontinuing Operations	-	98.74	-	-
Total Comprehensive Income for the year	10,099.79	2,071.71	14,478.87	1,026.04
Basic EPS per share ( C per share)	417.68	80.70	600.56	41.87
Diluted EPS per share ( C per share)	416.30	80.40	598.58	41.71

# Income under Share of Associates and Joint Ventures primarily includes Group''s share of net profits/(loss), as per the applicable accounting standards.

Note:

In terms of the sanction of the Composite Scheme of Arrangement by Hon''ble National Company Law Tribunal, the prior period comparative figures for standalone and consolidated financials i.e. for FY 2022 are restated in this report, to reflect as per the requirements of Appendix A to Ind AS 103.

DIVIDEND

The Board has recommended a dividend of C31 (Rupees Thirty-One only) i.e. @ 1,550 % per equity share of the face value of C2 each for the financial year ended March 31, 2023.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://www.piramal.com/investor/piramal-enterprises-limited/ corporate-governance/policies-code-and-compliances/

The dividend declared by the Company for the financial year ended March 31, 2023 is in compliance with the Dividend Distribution Policy of the Company.

CHANGE IN NATURE OF BUSINESS

Pursuant to the sanction of the Composite Scheme of Arrangement amongst the Company, Piramal Pharma Limited, Convergence

Chemicals Private Limited, Hemmo Pharmaceuticals Private Limited, PHL Fininvest Private Limited (''PFPL'') and their respective shareholders and creditors (''the Scheme'') by the Hon''ble National Company Law Tribunal, Mumbai Bench (''Hon''ble NCLT''), vide its order dated August 12, 2022 and upon the Scheme becoming effective, PFPL, a wholly owned subsidiary and Systemically Important Non-Deposit taking Non-Banking Financial Company (''NBFC''), merged with the Company and as a result, the Company is a NBFC after grant of license by the Reserve Bank of India (''RBI'') dated July 21, 2022 which was received on July 26, 2022 enabling the Company to commence the business of non-banking financial institution without accepting public deposits. As a NBFC, the Company is having its primary activities of lending and investment.

TRANSFER TO RESERVES

The Company has transferred an amount of C484.27 Crores to the Statutory Reserves as required under Section 45-IC of the Reserve Bank of India Act, 1934.

SHARE CAPITAL

During the year under review, there was no change in the issued and paid-up share capital of the Company. As at March 31, 2023, the issued share capital of the Company stood at C47,73,76,546 made up of 23,86,88,273 equity shares of C2 each and subscribed and paid up share capital of the Company stood at C47,73,27,400 consisting of 23,86,63,700 equity shares of face value of C2 each fully paid.

Pursuant to the sanction of the Scheme, the authorised share capital of the Company increased from C155,00,00,000 to C5155,00,00,000 by creation of additional 25,00,00,00,000 equity shares of C2 each on account of clubbing of authorised share capital of PFPL with that of the Company.

CAPITAL ADEQUACY

The Company''s capital adequacy ratio was at 43.63% as on March 31, 2023 as against the statutory minimum capital adequacy of 15% prescribed by RBI.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of the financial statements of subsidiaries, joint venture and associates companies in Form AOC-1 is attached to the financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www. piramal.com/investor/piramal-enterprises-limited/financial-reports/ subsidiarv-annual-reports/.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2023

Composite Scheme of Arrangement amongst the Company, Piramal Pharma Limited (''PPL''), Convergence Chemicals Private Limited (''CCPL''), Hemmo Pharmaceuticals Private Limited (''HPPL'') and PHL Fininvest Private Limited (''PFPL'')

The Hon''ble NCLT vide its order dated August 12, 2022 had sanctioned the Composite Scheme of Arrangement amongst the Company, PPL, CCPL, HPPL, PFPL and their respective shareholders and creditors (''the Scheme''). The appointed date of the Scheme was April 1, 2022 and the Scheme became effective from August 18, 2022. Consequently, the demerged undertaking i.e. the pharma business stood transferred to PPL and PFPL has been merged with the Company thereby resulting into segregation of the financial services and pharmacueticals businesses.

In accordance with the Scheme, the shareholders of the Company were allotted 4 equity shares of C10 each of PPL for every 1 equity share of C2 each of the Company, as on the record date of September 1, 2022.

The amalgamation of PFPL into the Company has been accounted for under the ''pooling of interest'' method referred to in Appendix C of Ind AS 103 - Business Combinations and other accounting principles

prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as amended and notified under Section 133 of the Act, as prescribed by the Scheme. Accordingly, all assets and liabilities and other reserves of PFPL (Transferor under the Scheme) as on the appointed date of the Scheme have been aggregated with those of the Company at their respective book values.

Through this Scheme, there is a simplification of the corporate structure and the shareholders of the Company directly own shares in both the listed entities i.e. PEL and PPL, without any cross-holdings and minority stakes.

The demerger of the pharma business created one of India''s largest listed diversified NBFC, having significant presence across both retail and wholesale financing, offering multiple retail products through a technology-driven platform.

On completion of the demerger, both PEL and PPL have a greater focus and ability to pursue accelerated growth. It created an optimal capital structure for each business. It gave both the entities the ability to independently pursue growth plans organically and inorganically. The demerger firmly empowered both entities to be future-ready and enabling them to independently pursue their growth strategies with sharper focus and identity.

Divestment of stake in Piramal Holdings (Suisse) SA

In December 2022, agreement was executed by the Company divesting its entire stake in Piramal Holdings (Suisse) SA (''PHSA''), a non-operative, non-material wholly owned subsidiary of the Company to Heather Investment in Commercial Enterprises & Management Co. LLC, UAE for a consideration of USD 200,436. Consequent to the divestment, PHSA ceased to be wholly owned subsidiary of the Company.

Acquisition of PRL Agastya Private Limited

Piramal Capital & Housing Finance Limited (''PCHFL''), a wholly owned subsidiary of the Company acquired 100% stake in PRL Agastya Private Limited (''PRL Agastya''), promoter group company for a consideration of C90 Crores, consequent to which, PRL Agastya has become a wholly owned subsidiary of PCHFL.

Restructuring of Shriram Group

Pursuant to the restructuring of Shriram Group, PEL received shares in multiple Shriram group companies. PEL own 8.34% in Shriram Finance Limited which is the listed entity. PEL also owns 20% stake in each of the three holding companies namely Shriram GI Holdings Private Limited, Shriram LI Holdings Private Limited and Shriram Investment Holdings Limited. Pursuant to this, PEL effectively owns 13.33% in Shriram General Insurance Company Limited and 14.91% in Shriram Life Insurance Company Limited.

Re-classification of Promoter Group entities of the Company

BSE Limited and National Stock Exchange of India Limited vide their respective letters dated March 23, 2023, had granted their approval for re-classification of Kosamba Glass Deco Private Limited, Ansa Deco Glass Private Limited and The Address Makers Developers Private Limited from ''Promoter Group'' category to ''Public'' category of the Company.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There are no significant events after the balance sheet date.

OPERATIONS REVIEW Standalone

Total income from continuing operations on a standalone basis for FY 2023, increased by 100.16% to C4,795.99 Crores as compared to C2,396.05 Crores in FY 2022. Earnings before interest, taxes, depreciation and amortisation (''EBITDA'') for FY 2023 on a standalone basis from continuing operations increased by 26% to C3,151.54 Crores as compared to C2,493.02 Crores in FY 2022. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was C14,333.30 Crores as compared to C997.68 Crores in FY 2022. Basic and Diluted Earnings per share from continuing and discontinuing operations was C600.56 and C598.58 respectively for the year as compared to C41.87 and C41.71 respectively per share during the previous year.

Consolidated

The Company''s consolidated income increased by 14.86% to C9,086.74 Crores in FY 2023 as compared to C7,910.89 Crores in FY 2022. EBITDA for FY 2023 on a consolidated basis from continuing operations decreased by 72% to C1,699.72 Crores as compared to C5,983.50 Crores in FY 2022. Net Profit for the year after exceptional items and taxes from continuing and discontinuing operations was C9,968.58 Crores as compared to C1,998.77 Crores in FY 2022. Basic and Diluted Earnings per share from continuing and discontinuing operations was C417.68 and C416.30 respectively for the year as compared to C80.70 and C80.40 respectively per share during the previous year.

A detailed discussion on operations for the year ended March 31, 2023 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES Piramal Dutch IM Holdco B.V.

The total income for FY 2023 was at C43.82 Crores. Profit before tax for the year was at C43.25 Crores. Piramal Dutch IM Holdco B.V. reported a net profit after tax of C43.25 Crores for the year. As on the date of this report, Piramal Dutch IM Holdco B.V. is under liquidation.

Piramal Capital & Housing Finance Limited (Formerly known as Dewan Housing Finance Corporation Limited) [Consolidated]

Piramal Capital & Housing Finance Limited (Consolidated) includes financials of:

i. DHFL Investments Limited

ii. DHFL Advisory & Investments Private Limited

iii. DHFL Holdings Limited

iv. Piramal Payments Services Limited

v. Piramal Finance Sales and Services Private Limited

vi. PRL Agastya Private Limited

vii. DHFL Venture Trustee Company Limited

viii. Pramerica Life Insurance Limited

Consolidated income for FY 2023 was at C6,669.15 Crores. Consolidated loss before tax and after exceptional items for the year was at C12,793.52 Crores. Piramal Capital & Housing Finance Limited (Consolidated) reported a net loss of C7,401.36 Crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (Consolidated) includes financials of Indiareit Investment Management Co., Piramal Asset Management Private Limited, Singapore and Asset Resurgence Mauritius Manager. The total income for FY 2023 was at C20.34 Crores. Loss before tax and after exceptional items for the year was at C9.08 Crores. Piramal Fund Management Private Limited (Consolidated) reported a net loss of C9.77 Crores for the year. As on the date of this report, Piramal Asset Management Private Limited, Singapore is under liquidation.

Piramal Securities Limited

Income from operations for FY 2023 was at C0.37 Crores. Loss before depreciation and tax for the year was at C0.98 Crores. Piramal Securities Limited reported a net loss of C0.98 Crores for the year.

Viridis Power Investment Managers Private Limited

Viridis Power Investment Managers Private Limited ceased to be subsidiary of the Company and reported negligible loss for FY 2023 upto the date of it being struck - off.

Viridis Infrastructure Investment Managers Private Limited

Viridis Infrastructure Investment Managers Private Limited reported negligible loss for FY 2023.

Piramal Holdings (Suisse) SA

During the year under review, Piramal Holdings (Suisse) SA (''PHSA'') ceased to be a subsidiary of the Company and up to the date of divestment its total income was at C0.05 Crores. Loss before tax for the year was at C2.94 Crores and PHSA reported a net loss of C2.99 Crores.

Piramal Consumer Products Private Limited

The total income for FY 2023 was at C0.74 Crores. Profit before interest, depreciation and tax for the year was at C0.62 Crores. Piramal Consumer Products Private Limited reported a net profit of C0.32 Crores for the year.

Piramal Systems & Technologies Private Limited [Consolidated]

Piramal Systems & Technologies Private Limited (Consolidated) includes financials of Piramal Technologies SA (''PTSA''). Total income for FY 2023 amounted to C0.04 Crores. Loss before tax for the year was at C0.74 Crores. Piramal Systems and Technologies Private Limited (Consolidated) reported a net loss of C0.77 Crores for the year. As on the date of this report, PTSA is under liquidation.

PEL Finhold Private Limited

PEL Finhold Private Limited recorded total income of C0.10 Crores for FY 2023. Profit before depreciation and tax for the year was at C0.08 Crores. PEL Finhold Private Limited reported a net profit of C0.06 Crores for the year.

Piramal Alternatives Private Limited (Formerly known as Piramal Asset Management Private Limited)

The total income for FY 2023 was at C6.62 Crores. Loss before depreciation and tax for the year was at C30.62 Crores. Piramal Alternatives Private Limited reported a net loss of C31.51 Crores for the year.

Piramal Investment Advisory Services Private Limited

The total income for FY 2023 was at C0.66 Crores. Profit before depreciation and tax for the year was at C0.45 Crores. Piramal Investment Advisory Services Private Limited reported a net profit of C0.13 Crores for the year.

Shrilekha Business Consultancy Private Limited

The Company had an effective 74.95% equity stake in Shrilekha Business Consultancy Private Limited. Share of profit of Shrilekha Business Consultancy Private Limited considered in consolidation of the Company for FY 2023 amounts to C259.73 Crores up to the date of pronouncement of order passed by Hon''ble National Company Law Tribunal, Chennai Bench with respect to the sanction of the Composite Scheme of Arrangement and Amalgamation of Shriram Group.

Piramal International

As on the date of this report, Piramal International is under liquidation.

JOINT VENTURES AND ASSOCIATE COMPANIES

Investment in joint ventures and associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company''s share of post-acquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

India Resurgence ARC Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of loss of India Resurgence ARC Private Limited considered in consolidation for FY 2023 amounts to C1.52 Crores.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments. Share of loss of India Resurgence Asset Management Business Private Limited considered in consolidation for FY 2023 amounts to C4.72 Crores.

India Resurgence Fund - Scheme 2, is a Category II, SEBI registered AIF which is managed by India Resurgence Asset Management Business Private Limited, a 50:50 joint venture between the Company and Bain Capital Credit India Investments. The Company''s share of profit of C78.59 Crores in India Resurgence Fund - Scheme 2 has been considered in consolidation for FY 2023.

Asset Resurgence Mauritius Manager is a joint venture between Bain Capital Credit Member LLC and Piramal Fund Management Private Limited. Share of profit of Asset Resurgence Mauritius Manager considered in consolidation for FY 2023 amounts to ?1.30 Crores.

Pramerica Life Insurance Company Limited (formerly known as DHFL Pramarica Life Insurance Company Limited) is a joint venture between DHFL Investments Limited, a wholly-owned subsidiary of Piramal Capital & Housing Finance Limited and Prudential International Insurance Holdings Ltd., a wholly owned subsidiary of Prudential Financial, Inc. Share of profit of Pramerica Life Insurance Company Limited considered in consolidation for FY 2023 amounts to C20.96 Crores.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NBFC, has not accepted any deposits from the public during the year under review.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W-100010), were appointed as the Statutory Auditors of the Company by the Members at the 75^th Annual General Meeting (''AGM'') held on July 29, 2022, for a term of 3 (three)

consecutive years to hold office from the conclusion of 75^th AGM until the conclusion of the 78^th AGM of the Company, to be held in the calendar year 2025.

Pursuant to the receipt of the NBFC license and commencing the business as a NBFC, the Company was required to appoint a Joint Statutory Auditor along with M/s. Suresh Surana & Associates LLP, existing Statutory Auditor, in line with the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 issued by RBI (''RBI Guidelines'').

Accordingly, Bagaria & Co LLP (Firm Registration No.: 113447W/ W-100019), Chartered Accountants were appointed as one of the Joint Statutory Auditor of the Company for a period of three consecutive years i.e. until the conclusion of the 78^th AGM of the Company, to be held in calendar year 2025, as approved by the Members through Postal Ballot on December 11, 2022, in terms of the provisions of Sections 139 and 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the aforementioned RBI Guidelines.

The Joint Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2023. The notes on financial statements referred to in the Joint Statutory Auditors'' Report are self-explanatory and do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (''CSR'') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure B of this Report.

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

Particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given as Annexure C to this Report.

ANNUAL RETURN

The Annual Return for FY 2023 is available on the website of the Company at https://www.piramal.com/investor/overview.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company at the 75^th AGM held last year, approved appointment of Mr. Rajiv Mehrishi (DIN: 00208189) as an Independent Director, not liable to retire by rotation, for a term of 5 (five) years with effect from May 26, 2022 to May 25, 2027.

The Board of Directors of the Company (''Board'') had based on the recommendation of Nomination and Remuneration Committee (''NRC'') and subject to approval of the Members, approved appointment of Mr. Gautam Doshi (DIN: 00004612) as an Additional Director and also as an Independent Director, not liable to retire by rotation, for a term of 5 (five) years i.e. from October 31, 2022 to October 30, 2027.

In accordance with Regulation 17(1C) of the SEBI Listing Regulations, with effect from January 1, 2022, approval of the shareholders for appointment of a person on the Board of Directors is required to be

obtained either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. The approval of the shareholders of the Company was required within three months for appointment of Mr. Gautam Doshi. The Company received approval of its Members on December 11, 2022 through Postal Ballot, for appointment of Mr. Gautam Doshi as an Independent Director on the Board of the Company.

Ms. Nandini Piramal (DIN: 00286092) held the position of Whole-Time Director, a Key Managerial Personnel (''KMP'') in both PEL and PPL. Upon the sanction of the Scheme by Hon''ble NCLT and on completion of allotment and listing of its equity shares on the Stock Exchanges, PPL ceased to be a subsidiary of the Company. As per Section 203(3) of the Act, a whole-time KMP cannot hold office in more than one company except in its subsidiary company at the same time. Hence, Ms. Nandini Piramal stepped down from the position of Whole-Time Director & KMP of PEL with effect from August 26, 2022 and continues to serve as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Further, the following Directors resigned during the year under review:

1. Mr. Khushru Jijina as an Executive Director of the Company with effect from August 31, 2022;

2. Mr. N. Vaghul as an Independent Director of the Company with effect from close of business hours on November 9, 2022.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Khushru Jijina and Mr. N. Vaghul during their tenure as Directors of the Company.

In line with the provisions of the Act and the Articles of Association of the Company, Mr. Vijay Shah (DIN: 00021276) will retire by rotation at the ensuing 76^th AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 76^thAGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs.

The Board on the recommendation of the NRC and Audit Committee (erstwhile Audit & Risk Management Committee) had approved appointment of Mrs. Upma Goel as the Chief Financial Officer (''CFO'') and cessation of Mr. Vivek Valsaraj as CFO with effect from the date of the Scheme being effective. On sanction of the Scheme by the Hon''ble NCLT and upon filing the certified copy of the Order with the Registrar of Companies on August 18, 2022, the effective date of appointment of Mrs. Upma Goel and date of cessation of Mr. Vivek Valsaraj as CFO of the Company is August 18, 2022.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, seven Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

During the year under review, the Company commenced the business as a NBFC pursuant to which the Whistle Blower Policy of the Company was amended to align it with the applicable RBI Guidelines/Master Circulars. The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at https:// www.piramal.com/investor/piramal-enterprises-limited/corporate-governance/policies-code-and-compliances/.

AUDIT COMMITTEE

The Audit Committee comprises of the following as on March 31, 2023:

Name	Category
Mr. Rajiv Mehrishi - Chairman*	Non-Executive, Independent
Mr. Gautam Doshi*	Non-Executive, Independent
Mr. Puneet Dalmia*	Non-Executive, Independent
*Appointed with effect from October 31, 2022

The Company earlier had a combined Audit & Risk Management Committee which discharged functions of both the Committees. During the year under review, consequent to the Company commencing business as a NBFC regulated by RBI, the Audit & Risk Management Committee was re-constituted and the nomenclature was changed to Audit Committee and a separate Risk Management Committee (''RMC'') of the Board was constituted, thereby segregating the functions of both the Committees and further details of RMC are given in the Report on Corporate Governance forming part of this Annual Report. Mr. N. Vaghul, ceased to be Chairman, Mr. S. Ramadorai and Mr. Suhail Nathani ceased to be members of the erstwhile Audit & Risk Management Committee effective October 31, 2022.

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has approved a Nomination Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of directors.

During the year under review, on account of the Company commencing the business as a NBFC, the Board on the recommendation of the NRC approved amendment to the Remuneration Policy, effective April 1, 2023 in line with the RBI Guidelines on Compensation of Key Managerial Personnel (''KMP'') and Senior Management in NBFCs, dated April 29, 2022.

The Nomination Policy and the amended Remuneration Policy are given in Annexure D to this Report and is available on the website of the Company at https://www.piramal.com/investor/piramal-enterprises-limited/corporate-governance/policies-code-and-compliances/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being an NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempted from the disclosures regarding particulars of loans made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act.

The details with regards to the investments made by the Company, are given in Note no. 6 of the standalone financial statements, forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis. There were no material related party transactions by the Company during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transaction with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.piramal.com/investor/piramal-enterprises-limited/ corporate-governance/policies-code-and-compliances/.

ii. The median remuneration of employees of the Company during FY 2023 was C24,70,000$;

iii. In the financial year, there was 399% increase in the median remuneration of employees⁵;

iv. There were 180 permanent employees on the rolls of the Company as on March 31, 2023$;

v. Average percentage increase made in the salaries of employees other than the managerial personnel during FY 2023 was -8%. As regards, comparison of Managerial Remuneration of FY 2023 over FY 2022, details of the same are given in the above table at Sr. No. (i)$;

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

$Consequent to the Composite Scheme of Arrangement approved by the Hon''ble National Company Law Tribunal by order dated August 12, 2022, the Company''s pharmaceuticals business has been demerged into Piramal Pharma Limited, thus resulting in a decrease in the number of permanent employees on the payroll of the Company. Accordingly, the information in Sr. Nos. (ii), (iii), (iv), and (v) above has changed significantly in FY 2023.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ASSET LIABILITY MANAGEMENT (''ALM'')

The Company had a total borrowing of ?8715.26 Crores on March 31, 2023. The Company has a robust Asset Liability Management Committee and meetings are held as and when required and it continuously monitors asset-liability mismatches to ensure that there are no imbalances on either side of the balance sheet. The ALM position of the Company is based on the maturity buckets as per the guidelines issued by RBI, from time to time.

COST AUDIT

Pursuant to the sanction of the Scheme, the Company has ceased to be a pharmaceutical company from the appointed date of April 1, 2022. Accordingly, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Act read with the applicable rules made thereunder are not applicable in respect of the business activities of the Company as a NBFC.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI had introduced new requirements for sustainability reporting by listed entities. The new reporting called the Business Responsibility and Sustainability Report (''BRSR'') has replaced the existing Business Responsibility Report. In terms of the aforesaid amendment, with

Requisite details relating to ESOPs are available on the Company''s website at https://www.piramal.com/investor/overview.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed N.L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the SEBI Listing Regulations, Piramal Capital & Housing Finance Limited, material subsidiary of the Company has undertaken secretarial audit for the financial year 2022-23. The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation or adverse remark and is attached as Annexure E1 to this Report

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from N.L Bhatia & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the SEBI Listing Regulations forms part of the Annual Report. The requisite certificate from N.L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed hereto as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management framework to identify, measure, manage and mitigate business and oppurtunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level.

The Company also has a well-defined Fraud Risk Management framework and the Fraud Risk Management Committee comprising of top management representatives oversees the matters related to fraud risk.

Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, effect from the financial year 2022 -2023, reporting of BRSR is made mandatory for the top 1000 listed companies (by market capitalisation).

The BRSR of the Company for FY 2023 as required under SEBI Listing Regulations is enclosed with this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (''POSH ACT'')

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (''ICC'') under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations.

The policy is gender neutral. During the year under review, 1 (One) complaint with allegation of sexual harassment was filed with ICC, detailed investigation was carried out and same was disposed-off as per the provisions of POSH Act.

RBI COMPLIANCES

The Company from the date of receipt of NBFC license continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time.

As a systemically important non-deposit taking NBFC, the Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

3. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act; and

4. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 24, 2023 Chairman

Mar 31, 2022

Your Directors have pleasure in presenting the 75^th Annual Report on the business and operations of Piramal Enterprises Limited (''the Company'' or ''PEL'') and the Audited Financial Statements for the financial year ended March 31, 2022.

(C in Crores)
Particulars	Consolidated		Standalone
Particulars	FY2022	FY2021	FY2022	FY2021
Net sales	13,993.30	12,809.35	2,225.68	1,824.70
Non-operating other income	720.11	363.64	467.50	95.76
Total income	14,713.41	13,172.99	2,693.18	1,920.46
Other expenses	7,543.08	5,345.10	1,257.79	629.72
OPBIDTA	7,170.33	7,827.89	1,435.39	1,290.74
Interest expenses	4,479.87	4,208.53	761.16	1,068.77
Depreciation	665.78	560.88	22.92	32.82
Profit before tax & exceptional items	2,024.68	3,058.48	651.31	189.15
Exceptional items expenses	(168.00)	58.86	(10.20)	(258.35)
Income tax	510.79	2,042.91	68.83	51.02
Net Profit/(Loss) after tax and before share of net profit of associates and joint ventures	1,345.89	1,074.43	572.28	(120.22)
Share of net profit of associates and joint ventures#	652.88	338.43	-	-
Net Profit/(Loss) after tax and after share of net profit of associates and joint ventures	1,998.77	1,412.86	572.28	(120.22)
Profit from discontinued operations	-	-	-	160.12
Profit after tax from continuing and discontinued operations	1,998.77	1,412.86	572.28	39.90
Net profit/(loss) margin % (Profit from continuing operations as a % of revenue from continuing operations)	14.28%	11.03%	25.71%	(6.59%)
Normalised net profit from continuing operations¹	2,131.58	2,627.11	582.48	128.98
Normalised net profit margin % (Profit from continuing operations as a % of revenue from continuing operations)	15.23%	20.51%	26.17%	7.07%
Basic EPS from continuing operations	80.70	56.19	24.02	(5.07)
Diluted EPS (C/share) from continuing operations	80.40	55.68	23.93	(5.07)
Normalised basic EPS (C/share)¹	89.45	110.79	24.44	5.20
Normalised diluted EPS (C/share)¹	89.12	109.80	24.35	5.15

# Income under Share of associates primarily includes Company''s share of profits for Company''s associates, as per the applicable accounting standards. Note:

1. Normalised net profit excludes tax adjustment for earlier years and exceptional items (net of tax).

DIVIDEND

The Board has recommended a dividend of C33 (Rupees Thirty-Three only) i.e. @ 1,650 % per equity share of the face value of C2 each for the financial year ended March 31, 2022.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://www.piramal.com/investor/overview.

The dividend declared by the Company for the financial year ended March 31, 2022 is in compliance with the Dividend Distribution Policy of the Company.

SHARE CAPITAL

During the year under review, the Company had:

1. issued and allotted 1,15,89,400 equity shares of face value of C2 each pursuant to conversion of 1,15,894 Compulsorily Convertible

Debentures (''CCDs''). The equity shares were issued pursuant to the terms of the private placement offer cum application letter dated December 18, 2019. The CCDs were convertible into equity shares in the ratio of 100 equity shares of the face value of C2 each per CCD. Thereafter, there is no outstanding CCD as on March 31, 2022;

2. issued and allotted 15,35,944 equity shares of the face value of C2 each at an issue price of C1,300 per share (including premium of C1,298 per share), out of the Rights equity shares reserved for Compulsorily Convertible Debentures holders (''CCD holders'') as per Regulation 74 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, under the Rights Issue made by the Company vide Letter of Offer dated December 24, 2019;

3. cancelled unsubscribed issued equity share capital representing 5,75,372 equity shares of C2 each, reserved in favour of the CCD holders issued under rights issue of the Company vide its Letter of Offer dated February 1, 2018.

Accordingly, as on March 31, 2022, the issued share capital of the Company stood at C47,73,76,546 made up of 23,86,88,273 equity shares of C2 each and subscribed and paid up share capital of the Company stood at C47,73,27,400 consisting of 23,86,63,700 equity shares of face value of C2 each.

There has been no deviation in the utilisation of Rights Issue proceeds from the Objects stated in the Letter of Offer dated December 24, 2019.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www.piramal.com/investor/overview.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2022

Acquisition of Hemmo Pharmaceuticals Private Limited (''HPPL''):

In June 2021, Piramal Pharma Limited (''PPL''), subsidiary of the Company, acquired 100% stake in HPPL, an Indian manufacturer of peptide active pharmaceutical ingredient for an upfront consideration of C775 Crores and milestone linked earn-outs.

Acquisition and merger of Dewan Housing Finance Corporation Limited (''DHFL''):

The Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT''), vide it''s order dated June 7, 2021, had approved the Resolution Plan submitted by Piramal Capital & Housing Finance Limited (''erstwhile PCHFL''), wholly owned subsidiary of the Company, for the Corporate Insolvency Resolution Process of DHFL under Section 31 of the Insolvency and Bankruptcy Code, 2016.

In September 2021, the payment of consideration for the acquisition of DHFL amounting to ~C34,250 Crores was made by erstwhile PCHFL on the completion of the acquisition, which included an upfront cash component of ~C14,700 Crores and issuance of debt instruments of ~ C19,550 Crores (Non-Convertible Debentures having a tenure of 10 years, at an interest of 6.75% p.a. payable on a half-yearly basis).

In terms of the Resolution Plan, erstwhile PCHFL was merged into DHFL with effect from September 30, 2021 pursuant to the reverse merger as contemplated under scheme of arrangement provided under the Resolution Plan. Consequently, the name of DHFL was

changed to ''Piramal Capital & Housing Finance Limited'' with effect from November 3, 2021.

Composite Scheme of Arrangement amongst the Company, PPL, Convergence Chemicals Private Limited (''CCPL''), HPPL and PHL Fininvest Private Limited (''PFPL''):

In October 2021, the Board of Directors had approved a composite scheme of arrangement amongst the Company, PPL, CCPL, HPPL, PFPL and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act and rules made thereunder (''Scheme''), which provides for the following:

i. the transfer by way of demerger of the Pharma Business from PEL to PPL, and the consequent issue of equity shares to shareholders of PEL by PPL as per the share entitlement ratio i.e. for every 1 equity share of face and paid-up value of C2 each held in PEL, 4 equity shares of face and paid-up value of C10 each in PPL shall be issued by PPL;

ii. the amalgamation of CCPL and HPPL (both being wholly owned subsidiaries of PPL) into PPL;

iii. the amalgamation of PFPL (a wholly owned subsidiary of PEL) into PEL. The Company, pursuant to the aforesaid Scheme, will become a Systemically Important Non-Deposit taking NonBanking Financial Company (''NBFC'') and has filed an application with the Reserve Bank of India (''RBI'') for obtaining registration and license to commence the business as a NBFC.

Further, in April 2022, the Company, jointly with PPL, CCPL, HPPL and PFPL had filed a Company Application in relation to the Scheme with the NCLT, following the ''No Objection'' received from the stock exchanges in terms of Regulation 94 of the Listing Regulations by their respective Observation Letters. The NCLT vide its order dated May 12, 2022 has directed the Company to convene separate meetings of the Equity Shareholders, Secured and Unsecured Creditors of the Company on July 5, 2022, for the purpose of considering and, if thought fit, approving the Scheme.

The scheme is subject to the approval of the shareholders, creditors and regulatory authorities.

Acquisition of stake in Yapan Bio Private Limited (''Yapan'')

In December 2021, PPL entered into agreement and acquired an initial stake of 27.78% in Yapan for an investment of C101.77 Crores. Yapan is a Contract Development and Manufacturing Organisation in Hyderabad. Further, in April 2022, PPL entered into an agreement and acquired a further stake of 5.55% in Yapan for an investment of C20.35 Crores and thus the aggregate stake in Yapan is 33.33%.

OPERATIONS REVIEW Standalone

Total income from continuing operations for FY 2022, increased by 21.98% to C2,225.68 Crores as compared to C1,824.70 Crores in FY 2021. Earnings before interest, taxes, depreciation and amortisation (EBITDA) for FY 2022 from continuing operations increased by 11.21% to

C1,435.39 Crores as compared to C1,290.74 Crores in FY 2021. Net Profit for the year from continuing and discontinuing operations was C572.28 Crores as compared to C39.90 Crores in FY 2021. Basic and diluted earnings per share, from continuing and discontinuing operations, was C24.02 per share and C23.93 per share, respectively, for the year, as compared to C1.68 per share each, during the previous year.

Consolidated

The Company''s revenue increased by 9.24% to C13,993.30 Crores in FY 2022 as compared to C12,809.35 Crores in FY 2021. The increase in revenue is primarily driven by increase in Pharma segment. Revenue generated in foreign currencies are 38.96% of the Company''s FY 2022 revenue.

A detailed discussion on operations for the year ended March 31, 2022 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of the Annual Report.

SUBSIDIARY COMPANIES

Piramal Dutch IM Holdco B.V.

Piramal Dutch IM Holdco B.V. includes financials of its wholly owned subsidiary PEL-DRG Dutch Holdco B.V. which was merged during the year. There were no net sales of this group for FY 2022. Profit before tax for the year was at C8.16 Crores. Piramal Dutch IM Holdco B.V. reported a net profit of C8.16 Crores for the year.

Piramal Capital & Housing Finance Limited (Formerly known as Dewan Housing Finance Corporation Limited) [Consolidated]

Piramal Capital & Housing Finance Limited (Consolidated) includes financials of DHFL Investments Limited, DHFL Advisory & Investments Private Limited and DHFL Holdings Limited. Income from operations for FY 2022 was at C5,486.17 Crores. Profit before tax for the year was at C728.73 Crores. Piramal Capital & Housing Finance Limited reported a net profit of C540.50 Crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (Consolidated) includes financials of Indiareit Investment Management Co. and Piramal Asset Management Private Limited, Singapore. Income from operations for FY 2022 was at C33.15 Crores. Profit before depreciation and tax for the year was at C5.09 Crores. Piramal Fund Management Private Limited (Consolidated) reported a net Profit of C3.12 Crores for the year.

Piramal Securities Limited

Income from operations for FY 2022 was at C10.30 Crores. Profit before depreciation and tax for the year was at C1.47 Crores. Piramal Securities Limited reported a net profit of C1.46 Crores for the year.

PHL Fininvest Private Limited [Consolidated]

PHL Fininvest Private Limited (Consolidated) includes financials of Piramal Finance Sales and Service Private Limited. Income from operations for FY 2022 was at C1,518.05 Crores. Profit before tax for the year was at C574.79 Crores. PHL Fininvest Private Limited (Consolidated) reported a net profit of C426.23 Crores for the year.

Piramal Pharma Limited [Consolidated]

Piramal Pharma Limited (Consolidated) includes financials of:

i. Piramal Healthcare Inc. [Consolidated]

ii. PEL Pharma Inc. [Consolidated]

iii. Piramal Healthcare UK Limited [Consolidated]

iv. Piramal Healthcare (Canada) Limited

v. Piramal Critical Care Limited

vi. Piramal Critical Care Italia SPA

vii. Piramal Critical Care South Africa

viii. Piramal Critical Care Pty. Ltd. (Australia)

ix. Piramal Critical Care Deutschland GmbH

x. Piramal Critical Care B.V.

xi. Convergence Chemicals Private Limited

xii. Hemmo Pharmaceuticals Private Limited

xiii. Piramal Pharma Japan GK

Consolidated income from operations for FY 2022 was at C6,559.10 Crores. Consolidated profit before interest, depreciation and tax for the year was at C1,225.46 Crores. Piramal Pharma Limited (Consolidated) reported a net profit of C375.96 Crores.

Viridis Power Investment Managers Private Limited

Viridis Power Investment Managers Private Limited reported negligible loss for FY 2022.

Viridis Infrastructure Investment Managers Private Limited

Viridis Infrastructure Investment Managers Private Limited reported negligible loss for FY 2022.

Piramal Holdings (Suisse) SA

There was no income from operations for FY 2022. Profit before tax for the year was at C10.28 Crores. Piramal Holdings (Suisse) SA reported a net profit of C10.26 Crores for the year.

Piramal Consumer Products Private Limited

Income from operations for FY 2022 was at C1.51 Crores. Profit before interest, depreciation and tax for the year was at C1.43 Crores. Piramal Consumer Products Private Limited reported a net profit of C1.21 Crores for the year.

Piramal Systems and Technologies Private Limited [Consolidated]

Piramal Systems and Technologies Private Limited (Consolidated) includes financials of Piramal Technologies SA. There was no income from operations for FY 2022. Profit before tax for the year was at C16.88 Crores. Piramal Systems and Technologies Private Limited (Consolidated) reported a net profit of C16.88 Crores for the year.

PEL Finhold Private Limited

There was no income from operations for FY 2022. Loss before depreciation and tax for the year was at C1.97 Crores. PEL Finhold Private Limited reported a net loss of C1.97 Crores for the year.

Piramal Alternatives Private Limited (Formerly known as Piramal Asset Management Private Limited)

Income from operations for FY 2022 was at C1.85 Crores. Loss before depreciation and tax for the year was at C10.09 Crores. Piramal Alternatives Private Limited reported a net loss of C10.36 Crores for the year.

Piramal Investment Advisory Services Private Limited

Income from operations for FY 2022 was at C41.44 Crores. Profit before depreciation and tax for the year was at C14.78 Crores. Piramal Investment Advisory Services Private Limited reported a net profit of C10.62 Crores for the year.

Shrilekha Business Consultancy Private Limited

The Company has an effective 74.95% equity stake in Shrilekha Business Consultancy Private Limited. Share of profit of Shrilekha Business Consultancy Private Limited considered in consolidation for FY 2022 amounts to C384.43 Crores.

JOINT VENTURES AND ASSOCIATE COMPANIES

Piramal Pharma Limited, subsidiary of the Company, owns 49% and 27.78% equity stake in Allergan India Private Limited and Yapan Bio Private Limited, respectively. Share of profit of Allergan India Private Limited and loss of Yapan Bio Private Limited considered in consolidation for FY 2022 amounts to C59.07 Crores and C0.04 Crores, respectively.

India Resurgence ARC Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of profit of India Resurgence ARC Private Limited considered in consolidation for FY 2022 amounts to C31.52 Crores.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments. Share of profit of India Resurgence Asset Management Business Private Limited considered in consolidation for FY 2022 amounts to C0.94 Crores.

Pramerica Life Insurance Company Limited (formerly known as DHFL Pramarica Life Insurance Company Limited) is a joint venture between DHFL Investments Limited, a wholly owned subsidiary of Piramal Capital & Housing Finance Limited and Prudential International Insurance Holdings Ltd, a wholly owned subsidiary of Prudential Financial Inc.

Share of profit of Pramerica Life Insurance Company Limited considered in consolidation for FY 2022 amounts to C14.42 Crores.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

STATUTORY AUDITORS AND AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2022. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

In terms of Section 139(2) of the Act, the existing Auditors, M/s. Deloitte Haskins & Sells LLP (''Deloitte'') hold office until the conclusion of this Annual General Meeting of the Company (''AGM'').

In terms of the ongoing composite scheme of arrangement, PHL Fininvest Private Limited, wholly owned subsidiary and a Systemically Important Non-Deposit taking NBFC would merge with the Company. The Company has filed an application with the RBI for obtaining a NBFC license and as a result, the Company would become a NBFC regulated by RBI.

In view of the guidelines issued by RBI for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, Deloitte, the existing statutory auditors would become ineligible to continue as statutory auditors consequent to receipt of the NBFC license and accordingly, it is proposed to appoint M/s. Suresh Surana & Associates LLP (Firm Registration No. 121750W/W100010), Chartered Accountants as the Statutory Auditors of the Company for a period of three consecutive years i.e. from the conclusion of the ensuing AGM until the conclusion of the 78^th AGM of the Company, to be held in calendar year 2025, subject to approval by the shareholders.

M/s. Suresh Surana & Associates LLP, Chartered Accountants, have confirmed that they are eligible for appointment as Statutory Auditors at this AGM.

Accordingly, approval of shareholders is being sought at this AGM for appointment of M/s. Suresh Surana & Associates LLP as Statutory Auditors of the Company for a period of three consecutive years based on the recommendation of the Audit & Risk Management Committee and the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (''CSR'') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure B of this Report.

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

Particulars regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo are given as Annexure C to this Report.

ANNUAL RETURN

The Annual Return for FY 2022 is available on the website of the Company at https://www.piramal.com/investor/overview.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company at the AGM held last year, appointed Mr. Khushru Jijina (DIN: 00209953) as a Whole-Time Director, liable to retire by rotation, to hold office for a term of three years effective from April 1, 2021. Further, Mr. Kunal Bahl (DIN: 01761033) and Mr. Suhail Nathani (DIN: 01089938) were appointed with effect from October 14, 2020 and Ms. Anjali Bansal (DIN: 00207746) was appointed with effect from November 19, 2020, as Independent Directors of the Company for a period of five years.

The Board of Directors of the Company (''Board'') had based on the recommendation of Nomination and Remuneration Committee (''NRC'') and subject to approval of the Members, approved:

1. Appointment of Mr. Puneet Dalmia (DIN:00022633) as an Additional Director and also as an Independent Director, not liable to retire by rotation, for a term of five years i.e. from October 7, 2021 to October 6, 2026;

2. Appointment of Ms. Anita George (DIN: 00441131) as an Additional Director and also as an Independent Director, not liable to retire by rotation, for a term of five years i.e. from February 10, 2022 to February 9, 2027;

3. Appointment of Ms. Shikha Sharma (DIN:00043265) as an Additional Director and also as Director (Non Executive NonIndependent) of the Company, liable to retire by rotation, with effect from March 31, 2022;

4. Re-appointment of Mr. Ajay G. Piramal (DIN:00028116) as Chairman, not liable to retire by rotation, for a further period of five years i.e. from April 1, 2022 to March 31, 2027;

5. Re-appointment of Dr. (Mrs.) Swati A. Piramal (DIN:00067125) as Vice-Chairperson, liable to retire by rotation, for a period of five years i.e. November 20, 2022 to November 19, 2027;

6. Re-appointment of Ms. Nandini Piramal (DIN:00286092) as an Executive Director, liable to retire by rotation, for a period of five years i.e. April 1, 2022 to March 31, 2027.

In accordance with Regulation 17(1C) of the Listing Regulations, with effect from January 1, 2022, approval of the shareholders for appointment of a person on the Board of Directors is required to be obtained either at the next general meeting or within a time period

of three months from the date of appointment, whichever is earlier. The approval of the shareholders of the Company was required within 3 months for appointment of Ms. Anita George, Ms. Shikha Sharma, Mr. Ajay G. Piramal and Ms. Nandini Piramal. The Company received approval of the Members of the Company on May 5, 2022, through Postal Ballot, for the aforementioned appointments and reappointments on the Board, along with approval for appointment and re-appointment of Mr. Puneet Dalmia and Dr. (Mrs.) Swati A. Piramal, respectively.

The Board, on the recommendation of NRC and subject to approval of the Members at the ensuing AGM, appointed Mr. Rajiv Mehrishi (DIN: 00208189) as an Additional Director and also as an Independent Director, not liable to retire by rotation, for a term of five years i.e. from May 26, 2022 to May 25, 2027.

Further, the following Directors resigned during the year under review:

1. Mr. Deepak Satwalekar as an Independent Director of the Company with effect from July 26, 2021;

2. Mr. Rajesh Laddha as an Executive Director of the Company with effect from February 10, 2022;

3. Mr. Gautam Banerjee as an Independent Director of the Company with effect from March 31, 2022.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Deepak Satwalekar, Mr. Rajesh Laddha and Mr. Gautam Banerjee during their tenure as Directors of the Company.

In line with the provisions of the Act and the Articles of Association of the Company, Dr. (Mrs.) Swati A. Piramal (DIN: 00067125) will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

BOARD EVALUATION

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, seven Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle Blower Policy are posted on the website of the Company at https://piramal.com/investor/overview.

AUDIT & RISK MANAGEMENT COMMITTEE

The Audit & Risk Management Committee (''Audit Committee'') comprises of the following:

Name	Category
Mr. N. Vaghul - Chairman	Non-Executive, Independent
Mr. Suhail Nathani	Non-Executive, Independent
Mr. Rajesh Laddha*	Executive Director
Mr. S. Ramadorai#	Non-Executive, Independent

*Ceased to be Executive Director of the Company and thereby member of the Audit Committee with effect from February 10, 2022.

# Appointed as member of the Audit Committee with effect from February 11, 2022.

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of directors.

The Board has also approved a Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure D to this Report and is available on the website of the Company at https://www.piramal.com/investor/overview.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference be made to Note nos. 6, 13 & 38 of the standalone financial statements for loans to bodies corporate. Further, as on March 31, 2022, the Company has provided guarantee amounting to C3,199.82 Crores to its subsidiaries.

As regards details of investments in bodies corporate, the same are given in Note no. 4 of the standalone financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arms length basis. There were no material related party transactions by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The Securities Exchange Board of India (''SEBI'') vide amendments to the Listing Regulations had introduced substantial changes in the related party transaction framework, inter alia, by enhancing the purview of the definition of related party, and overall scope of transactions with related parties effective April 1, 2022 or unless otherwise specified. The Board of Directors on recommendations of the Audit Committee approved the revised ''Policy on Related Party Transactions'' to align it with the said amendments and the same is available on the website of the Company at https://www.piramal.com/investor/overview.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel (''KMP'')

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2022 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2022 are as under:

Sr. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for FY2022 (D in Lakhs)	% increase/ decrease in remuneration in FY2022	Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1.	Ajay G. Piramal Chairman	1,276.16	121.76	257.87
2.	Swati A. Piramal Vice - Chairperson	592.82	126.22	119.79
3.	Nandini Piramal Executive Director	108.67*	N.A.	N.A.
4.	Vijay Shah Non-Executive Director	N.A.	N.A.	N.A.

Sr. Name of Director/KMP and Designation No.	Remuneration of Director/KMP for FY2022 (D in Lakhs)	% increase/ decrease in remuneration in FY2022	Ratio of remuneration of each Whole-Time Director to median remuneration of employees
5. Anand Piramal Non-Executive Director	N.A.	N.A.	N.A.
6. Rajesh Laddha# Executive Director	519.59	N.A.	N.A.
7. Khushru Jijina$ Executive Director	N.A.	N.A.	N.A.
8. Gautam Banerjee@ Independent Director	42.00	N.A.	N.A.
9. S. Ramadorai Independent Director	48.00	N.A.	N.A.
10. Deepak Satwalekar^AIndependent Director	39.00	N.A.	N.A.
11. N. Vaghul Independent Director	57.00	N.A.	N.A.
12. Suhail Nathani Independent Director	33.00	N.A.	N.A.
13. Kunal Bahl Independent Director	26.00	N.A.	N.A.
14. Anjali Bansal Independent Director	26.00	N.A.	N.A.
15. Puneet Yadu Dalmia** Independent Director	3.00	N.A.	N.A.
16. Anita George## Independent Director	3.00	N.A.	N.A.
17. Shikha Sharma$$ Non-Executive Director	N.A.	N.A.	N.A.
18. Vivek Valsaraj @@ Chief Financial Officer	N.A.	N.A.	N.A.
19. Bipin Singh	128.04	75.73	N.A.

Notes:

1. Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Independent Directors in the above table, is comprised of sitting fees and commission. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.

2. Mr. Vivek Valsaraj and Mr. Bipin Singh also receive ESOPs under the Company''s ESOP Scheme.

3. Mr. Anand Piramal and Mr. Vijay Shah, Non-Executive Directors do not receive any sitting fees or any other remuneration.

4. Remuneration details have been provided on the basis of remuneration/commission paid during FY 2022 and sitting fees for meetings attended during FY 2022.

In view of the economic conditions and the heightened uncertainty caused by the COVID-19 pandemic, there was a voluntary reduction in their remuneration during FY 2021 and they had also foregone their performance linked incentive for FY 2020, which was payable in FY 2021. For FY 2022, their remuneration was reinstated and as a result of which there has been significant increase in overall percentage change in the remuneration and median remuneration.

* Ms. Nandini Piramal received remuneration from Piramal Pharma Limited, subsidiary of the Company. Remuneration reported is against the performance linked incentives for the FY 2021, which is paid during the FY 2022. Hence, the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

# Resigned with effect from February 10, 2022 and accordingly the remuneration reported is up to the date of his employment with the Company and includes full and final settlement. Hence, percentage change in remuneration and ratio to median remuneration of employees is not applicable.

$ Mr. Khushru Jijina received remuneration from Piramal Capital & Housing Finance Limited and PHL Fininvest Private Limited, wholly owned subsidiaries of the Company during his respective tenure as Managing Director in the said companies and hence the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

@ Resigned as an Independent Director with effect from March 31, 2022.

^A Resigned as an Independent Director with effect from July 26, 2021.

** Appointed as an Independent Director of the Company with effect from October 7, 2021.

^## Appointed as an Independent Director of the Company with effect from February 10, 2022.

$$ Appointed as a Non-Executive Director of the Company with effect from March 31, 2022.

FY 2022 was 22%. As regards, comparison of Managerial Remuneration of FY 2022 over FY 2021, details of the same are given in the above table at Sr. No. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of

@@ Mr. Vivek Valsraj received remuneration from Piramal Pharma Limited, subsidiary of the Company. Hence, the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

ii. The median remuneration of employees of the Company during FY 2022 was C4,94,874;

iii. In the financial year, there was 26% increase in the median remuneration of employees;

iv. There were 392 permanent employees on the rolls of the Company as on March 31, 2022;

v. Average percentage increase made in the salaries of employees other than the managerial personnel during

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. The said statement is available on the Company''s website at https://www.piramal.com/ investor/overview.

Requisite details relating to ESOPs are available on the Company''s website at https://www.piramal.com/investor/overview.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the Listing Regulations, the material subsidiaries of the Company viz. Piramal Pharma Limited, Piramal Capital & Housing Finance Limited and PHL Fininvest Private Limited have undertaken secretarial audit for the financial year 2021-22. The Secretarial Audit Report of these material subsidiaries are annexed as Annexure E1, E2 and E3 and does not contain any qualification, reservation or adverse remark.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from M/s. N L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a robust risk management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and review by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. M/s. G. R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Companies (Cost Records and Audit) Rules, 2014 for the financial year ending March 31, 2023. They were also the Cost Auditors for the financial year ended March 31, 2022. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2023.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for FY 2022 as required under Regulation 34(2)(f) of the Listing Regulations is enclosed with this Report.

OTHERS

The Directors state that no disclosure or reporting is required in respect

of the following items, during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; and

3. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated

service and contribution to the Company.

We also thank our banks, business associates, members and other

stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 26, 2022 Chairman

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (''ICC'') under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations.

The policy is gender neutral. During the year under review, no complaints with allegation of sexual harassment were filed with ICC under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Mar 31, 2021

Your Directors have pleasure in presenting the 74^th Annual Report on the business and operations of Piramal Enterprises Limited (''the Company'' or ''PEL'') and the Audited Financial Statements for the financial year ended March 31, 2021.

(C in Crores)
Particulars	Consolidated		Standalone
	FY2021	FY2020*	FY2021	FY2020*
Net Sales	12,809.35	13,068.29	1,824.70	2,012.89
Non-operating other income	363.64	491.11	95.76	665.12
Total income	13,172.99	13,559.40	1,920.46	2,678.01
Other Expenses	5,345.10	6,800.92	629.72	650.37
OPBIDTA	7,827.89	6,758.48	1,290.74	2,027.64
Interest Expenses	4,208.53	5,320.62	1,068.77	1,710.06
Depreciation	560.88	520.30	32.82	41.94
Profit before tax & exceptional items	3,058.48	917.56	189.15	275.64
Exceptional items expenses	58.86	-	(258.35)	-
Income tax	2,042.91	1,960.43	51.02	390.40
Net Profit/ (Loss) after tax and before Share of Net profit of Associates and Joint ventures	1,074.43	(1,042.87)	(120.22)	(114.76)
Share of Net profit of Associates and Joint ventures#	338.43	489.56	-	-
Net Profit/ (Loss) after tax and after Share of Net profit of Associates and Joint	1,412.86	(553.31)	(120.22)	(114.76)
ventures
Profit from Discontinued operations	-	574.45	160.12	259.61
Profit after Tax from continuing and discontinued operations	1,412.86	21.14	39.90	144.85
Net Profit/ (Loss) Margin % (Profit from continuing operations as a % of revenue from Continuing operations)	11.03%	(4.23%)	(6.59%)	(5.70%)
Normalised Net Profit from continuing operations¹	2,627.11	1,204.28	128.98	270.86
Normalised Net Profit Margin % (Profit from continuing operations as a % of revenue from Continuing operations)	20.51%	9.22%	7.07%	13.46%
Basic EPS from continuing operations	56.19	(26.25)	(5.07)	(5.45)
Diluted EPS (C/share) from continuing operations	55.68	(26.25)	(5.07)	(5.45)
Normalised Basic EPS (C/share)¹	110.79	57.14	5.20	12.85
Normalised Diluted EPS (C/share)¹	109.80	56.90	5.15	12.80

^Previous year''s standalone figures are restated for accounting effect of discontinued operations

# Income under Share of Associates primarily includes Company''s share of profits for Company''s associates, as per the applicable accounting standards.

Note:

DIVIDEND

The Board has recommended a dividend of C 33 (Rupees Thirty-Three only) i.e. @ 1,650% per equity share of the face value of C 2 each for the financial year ended March 31, 2021.

The dividend declared by the Company for the financial year ended March 31, 2021 is in compliance with the Dividend Distribution Policy of the Company.

SHARE CAPITAL

During the year under review, there was no change in the issued and paid-up share capital of the Company.

DEALING WITH THE COVID-19 PANDEMIC

In line with the Company''s core value of Care, Company remains committed to the health and wellbeing of all stakeholders. The Company has put in place a Business Continuity Plan to ensure that while prioritizing health and safety of employees, we also remain responsible to our stakeholders, including our various customers who depend on us for products and services even in these testing times. Most employees have been operating remotely from their homes, (except for employees who are critical for plant operations and other essential functions to enable business continuity), even as on the date of this Report, while ensuring minimal impact on business as usual. The Company''s IT infrastructure and processes have been ramped up in order to ensure seamless connectivity across the organization and also to leverage the use of Company specific mobile applications during this period. Furthermore, various steps were taken by the Company to render support to employees, such as creation of an Employee Helpline for PEL employees/families to address any queries related to COVID- 19.

The Financial Services business, at the onset of the COVID-19 pandemic in March 2020, conducted a stressed case scenario analysis and created an incremental provision of ? 1,903 Crores. Despite FY 2021 being impacted by the pandemic, over 90% of the total provisions remained unutilised and maintained conservatively against the loan book. The total provisions of ? 2,797 Crores as on March 31, 2021 is equivalent to 6.30% of the overall loan book and is sufficient to meet any future contingencies. Furthermore, the business continued to support its clients/partners amidst the pandemic and also offered moratorium and one-time loan restructuring, as per regulatory guidelines.

The Pharma business is deemed to be ''essential'' services by relevant governments around the world. The contingency plans enabled the business to meet customer demand from its facilities and run multiple shifts at sites, while putting business continuity plans in place. The business has experienced higher demand due to customers shift away from perceived higher risk production areas to its facilities in ''safer geographies''. The business is playing an extremely important role by enabling the supply of key medicines across the world. Pharma business is also collaborating with a range of customers to develop drugs for COVID-19 treatment.

Further details of the impact of COVID-19 on each of the Company''s businesses have been covered under the Management Discussion and Analysis section of the Annual Report.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www.piramal.com/investor/overview.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2021

Acquired solid oral dosage drug product manufacturing facility: In June 2020, the Company''s pharma solutions business entered into an agreement with G&W Laboratories Inc. for acquisition of its solid oral dosage drug product manufacturing facility in Sellersville, Pennsylvania for a consideration of USD 17.5 Million.

Pharma Capital raise: In October 2020, the Company completed sale/transfer of the pharmaceutical business, held by the Company directly and through its subsidiaries, to Piramal Pharma Limited (''PPL''), a subsidiary of PEL(''Transaction'') and PPL received C 3,523.40 Crores on closure of the Transaction for 20% equity investment from CA Alchemy Investments, an affiliated entity of CAP V Mauritius Limited, an investment fund managed and advised by affiliated entities of

The Carlyle Group Inc. The Transaction valued the pharmaceutical business at an enterprise value of USD 2,775 Million.

Increased stake to 100% in Convergence Chemicals Private Limited (''CCPL''): In October 2020, PPL and Navin Fluorine International Limited (''NFIL'') announced a mutual agreement to increase PPL''s stake in CCPL to 100% by buying out NFIL''s 49% stake in CCPL at C 65.10 Crores. The acquisition was completed in February 2021.

Approval of Dewan Housing Finance Corporation Limited (''DHFL'') Resolution Plan by Committee of Creditors (''COC''):

In January 2021, the Administrator of DHFL through a Letter of Intent, intimated that the COC of DHFL has declared Piramal Capital & Housing Finance Limited (''PCHFL''), a wholly-owned subsidiary of the Company, as the Successful Resolution Applicant in relation to the Corporate Insolvency Resolution Process of DHFL and identified the resolution plan submitted by PCHFL, as the Successful Resolution Plan.

Agreed to acquire Hemmo Pharmaceuticals Private Limited:

In March 2021, PPL entered into an agreement to acquire 100% stake in Hemmo Pharmaceuticals Private Limited, an Indian manufacturer of peptide APIs, for an upfront consideration of C 775 Crores and milestone linked earn-outs.

OPERATIONS REVIEW

Standalone

Total income from operations for continuing operations on a standalone basis for FY 2021, declined by 9.65% to C 1,824.70 Crores as compared to C 2,012.89 Crores in FY 2020. Earnings before interest, taxes, depreciation and amortization (EBITDA) for FY 2021 on a standalone basis from continuing operations declined by 27.31% to C 1,290.74 Crores as compared to C 2,027.64 Crores in FY 2020. Net Profit for the year from continuing and discontinuing operations was C 39.90 Crores as compared to C 144.85 Crores in FY 2020. Earnings per share from continuing and discontinuing operations was C 1.68 for the year as compared to C 6.87 per share during the previous year.

Consolidated

The Company''s consolidated revenue declined by 1.98% to C 12,809.35 Crores in FY 2021 as compared to C 13,068.29 Crores in FY 2020. The decline in revenue is primarily driven by decline in Financial Services segment. Revenue generated in foreign currencies are 38% of the Company''s FY 2021 revenue.

A detailed discussion on operations for the year ended March 31, 2021 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES

Piramal Dutch IM Holdco B.V. [Consolidated]

Piramal Dutch IM Holdco B.V. (Consolidated) includes financials of its wholly owned subsidiary PEL-DRG Dutch Holdco B.V. There were no net sales of this group for FY 2021. Profit before interest, depreciation and tax for the year was at C 117.07 Crores. Piramal Dutch IM Holdco B.V. [Consolidated] reported a net profit of C 89.81 Crores for the year.

Piramal Consumer Products Private Limited

There was no income from operations for FY 2021. Profit before interest, depreciation and tax for the year was at C 0.76 Crores. Piramal Consumer Products Private Limited reported a net profit of C 0.56 Crores for the year.

Piramal Systems and Technologies Private Limited [Consolidated]

Piramal Systems and Technologies Private Limited (Consolidated) includes financials of Piramal Technologies SA. There was no income from operations for FY 2021. Loss before interest, depreciation and tax for the year was at C 64.68 Crores. Piramal Systems and Technologies Private Limited (Consolidated) reported a net loss of C 50.18 Crores for the year.

PEL Finhold Private Limited

Income from operations for FY 2021 was at C 11.13 Crores. Loss before depreciation and tax for the year was at C 65.57 Crores. PEL Finhold Private Limited reported a net loss of C 71.77 Crores for the year.

Piramal Asset Management Private Limited, India

Income from operations for FY 2021 was at C 1.29 Crores. Loss before depreciation and tax for the year was at C 0.41 Crores. Piramal Asset Management Private Limited reported a net loss of C 0.41 Crores for the year.

Piramal Investment Advisory Services Private Limited

Income from operations for FY 2021 was at C 39.73 Crores. Profit before depreciation and tax for the year was at C 9.35 Crores. Piramal Investment Advisory Services Private Limited reported a net profit of C 6.81 Crores for the year.

Shrilekha Business Consultancy Private Limited

JOINT VENTURES AND ASSOCIATE COMPANIES

Piramal Pharma Limited, subsidiary of the Company, owns 49% equity stake in Allergan India Private Limited. Share of profit of Allergan India Private Limited considered in consolidation for FY 2021 amounts to C 39.84 Crores.

India Resurgence ARC Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of profit of India Resurgence ARC Private Limited considered in consolidation for FY 2021 amounts to C 0.67 Crores.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit

Piramal Capital & Housing Finance Limited

Income from operations for FY 2021 was at C 4,924.89 Crores. Profit before depreciation and tax for the year was at C 1,569.45 Crores. PCHFL reported a net profit of C 1,034.44 Crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (Consolidated) includes financials of Indiareit Investment Management Co., Piramal Asset Management Private Limited, Singapore. Income from operations for FY 2021 was at C 41.31 Crores. Loss before depreciation and tax for the year was at C 18.26 Crores. Piramal Fund Management Private Limited (Consolidated) reported a net loss of C 22.74 Crores for the year.

Piramal Securities Limited

Income from operations for FY 2021 was at C 10.07 Crores. Profit before depreciation and tax for the year was at C 0.70 Crores. Piramal Securities Limited reported a net profit of C 0.61 Crores for the year.

PHL Fininvest Private Limited [Consolidated]

PHL Fininvest Private Limited (Consolidated) includes financials of Piramal Finance Sales and Service Private Limited. Income from operations for FY 2021 was at C 1,933.58 Crores. Profit before depreciation and tax for the year was at C 668.33 Crores. PHL Fininvest Private Limited (Consolidated) reported a net profit of C 491.68 Crores for the year.

Piramal Pharma Limited [Consolidated]

Piramal Pharma Limited (Consolidated) includes financials of:

i. Piramal Healthcare Inc. (Consolidated)

ii. PEL Pharma Inc. (Consolidated)

iii. Piramal Healthcare UK Limited

iv. Piramal Healthcare (Canada) Limited

v. Piramal Critical Care Limited

vi. Piramal Critical Care Italia SPA

vii. Piramal Critical Care South Africa

viii. Piramal Critical Care Pty. Ltd. (Australia)

ix. Piramal Critical Care Deutschland GmbH

x. Piramal Critical Care B.V.

xi. Convergence Chemicals Private Limited

Consolidated income from operations for FY 2021 was at C 5,614.34 Crores. Consolidated profit before interest, depreciation and tax for the year was at C 1,282.70 Crores. Piramal Pharma Limited (Consolidated) reported a net profit of C 594.84 Crores.

Viridis Power Investment Managers Private Limited

Viridis Power Investment Managers Private Limited reported no profit/loss for FY 2021.

Viridis Infrastructure Investment Managers Private Limited

Viridis Infrastructure Investment Managers Private Limited reported no profit/loss for FY 2021.

Piramal Holdings (Suisse) SA

There was no income from operations for FY 2021. Profit before interest, depreciation and tax for the year was at C 1.44 Crores. Piramal Holdings (Suisse) SA reported a net profit of C 7.21 Crores for the year.

India Investments. There has been no share of profit/loss recognized for India Resurgence Asset Management Business Private Limited during the FY 2021.

Asset Resurgence Mauritius Manager is a joint venture between Bain Capital Credit Member LLC and Piramal Fund Management Private Limited. Company''s share of loss of C 2.13 Crores in Asset Resurgence Mauritius Manager has been considered in consolidation for FY 2021.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

STATUTORY AUDITORS AND AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2021. The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

In accordance with Section 139 of the Act, Deloitte Haskins & Sells LLP (''Deloitte''), Chartered Accountants (Firm Registration Number 117366W/W-100018), were appointed by the shareholders of the Company at the Annual General Meeting (''AGM'') held on August 1, 2017, as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 75^th AGM of the Company in calendar year 2022.

Deloitte has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company for the financial year 2021-22.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (''CSR'') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure B of this Report.

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

Particulars regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure C to this Report.

ANNUAL RETURN

The Annual Return for FY 2021 is available on the website of the Company at https://www.piramal.com/investor/overview.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company at the AGM held last year, appointed Mr. Rajesh Laddha (DIN: 02228042) as a Whole-Time Director, liable to retire by rotation, to hold office for a term of 3 years effective from May 11, 2020.

The Board of Directors of the Company (''the Board''), on the recommendation of Nomination and Remuneration Committee (''NRC'') and subject to approval of the Members at the ensuing AGM, appointed:

1. Mr. Kunal Bahl (DIN: 01761033) and Mr. Suhail Nathani (DIN: 01089938) as Additional Directors of the Company and also as Independent Directors, not liable to retire by rotation, for a term of 5 years i.e. from October 14, 2020 to October 13, 2025.

2. Ms. Anjali Bansal (DIN: 00207746) as an Additional Director of the Company and also as an Independent Director, not liable to retire by rotation, for a term of 5 years i.e. from November 19, 2020 to November 18, 2025.

3. Mr. Khushru Jijina (DIN: 00209953) as an Additional Director of the Company and also as a Whole-Time Director, liable to retire by rotation, to hold office for a term of 3 years i.e. from April 1, 2021 to March 31, 2024.

Mrs. Arundhati Bhattacharya resigned as an Independent Director of the Company with effect from April 16, 2020, on account of her accepting a full time executive role in another Company.

Mr. Vijay Shah resigned as a Whole-Time Director of the Company with effect from May 11, 2020. Accordingly, Mr. Shah ceased to be a Key Managerial Personnel of the Company with effect from the said date. However, Mr. Shah continues to serve as Non- Executive NonIndependent Director of the Company, liable to retire by rotation.

In line with the Company''s succession plan for the Independent Directors, Mr. Keki Dadiseth, Dr. R. A. Mashelkar and Prof. Govardhan Mehta resigned as Independent Directors of the Company with effect from October 28, 2020.

The Board places on record its appreciation and gratitude for the invaluable contributions made by Mrs. Arundhati Bhattacharya, Mr. Keki Dadiseth, Dr. R. A. Mashelkar and Prof. Govardhan Mehta during their tenure as Independent Directors of the Company.

In line with the provisions of the Act and the Articles of Association of the Company, Mr. Anand Piramal (DIN: 00286085) and Ms. Nandini Piramal (DIN: 00286092) will retire by rotation at the ensuing AGM and being eligible, have offered themselves for re- appointment. The Board recommends their re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

BOARD EVALUATION

evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas.

The Board has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, eleven Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

AUDIT & RISK MANAGEMENT COMMITTEE

The Audit & Risk Management Committee comprises of the following:

Name Mr. N. Vaghul - Chairman	Category Non-Executive, Independent
Mr. Keki Dadiseth*	Non-Executive, Independent
Dr. R.A.Mashelkar*	Non-Executive, Independent
Mr. Suhail Nathani#	Non-Executive, Independent
Mr. Rajesh Laddha#	Executive

*Ceased to be Independent Directors of the Company and thereby members of the Audit Committee with effect from October 29, 2020.

# Appointed as members of the Audit Committee with effect from December 13, 2020.

Further details on the Audit & Risk Management Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of directors.

The Board has also approved a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure D to this Report and is available on the website of the Company at https://www.piramal.com/investor/overview.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 6 and 13 of the financial statements for loans to bodies corporate and to Note no. 38 for guarantees provided by the Company.

As regards details of Investments in bodies corporate, the same are given in Note no. 4 of the financial statements.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, is appended as Annexure E to this Report.

Systems are in place for obtaining prior omnibus approval of the Audit & Risk Management Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit & Risk Management Committee for their review on a periodic basis.

The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://www.piramal.com/investor/overview.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel (''KMP'')

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2021 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2021 are as under:

Sr. Name of Director/KMP and Designation No.	Remuneration of Director/KMP for FY 2021 (D in Lakhs)	% increase/ decrease in remuneration in FY 2021	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
1. Ajay G. Piramal** Chairman	575.48â"	(51.88)	145.97
2. Swati A. Piramal**	262.05â"	(52.84)	66.47
Vice-Chairperson
3. Nandini Piramal**	211.97"""	(53.10)	53.77
Executive Director

Sr. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for FY 2021 (D in Lakhs)	% increase/ decrease in remuneration in FY 2021	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
4.	Vijay Shah@ Non-Executive Director	131.48	N.A.	N.A.
5.	Anand Piramal Non-Executive Director	N.A.	N.A.	N.A.
6.	Rajesh Laddha## Executive Director	373.33	N.A.	94.69
7.	Gautam Banerjee Independent Director	12.00	N.A.	N.A.
8.	Keki Dadiseth* Independent Director	11.50	N.A.	N.A.
9.	S. Ramadorai Independent Director	14.00	N.A.	N.A.
10.	Deepak Satwalekar Independent Director	15.50	N.A.	N.A.
11.	R. A. Mashelkar* Independent Director	13.00	N.A.	N.A.
12.	Goverdhan Mehta* Independent Director	8.00	N.A.	N.A.
13.	N. Vaghul Independent Director	22.50	N.A.	N.A.
14.	Suhail Nathani$ Independent Director	9.00	N.A.	N.A.
15.	Kunal Bahl$ Independent Director	5.00	N.A.	N.A.
16	Anjali Bansal# Independent Director	4.00	N.A.	N.A.
17.	Vivek ValsarajA Chief Financial Officer	82.87	N.A.	N.A.
18.	Bipin SinghAA Company Secretary	72.86	N.A.	N.A.

Notes:

1. Considering the heightened uncertainty caused by COVID-19 pandemic and the need to conserve cash for the future, Non-Executive Independent Directors decided to forego their commission for the financial year ended March 31, 2020 and hence remuneration details for Independent Directors in the above table are comprised of sitting fees. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.

2. Mr. Rajesh Laddha, Mr. Vivek Valsaraj and Mr. Bipin Singh also receive ESOPs under the Company''s ESOP Scheme.

3. Mr. Anand Piramal, Non-Executive Director does not receive any sitting fees or any other remuneration.

4. Remuneration details have been provided on the basis of remuneration paid during the FY 2021 and sitting fees for meetings attended during the FY 2021.

** In view of the economic conditions impacted by the COVID-19 pandemic, there was a voluntary reduction in their remuneration for FY 2021.

^AAA Remuneration received includes leave travel allowance for the previous years.

@ Mr. Vijay Shah stepped down from the position of Whole-Time Director of the Company and became a Non-Executive Director of the Company with effect from May 11, 2020, and hence the percentage change in his remuneration and ratio of his remuneration to median remuneration of employees is not applicable.

## Mr. Rajesh Laddha was appointed as Whole-Time Director of the Company with effect from May 11, 2020, and hence the percentage change in his remuneration is not applicable.

* Resigned as Independent Directors of the Company with effect from October 28, 2020.

$ Appointed as Additional Directors (Non-Executive, Independent) of the Company with effect from October 14, 2020.

^# Appointed as an Additional Director (Non-Executive, Independent) of the Company with effect from November 19, 2020.

a During FY 2021, Mr. Vivek Valsaraj was transferred to Piramal Pharma Limited, subsidiary of the Company. Remuneration received from the Company is for part of the year and hence the percentage change in his remuneration is not applicable.

aa Since the remuneration of previous year is only for part of the year, the percentage change in his remuneration is not comparable.

ii. The median remuneration of employees of the Company during FY 2021 was C 3,94,247;

iii. In the financial year, there was 6% decrease in the median remuneration of employees;

iv. There were 353 permanent employees on the rolls of the Company as on March 31, 2021. There has been a decrease in the number of permanent employees on the payroll of the Company on account of transfer of pharmaceutical business of the Company to PPL;

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2021 was 3%. As regards, comparison of Managerial Remuneration of FY 2021 over FY 2020, details of the same are given in the above table at Sr. No. i;

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. The said statement is available on the Company''s website at https://www.piramal.com/investor/overview.

I) During the year under review, none of the Whole-Time Directors received any commission nor any remuneration from any of the Company''s subsidiaries.

II) Further details relating to remuneration of the Directors are given in the Report on Corporate Governance forming part of this Annual Report.

III) Requisite details relating to ESOPs are available on the Company''s website at https://www.piramal.com/investor/overview.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure F and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the Listing Regulations, the material subsidiaries of the Company viz. PCHFL and PHL Fininvest Private Limited have undertaken secretarial audit for the financial year 2020-21. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark and are available on the Company''s website.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a robust risk management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company''s competitive advantage. The framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Further information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

M/s. G. R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting cost audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for the financial year ending March 31, 2022. They were also the Cost Auditors for the financial year ended March 31, 2021. As required under Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2022.

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and accordingly such accounts and records are made and maintained by the Company in the prescribed manner.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for FY 2021 as required under Regulation 34(2)(f) of the Listing Regulations is enclosed with this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (''ICC'') has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. ICC has its presence at corporate offices as well as at site locations.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items as, during the year under review:

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; and

3. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.

For and on behalf of the Board of Directors

Place: London

Date: June 1, 2021 Chairman

FY 2021 normalised net profit excludes tax adjustment for earlier years and exceptional items (net of tax). FY 2020 normalised net profit excludes tax adjustment due to adoption of new tax regime.

Mar 31, 2019

Dear Shareholders,

The Directors have pleasure in presenting the 72^nd Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2019.

(Rs. in Crores)

	Consolidated		Standalone
Particulars	FY2019	FY2018	FY2019	FY2018
Net Sales	13,215.34	10,639.35	3,671.40	3,296.95
Non-operating other income	312.80	259.53	446.32	639.79
Total income	13,528.14	10,898.88	4,117.72	3,936.74
Other Expenses	6,120.74	5,479.48	1,993.55	2,082.16
OPBIDTA	7,407.40	5,419.40	2,124.17	1,854.58
Interest Expenses	4,409.74	2,978.30	1,496.61	989.55
Depreciation	520.15	477.33	131.18	111.58
Profit before tax & exceptional items	2,477.51	1,963.77	496.38	753.45
Exceptional items expenses	465.64	-	1,287.96	-
Income tax	861.13	(2,876.42)	70.40	234.98
Net Profit/ (Loss) after tax	1,150.74	4,840.19	(861.98)	518.47
Share of Net profit of Associates and Joint ventures	319.38	280.09
Net Profit/ (Loss) after tax and after Share of Net profit of Associates and Joint	1,470.12	5,120.28	(861.98)	518.47
ventures
Net Profit/ (Loss) Margin %	11.12%	48.12%	(23.48%)	15.72%
Normalised Net Profit	1,935.76	1,551.10	425.98	518.47
Normalised Net Profit Margin %	14.65%	14.58%	11.60%	15.72%
Basic EPS	74.16	281.75	(43.40)	28.52
Diluted EPS (^/share)	73.86	281.67	(43.40)	28.51
Normalised Basic EPS (^/share)¹	97.61	85.40	21.45	28.52
Normalised Diluted EPS (^/share)¹	97.21	85.37	21.36	28.51

Notes:

1. FY2019 normalised net profit excludes non-recurring and non-cash accounting charge towards sale of the Imaging business & non-recurring exceptional item. FY2018 normalised net profit after tax excludes synergies on account of merger of subsidiaries in the financial services segment.

2. Diluted EPS for March 31, 2019 and March 31, 2018 have been restated for effect of Rights Issue.

DIVIDEND

The Board has recommended dividend of Rs.28 (Rupees Twenty Eight only) i.e. @ 1400% per equity share of the face value of Rs.2 each for the financial year ended March 31, 2019.

The dividend declared by the Company for the financial year ended March 31, 2019 is in compliance with the Dividend Distribution Policy of the Company.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has adopted a Dividend Distribution Policy which is enclosed as Annexure A to this Report and is also available on the website of the Company at www. piramal . com .

SHARE CAPITAL

During the year under review, the Company had:

1. issued and allotted 41,62,000 equity shares of the face value of Rs.2 each pursuant to conversion of 1,04,050 Compulsorily Convertible Debentures (âCCDsâ). The CCDs were convertible into equity shares in the ratio of 40 equity shares of the face value of Rs.2 each per CCD;

2. allotted 11,298 equity shares of the face value of Rs.2 each at an issue price of Rs.2,380 per share (including premium of Rs.2,378 per share) out of the Rights equity shares reserved for CCD holders [as per Regulation 53 of erstwhile SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (âSEBI ICDRâ)] and the Rights equity shares were kept in abeyance under the Rights Issue made by the Company vide Letter of Offer dated February 1, 2018. As on March 31, 2019, 7,88,764 Rights equity shares were reserved for the CCD Holders [as per Regulation 53 of SEBI ICDR] and 24,639 Rights equity shares were in abeyance.

Subsequent to the year end, the Company had issued and allotted 1,42,03,785 equity shares of face value of Rs.2 each upon conversion of CCDs and issue of Rights equity shares. Accordingly, the issued share capital of the Company stood at Rs.39,88,93,150 made up of 19,94,46,575 equity shares of Rs.2 each and the subscribed and paid - up share capital of the Company was at Rs.39,73,01,514 made up of 19,86,50,757 equity shares of Rs.2 each .

UTILISATION OF ISSUE PROCEEDS

There has been no deviation in the utilisation of issue proceeds of Qualified Institutional Placement of CCDs, from the Objects stated in the Placement Document dated October 17, 2017.

Also, there has been no deviation in the utilisation of Rights Issue proceeds from the Objects stated in the Letter of Offer dated February 1, 2018.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/ or associate companies during the year under review are listed in Annexure B to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the âActâ), a statement containing salient features of the financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the financial statements.

The separate audited financial statements of the subsidiaries shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

The separate financial statements of the subsidiaries are also available on the website of the Company at www. piramal. com and will also be made available upon request of any Member of the Company who is interested in obtaining the same.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2019

Sold Piramal Imaging SA to Alliance Medical Group

In June 2018, relevant agreements were executed by Piramal Holdings (Suisse) SA (wholly-owned subsidiary of the Company) concluding the sale of the Imaging business comprising of Piramal Imaging SA and its subsidiaries Piramal Imaging Ltd. and Piramal Imaging GmbH to Alliance Medical Group (AMG). The sale of the business resulted in a non-recurring and non-cash accounting charge of Rs.452 crores towards Imaging Assets.

Supreme Court exempted Saridon from the list of banned FDCs

In February 2019, the Supreme Court of India ruled in favour of Saridon, a heritage brand from the healthcare product portfolio of the Company, exempting its formulation from the list of banned FDCs (Fixed Dose Combinations). Saridon is amongst Indiaâs most widely distributed analgesic tablets with a strong distribution network across 9 lakh outlets in India.

Launch of Cinacalcet by the Companyâs partner, Slate Run Pharmaceuticals, in USA

In March 2019, one of the Companyâs partners for its global pharma businesses - Slate Run Pharmaceuticals LLC., launched generic Cinacalcet Hydrochloride tablets (30mg, 60mg and 90mg) in the United States of America . Cinacalcet tablets are indicated for treatment of secondary hyperthyroidism (HPT) in adult chronic kidney disease patients on dialysis and hypercalcemia in adult patients with parathyroid carcinoma.

Scheme of Amalgamation between Piramal Phytocare Ltd. (PPL) and Piramal Enterprises Ltd. (PEL)

In May 2018, the Board of Directors of the Company had approved the draft Scheme of Amalgamation between PPL (âTransferor Companyâ) and PEL (âTransferee Companyâ) and their respective shareholders (âthe Schemeâ). Upon the Scheme being approved by the National Company Law Tribunal (âNCLTâ), PEL will issue and allot 1 (one) fully paid up equity share of face value of Rs.2 each for every 70 (seventy) fully paid up equity shares having face value of Rs.10 each held by the equity shareholders of PPL, as on the Record Date which will be determind for this purpose .

The Scheme was approved by the requisite majority of the equity shareholders of the Company (including public shareholders) at the NCLT convened meeting of the shareholders held on April 2, 2019. The details are provided under the Report on Corporate Governance forming part of this Annual Report.

Apart from the updates mentioned above, there were no significant events after the balance sheet date.

OPERATIONS REVIEW

Standalone

Total income from operations on a standalone basis for the year grew by 11.36% to Rs.3,671.40 Crores as compared to Rs.3,296.95 Crores in FY2018. Profit before interest, depreciation and tax for FY2019 on a standalone basis grew by 14.54% to Rs.2,124.17 Crores as compared to Rs.1,854.58 Crores in FY2018. In June 2018, the Companyâs wholly owned subsidiary, Piramal Holdings (Suisse) SA (âPHSAâ) sold its entire ownership interest in its wholly owned subsidiary Piramal Imaging SA and its subsidiaries. Consequently, the Companyâs cost of equity investment in PHSA amounting to Rs.1,287.96 Crores has been provided for. Net Loss for the year was Rs.861.98 Crores as compared to Net Profit of Rs.518 . 47 Crores in FY2018.

Consolidated

The Companyâs consolidated revenue grew by 24% to ? 13,215 Crores in FY2019 as compared with ? 10,639 Crores in FY2018. The rise in revenue is primarily driven by growth in Financial Services segment. Revenue generated in foreign currencies is 40% of the Companyâs FY2019 revenue.

A detailed discussion on operations for the year ended March 31, 2019 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report

SUBSIDIARY COMPANIES

Piramal Healthcare Inc. [Consolidated]

Piramal Healthcare Inc. [consolidated] includes financials of its wholly owned subsidiaries Piramal Critical Care Inc. and Piramal Pharma Inc. Net sales of Piramal Healthcare Inc. [consolidated] for FY2019 were at Rs.1,189.04 Crores. Profit before interest, depreciation and tax for the year was at Rs.342.16 Crores. Piramal Healthcare Inc. [consolidated] reported a net profit of Rs.167. 56 Crores for the year.

PEL Pharma Inc. [Consolidated]

PEL Pharma Inc. [consolidated] includes financials of its wholly owned subsidiaries Piramal Pharma Solutions Inc. and Ash Stevens LLC. Net sales of PEL Pharma Inc. [consolidated] for FY2019 were at Rs.371.80 Crores. Loss before interest, depreciation and tax for the year was at Rs.12.52 Crores. PEL Pharma Inc. [consolidated] reported a net loss of Rs.79. 95 Crores for the year.

Piramal Dutch IM Holdco B.V. [Consolidated]

Piramal Dutch IM Holdco B.V. [consolidated] includes financials of its wholly owned subsidiaries PEL-DRG Dutch Holdco B.V. and the Decision Resources Group. Net sales of this group for FY2019 were at Rs.1,330.74 Crores. Profit before interest, depreciation and tax for the year was at Rs.233.96 Crores. Net loss for the year was at Rs.217.98 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY2019 were at Rs.789.01 Crores. Profit before interest, depreciation and tax for the year was at Rs.98.62 Crores. Piramal Healthcare UK Limited reported a net profit of Rs.65 . 36 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY2019 were at Rs.251.26 Crores. Profit before interest, depreciation and tax for the year was at Rs.75.55 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs.68. 88 Crores for the year.

Piramal Critical Care Limited

Net sales of Piramal Critical Care Limited for FY2019 were at Rs.678.58 Crores. Profit before interest, depreciation and tax for the year was at Rs.283.34 Crores. Piramal Critical Care Limited reported a net profit of Rs.10 . 42 Crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY2019 were at Rs.38.56 Crores. Profit before interest, depreciation and tax for the year was at Rs.2.90 Crores. Piramal Critical Care Italia SPA reported a net profit of Rs.0 . 97 Crores for the year.

Piramal Critical Care South Africa (Pty.) Ltd.

Net sales of Piramal Critical Care South Africa for FY2019 were at Rs.12.26 Crores. Profit before interest, depreciation and tax for the year was at Rs.0.68 Crores. Piramal Critical Care Italia SPA reported a net profit of Rs.1 . 17 Crores for the year.

Piramal Critical Care Deutschland GmbH

Net sales of Piramal Critical Care Deutschland GmbH for FY2019 were at Rs.17.14 Crores. Loss before interest, depreciation and tax for the year was at Rs.9.50 Crores. Piramal Critical Care Deutschland GmbH reported a net loss of Rs.10 . 79 Crores for the year.

Piramal Critical Care BV

Net sales of Piramal Critical Care BV for FY2019 were at Rs.1 . 62 Crores and the entity reported a net loss of Rs.4. 34 Crores for the year.

Piramal Capital & Housing Finance Limited

Income from operations for FY2019 was at Rs.5,454.84 Crores. Profit before depreciation and tax for the year was at Rs.2,218.32 Crores. Piramal Capital & Housing Finance Limited reported a net profit of Rs.1,442.56 Crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited [consolidated] includes financials of Indiareit Investment Management Co., Piramal Asset Management Private Limited and Asset Resurgence Mauritius Manager. Income from operations for FY2019 was at Rs.51 . 68 Crores . Loss before depreciation and tax for the year was at Rs.47. 36 Crores . Piramal Fund Management Private Limited [consolidated] reported a net loss of Rs.41 . 62 Crores for the year.

Piramal Securities Limited

Piramal Securities Limited has received its merchant banking license from SEBI in January 2019. It had no Income from operations for FY2019. Loss before depreciation and tax for the year was at Rs.15 .24 Crores. Piramal Securities Limited reported a net loss of Rs.15 .27 Crores for the year.

PHL Fininvest Private Limited

Income from operations for FY2019 was at Rs.571.03 Crores. Profit before depreciation and tax for the year was at Rs.88.91 Crores. PHL Fininvest Private Limited reported a net profit Rs.78. 00 Crores for the year

Searchlight Health Private Limited

Income from operations for FY2019 was at Rs.1 . 45 Crores . Loss before Finance cost, depreciation and tax for the year was at Rs.5 . 91 Crores . Searchlight Health Private Limited reported a net loss of Rs.6 . 07 Crores for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

Investment in joint ventures and associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Companyâs share of postacquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

Convergence Chemicals Private Limited is a 51:49 joint venture between the Company and Navin Fluorine International Limited set up to develop, manufacture and sell speciality fluorochemicals. Share of profit (including consolidation adjustments) considered in consolidation for FY2019 amounts to Rs.1 . 79 Crores .

The Company has an effective 20% equity stake in Shriram Capital Limited. Share of profit of Shriram Capital Limited considered in consolidation for FY2019 amounts to Rs.274. 62 Crores .

The Company owns 49% equity stake in Allergan India Private Limited. Share of profit of Allergan India Private Limited considered in consolidation for FY2019 amounts to Rs.50. 99 Crores .

The Companyâs share of profit of Rs.1 . 00 Crore in Bluebird Aero Systems Limited (Associate Company) has been considered in consolidation for FY2019.

India Resurgence ARC Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius).

The share of loss of India Resurgence ARC Private Limited has been considered in consolidation for FY2019 and amounts to Rs.0. 32 Crores

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments. The share of loss of India Resurgence Asset Management Business Private Limited has been considered in consolidation for FY2019 and amounts to Rs.9 . 87 Crores .

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date .

STATUTORY AUDITORS AND AUDITORSâ REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2019. The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments

In accordance with Section 139 of the Act, M/s Deloitte Haskins & Sells LLP (âDeloitteâ), Chartered Accountants (Firm Registration Number 117366W/W-100018), were appointed by the shareholders of the Company at the Annual General Meeting held on August 1, 2017, as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 75^th Annual General Meeting (âAGMâ) of the Company to be held in the year 2022 .

The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditorâs appointment by the shareholders, every year. Hence, approval of the Shareholders for the ratification of Auditorâs appointment is not being sought at the ensuing AGM.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (CSR) including a brief outline of the CSR Policy and the activities undertaken during the FY2019 is enclosed as Annexure C to this Report. The CSR policy is available on the website of the Company at www. piramal . com .

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure D to this Report

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return for FY2019 is given in Annexure E in the prescribed Form No. MGT-9, which is a part of this Report. The same is also available on http://www . piramal.com/investor/overview .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. (Mrs.) Swati A. Piramal (DIN: 00067125) retires by rotation at the ensuing AGM and being eligible offers herself for re- appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing AGM.

The Board of Directors had, on the recommendation of Nomination and Remuneration Committee, appointed Mrs. Arundhati Bhattacharya (DIN: 02011213) as an Additional Director of the Company and also as an Independent Director, not liable to retire by rotation, for a term of 5 years i.e. from October 25, 2018 to October 24, 2023, subject to approval of the Members. In line with the Act and the Articles of Association of the Company, Mrs. Bhattacharya is eligible to be appointed as an Independent Director at the ensuing AGM.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the NonExecutive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Directors is evaluated on the basis of achievement of their Key Result Areas

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, five Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://www . piramal.com/investor/overview .

AUDIT & RISK MANAGEMENT COMMITTEE

The Audit & Risk Management Committee comprises of the following three members, all of whom are Independent Directors:

1. Mr. N. Vaghul - Chairman

2. Mr. Keki Dadiseth

3. Dr. R.A. Mashelkar

Further details on the Audit & Risk Management Committee are provided in the Report on Corporate Governance forming part of the Annual Report .

NOMINATION AND REMUNERATION POLICIES

The Board has also approved a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure F to this Report and the weblink to the same is http://www . piramal.com/investor/overview .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 6 and 13 of the standalone financial statements for loans to bodies corporate and Note no. 39 for guarantees provided by the Company.

As regards details of Investments in bodies corporate are given in Note no. 4 of the standalone financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company had entered into contract/ arrangement/ transaction with related parties which were on armsâ length basis but which were considered material in accordance with the definition of materiality as included in the policy of the Company on Related Party Transaction. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed as Annexure G to this Report.

The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www . piramal.com/investor/overview .

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2019 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2019 are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for FY2019 (Rs. in Lakhs)	% increase/ decrease in Remuneration in FY2019	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
1.	Ajay G. Piramal Chairman	1,214.98	8.01%	291.34
2.	Swati A. Piramal Vice - Chairperson	544.97	8.02%	130.68
3.	Nandini Piramal Executive Director	409.42	8.06%	98.18
4.	Vijay Shah Executive Director	649.12	2.71%	155.66
5.	Anand Piramal Non - Executive Director	N.A.	N.A.	N.A.
6.	Gautam Banerjee Independent Director	31	N.A.	N.A.
7.	Keki Dadiseth Independent Director	35	N.A.	N.A.

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for FY2019 (Rs. in Lakhs)	% increase/ decrease in Remuneration in FY2019	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
8.	S. Ramadorai Independent Director	31	N.A.	N.A.
9.	Deepak Satwalekar Independent Director	36.5	N.A.	N.A.
10.	R. A. Mashelkar Independent Director	37	N.A.	N.A.
11.	Goverdhan Mehta Independent Director	33	N.A.	N.A.
12.	Siddharth Mehta Independent Director	31.5	N.A.	N.A.
13.	N. Vaghul Independent Director	38	N.A.	N.A.
14.	Arundhati Bhattacharya$ Independent Director	2.5	N.A.	N.A.
15.	Vivek Valsaraj Chief Financial Officer	179.57	22.64%	N.A.
16.	Leonard DâSouza Company Secretary	100.88	6.64%	N.A.

Note:

2. Mr. Vijay Shah, Mr. Vivek Valsaraj and Mr. Leonard DâSouza also receive ESOPs under the Companyâs ESOP Scheme.

3. Mr. Anand Piramal, Non-Executive Director does not receive any sitting fees or any other remuneration.

4. Remuneration details have been provided on the basis of remuneration/ commission paid during FY2019 and sitting fees for meetings attended during FY2019.

$ Appointed as an Additional Director (Non-Executive, Independent) w.e.f. October 25, 2018.

ii. The median remuneration of employees of the Company during FY2019 was Rs.4,17,024;

iii. In the financial year, there was 8% increase in the median remuneration of employees;

iv. There were 4,017 permanent employees on the rolls of the Company as on March 31, 2019;

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY2019 was 11%. As regards comparison of Managerial Remuneration of FY2019 over FY2018, details of the same are given in the above table at Sr. No. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

The said statement is available for inspection by Members at the Registered Office of the Company during working hours upto the date of the AGM and shall be made available to any Member on request. The said statement is also available on the Companyâs website, the weblink to which is http://www . piramal.com/investor/overview .

I) None of the Whole-Time Directors received any commission nor any remuneration from any of the Companyâs subsidiaries.

II) The following details are given in the Report on Corporate Governance forming part of this Annual Report:

(i) all elements of remuneration package of all the Directors;

(ii) details of fixed component and performance linked incentives of Whole-Time Directors along with the performance criteria;

(iii) service contracts, notice period, severance fees of Whole- Time Directors;

(iv) stock option details of Whole-Time Director;

III) Requisite details relating to ESOPs are available on the Companyâs website, the weblink to which is http://www . piramal.com/investor/overview .

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Company has appointed M/s. N. L. Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure H and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the Listing Regulations, the material subsidiary of the Company viz. Piramal Capital and Housing Finance Limited has undertaken secretarial audit for the Financial Year 2018-19.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite Certificate from M/s. N. L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure I and forms part of this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Companyâs competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level. Further information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which forms part of this Annual Report .

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards .

DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY2019.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the loss of the Company for the year ended on that date;

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for the financial year ending March 31, 2020. They were also the cost auditors for the financial year ended March 31, 2019. As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the AGM, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2020.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of the Company for FY2019 as required under Regulation 34(2)(f) of the Listing Regulations is enclosed as Annexure J to this Report .

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Companyâs premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (âICCâ) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review, 1 (one) complaint with allegation of sexual harassment was filed with ICC, detailed investigation was carried out and same was disposed-off as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions related to these items during the year under review:

1. Details relating to issue of sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares;

During the year under review, none of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates shareholders and other stakeholders for their continued support to the Company.

For and on behalf of the

Board of Directors

Place: Mumbai

Date: April 26, 2019 Chairman

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their 71^st Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

PERFORMANCE HIGHLIGHTS (STANDALONE)

(Rs. in Crores)

Particulars	FY 2017-18	FY 2016-17
Revenue from operations	3,296.95	3,809.31
Other Income (including Foreign Exchange gain/(loss) - net)	639.79	357.15
Total Income	3,936.74	4,166.46
R&D Expenses	63.42	64.91
Other Expenses (including Foreign Exchange gain/(loss) - net)	2,018.74	1,908.79
EBIDTA excluding FOREX impact	1,603.01	2,305.09
Foreign Exchange Gain / (Loss)	251.57	(112.33)
EBIDTA	1,854.58	2,192.76
% margin	47.1	52.6
Less:
Finance Costs	989.55	1,178.34
Depreciation	111.58	94.49
Profit before Tax	753.45	919.93
Less:
Income Tax provision
- Current	175.38	195.42
- Deferred	59.60	(52.27)
Profit for the year	518.47	776.78
% margin	13.17	18.64
Other Comprehensive Income/(Expense) for the year, net of tax expense	640.42	845.21
Total Comprehensive Income / (Expense) for the year	1,158.89	1,621.99
Earnings Per Share (Basic / Diluted) (?)	28.52	44.83
Transfer to Debenture Redemption Reserve	34.44	131.79

Note: Basic and diluted earnings per share for the year ended March 31, 2017 has been retrospectively adjusted for effect of Rights Issue.

DIVIDEND

The Board has recommended equity dividend of Rs.25 (Rupees Twenty five only) per equity share i.e. @ 1,250 % on the outstanding equity shares of Rs.2 each for the financial year ended March 31, 2018.

The above dividend will be paid to eligible members within a period of five days from the date of the forthcoming Annual General Meeting, after approval of Members (i.e. from July 31, 2018 to August 4, 2018).

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ), your Company has formulated a Dividend Distribution Policy which is available on the website of the Company and the weblink to the same is http://www. piramal.com/investors/policies-codes .

SHARE CAPITAL

During the year, the Company has:

1. issued and allotted 464,330 Compulsorily Convertible Debentures (CCDs) of face value of Rs.107,600 each for cash at a price of Rs.107,600 per CCD. These CCDs are convertible into 40 equity shares of face value of Rs.2 each on April 19, 2019 or at any time prior to that at the option of the CCD holder.

2. issued and allotted 225,000 Equity shares pursuant to conversion of 5,625 CCDs of the Company.

3. issued 8,310,275 Equity shares under Rights Issue at a price of Rs.2,380 per share (including premium of Rs.2,378 per share). Out of the aforesaid issue, 7,485,574 equity shares were allotted by the Company on March 8, 2018 and 797,748 Rights Equity shares have been Reserved for CCD Holders [as per Regulation 53 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009] & 26,953 Rights Equity Shares have been kept in abeyance.

UTILISATION OF ISSUE PROCEEDS

There has been no deviation in the utilisation of issue proceeds of Qualified Institutional Placement of CCDs, from the Objects as stated in the Placement Document dated October 17, 2017.

Further, there has been no deviation in the utilisation of Rights Issue proceeds from the Objects as stated in the Letter of Offer dated February 1, 2018.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Accounts. The separate audited financial statements of the subsidiaries shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

The separate financial statements of the subsidiaries are also available on the website of your Company at https://bit.ly/2tWglei www.piramal. com/investors/financial-reports#parentVerticalTab2 and will also be made available upon request of any Member of the Company who is interested in obtaining the same.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2018 Entered Emerging Corporate Lending business by initially committing 400 crores in emerging & mid-market space across eight deals

In July 2017, Piramal Finance Limited (PFL), a subsidiary of the Company (now merged into Piramal Housing Finance Limited), sanctioned ~Rs.400 crores through its recently launched vertical - Emerging Corporate Lending (ECL). Within its first few months of operations, ECL provided funding to sectors as diverse as automotive dealerships, auto ancillaries, manufacturing, pharmaceuticals, electronic surveillance and IT services.

Launched Piramal Housing Finance

In September 2017, Piramal Finance Limited (now merged into Piramal Housing Finance Limited) forayed into the retail housing finance business through a wholly owned subsidiary, Piramal Housing Finance Limited [name is envisaged to be changed to Piramal Capital and Housing Finance Limited]. Under a license received from the National Housing Bank to operate, the housing finance vertical offers home loans as well as loans against property and construction finance to small developers.

Announced expansion of API manufacturing facilities

In October 2017, Piramal Pharma Solutions (PPS), a leading Contract Development and Manufacturing Organisation (CDMO) and a step-down wholly-owned subsidiary of the Company, announced investments of USD 55 million across its sites in North America & Asia, to expand its API manufacturing capabilities and capacities.

Fund raising of Rs.4,996 Crores through Qualified Institutional Placement (QIP) of Compulsorily Convertible Debentures (CCDs)

In October, 2017, the Company raised Rs.4,996 Crores through QIP of 464,330 CCDs of face value Rs.107,600 each with a coupon of 7.8% p.a. Each CCD is convertible into 40 equity shares of face value Rs.2 each, with a maturity period of 18 months, with an option to the CCD holders to convert all or part of the CCDs held by them into equity shares at any time before the maturity date.

Acquired Digeplex and associated brands

In November 2017, the Companyâs Consumer Products division acquired Digeplex and associated brands from Shreya Lifesciences. The acquisition strengthened PELâs position in the Gastro-Intestinal (GI) segment and is complementary to its existing brands - Polycrol and Naturolax, in the GI segment.

Forayed into Hospitality sector

In January 2018, Piramal Finance Limited, a subsidiary of the Company (now merged into Piramal Housing Finance Limited), forayed into the hospitality sector with multiple transactions done in quick succession. The platform committed Rs.650 Crores towards two marquee hotel assets in North India, followed by another Rs.550 Crores across other two assets in Bangalore and Pune, respectively.

Fund raising of upto 2,000 Crores through Rights Issue

The Company raised ~Rs.1,781.57 Crores through allotment of 7,485,574 Equity Shares having face value of Rs.2 each for cash price of Rs.2,380 per Equity Share (including a premium of Rs.2,378 per Equity Share) on a rights basis, which excludes 797,748 Equity shares reserved in favour of Compulsorily Convertible Debenture holders (âCCD holdersâ) and 26,953 Equity shares kept in abeyance. Pursuant to Regulation 53 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the CCD Holders have the right to participate in the Issue, in proportion to the CCDs held by them.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE Merger of Piramal Finance and Piramal Capital with Piramal Housing Finance

In April 2018, the Mumbai bench of NCLT approved the Scheme of Amalgamation of the Companyâs wholly owned subsidiaries, Piramal Finance Limited (PFL) and Piramal Capital Limited with the step down subsidiary Piramal Housing Finance Limited (subsidiary of PFL) [name is envisaged to be changed to Piramal Capital and Housing Finance Limited] and their respective shareholders. The merger got effective on May 23, 2018.

Approved scheme of Amalgamation between Piramal Enterprises Ltd. (PEL) and Piramal Phytocare Ltd. (PPL)

In May 2018, the Board of Directors has approved the draft scheme of Amalgamation between PPL (Transferor Company) and PEL (Transferee Company) and their respective shareholders. PEL will issue and allot 1 (one) fully paid up equity share having face value of Rs.2 each to the equity shareholders of PPL on record date, for every 70 (seventy) fully paid up equity shares having face value of Rs.10 each held by them. The scheme is subject to the approval of the shareholders, creditors and regulatory authorities.

OPERATIONS REVIEW

Total income from operations on a standalone basis for the year degrew by 13.45% to Rs.3,296.95 Crores as compared to Rs.3,809.31 Crores in FY 2017. Profit before interest, depreciation and tax (PBITDA) for FY2018 on a standalone basis degrew by 15.42% to Rs.1,854.58 Crores as compared to Rs.2,192.76 Crores in FY2017. Net Profit for the year was Rs.518.47 Crores as compared to Rs.776.78 Crores in FY2017. Earnings per share were Rs.28.52 for the year as compared to Rs.44.83 per share during the previous year.

A detailed discussion of operations for the year ended March 31, 2018 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES Piramal Healthcare Inc. [Consolidated]

Piramal Healthcare Inc. [consolidated] includes financials of its wholly owned subsidiaries Piramal Critical Care Inc and Piramal Pharma Inc.

Net sales of Piramal Healthcare Inc. [consolidated] for FY 2018 were at Rs.1,040.30 crores. Profit before interest, depreciation and tax for the year was at Rs.383.10 crores. Piramal Healthcare Inc. [consolidated] reported a net profit of Rs.199.36 crores for the year.

PEL Pharma Inc. [Consolidated]

PEL Pharma Inc [consolidated] includes financials of its wholly owned subsidiaries Piramal Pharma Solutions Inc and Ash Stevens LLC. Net sales of PEL Pharma Inc [consolidated] for FY 2018 were at Rs.297.34 crores. Profit before interest, depreciation and tax for the year was at Rs.34.62 crores. PEL Pharma Inc [consolidated] reported a net loss of Rs.33.78 crores for the year.

Piramal Dutch IM Holdco B.V. [Consolidated]

Piramal Dutch IM Holdco B.V. [Consolidated] includes financials of its wholly owned subsidiaries PEL-DRG Dutch Holdco B.V. and Decision Resources group. Net sales of this group for FY 2018 were at Rs.1,205.88 Crores. Profit before interest, depreciation and tax for the year was at Rs.168.86 Crores. Net loss for the year was at Rs.206.93 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY 2018 were at Rs.723.40 Crores. Profit before interest, depreciation and tax for the year was at Rs.78.13 Crores. Piramal Healthcare UK Limited reported a net profit of Rs.96.44 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY 2018 were at Rs.172.60 Crores. Profit before interest, depreciation and tax for the year was at Rs.49.26 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs.44.17 Crores for the year.

Piramal Critical Care Limited [Consolidated]

Piramal Critical Care Limited (consolidated) includes financials of its wholly owned subsidiary Piramal Critical Care South Africa (Pty) Ltd.

Net sales of Piramal Critical Care Limited (consolidated) for FY 2018 were at Rs.487.44 Crores. Profit before interest, depreciation and tax for the year was at Rs.226.34 Crores. Piramal Critical Care Limited (consolidated) reported a net profit of Rs.33.43 Crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY 2018 were at Rs.30.83 Crores. Loss before interest, depreciation and tax for the year was at Rs.3.96 Crores. Piramal Critical Care Italia SPA reported a net loss of Rs.5.75 Crores for the year.

Piramal Critical Care Deutschland GmbH

Net sales of Piramal Critical Care Deutschland GmbH for FY 2018 were at Rs.6.58 Crores. Loss before interest, depreciation and tax for the year was at Rs.5.75 Crores. Piramal Critical Care Deutschland GmbH reported a net loss of Rs.7.10 Crores for the year.

Piramal Imaging SA [Consolidated]

Piramal Imaging SA (consolidated) includes financials of its wholly-owned subsidiaries Piramal Imaging GmBh and Piramal Imaging Limited. Net sales of Piramal Imaging SA (consolidated) for FY2018 were at Rs.127.48 Crores. Loss before interest, depreciation and tax for the year was at Rs.30.31 Crores. Piramal Imaging SA (consolidated) reported a net loss of Rs.123.99 Crores for the year.

Piramal Housing Finance Limited

Income from operations for FY 2018 was at Rs.3,706.15 Crores. Profit before depreciation and tax for the year was at Rs.1,545.89 Crores.

Piramal Housing Finance Limited reported a net profit of Rs.1,004.14 Crores for the year.

This includes the effect of merger of Piramal Capital Limited and Piramal Finance Limited with Piramal Housing Finance Limited.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (consolidated) includes financials of Indiareit Investment Management Co., Piramal Asset Management Private Limited and Asset Resurgence Mauritious Manager. Income from operations for FY 2018 was at Rs.94.31 Crores. Profit before depreciation and tax for the year was at Rs.17.88 Crores. Piramal Fund Management Private Limited (consolidated) reported a net profit of Rs.17.81 Crores for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

Investment in Joint ventures and Associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise PELâs share of post acquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

Convergence Chemicals Private Limited is a 51:49 joint venture between PEL and Navin Fluorine International Limited set up to develop, manufacture and sell speciality fluorochemicals. Share of Loss (including consolidation adjustments) considered in consolidation for FY 2018 amounts to Rs.6.16 crores.

PEL has an effective 20% equity stake in Shriram Capital Limited. Share of profit of Shriram Capital Limited considered in consolidation for FY 2018 amounts to Rs.242.50 crores.

PEL owns 49% equity stake in Allergan India Private Limited. Share of profit of Allergan India Private Limited considered in consolidation for FY 2018 amounts to Rs.46.86 crores.

PELâs share of loss of Rs.1.50 crores and Rs.0.88 crores in Bluebird Aero Systems Limited and Piramal Phytocare Limited respectively have been considered in consolidation for FY 2018.

India Resurgence ARC Private Limited was a wholly owned subsidiary of the Company till July 18, 2017. On July 19, 2017, it became a joint venture between PEL and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). The Share of profit of India Resurgence ARC Private Limited has been considered in consolidation at Rs.0.03 crores in FY 2018.

India Resurgence Asset Management Business Private Limited was a wholly owned subsidiary of the Company till February 6, 2018. On February 7, 2018, it became a joint venture between PEL and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). The Share of loss for India Resurgence Asset Management Business Private Limited reported has been considered in consolidation to Rs.0.76 crores in FY 2018.

DEPOSITS

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

STATUTORY AUDITORS AND AUDITORSâ REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

In accordance with Sec 139 of the Companies Act, 2013, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W/W-100018), were appointed by the shareholders of the Company at the Annual General Meeting held on August 1, 2017, as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 75^th Annual General Meeting of the Company in calendar year 2022.

The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditorâs appointment by the shareholders, every year. Hence, approval of the Members for the ratification of Auditorâs appointment is not being sought at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY 2018 is enclosed as Annexure B to this report.

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure C to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure D to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajesh Laddha ceased to be the Chief Financial Officer w.e.f. June 30, 2017 and Mr. Vivek Valsaraj has been appointed as the Chief Financial Officer w.e.f December 1, 2017 at the Board Meeting held on December 1, 2017.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Nandini Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Approval of shareholders is also being sought for the re-appointment of Dr. (Mrs.) Swati A. Piramal, Vice-Chairperson and Mr. Vijay Shah, Executive Director for a further period of 5 years and 3 years with effect from November 20, 2017 and January 1, 2018, respectively, which the Board recommends.

The Independent Directors of the Company viz. Mr. S. Ramadorai, Mr. Narayanan Vaghul, Dr. R.A. Mashelkar, Prof. Goverdhan Mehta, Mr. Keki Dadiseth, Mr. Deepak Satwalekar, Mr. Gautam Banerjee and Mr. Siddharth Mehta were appointed at the Annual General Meeting of the Company held on July 25, 2014 to hold office for a term of five consecutive years up to March 31, 2019, in line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 including the rules made thereunder and the erstwhile Listing Agreement. It is proposed that these Independent Directors be reappointed for a second term of 5 (Five) consecutive years to hold office up to March 31, 2024, which the Board recommends.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, Eight Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://www.piramal.com/investors/policies-codes .

AUDIT & RISK MANAGEMENT COMMITTEE

The Audit & Risk Management Committee comprises three members, all of whom are Independent Directors.

1. Mr. N. Vaghul - Chairman

2. Mr. Keki Dadiseth

3. Dr. R.A. Mashelkar

Further details on the Audit & Risk Management Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board has also approved a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure E to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 6 and 13 of the financial statements for loans to bodies corporate and to Note no. 38(3) for guarantees provided by the Company.

As regards details of Investments in bodies corporate, details of the same are given in Note no. 4 of the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company had entered into contract/arrangement/ transaction with related parties which were on armsâ length basis but which were considered material in accordance with the definition of materiality as included in the policy of the Company on Related Party Transaction. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure F to this report.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www.piramal.com/investors/policies-codes .

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2018, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2018 are as under:

Sr. Name of Director / KMP and Designation No.	Remuneration of Director/ KMP for FY 2018 (Rs. in Lakhs)	% increase / decrease in Remuneration in FY 2018	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
1. Ajay G. Piramal Chairman	1,207.48	8.00%	312.69
2. Swati A. Piramal Vice - Chairperson	553.43	8.00%	143.31
3. Nandini Piramal Executive Director	402.49	8.00%	104.23
4. Vijay Shah Executive Director	650.44	(0.70%)	168.43
5. Anand Piramal$	N.A.	N.A.	N.A.
6. Gautam Banerjee Independent Director	36.00	N.A.	N.A.
7. Keki Dadiseth Independent Director	44.50	N.A.	N.A.
8. S. Ramadorai Independent Director	37.50	N.A.	N.A.
9. Deepak Satwalekar Independent Director	44.50	N.A.	N.A.
10. R. A. Mashelkar Independent Director	38.00	N.A.	N.A.
11. Goverdhan Mehta Independent Director	34.50	N.A.	N.A.
12. Siddharth Mehta Independent Director	35.00	N.A.	N.A.
13. N. Vaghul Independent Director	50.00	N.A.	N.A.
14. Rajesh Laddha* Chief Financial Officer	85.89	-	N.A.
15. Vivek Valsaraj# Chief Financial Officer	161.11	-	N.A.
16. Leonard DâSouza Company Secretary	100.82	6.32%	N.A.

Note:

1. Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Independent Directors, in the above table, comprises sitting fees and commission. Details in the corresponding columns are applicable for Whole-time Directors and KMPs.

2. Mr. Vijay Shah, Mr. Vivek Valsaraj and Mr. Leonard DâSouza also receive ESOPs under the Companyâs ESOP Scheme.

3. Mr. Rajesh Laddha also received ESOPs during his employment under the Companyâs ESOP Scheme.

4. Mr. Anand Piramal, Non-Executive Director does not receive any sitting fees or any other remuneration.

$ Appointed as an Additional Director (Non - Executive) w.e.f May 12, 2017 and re-appointed as Non- Executive Director w.e.f August 1, 2017 at AGM held on that date.

* Ceased to be Chief Financial Officer w.e.f. June 30, 2017, Therefore, the percentage increase in remuneration for FY 2018 is not applicable in his case.

# Appointed as Chief Financial Officer w.e.f December 1, 2017, Therefore, the percentage increase in remuneration for FY 2018 is not applicable in his case while Remuneration details are mentioned for entire FY 2017-18.

ii. The median remuneration of employees of the Company during FY 2018 was Rs.386,163;

iii. In the financial year, there was no increase in the median remuneration of employees;

iv. There were 3,832 permanent employees on the rolls of the Company as on March 31, 2018;

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2018 was 10%. As regards comparison of Managerial Remuneration of FY 2018 over FY 2017, details of the same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Companyâs website, the weblink to which is https://bit.ly/2tWelei www.piramal.com/ investors/financial-reports#parentVerticalTab2 .

I) None of the Whole-Time Directors received any commission nor any remuneration from any of the Companyâs subsidiaries.

II) The following details are given in the Report on Corporate Governance forming part of this Annual Report:

(i) all elements of remuneration package of all the Directors;

(ii) details of fixed component and performance linked incentives of Whole-Time Directors along with the performance criteria;

(iii) service contracts, notice period, severance fees of WholeTime Directors;

(iv) stock option details of Whole-Time Director;

III) Requisite details relating to ESOPs are available on your Companyâs website, the weblink to which is https://bit.ly/2tWglei www.piramal.com/investors/financial-reports#parentVerticalTab2.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed M/s. N. L. Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure G and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure H and forms part of this Report.

RISK MANAGEMENT FRAMEWORK

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2019. They were also the cost auditors for the previous year ended March 31, 2018. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2019.

BUSINESS RESPONSIBILITY REPORT

The âBusiness Responsibility Reportâ of your Company for the year 2017-18 as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure I to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companyâs premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (âICCâ) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review, 1 (One) complaint with allegation of sexual harassment was filed with ICC, detailed investigation was carried out and same was disposed-off as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

For and on behalf of the

Board of Directors

Place: Mumbai

Date: May 28, 2018 Chairman

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting their 70^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2017.

PERFORMANCE HIGHLIGHTS (STANDALONE)

(Rs. in Crores)

Particulars	FY 2016-17	FY 2015-16
Revenue from operations	3,809.31	3,424.32
Other Income [including Foreign Exchange Gain / (Loss) - net]	357.15	471.92
Total Income	4,166.46	3,896.24
R&D Expenses	64.91	68.76
Other Expenses [including Foreign Exchange Gain / (Loss) - net]	1,908.79	2,047.59
EBIDTA excluding FOREX impact	2,305.09	1,628.46
Foreign Exchange Gain / (Loss)	(112.33)	151.43
EBIDTA	2,192.76	1,779.89
% margin	52.6	45.7
Less:
Finance Costs	1,178.34	786.88
Depreciation	94.49	79.55
Profit before Exceptional Items and Tax	919.93	913.46
Add: Exceptional Items	-	70.19
Profit before Tax	919.93	983.65
Less:
Income Tax provision
- Current	195.42	260.17
- Deferred	(52.27)	(272.22)
Profit for the year	776.78	995.70
% margin	18.64	25.56
Other Comprehensive Income / (Expense) for the year, net of tax expense	845.21	(694.25)
Total Comprehensive Income / (Expense) for the year	1,621.99	301.45
Earnings Per Share (Basic / Diluted) (Rs.)	45.01	57.70
Transfer to Debenture Redemption Reserve	131.79	438.58

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification / disclosure.

DIVIDEND

The Board has recommended equity dividend of Rs.21 per equity share i.e. @ 1,050 % on the outstanding equity shares of Rs.2 each for the financial year ended March 31, 2017.

The above dividend will be paid to eligible members within a period of four days from the date of the forthcoming Annual General Meeting, after approval of Members (i.e. from August 2, 2017 to August 5, 2017).

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is attached to the Accounts. The separate audited financial statements of the subsidiaries shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

The separate financial statements of the subsidiaries are also available on the website of your Company at http://www.piramal.eom/investors/financial-reports#parentVerticalTab2 and will also be made available upon request of any Member of the Company who is interested in obtaining the same.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2017 Acquisition of four brands from Pfizer

In May 2016, the Company acquired four brands from Pfizer Limited for a consideration of Rs.120.8 Crores (inclusive of transaction costs).

The acquisition includes brands namely: Ferradol, Neko, Sloanâs and Waterburyâs Compound and additionally, trademark rights for Ferradol and Waterburyâs Compound for Bangladesh and Sri Lanka.

Acquisition of Ash Stevens Inc., a US based CDMO for High Potency APIs (HPAPIs)

In August 2016, the Company acquired 100% stake in Ash Stevens Inc., a US based CDMO, for a consideration of US$ 44.8 million (inclusive of transaction costs). Ash Stevens has vast contract manufacturing experience and is one of the leaders in High Potency API (HPAPI) manufacturing. The facility has approvals from US, EU, Australia, Japan, Korea and Mexico regulatory agencies.

Strategic Partnership with Bain Capital Credit to invest in restructuring situations in India

In August 2016, the Company and Bain Capital Credit signed a Memorandum of Understanding (MOU) to create a strategic partnership to invest in restructuring situations in India. The platformâs mandate is to identify and turnaround businesses (in sectors other than real estate) that require restructuring but have fundamentally strong growth prospects.

Acquisition of a portfolio of injectable anaesthesia and pain management products from Janssen

In October 2016, the Companyâs wholly owned step down subsidiary in the UK, Piramal Critical Care Ltd, acquired Janssenâs injectable anaesthesia and pain management products for an initial consideration of US$ 161.2 million (inclusive of transaction costs) and up to an additional consideration of US$ 20 million.

Launched Flexi Lease Rental Discounting (LRD) for Commercial Assets

In November 2016, the Company expanded its portfolio to offer Flexi LRD for completed commercial assets that include office and retail space.

Announced plans to enter Retail Housing Finance

In January 2017, the Company (through its subsidiary) applied to the National Housing Bank (NHB) for incorporating a Housing Finance Company (HFC) as its subsidiary.

Partnership with Ivanhoe Cambridge to Invest in Residential Development in India

In February 2017, the Company entered a strategic partnership with Ivanhoe Cambridge, a real estate subsidiary of CDPQ (Caisse de depot et placement du Quebec), to provide long term equity capital to blue chip residential developers.

Acquisition of intrathecal spasticity and pain management business from Mallinckrodt LLC

In March 2017, the Companyâs wholly owned step down subsidiary in the UK, Piramal Critical Care Ltd acquired the intrathecal spasticity and pain management business from Mallinckrodt LLC, for an initial consideration of US$ 171 million and an additional consideration of up to US$ 32 million, payable depending on financial performance of the acquired assets over the next 3 years.

Augments integrated capabilities by expanding sterile manufacturing capabilities in Lexington

The Companyâs US$ 23.9 million investment to increase its capacity and capabilities in manufacturing is being rolled out in phases. Phase-I expansion at Lexington is nearing completion. The next phase of expansion will begin immediately, and is expected to be operational by the end of CY2018.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE Board of Directors approves raising of funds of up to Rs.5,000 Crores

In order to support future growth, the Board of Directors of the Company approved raising of funds to the extent of Rs.5,000 Crores on May 12, 2017.

OPERATIONS REVIEW

Total income from operations on a standalone basis for the year grew by 11.24% to Rs.3,809.31 Crores as compared to Rs.3,424.32 Crores in FY 2016. Profit before interest, depreciation and tax (PBITDA) for FY 2017 on a standalone basis grew by 23.20% to Rs.2,192.76 Crores as compared to Rs.1,779.89 Crores in FY 2016. Growth in PBIDTA was driven by strong revenue performance across most of the businesses. Net Profit for the year was Rs.776.78 Crores as compared to Rs.995.70 Crores in FY 2016. Earnings per share were Rs.45.01 for the year as compared to Rs.57.70 per share during the previous year.

A detailed discussion of operations for the year ended March 31, 2017 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES Piramal Healthcare Inc. [Consolidated]

Piramal Healthcare Inc. [consolidated] includes financials of its wholly owned subsidiaries Piramal Critical Care Inc., Piramal Pharma Inc. and Piramal Pharma Solutions Inc. (upto December 2016). Net sales of Piramal Healthcare Inc. [consolidated] for FY 2017 were at Rs.928.03 Crores. Profit before interest, depreciation and tax for the year was at Rs.371.93 Crores. Piramal Healthcare Inc. [consolidated] reported a net profit of Rs.153.17 Crores for the year.

PEL Pharma Inc. [Consolidated]

PEL Pharma Inc. [consolidated] includes financials of its wholly owned subsidiaries Piramal Pharma Solutions Inc. (from December 2016) and Ash Stevens LLC (acquired in August 2016).

Net sales of PEL Pharma Inc. [consolidated] for FY 2017 were at Rs.119.82 Crores. Profit before interest, depreciation and tax for the year was at Rs.13.36 Crores. PEL Pharma Inc. [consolidated] reported a net loss of Rs.17.78 Crores for the year.

Piramal Dutch IM Holdco B.V. [Consolidated]

Piramal Dutch IM Holdco B.V. [consolidated] includes financials of its wholly owned subsidiaries PEL-DRG Dutch Holdco B.V. and Decision Resources Group. Net sales of this group for FY 2017 were at Rs.1,222.80 Crores. Profit before interest, depreciation and tax for the year was at Rs.204.33 Crores. Net loss for the year was at Rs.158.88 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY 2017 were at Rs.682.23 Crores. Profit before interest, depreciation and tax for the year was at Rs.75.10 Crores. Piramal Healthcare UK Limited reported a net profit of Rs.36.62 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY 2017 were at Rs.171.17 Crores. Profit before interest, depreciation and tax for the year was at Rs.35.65 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs.56.38 Crores for the year.

Piramal Critical Care Limited [Consolidated]

Piramal Critical Care Limited (consolidated) includes financials of its wholly owned subsidiary Piramal Critical Care South Africa (Pty) Ltd. Net sales of Piramal Critical Care Limited (consolidated) for FY 2017 were at Rs.309.38 Crores. Profit before interest, depreciation and tax for the year was at Rs.184.53 Crores. Piramal Critical Care Limited (consolidated) reported a net profit of Rs.93.76 Crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY 2017 were at Rs.26.95 Crores. Loss before interest, depreciation and tax for the year was at Rs.0.23 Crores. Piramal Critical Care Italia SPA reported a net loss of Rs.1.44 Crores for the year.

Piramal Critical Care Deutschland GmbH

Net sales of Piramal Critical Care Deutschland GmbH for FY 2017 were at Rs.6.29 Crores. Loss before interest, depreciation and tax for the year was at Rs.4.27 Crores. Piramal Critical Care Deutschland GmbH reported a net loss of Rs.5.10 Crores for the year.

Piramal Imaging SA [Consolidated]

Piramal Imaging SA (consolidated) includes financials of its wholly-owned subsidiaries Piramal Imaging GmbH and Piramal Imaging Limited. Net sales of Piramal Imaging SA (consolidated) for FY 2017 were at Rs.80.18 Crores. Loss before interest, depreciation and tax for the year was at Rs.67.69 Crores. Piramal Imaging SA (consolidated) reported a net loss of Rs.157.55 Crores for the year.

Piramal Finance Limited

Income from operations for FY 2017 was at Rs.1,463.57 Crores. Profit before depreciation and tax for the year was at Rs.293.13 Crores. Piramal Finance Limited reported a net profit of Rs.193.28 Crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (consolidated) includes financials of Indiareit Investment Management Co. and Piramal Asset Management Private Limited. Income from operations for FY 2017 was at Rs.134.65 Crores. Profit before depreciation and tax for the year was at Rs.52.29 Crores. Piramal Fund Management Private Limited (consolidated) reported a net profit of Rs.35.68 Crores for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

Investment in Joint Ventures and Associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise PELâs share of post-acquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

Convergence Chemicals Private Limited is a 51:49 subsidiary of PEL. This entity is the result of a joint venture between PEL and Navin Fluorine International Limited, which has been set up to develop, manufacture and sell speciality fluorochemicals. Convergence Chemicals Private Limited reported a loss of Rs.0.63 Crores in FY 2017.

PEL has an effective 20% equity stake in Shriram Capital Limited. Share of profit of Shriram Capital Limited considered in consolidation for FY 2017 amounts to Rs.146.00 Crores.

PEL owns 49% equity stake in Allergan India Private Limited. Share of profit of Allergan India Private Limited considered in consolidation for FY 2017 amounts to Rs.28.11 Crores.

PELâs share of profit / (loss) of Rs. (2.80) Crores, Rs. (1.10) Crores and Rs.0.01 Crores in Bluebird Aero Systems Limited, Context Matters Inc. and Piramal Phytocare Limited respectively have been considered in consolidation for FY 2017.

DEPOSITS

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

STATUTORY AUDITORS AND AUDITORSâ REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2017.

In terms of Section 139(2) of the Companies Act, 2013, the existing Auditors, M/s Price Waterhouse hold office until the conclusion of this Annual General Meeting (âAGMâ). It is therefore required to appoint new auditors of the Company who will hold office for a period of 5 years i.e. until the conclusion of the 75^th AGM of the Company, to be held in calendar year 2022, subject to ratification by the members of the Company at every AGM.

It is proposed to appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W/W-100018) issued by the Institute of Chartered Accountants of India, as the new Statutory Auditors of the Company for a period of 5 consecutive years commencing from the conclusion of the ensuing AGM, subject to ratification by the members at every AGM during their tenure.

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, have confirmed that they are eligible for appointment as Statutory Auditors at this AGM. Accordingly, approval of shareholders is being sought at this AGM for their appointment for a period of 5 years.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY 2017 is enclosed as Annexure B.

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure C to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Anand Piramal was appointed by the Board as an Additional Director (Non - Executive) with effect from May 12, 2017 and holds office upto the date of the ensuing Annual General Meeting. The Board recommends his appointment as Non - Executive Director of the Company, liable to retire by rotation, at the ensuing Annual General Meeting.

There were no other changes in Directors or Key Managerial Personnel.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the provisions of the Companies Act, 2013, Mr. Vijay Shah retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Approval of shareholders is also being sought for the re-appointment of Mr. Ajay G. Piramal, Chairman and Ms. Nandini Piramal, Executive Director for a period of 5 years with effect from April 1, 2017, which the Board recommends.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year seven Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://www.piramal.com/investors/policies-codes.

AUDIT & RISK MANAGEMENT COMMITTEE

The Audit & Risk Management Committee comprises three members, all of whom are Independent Directors.

1. Mr. N. Vaghul - Chairman

2. Mr. Keki Dadiseth

3. Dr. R.A. Mashelkar

Further details on the Audit & Risk Management Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 6 and 13 of the financial statements for loans to bodies corporate and to Note no. 26(2) for guarantees provided by the Company.

As regards details of Investments in bodies corporate, details of the same are given in Note no. 4 of the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company had entered into contract/arrangement/ transaction with related parties which were on armsâ length basis but which were considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure F.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www.piramal.com/investors/policies-codes.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2017, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2017 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.		Name of Director / KMP and Designation	Remuneration of Director/ KMP for FY 2017 (Rs. in Lakhs)				% increase / decrease in Remuneration in FY 2017	Ratio of remuneration of each Whole - Time Director to median remuneration of employees
1		Ajay G. Piramal Chairman	1,118.04			10.00%		215.37
2		Swati A. Piramal Vice Chairperson	512.44			10.00%		98.71
3		Nandini Piramal Executive Director	372.68			10.00%		71.79
4		Vijay Shah Executive Director	655.06			16.25%		126.19
5		Gautam Banerjee Independent Director	30.00			N.A.		N.A.
6		Keki Dadiseth Independent Director	35.50			N.A.		N.A.
7		S. Ramadorai Independent Director	29.00			N.A.		N.A.
8		Deepak Satwalekar Independent Director	38.00			N.A.		N.A.
9		R. A. Mashelkar Independent Director	40.00			N.A.		N.A.
10		Goverdhan Mehta Independent Director	33.00			N.A.		N.A.
11		Siddharth Mehta Independent Director	31.00			N.A.		N.A.
12	N. Vaghul Independent Director			41.50	N.A.			N.A.
13	Rajesh Laddha Chief Financial Officer			441.56	11.98%			N.A.
14	Leonard DâSouza Company Secretary			94.83	15.35%			N.A.

Note: Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Independent Directors, in the above table, comprises sitting fees and commission. Details in the corresponding columns are applicable for Whole-time Directors and KMPs. Mr. Vijay Shah, Mr. Rajesh Laddha and Mr. Leonard DâSouza also receive ESOPs under the Companyâs ESOP Scheme.

iii. In the financial year, there was an decrease of 0.5% in the median remuneration of employees;

iv. There were 4,013 permanent employees on the rolls of the Company as on March 31, 2017;

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2017 was 13%. As regards comparison of Managerial Remuneration of FY 2017 over FY 2016, details of the same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Companyâs website, the weblink to which is http://www.piramal.com/investors/financial-reports#parentVerticalTab2.

I) None of the Whole-Time Directors received any commission nor any remuneration from any of the Companyâs subsidiaries.

II) The following details are given in the Report on Corporate Governance forming part of this Annual Report:

(i) all elements of remuneration package of all the Directors;

(ii) details of fixed component and performance linked incentives of Whole-Time Directors along with the performance criteria;

(iii) service contracts, notice period, severance fees of Whole-Time Directors;

(iv) stock option details of Whole-Time Director;

III) Requisite details relating to ESOPs are available on your Companyâs website, the weblink to which is http://www.piramal.com/investors/financial-reports#parentVerticalTab2.

SECRETARIAL AUDIT REPORT

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed hereto as Annexure H and forms part of this Report.

RISK MANAGEMENT POLICY

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2018. They were also the cost auditors for the previous year ended March 31, 2017. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2018.

BUSINESS RESPONSIBILITY REPORT

The âBusiness Responsibility Reportâ of your Company for the year 2016-17 as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure I.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration nor commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai

Date: May 12, 2017 Chairman

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting their 69th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31,2016.

PERFORMANCE HIGHLIGHTS (STANDALONE)

(Rs. in Crores)

Particulars FY2016 FY2015

Revenue from operations 3,516.53 2,401.41

Other Income 305.38 250.18

Total Revenue 3,821.91 2,651.59

R&D Expenses 60.82 183.12

Other Expenses 1,988.06 1,773.63

EBIDTA excluding FOREX impact 1,773.03 694.84

Foreign Exchange Gain/(Loss) 119.71 48.41

EBIDTA 1,892.74 743.25

% margin 49.52 28.03

Less:

Finance Costs 792.21 306.91

Depreciation 79.62 88.84

Profit before tax and Exceptional Income 1,020.91 347.50

Add: Exceptional Income /(Expenses) -(Net) 70.19 298.88

Profit before Tax 1,091.10 646.38

Less:

Income Tax provision 29.95 273.64

Current 29.95 273.61

Deferred 0.00 0.03

Profit for the year 1,061.15 372.74

% margin 27.76 14.06

Add:

Profit brought forward from previous year 3,104.15 3,182.64

Credited on Merger - 27.23

Depreciation charged to Reserves - (7.65)

Profit available for appropriation 4,165.30 3,574.96

Appropriation:

Proposed dividend

- Equity Shares - 345.13

- Dividend Distribution Tax thereon - 70.26

Interim dividend

Equity Shares 301.99 -

- Dividend Distribution Tax thereon 61.48 -

Transfer to Debenture Redemption Reserve 438.58 55.42

Balance carried to Balance Sheet 3,363.25 3,104.15

Earnings Per Share (Basic/Diluted) (Rs.) 61.49 21.60

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

DIVIDEND

The Company paid an interim dividend of Rs. 17.50 per equity share i.e. (3.875% on 17,25,63,100 equity shares having face value of Rs. 2 each in the month of March, 2016 to all its members as on the record date March 19,2016 for the financial year 2016.

The total cash outflow on account of dividend payment including dividend distribution tax thereon was Rs. 363.47 Crores (FY2015 Rs. 415.39 Crores).

It is proposed that this interim dividend be declared as final dividend for the Financial Year ended March 31,2016.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure A to this Report have become or ceased to become subsidiaries, joint ventures or associate companies.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies (herein collectively referred to as "Group Companies'') in Form AOC1 is attached to the Accounts. The separate audited financial statements of the Group Companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited financial statements of the Group Companies are also available on the website of your Company at http://www.piramal.eom/investors/financial-reports#parentVerticalTab2.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2016 Sale of Piramal Clinical Research

In April 2015, the Company sold its clinical research division known as ''Piramal Clinical Research'' (formerly known as Wellquest), to Indoco Remedies Limited.

Acquisition of Healthcare Business Insights (HBI)

In May 2015, the Company''s wholly owned subsidiary in the US, Decision Resources Inc., which is engaged in the Information Management business, acquired HBI, a trusted provider of best practice research, training and services to more than 1,400 hospitals across the US. This acquisition marked the Company''s entry into the provider space.

Entered into a co-promotion agreement with Cumberland Pharmaceuticals Inc.

In November 2015, the Company''s wholly owned subsidiary, Piramal Critical Care Inc., entered into a co-promotion agreement with Cumberland Pharmaceuticals Inc., a specialty pharmaceutical company focused on hospital acute care and gastroenterology, for two of Cumberland''s branded hospital products, CaldolorÂ® and VaprisolÂ® in the United States.

Acquisition of baby-care brand "Little''s"

In November 2015, the Company acquired baby-care brand "Little''s", which includes the entire product range across six categories. Little''s is present across a wide range of products including feeding bottles, skin- care, grooming accessories, apparels and toys for babies.

Acquisition of five trademark rights for India

In December 2015, the Company acquired five trademark rights for India from Organon India Pvt. Ltd. and MSD BV. The main brands acquired through this acquisition are Naturolax, Lactobacil and Farizym brands. With this acquisition, PEL intends to expand in the Gastro-lntestinal (GO segment through the over-the-counter (OTC) route.

Sale of Canada-based cartilage repair product, BST-CarGelÂ®

In January 2016, the Company sold its Canada-based cartilage repair product, BST-CarGelÂ® to Smith & Nephew, the global medical technology business.

Launch of''Stop AllerG''

In January 2016, the Company launched "Stop AllerG'', an anti-allergy OTC brand. Stop AllerG is a non-drowsy formulation, which provides relief in minutes, from the symptoms of allergy.

Acquisition of Adaptive Software

In February 2016, the Company''s wholly owned subsidiary in the US, Decision Resources Inc., which is engaged in the Information Management business, acquired Adaptive Software, developers of market-leading pharmacy benefit and formulary management software platforms. This acquisition marked the Company''s entry into Payer Market.

Launch of Benzocaine based throat spray- ThroatsM''

In March 2016, the Company launched India''s first ever Benzocaine based throat spray-Throatsil'', a sore throat pain relief product. It has been launched in two markets of Southern India namely-Chennai and Coimbatore.

OPERATIONS REVIEW

Total income from operations on a standalone basis for the year grew by 46.4% to Rs. 3,516.53 Crores as compared with Rs. 2,401.41 Crores in FY2015. Profit before interest, depreciation and tax (PBITDA) for FY2016 on a standalone basis grew by 154.7% to Rs. 1,892.74 Crores as compared with Rs. 743.25 Crores in FY2015. Growth in PBIDTA was driven by strong revenue performance across most of the businesses. Net profit for the year was Rs. 1,061.15 Crores as compared with Rs. 372.74 Crores in FY2015. Earnings per share were Rs. 61.49 for the year as compared with Rs. 21.60 per share during the previous year.

A detailed discussion of operations for the year ended March 31, 2016 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

RESEARCH & DEVELOPMENT

During FY2016, the Company through its marketing partner received approval for the commercial production and market supply of NeuraceqÂ (florbetaben F18 injection) in Korea. In addition to the doses which are sold in Germany, France, Austria, Spain, Netherlands, Poland, Czech Republic, United Kingdom, Belgium and Italy, sales of NeuraceqÂ showed an upward trend mainly on account of Imaging Dementia - Evidence for Amyloid Scanning (IDEAS) trial supply in USA and various supply agreements signed with pharmaceutical companies developing disease-modifying drug for Alzheimer''s disease.

SUBSIDIARY COMPANIES Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of its wholly owned subsidiaries Decision Resources Group (upto December 2015), Piramal Critical Care Inc, Piramal Pharma Inc. and Coldstream Laboratories Inc. Net sales of Piramal Healthcare Inc. for FY2016 were at Rs. 1,808.7 Crores. Profit before interest, depreciation and tax for the year was at Rs. 374.4 Crores. Piramal Healthcare Inc. reported a net profit of Rs. 26.9 Crores for the year.

DRG Holdco Inc.

DRG Holdco Inc. includes financials of its wholly owned subsidiaries Piramal IPP Holdings LLC and the Decision Resources Group (from December 2015). Net sales of DRG Holdco Inc. for FY2016 were at Rs. 262.4 Crores. Loss before interest, depreciation and tax for the year was at Rs. 16.7 Crores. DRG Holdco Inc. reported a net loss of Rs. 122.6 Crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY2016 were at Rs. 742.4 Crores. Profit before interest, depreciation and tax for the year was at Rs. 76.9 Crores. Piramal Healthcare UK Limited reported a net profit of Rs. 28.2 Crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY2016 were at Rs. 164.2 Crores. Profit before interest, depreciation and tax for the year was at Rs. 47.1 Crores. Piramal Healthcare (Canada) Limited reported a net profit of Rs. 35.8 Crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY2016 were at Rs. 23.3 Crores. Loss before interest, depreciation and tax for the year was at Rs. 5.2 Crores. Piramal Critical Care Italia SPA reported a net loss of Rs. 23.1 Crores for the year.

Piramal Imaging SA

Piramal Imaging SA includes financials of its wholly-owned subsidiaries Piramal Imaging GmBh and Piramal Imaging Limited. Net sales of Piramal Imaging SA for FY2016 were at Rs. 15.2 Crores. Loss before interest, depreciation and tax for the year was at Rs. 178.6 Crores. Piramal Imaging SA reported a net loss of Rs. 254.1 Crores for the year.

Piramal Finance Private Limited

Income from operations of Piramal Finance Private Limited for FY2016 was at Rs. 136.1 Crores. Profit before depreciation and tax for the year was at Rs. 86.5 Crores. Piramal Finance Private Limited reported a net profit of Rs. 37.2 Crores for the year.

Piramal Fund Management Private Limited

Piramal Fund Management Private Limited includes financials of Indiareit Investment Management Co. and Piramal Asset Management Private Limited. Income from operations for FY2016 was at Rs. 88.1 Crores. Profit before depreciation and tax for the year was at Rs. 26.0 Crores. Piramal Fund Management Private Limited reported a net profit ofRs. 9.7 Crores for the year.

Convergence Chemicals Private Limited

Convergence Chemicals Private Limited is a 51:49 Joint Venture, between PEL and Navin Fluorine International Limited, for developing manufacturing and selling speciality fluorochemicaIs. Convergence Chemicals Private Limited was incorporated last year and reported a net loss ofRs. 0.7 Crores during FY2016.

JOINT VENTURES AND ASSOCIATE COMPANIES

Allergan India Private Limited (AIL) is a 51:49 Joint Venture, between Allergan Pharmaceuticals (Ireland) Ltd Inc and PEL, for ophthalmic products. Total FY2016 revenues of AIL were Rs. 337.3 Crores. Profit before interest, depreciation and tax for the year was at Rs. 115.1 Crores. AIL reported a net profit of Rs. 73.1 Crores for the year.

Shrilekha Financial Services is a partnership firm jointly owned by PEL (74.95%) and Shriram Ownership Trust. During FY2015, PEL has acquired an effective 20% equity stake in Shriram Capital Limited for an aggregate consideration of Rs. 2,146.2 Crores. PEL''S share of profit/loss of associates include share of profit of Shriram Capital Limited amounting to Rs. 153.0 Crores.

Piramal Enterprises Limited (directly or through its subsidiaries) had acquired 27.83% stake in Bluebird Aero Systems Ltd, Israel for a consideration of USD7 million in 2012. Profits of Rs. 6.3 Crores have been considered for consolidation in the year ended March 31, 2016.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

Entered an agreement to acquire four brands from Pfizer Limited

In May 2016, the Company entered into an agreement to acquire four brands from Pfizer Limited. The acquisition includes brands namely: Ferradol, Neko, Sloan''s and Waterbur/s Compound. Additionally the agreement also includes the trademark rights for Ferradol and Waterbur/s Compound in Bangladesh and Sri Lanka.

DEPOSITS

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

STATUTORY AUDITORS AND AUDITOR''S REPORT

In accordance with Section 139 of the Companies Act, 2013, M/s Price Waterhouse, Chartered Accountants, were re-appointed by the shareholders of the Company at the Annual General Meeting held on July 25,2014, as Statutory Auditors for a period of 3 years to hold office until the conclusion of the 70th Annual General Meeting of the Company in calendar year2017.

In accordance with the provisions of Section 139,142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure.

M/s Price Waterhouse, Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this Annual General Meeting (AGM). Accordingly, approval of shareholders is being sought at this AGM for ratification of their appointment.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31,2016 except in respect of fraud on the Company committed by an erstwhile employee resulting in losses to the Company amounting Rs. 3.18 Crores in the current year, for which Management has taken appropriate remedial measures. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2016 is enclosed as Annexure B.

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure C to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith as Annexure D.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amit Chandra, Independent Director, stepped down as a Director of the Company with effect from December 21,2015, in view of his other professional commitments. The Company places on record its appreciation and gratitude for the invaluable contributions made by Mr. Chandra during his tenure as a member of the Board of Directors.

There were no other changes in Directors or Key Managerial Personnel.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b)of the Listing Regulations.

In accordance with the provisions of the Companies Act, 2013, Dr. (Mrs J Swati A. Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year seven Board meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle Blower policy are posted on the website of the Company and the weblink to the same is http://www.piramal.com/investors/policies-codes.

AUDIT & RISK COMMITTEE

The Audit & Risk Committee comprises three members, all of whom are independent directors.

1. Mr. N.Vaghul-Chairman

2. Mr. Keki Dadiseth

3. Dr. R.A. Mashelkar

Further details on the Audit & Risk Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given In Annexure E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to Note nos. 14 and 20 of the financial statements for loans to bodies corporate and to Note no. 22(A)(2) for guarantees provided by the Company.

As regards details of Investments in bodies corporate, details of the same are given in Note nos. 13 and 16 of the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which were not on arm''s length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

Your Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at http://www.piramal.com/investors/policies-codes.

MANAGERIAL REMUNERATION

A) Remuneration to Directors and Key Managerial Personnel

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2016, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2016 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ii. The median remuneration of employees of the Company during FY2016 was Rs. 5,21,766;

iii. In the financial year, there was an increase of 8.2% in the median remuneration of employees;

iv. There were 3,783 permanent employees on the rolls of the Company as on March 31, 2016.

v. Relationship between average increase in remuneration and Company''s performance:

The increase in median remuneration of employees was 8.2%. As regards Company''s performance, its Profit after Tax for the current FY2015-16 was Rs. 1,061.15 Crores as against Profit of Rs. 372.74 Crores for the FY2014-15.

Remuneration to Employees is as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises fixed pay, perquisites, retiral benefits and performance pay. Key Managerial Personnel and Senior Management are also provided Employee Stock Options (ESOPs) by the ESOP Trust. Performance Pay, which is the variable component of remuneration and comprises a significant portion of total remuneration is, amongst other factors, linked to Company''s performance.

vi. (a) Variations in the market capitalisation of the Company

The market capitalisation as on March 31,2016 was Rs. 17,885 Crores (Rs. 15,029 Crores as on March 31,2015).

(b) Price Earnings Ratio of the Company was 16.86 as at March 31, 2016 and was 40.32 as at March 31,2015.

vii. Percent increase over/decrease in the market quotations of the shares of the Company as compared to the price at which the last public offer was made

The last offer of shares to the public was made in August 2005, which was the Rights Issue of 19,001,601 equity shares of Rs. 2 each at a price of Rs. 175 per share. As against this, the average closing price of the Company''s equity shares on the National Stock Exchange for FY201 6 was Rs. 941.18.

viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. FY201 6 was 9.6%. As regards comparison of Managerial Remuneration of FY2016 over FY2015, details of the same are given in the above table at sr. no. (i).

ix. Key parameters for the variable component of remuneration availed by Directors

The variable component of remuneration for Executive Directors are determined on the basis of several criteria including their individual performance as measured by achievement of their respective Key Result Areas (KRAs), strategic initiatives taken and being implemented, their respective roles in the organisation, fulfillment of their responsibilities and performance of the Company. This is in accordance with the Company''s Remuneration Policy.

x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable.

xi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement forming part of this Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Company''s website, the weblink to which is http://www.pirarrial.coiTi/investors/financial-reports#parent VerticalTab2.

I) None of the Whole-Time Directors received any commission nor any remuneration from any of the Company''s subsidiaries.

II) The following details are given in the Report on Corporate Governance forming part of this Annual Report:

(i) all elements of remuneration package of all the directors;

(ii) details of fixed component and performance linked incentives of Whole-Time Directors along with the performance criteria;

(iii) service contracts, notice period, severance fees of Whole-Time Directors;

(iv) stock option details of Whole-Time Director.

III) Requisite details relating to ESOPs are available on your Company''s website, the weblink to which is http://www.pirarrial.coiTi/investors/financial-reports#parent VerticalTab2

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed M/s. N.L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure F and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation oradverse remark.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed hereto as Annexure G and forms part of this Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

DIRECTORS* RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31,2016, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2016 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual financial statements on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COST AUDIT

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31,2017. They were also the cost auditors for the previous year ended March 31,2016. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31,2017.

OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

For and on behalf of the Board of Directors

Chairman

Mumbai May 16, 2016

Mar 31, 2014

Dear Shareholders,

The take pleasure in presenting the 67th Annual Report and Audited Accounts for the year ended March 31, 2014. PERFORMANCE HIGHLIGHTS: (Standalone)

(Rs. in Crores)

Particulars FY 2013-14 FY 2012-13

Operating income 1,843.1 1,401.3

Income from Investments 249.9 216.8

Total Operating Income 2,093.0 1,618.1

R&D Expenses 240.1 237.1

Other Expenses 1,539.0 1,292.2

OPBIDTA excluding FOREX impact 313.9 88.8

Foreign Exchange Gain / (Loss) 179.3 159.2

OPBIDTA 493.2 248.0

% margin 23.6% 15.3%

Non-operating other income 7.6 1.9

EBIDTA 500.8 249.9

% margin 23.9% 15.4%

Less:

Finance Costs 812.6 420.0

Depreciation 76.2 77.8

Profit / (Loss) before tax and exceptional income (388.0) (247.9)

Add : Exceptional Income 18.0 -

Profit / (Loss) before tax (370.0) (247.9)

Less:

Income Tax provision - (16.3)

Â Current - 84.2

Â Deferred - (100.5)

Profit / (Loss) for the year (370.0) (231.6)

%margin (17.7%) (14.3%)

Add:

Profit brought forward from previous year 4,612.5 5,197.4

Profit available for appropriation 4,242.5 4,965.8

Appropriation: Proposed dividend

Â Equity Shares 906.0 302.0

Â Dividend Distribution Tax thereon 154.0 51.3

Transfer to General Reserve - -

Transfer to Debenture Redemption Reserve - -

Balance carried to Balance Sheet 3,182.5 4,612.5

Earnings Per Share (Basic/Diluted) (Rs.) (21.4) (13.4)

Note: Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

DIVIDEND:

The Board has recommended an Equity Dividend of Rs. 52.50 per equity share of Rs. 2 for the financial year ended March 31, 2014, which comprises the following:

a) Ordinary Dividend at Rs. 17.50 per equity share, which is equivalent to the dividend declared for the last financial year ended March 31, 2013; and

b) One-time special dividend of Rs. 35 per equity share;

The above dividend of Rs. 52.50 per equity share will be paid to eligible members during the period from July 26, 2014 and July 30, 2014 after the approval by the members at the forthcoming Annual General Meeting (''AGM'').

The total cash outflow on account of dividend payments, including distribution tax, will be Rs. 1060.0 crore (FY2013Rs.353.3 crores).

The Board recommends the above dividend for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2014:

Strategic partnership with the Shriram Group

In May 2013, a long term association was entered into with the Shriram Group with the acquisition of -10% stake in Shriram Transport Finance Company Limited, the Group''s listed NBFC, for Rs. 1,636 crores.

Approval and marketing authorization for NeuraceqÂ

Diagnostic imaging agent, NeuraceqÂ (florbetaben F18) received approval from the U.S. Food and Drug Administration (FDA) in March 2014 and from the European Commission in February 2014. With this approval, NeuraceqÂ can be marketed in the U.S. and in all countries of the European EconomicArea (EEA). Florbetaben, a 2012 acquisition, is a PET tracer for the detection of beta-Amyloid plaque deposition in the brain.

Alliances with CPPIB Credit Investments Inc. and IIFL

The Company partnered with CPPIB Credit Investments Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board (CPPIB) for providing rupee debt financing to urban residential projects across India. Both parties have initially committed US$ 250 million each for this purpose.

Another strategic partnership was entered into with India Infoline Limited (IIFL) for investment advisory services. The first IIFL vehicle advised - ''IIFL Income Opportunities Fund Series - Special Situations'', was closed at Rs. 750 crores in March 2014.

Investment of Rs. 500 crores in Green Infra Limited

In April 2013, the Company invested Rs. 500 crores in Optionally Convertible Debentures of the renewable energy producer, Green Infra Limited. With this, the total structured investments made by the Company aggregated to Rs. 925 crores.

Acquisition of consumer product brand - Caladryl

In October 2013, the Company acquired an anti pruritic brand, ''Caladryl'', from Valeant Pharmaceuticals International Inc. This product, known for dermatosis application for minor skin irritations, was acquired to widen the Company''s consumer products portfolio in the skin care segment.

Merger of PHL Holdings Private Limited into PEL

On May 10, 2013, the Hon''ble High Court of Judicature at Bombay sanctioned the Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited (''PHPL'') and Piramal Enterprises Limited (''Company''). In terms of this Scheme, 8,40,92,879 equity shares of the Company that were held by PHPL were cancelled with consequential reduction in share capital and an equivalent number of shares (i.e. 8,40,92,879 equity shares) of the Company, credited as fully paid up, were allotted to the shareholders of PHPL. The total share capital of the Company pre and post this Scheme therefore remained unchanged. Further, there has been no impact on the financials of the Company. The asset and liability position of the Company has remained unchanged. Also, all costs, charges, taxes including duties, levies and all other expenses, arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto are borne by PHPL/ its shareholder, as provided under the Scheme, and not by PEL.

OPERATIONS REVIEW:

Total operating income on a standalone basis for the year grew by 29.4% to Rs. 2,093.0 crores as against Rs. 1,618.1 crores in FY2013. EBITDA for FY2014 on a standalone basis grew by 100.4% to Rs. 500.8 crores from Rs. 249.9 crores in FY2013. Growth in EBIDTAwas driven by higher revenues in the current year. Loss for the year was Rs. 370.0 crores as against a loss of Rs. 231.6 crores in FY2013. This is on account of an increase of 93.5% in finance costs due to increase in loans taken to expand the financial services businesses. The finance costs also include one time charges of Rs. 178 crores on discounting of receivables from Abbott. Earnings per share were Rs. (21.4) for the year.

A detailed discussion of operations for the year ended March 31, 2014 is given in the Management Discussion and Analysis section.

RESEARCH & DEVELOPMENT:

The Company''s R&D efforts are focused in the areas of oncology and metabolic disorders. In May 2013, the Investigational New Drug (IND) P11187 was approved by the U.S. FDA, enabling initiation of Phase I trials. In August 2013, U.S. FDA approval was also received for P7435, a DGAT1 inhibitor that addresses multiple aspects of metabolic syndrome. Phase I trials have commenced for both these candidates. The company continues to make progress with the active Phase I trials in Oncology for P1446 and P7170. The R&D facility located in Mumbai received OECD GLP approval in March 2014. The Company has a pipeline of drugs in various stages of clinical trials and a discovery portfolio. There is a system for ongoing review to enable appropriate investment decision making.

NeuraceqÂ (florbetaben F18) received approval from the U.S. FDA in March 2014 and the European Commission in February 2014. NeuraceqÂ can now be marketed in the U.S. and all the countries in the European Economic Area (EEA).

BST-CarGelÂ® received European regulatory approval in FY2013 and was commercially launched in a number of major countries in Europe. The process for getting the product included in the insurance reimbursement list has been initiated. BST-CarGelÂ® is an EU class III medical device that enhances cartilage regeneration.

SUBSIDIARY COMPANIES:

Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of its wholly-owned subsidiaries DRG, Piramal Critical Care Inc. and Piramal Pharma Inc. Net sales for FY2014 were at Rs. 1,506.7 crores. Operating profit for the year was at Rs. 309.6 Crores. Piramal Healthcare Inc. reported a net loss of Rs. 55.8 crores for the year.

Piramal Healthcare UK Limited

Net sales of Piramal Healthcare UK Limited for FY2014 were at Rs. 576.3 crores. Operating loss for the year was at Rs. 10.9 crores. Piramal Healthcare UK Limited reported a net loss of Rs. 54.4 crores for the year.

Piramal Healthcare (Canada) Limited

Net sales of Piramal Healthcare (Canada) Limited for FY2014 were at Rs. 136.7 crores. Operating loss for the year was at Rs. 19.5 crores. Piramal Healthcare (Canada) Limited reported a net loss of Rs. 36.5 crores for the year.

Piramal Critical Care Italia SPA

Net sales of Piramal Critical Care Italia SPA for FY2014 were at Rs. 28.0 crores. Operating loss for the year was at Rs. 2.7 crores. Piramal Critical Care Italia SPA reported a net loss of Rs. 6.6 crores for the year.

Piramal Imaging SA

Net sales of Piramal Imaging SA for FY2014 were at Rs. 3.2 crores. Operating loss for the year was at Rs. 76.7 crores. Piramal Imaging SA reported a net loss of Rs. 99.1 crores for the year.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Piramal Pharmaceutical Development Services Pvt. Ltd. includes financials of its wholly-owned subsidiary Oxygen Bio Research Pvt. Ltd. Net sales for FY2014 were at Rs. 86.0 crores. Operating profit for the year was at Rs. 23.2 crores. Piramal Pharmaceutical Development Services Pvt. Ltd. reported a net profit of Rs. 3.9 crores for the year.

Piramal Finance Private Limited (Formerly known as PHL Finance Private Limited)

Revenue of Piramal Finance Private Limited for FY2014 was at Rs. 165.7 crores. Operating profit for the year was at Rs. 75.6 crores. Piramal Finance Private Limited reported a net profit of Rs. 48.6 crores for the year.

Piramal Fund Management Private Limited (Formerly known as Indiareit Fund Advisors Private Limited)

Piramal Fund Management Private Limited includes financials of Indiareit Investment Management Co. and Indiareit Asset Management Private Limited. Revenue for FY2014 was at Rs. 80.1 crores. Operating profit for the year was at Rs. 20.3 crores. Piramal Fund Management Private Limited reported a net profit of Rs. 16.3 crores for the year.

Accounts of Subsidiary Companies

The Ministry of Corporate Affairs has vide its circular dated February 8, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfilment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Company''s subsidiaries are not attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribed under the terms of the general exemption, for the Company''s subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Company''s subsidiaries and the related detailed information can also be sought by any shareholder of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The Annual Accounts of the Company''s subsidiaries are also available for inspection for any shareholder at the Company''s and/or the concerned subsidiary''s registered office.

JOINT VENTURE:

Allergan India Limited (AIL) is a 51:49 Joint Venture for ophthalmic products between Allergan Pharmaceuticals (Ireland) Ltd. Inc. and PEL. Total FY2014 revenues of AIL were Rs. 242.1 crores as againstRs. 205.5 crores for FY2013. Operating profit for the year was at Rs. 38.0 crores. AIL reported a net profit of Rs. 23.8 crores for the year.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE:

Sale of the investment in Vodafone India Limited

In April 2014, the Company sold its 11% stake in Vodafone India Limited to Prime Metals Ltd, an indirect subsidiary of Vodafone Group Pic, for Rs. 8,900 crores. The Company had acquired this stake for Rs. 5,864 crores in FY2012.

Further investment in the Shriram Group

In April 2014, the Company acquired an effective 20% stake in Shriram Capital Limited, the holding company for the Shriram Group''s financial services and insurance businesses for Rs. 2,014 crores. The Company has also agreed to acquire a 9.9% stake in the retail sector focused NBFC of the Shriram Group, Shriram City Union Finance Limited for a consideration ofRs. 790 crores.

Sales and distribution agreement for OTC brand ''Equal''

In April 2014, the Company signed an exclusive sales & distribution agreement for the Indian market with Merisant for its artificial sweetner, ''Equal''.

Merger of step-down wholly-owned subsidiaries with the Company

With a view to eliminate additional layers of subsidiaries, simplify the Group structure and avail resultant synergies, the Board on May 5, 2014, approved the Scheme of Amalgamation between Piramal Pharmaceutical Development Services Private Limited ("PPDSPL") and Oxygen Bio Research Private Limited ("02H") and PHL Capital Private Limited ("PHL Cap") with Piramal Enterprises Limited ("Company"). The Appointed Date of the Scheme is April 1, 2014. Since the merger is of wholly-owned step- down subsidiaries, no shares are proposed to be issued pursuant to the merger. This scheme is subject to requisite approvals including under the Listing Agreement and by the Hon''ble High Courts.

This amalgamation will also facilitate improvement in the customer perception as ONE PIRAMAL as customers will not be required to deal with different legal entities. The merger will also improve organisational capability arising from the pooling of human capital that has diverse skills, talent and vast experience with respect to manufacturing and research and development, if all the manufacturing facilities are housed under PEL.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which provides protection to all its assets against loss from unauthorized use and for correct recording and reporting of transactions. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to the Company. Afavorable work environment has been created that encourages innovation and meritocracy. The Company had a staff strength of 3,008 employees (FY2013: 2,976 employees) as at March 31, 2014.

Function 31.03.2014 31.03.2013 Change

Field 426 508 -82

R&D 505 526 -21

Others 2,077 1,942 135

Total 3,008 2,976 32

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office of the Company during working hours up to the date of the AGM.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as Annexure III to this Report.

COST AUDIT:

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2015. They were also the cost auditors for the previous year ended March 31, 2014. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2015.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended March 31, 2013 were filed on August 28, 2013.

The Cost Audit Reports for the financial year ended March 31, 2014 will be filed within the prescribed period.

SECRETARIAL AUDIT:

As a measure of good corporate governance practice and as recommended by the MCA Corporate Governance Voluntary Guidelines, 2009, the Company has voluntarily subjected itself to a secretarial audit for FY2014, which was carried out by M/s. N.L. Bhatia & Associates, Practicing Company Secretaries. The secretarial audit report forms part of this annual report.

The said secretarial audit report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956 and Companies Act, 2013, to the extent notified and Rules made there under, Listing Agreements with the Stock Exchanges and the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Company''s (''PEL'') commitment towards the implementation of best EHS practices can be observed in the Corporate EHS policy, which has been posted on the Company''s website. The policies and practices exemplified in the said policy are uniformly applicable for all the PEL sites. This is aimed at not only achieving compliance with applicable regulations in the field of EHS but also bringing uniformity of EHS framework and practices across all the sites.

EHS consideration in different aspects of business at PEL begins at the concept and design stage itself. Processes are designed and carried out in an environment friendly manner with maximum resource utilisation and generation of least amount of waste.

ENVIRONMENT:

The environmental performance of all sites is evaluated on a monthly basis by the Corporate EHS team. Each site team monitors its environmental parameters like water consumption, effluent generation, solid and hazardous waste generation, disposal methods and quantities, etc. and a thorough discussion is carried out on the implementation of the most environmental friendly and cost effective strategy.

Considering the global consideration of Greenhouse Gas (GHG) related global warming, PEL has been monitoring its GHG emission for the past four years and implementing strategies to minimise its GHG emissions. Last year the EHS team of PEL implemented a tree census program as a part of its carbon offsetting program to minimise the GHG emissions. It was a unique and challenging activity aimed at assessing the carbon sequestering capability of the green belt existing on our plant sites in India. The C02 emission calculation is based on internationally recognised GHG protocol.

OCCUPATIONAL HEALTH AND SAFETY:

At PEL, Safety is accorded the highest priority for business. All activities in the Company are carried out with the aim of completing it without a single incident or accident at site. Zero tolerance towards safety incidents is a norm at PEL. Regular plant inspections and audits are carried out to ensure that best Safety practices are implemented at all the sites. Most of the sites at PEL have implemented the Safety Management System and are certified for OHSAS 18001.

The highlight of 2013-14 was receiving the British Safety Council Five Star Award for our manufacturing facility at Digwal, Andhra Pradesh. The site achieved a cumulative score of 96.5 out of 100. The minimum score required for Five Star award was 95.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

a) that 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) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and its loss for the year ended on that date;

c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. Vijay Shah retires by rotation at the ensuing Annual General Meeting ("AGM") and is eligible for re-appointment, which the Board recommends.

In terms of the Companies Act, 2013 (''Act'') Independent Directors are required to be excluded while computing the number of directors to retire by rotation. Accordingly, it is proposed to change the terms of office of Dr. (Mrs.) Swati A. Piramal and Ms. Nandini Piramal from non-retiring to retiring by rotation.

As of the date of this Report, Mr. N. Vaghul, Mr. Keki Dadiseth, Dr. R.A. Mashelkar, Mr. S. Ramadorai, Mr. Deepak Satwalekar, Mr. Amit Chandra, Prof. Goverdhan Mehta, Mr. Gautam Banerjee and Mr. Siddharth Mehta are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, for a term up to March 31, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as Annexure I to this Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

AUDITORS:

M/s. Price Waterhouse hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 70th Annual General Meeting of the Company in the calendar year 2017.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Mumbai Ajay G. Piramal

May 5, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The take pleasure in presenting the 66th Annual Report and Audited Accounts for the Year ended March 31, 2013.

PERFORMANCE HIGHLIGHTS: (Standalone)

(Rs. in Crores)

Particulars FY 2012-13 FY 2011-12

Operating income 1,403.2 1,153.5

Income from Investments 216.8 254.7

Total Operating Income 1,620.0 1,408.2

R&D Expenses 237.1 167.9

Other Expenses 1,292.2 1,122.5

EBIDTA excluding FOREX impact 90.7 117.8

Foreign Exchange Gain / (Loss) 159.2 279.7

EBIDTA 249.9 397.5

% margin 15.4% 28.3%

Less: Interest Expenses 420.0 199.9

Depreciation 77.8 76.4

Profit before tax (247.9) 121.2

Less: Income Tax provision (16.3) (9.5)

Â Current 84.2 22.5

Â Deferred (100.5) 8.2

Â MAT Credit Entitlement - (40.2)

Profit / (Loss) after tax (231.6) 130.7

% margin (14.3%) 9.3%

Add:

Profit brought forward from previous year 5,197.4 5,768.3

Profit available for appropriation 4,965.9 5,899.0

Appropriation:

Proposed dividend

Â Equity Shares 302.0 302.0

Â Dividend Distribution Tax thereon 51.3 49.0

Transfer to General Reserve - 13.1

Transfer to Debenture Redemption Reserve - 7.5

Balance carried to Balance Sheet 4,612.6 5,197.4

Earnings Per Share (Basic / Diluted) (Rs.) (13.4) 7.7

DIVIDEND:

The Board has recommended Equity Dividend atRs. 17.50 per equity share of Rs. 2 (i.e. 875%).

The above dividend will be paid to eligible members after the approval by the members at the forthcoming Annual General Meeting (''AGM''), during the period from July 26, 2013 to July 31, 2013.

The total cash outflow on account of dividend payments, including distribution tax, will be Rs. 353.3 crores (FY2012 Rs. 351 crores). The Board recommends the above dividend for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2013:

Acquisition of Decision Resources Group (US) and Abacus International (UK)

Decision Resources Group (DRG), a US based provider of high quality, web-enabled research, predictive analytics via proprietary databases and consulting services to the global healthcare industry, was acquired in June 2012 for a consideration of approximately US$ 635 million (~Rs. 3,400 Crores). It is one of the fastest growing companies with a CAGR of 20% for the last five years. It has 48 of the top 50 global pharmaceutical companies as its customers. The Company has retained 94% of its customers of 2012. DRG reported revenue of Rs. 650 Crores in FY2013 since its acquisition. Abacus International, UK was acquired in December 2012 to help expand in the European markets.

Acquisition of Bayer''s Molecular Imaging Development Portfolio

Piramal Enterprises Limited (''PEL''), through its newly established subsidiary - Piramal Imaging SA, acquired the molecular imaging research and development portfolio, including rights to Florbetaben, of Bayer Pharma AG in April 2012. Florbetaben, a PET tracer for the detection of beta-Amyloid plaque deposition in the brain, is the pathological hallmark of disease in probable Alzheimer''s disease patients. The molecule has been accepted for review by the European Medicines Agency (EMA) and the US Food and Drug Administration (USFDA) in March 2013.

Expansion of Financial Services Business

PEL has started lending to the education sector and has explored new geographies like Bhopal, Coimbatore and NCR this year. The loan book for the Real Estate and Education Sector has increased to Rs. 1,591 Crores as on March 31, 2013 from Rs. 351 Crores as on March 31, 2012. PEL invested Rs. 425 Crores in Optionally Convertible Debentures of Navayuga Road Projects Pvt. Ltd. in March 2013.

INDIAREIT, which manages funds for investments in real estate sector has Rs. 4,257 Crores under management as on March 31, 2013. INDIAREIT raised Rs. 400 Crores for Mumbai Redevelopment Fund during FY2013 and is currently raising a new domestic fund with targeted fund size ofRs. 750 Crores along with green shoe option ofRs. 250 Crores.

Change of Name to Piramal Enterprises Limited

With effect from July 31, 2012, the name of the Company stands changed from ''Piramal Healthcare Limited'' to ''Piramal Enterprises Limited''. The change in the name was done in order to appropriately reflect the changing business profile.

OPERATIONS REVIEW:

Total Operating Income on a standalone basis for the year grew by 15% to Rs. 1,620.0 Crores against Rs. 1,408.2 Crores in FY2012. EBIDTA on a standalone basis was lower at Rs. 249.9 Crores against Rs. 397.5 Crores in FY2012 due to increase in R&D expenses and lower foreign exchange gain. Loss for the year was at Rs. 231.6 Crores as against profit after tax of Rs. 130.7 Crores in FY2012. This is on account of an increase of 110.1% in interest cost due to increase in loans taken to fund the DRG acquisition and to fund the lending operations of the NBFC business. Earnings per share were Rs. (13.4) for the year.

A detailed discussion of operations for the year ended March 31, 2013 is given in the Management Discussion and Analysis.

RESEARCH & DEVELOPMENT:

The Discovery R&D unit in Mumbai has a strong pipeline of 13 drugs with 11 drugs in clinical trials phase and is focused on three therapeutic areas - Cancer, Diabetes and Inflammation. Phase II clinical trials were undertaken during the year for the oncology candidate, P276 RIM and the way forward for this product will be decided post review of trial results. PEL continues to develop its clinical and pre-clinical NCE and Imaging pipeline and to evaluate inorganic opportunities.

After acquisition of worldwide rights to molecular imaging research and development portfolio of Bayer Pharma, PEL entered into an agreement with IBA Molecular where IBA Molecular will manufacture and distribute Florbetaben in the European and US markets. PEL also filed for approval for Florbetaben with USFDA in December 2012 and with EMAin January 2013. The dossiers have been accepted for review in March 2013 by both the organisations. Efforts are focused on building an organization during the year that can start commercial operations post requisite regulatory approvals.

During the year, the European CE mark approval was received for BST-CarGelÂ®. The product has been launched in key European countries in December 2012. Filing with insurance companies has also been initiated in these countries to make the purchase of this product reimbursable for the patient. PEL is also planning to file the dossier for regulatory approval to market BST - CarGelÂ® in India.

SUBSIDIARY COMPANIES:

Piramal Healthcare UK Ltd.

Net sales for FY2013 were at Rs. 523.1 Crores. Operating profit for the year was at Rs. 53.6 Crores. Piramal Healthcare UK Ltd. reported a net profit of Rs. 28.9 Crores for the year.

Piramal Healthcare (Canada) Ltd.

Net sales for FY2013 were at Rs. 113.9 Crores. Operating loss for the year was at Rs. 23.5 Crores. Piramal Healthcare (Canada) Ltd. reported a net loss of Rs. 37.6 Crores for the year.

Piramal Healthcare inc.

Piramal Healthcare Inc. includes financials of DRG, Piramal Critical Care Inc. and Piramal Pharma Inc. Net sales for FY2013 were at Rs. 1,143.2 Crores. Operating profit for the year was at Rs. 324.0 Crores. Piramal Healthcare Inc. reported a net profit of Rs. 20.5 Crores for the year.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Piramal Pharmaceutical Development Services Pvt. Ltd. includes financials of Oxygen Bio Research Pvt. Ltd. Net sales for FY2013 were atRs. 64.6 Crores. Operating profit for the year was atRs. 10.4 Crores. Piramal Pharmaceutical Development Services Pvt. Ltd. reported a net Loss of Rs. 7.2 Crores for the year.

INDIAREIT Fund Advisors Pvt. Ltd.

INDIAREIT Fund Advisors Pvt. Ltd.''s total fund size under management was Rs. 4,257 Crores as on March 31, 2013. Total income was at Rs. 71.6 Crores and profit after tax was Rs. 27.8 Crores for FY2013.

PHL Finance Pvt. Ltd.

As on March 31, 2013, PHL Finance Pvt. Ltd. had a loan book ofRs. 819.5 Crores. Total income was atRs. 99.1 Crores and profit after tax was Rs. 44.0 Crores for FY2013.

The Ministry of Corporate Affairs has vide its circular dated 8th February, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance-Sheets, the Accounts and other documents of their subsidiaries, subject to fulfillment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Company''s subsidiaries are not.attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribes under the terms of the general exemption, for the Company''s subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Company''s subsidiaries and the related detailed information can also be sought by any shareholder of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The Annual Accounts of the Company''s subsidiaries are also available for inspection for any shareholder at the Company''s and/or the concerned subsidiary''s registered office.

JOINT VENTURE:

Allergan India Private Limited (''AIL'')

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Enterprises Limited. Total revenues of AIL were Rs. 205.4 Crores. Operating Profit for FY2013 was at Rs. 45.6 Crores while profit after tax was Rs. 29.2 Crores.

SIGNIFICANT EVENTS POST BALANCE SHEET DATE:

Second Structured Investment ofRs. 500 Crores

PEL made a structured investment of Rs. 500 Crores in April 2013 in Optionally Convertible Debentures in Green Infra Ltd., one of the largest wind IPPs in the country backed by IDFC Private Equity to seize opportunities offered by the environment in the Infrastructure Sector. PEL had invested Rs. 425 Crores in Navayuga Road Projects Pvt. Ltd. in March 2013.

Merger of PHL Holdings Private Limited into PEL

The Scheme of Amalgamation and Arrangement between PHL Holdings Private Limited and Piramal Enterprises Limited and their respective shareholders and creditors ("Scheme"), which was approved by the shareholders on March 13,2013, is awaiting approval of the Hon''ble High Court of Judicature at Bombay. The Appointed Date of the Scheme is January 1,2013. The Scheme inter alia provides for merger of PHL Holdings Private Limited into PEL and thereby cancellation of shares held by PHL Holdings Private Limited in PEL and consequent reissue of equivalent number of shares of PEL to the shareholders of PHL Holdings Private Limited.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control, systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to PEL. A favorable work environment has been created that encourages innovation and meritocracy. PEL had a staff strength of 2,976 employees (FY2012: 2,913 employees) as at March 31, 2013.

No. Function March 31,2013 March 31, 2012 Change

a. Field 508 509 (1)

b. R&D 526 466 60

c. Others 1,942 1,938 4

Total 2,976 2,913 63

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office of the Company during working hours upto the date of the AGM.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as Annexure III to this Report.

COST AUDIT:

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors''for conducting Cost Audit for the Formulations and Bulk Drug plants of the Company for current financial year ending March 31, 2014. They were also the cost auditors for the previous year ended March 31, 2013.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. However, the Ministry of Company Affairs vide General Circular No. 2/ 2013 extended the deadline for filing the Cost Audit Reports till February 28, 2013. The Cost Audit Reports for the financial year ended March 31, 2012 were filed on February 26, 2013.

The Cost Audit Reports for the financial year ended March 31, 2013 will be filed within the prescribed period.

SECRETARIAL AUDIT:

As a measure of good corporate governance practice and as recommended by the MCA Corporate Governance Voluntary Guidelines, 2009, the Company has voluntarily subjected itself to a secretarial audit for FY2013, which was carried out by M/s. N.L. Bhatia & Associates, Practicing Company Secretaries. The secretarial audit report forms part of this annual report.

The said secretarial audit report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Equity and Debt Listing Agreements with the Stock Exchanges and all the regulations of Securities and Exchange Board India (SEBI) as applicable to the Company, including the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

At PEL, EHS is embedded in our very philosophy of business. Every activity is being carried out at the manufacturing sites in accordance with the EHS best practices.

Corporate EHS policy of PEL outlines the focus areas for carrying out continual improvement in the field of EHS. The policy guides us to:

- Carry out business in a safe and environmentally responsible manner taking care of all the stake holders and the surrounding environment.

- Comply with the applicable statutory, regulatory & other requirements with respect to EHS.

- Make employees at all levels responsible and accountable individually as well as collectively for adherence to the Policy.

ENVIRONMENT

All our manufacturing sites remained fully compliant with applicable environmental regulations. We have developed adequate infrastructure to treat waste water and reuse it.

In FY 2012-13 we embarked on a new journey towards Sustainability. We have started assessing our sustainability performance on various parameters like Environment, Labour practices, Human rights, Society and Product responsibility. Through this activity we are broadening the scope of our EHS activities to ensure that all our activities are aligned to the ultimate goal of being sustainable in the long term. Corporate Sustainability reporting structure follows the Global Reporting Initiative (GRI) Guidelines (GRI G3.1). G3.1 Guidelines are an update and completion of the third generation of GRI''s Sustainability Reporting Guidelines. The G3.1 Guidelines include expanded guidance for reporting on human rights, local community impacts and gender and are the most widely accepted reporting framework across the globe. First Corporate Sustainability Report of the Company is currently under preparation and will be released later this year.

In 2012, we also initiated a carbon offsetting program of which the tree census program was a unique and challenging activity. The tree census program was an exercise aimed at assessing the carbon sequestering capability of the green belt existing on our plant sites in India. We have been carrying out the C02 emission calculation based on internationally recognised Greenhouse Gas protocol for the past three years. Tree census activity helped us in calculating the difference in C02 emission and C02 sequestration for PEL, which has encouraged us to take up tree plantation with increase vigour.

In 2012-13 we also took up the ETP (Effluent Treatment Plant) revamping activity for our Digwal site. New ETP is a state of the art facility and constructed at a total cost of about Rs. 22 Crores. In terms of design and construction it is one of the best effluent treatment facilities across the industry to recycle waste water generated in the process.

Today most of the sites are accredited for ISO 14001.

OCCUPATIONAL HEALTH AND SAFETY

At PEL, Safety is accorded the highest priority for business. We have initiated several activities to ensure that all the employees of the Company are provided with a safe working environment. Regular plant inspections and audits are the ways through which we implement our safety management system. Most of the sites at PEL have implemented the Safety Management System and have been certified for OHSAS 18001.

The safety performance of all the sites is regularly monitored and guided by the senior management of the Company. Considering the good performance of our site at Digwal, the management is planning to achieve the British Safety Council, Five Star Award for safety systems and their performance. The audit is planned in the second half of 2013.

Work place monitoring is regularly carried out to assess any exposure risk to the employees who also undergo periodical medical check-up for identifying any adverse health impact.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

a) that 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) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and its loss for the year ended on that date;

c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. N. Vaghul and Mr. Deepak Satwalekar retire by rotation at the ensuing Annual General Meeting ("AGM") and are eligible for re-appointment, which the Board recommends.

Prof. Goverdhan Mehta and Dr. R.A. Mashelkar who are eminent scientists, were appointed as Directors of the Company, liable to retire by rotation, with effect from December 21, 2011, in the casual vacancies caused by the resignation of Mr. Y.H. Malegam and Mr. R.A. Shah respectively. They hold office upto the date of the ensuing AGM and are eligible for appointment as Directors, which the Board recommends.

There were no changes in the Board of Directors during 2012-13. However, your Board was further strengthened on April 1, 2013 with the appointment of Mr. Siddharth Mehta as Independent Director and Mr. Gautam Banerjee as Non - Executive Director. They too hold office up to the date of the ensuing AGM and are eligible tor appointment as Directors, which the Board recommends.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure I to this Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

AUDITORS:

M/s. Price Waterhouse retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Mumbai Ajay G. Piramal

May 3, 2013 Chairman

Mar 31, 2012

The take pleasure in presenting the 65th Annual Report and Audited Accounts for the Year ended 31st March, 2012. PERFORMANCE HIGHLIGHTS: (Standalone)

Rs.in Crores

Particulars FY 2011 - 12 FY 2010 - 11

Operating income 1,153.5 814.4

Income from Investments 254.7 379.7

Total Operating Income 1,408.2 1,194.1

R&D Expenses 167.9 39.4

Other Expenses 1,122.5 901.7

EBIDTA excluding FOREX impact 117.8 253.0

Foreign Exchange Gain / (Loss) 279.7 92.6

EBIDTA 397.5 345.6

% margin 28.3% 28.9% Less:

Interest Expenses 199.9 80.1

Depreciation 76.4 59.0

Profit before tax and Exceptional items 121.2 206.6

Add: Exceptional Items Income / (Expenses) (Net) - 16,209.9

Profit before tax 121.2 16,416.5 Less:

Income Tax provision (9.5) 3,670.3

- Current 22.5 3,682.8

- Deferred 8.2 (12.5)

- MAT Credit Entitlement (40.2) - Profit after tax for continuing businesses 130.7 12,746.2 % margin 9.3% NA Add:

Profit from discontinued operations after tax - 150.7

Profit for the year 130.7 12,896.9 Add:

Profit brought forward from previous year 5,768.3 460.6

Profit available for appropriation 5,899.0 13,357.5 Appropriation:

Proposed dividend

- Equity Shares 302.0 200.7

- Dividend Distribution Tax thereon 49.0 32.6 Transfer to General Reserve 13.1 7,398.6 Transfer from Debenture Redemption Reserve - 50.0 Transfer to Debenture Redemption Reserve 7.5 7.5 P&L Debit balance of Demerged R&D NCE Unit 330.0 Ã Balance carried to Balance Sheet 5,197.4 5,768.2 Earnings Per Share (Basic / Diluted) (Rs) 7.7 572.8

DIVIDEND

The Board has recommended Equity Dividend at Rs 17.50 per equity share of Rs 2 (i.e. 875%).

The above dividend will be paid to eligible members after the approval by the members at the forthcoming Annual General Meeting ('AGM') between 20th July, 2012 and 25th July, 2012.

The total cash outflow on account of dividend payments, including distribution tax, will be Rs 351 crores (FY 2011 Rs 233.2 crores). The Board recommends the above dividend for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2012:

Entry into Financial Services Sector:

Your Company ("PHL") has been evaluating various sectors to invest some of the net proceeds received on sale of the Healthcare Solutions business, in a way that results in long term value creation for our shareholders. With this in mind, your Company has forayed into Financial Services sector. India has had strong GDP growth in the past decade and is likely to continue with 7-8% GDP growth rate for the next decade. Given sound economic fundamentals, rising disposable income and growth of credit oriented culture; the financial services sector is poised for strong growth in India. To participate in this growth story, PHL has decided to invest in the financial services sector.

To begin with, PHL has commenced lending to real estate sector and other sector such as education through a Non Banking Finance Company - PHL Finance Pvt. Ltd.

Acquisition of INDIAREIT Fund Advisors & INDIAREIT Investment Management:

Towards building a strong financial services business, your Company has acquired INDIAREIT Fund Advisors Pvt. Ltd. and INDIAREIT Investment Management Company for the total consideration of Rs 225 crores. INDIAREIT Fund Advisors Pvt. Ltd. is advisors to the INDIAREIT Fund which is a domestic real estate private equity fund focused on the Indian markets.

INDIAREIT Investment Management Company is manager to offshore real estate private equity funds investing in India through the FDI route. As on 31st March, 2012, the total fund size under management for these funds is Rs 4,187 crores.

Demerger of PLSL's NCE research unit into PHL:

During the year, the NCE R&D unit of Piramal Life Sciences Limited (PLSL') was demerged into PHL with effect from 1st April, 2011, as per the scheme of arrangement approved by the Hon'ble Bombay High Court. Under the scheme, each shareholder of PLSL was allotted one fully paid up equity share of Rs 2 of PHL for every four equity shares of Rs 10 each held in PLSL. All assets and liabilities of the NCE division were transferred to PHL at book value.

The rationale behind the demerger of PLSL's NCE R&D unit into PHL is to get access to the innovative platform of PLSL through which your Company can build its innovative discovery and commercialisation business. PHL can better utilise its manufacturing infrastructure and leverage its marketing experience with products from the division.

Investment in Vodafone India:

After the sale of Healthcare solutions business to Abbott, your Company has received significant funds which will be invested in growing existing businesses and building new businesses. However, the whole process of finding the right strategic investment opportunity will take time. In the interim, your Company has bought ~11% stake in Vodafone India Limited for a consideration of Rs 5,864 crores (USD 1.2 billion) in two tranches, first ~5.5% for Rs 2,858 crores in August 2011 and second ~5.5% for Rs 3,006 crores in February 2012. The rationale for this investment was to utilize surplus funds from sale of healthcare solutions.

OPERATIONS REVIEW:

The financials of the year 2011-12 have been restated to show separately profit from the discontinued operations. Total Operating Income for the year grew by 17.9% to Rs 1,408.2 crores against Rs 1,194.1 crores in FY2011. Operating Profit (OPBIDTA) was higher at Rs 397.5 crores against Rs 345.6 crores in FY2011 due to higher foreign exchange gain (Rs 279.7 crores in FY2012 as compared to Rs 92.6 crores in FY2011). Profit after Tax was Rs 130.7 crores and Earnings per share were Rs 7.7 for the year.

A detailed discussion of operations for the year ended 31st March, 2012 is given in the Management Discussion and Analysis.

RESEARCH & DEVELOPMENT:

With the demerger of NCE R&D unit of PLSL into PHL, your Company now focuses on the discovery and development of novel drugs to treat unmet medical conditions in the therapeutic areas of cancer, metabolic disorders, inflammation and infectious diseases. Your Company aspires to launch a new chemical entity (NCE) discovered in-house in the global market.

The Piramal R&D Centre has state-of-the-art research laboratories in Goregaon, Mumbai built over 200,000 square feet and a world-class team of scientists. The Centre has comprehensive capabilities spanning target identification, lead discovery and optimization, to IND enabling pre-clinical development and clinical R&D.

Your Company's focused and well defined business strategy has enabled it to successfully identify promising candidates and build a robust pipeline of molecules for different indications at various stages of preclinical and clinical development.

PHL is committed to widening its pipeline through licensing and research collaborations and currently has partnerships with leading global pharmaceutical companies including Eli Lilly and Merck and premier institutes in India and abroad. A more detailed description of various programmes in R&D is given in Management Discussion and Analysis.

The strength of the research and development staff was 466 people in FY2012 as compared to 129 people in FY2011. The increase in R&D staff is due to the demerger of NCE R&D unit of PLSL into PHL.

SUBSIDIARY COMPANIES: Piramal Healthcare UK Ltd.

Net sales for FY2012 grew by 12.5% to Rs 476.7 crores against Rs 423.9 crores in FY2011, aided by favourable currency movement. Operating margin for the year was higher at 12.6% against 10.9% in the last year, driven by continuous operational excellence exercise. Operating Profit for the year grew by 30.0% to Rs 60.3 crores as compared to Rs 46.3 crores in FY2011. Similarly, Net profit was higher at Rs 42.3 crores as compared to Rs 31.5 crores in FY2011 registering growth of 34.2%.

Piramal Healthcare (Canada) Ltd.

Net Sales for FY2012 were stable at Rs 93.5 crores as compared to Rs 94.0 crores for FY2011. R&D expenses, mainly on development of innovative cartilage repair gel - BST-CarGelÃÂ® was higher at Rs 47.6 crores as compared to Rs 15.3 crores in FY2011. As a result, Operating loss for FY2012 was higher at Rs 30.8 crores as compared to Rs 3.5 crores for FY2011. Similarly, Net loss for the year was Rs 50.2 crores as compared to Net loss of Rs 16.0 crores for FY2011. Subsequently, in April 2012, PHL has received European CE mark approval for BST-CarGelÃÂ® which will enable your company to commercialize this product in all countries of European Union.

Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of Piramal Critical Care Inc. Net sales for the year grew by 1.7% to Rs 281.2 crores as compared to Rs 276.6 crores for FY2011. Growth in this business was lower due to pricing pressure on Sevoflurane in US markets and delay in launching Sevoflurane in European markets. During the year, the patent litigation on generic version of Suprane (desflurane) with Baxter Healthcare was settled. Under the terms of the settlement, PHL has obtained a license to Baxter patent which will allow your Company to launch generic desflurane in US market from 1st January, 2014 and in non-US market from 24th April, 2012.

The Operating Profit was up by 168.3% to Rs 26.8 crores as compared to Rs 10.0 crores in FY2011 mainly due to lower SG&A expenses. Net loss for the year was lower at Rs 32.8 crores compared to Rs 38.0 crores in FY2011.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Net Sales for the year grew about two fold to Rs.57.4 crores as compared to Rs.19.3 crores for FY2011 mainly due to consolidation of full year financials of Oxygen Bio Research Pvt. Ltd., which was acquired in January 2011. The Operating profit grew by 161.9% to Rd1 Rs.6.8 crores as compared to Rs.6.4 crores in FY2011. Net Profit for the year was up by 249.5% to Rs.9.8 crores as compared to Rs.2.8 crores in FY2011.

INDIAREIT Fund Advisors Pvt. Ltd.

During the year, your Company acquired INDIAREIT Fund Advisors & INDIAREIT Investment Management. INDIAREIT Fund Advisors Pvt. Ltd. are advisors to the INDIAREIT Fund which is a domestic real estate private equity fund focused on the Indian markets and INDIAREIT Investment Management Company is manager to offshore real estate private equity funds investing in India through the FDI route. During the year, INDIAREIT received a mandate from Trafalgar/F&C Reit, a leading UK-owned international real estate manager to manage their India fund. The total fund size under management for these funds was Rs 4,187 crores as on 31st March 2012. For FY2012, INDIAREIT Fund Advisors Pvt. Ltd. reported Total income of Rs 28.0 crores and Profit after tax of Rs 9.0 crores.

PHL Finance Pvt. Ltd.

During the year, your Company commenced lending to real estate sector and other sectors such as education through a Non Banking Finance Company - PHL Finance Pvt. Ltd. ('PHLFL'). There is strong team in place and operations have been commenced during the year. As on 31st March 2012, PHLFL had a loan book of Rs 89.4 crores. PHLFL reported Total income of Rs 15.4 crores and Profit after tax of Rs 5.8 crores for FY2012.

The Ministry of Corporate Affairs has vide its circular dated 8th February, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfillment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Company's subsidiaries are not attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribed under the terms of the general exemption, for each of the Company's subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Company's subsidiaries and the related detailed information can also be sought by any shareholder of the Company or its subsidiaries by making a written request to the Company Secretary at the Registered Office of the Company. The Annual Accounts of the Company's subsidiaries are also available for inspection for any shareholder at the Company's and/or the concerned subsidiary's registered office. These documents are also available on the Company's website i.e. www.piramalhealthcare.com.

JOINT VENTURE:

Allergan India Private Limited (AIL)

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Healthcare Limited. Total revenues of AIL grew by 19.2% to Rs 168.6 crores (FY2011 Net Sales: Rs 141.4 crores).The Operating Profit for FY2012 was up by 4.8% to Rs 40.3 crores as compared to Rs 38.4 crores in FY2011. Profit after Tax for FY2012 was up by 5.7% to Rs 25.6 crores as compared to Rs 24.2 crores for FY2011.

INDUSTRY OUTLOOK:

The global pharma outsourcing market grew at 15% CAGR from USD 44 billion in 2007 to USD 67 billion in 2010 (Source: ICRA Limited: CRAMS India, June 2011). The global outsourcing trend is likely to continue fuelled by the mounting healthcare costs in developed economies and decreasing profitability of pharma companies due to patent expiry of several blockbuster drugs. Strong growth prospects for the industry are backed by cost pressures for innovative companies and increasing genericisation. The de-stocking exercise of the client companies is over and the industry is back to its normal growth trajectory. Established relationships & trust with innovators, quality infrastructure, good regulatory track record and low production & R&D cost will aid strong growth for the Indian companies operating in this sector.

SIGNIFICANT EVENTS POST BALANCE SHEET DATE:

European regulatory approval for BST-CarGelÃÂ®

PHL has received the European CE mark approval for its innovative bio-orthopedic product for cartilage repair, BST-CarGelÃÂ® in April 2012. BST-CarGelÃÂ®, an EU class III medical device, is a novel natural polysaccharide based liquid scaffold which, combined with the patient's whole blood, is then implanted into a debrided cartilage lesion prepared with bone marrow access. European regulatory approval enables PHL to commercialize BST-CarGelÃÂ® in all of the countries in the European Union.

Acquisition of Bayer's molecular imaging development portfolio

PHL has acquired worldwide rights to the molecular imaging research and development portfolio of Bayer Pharma AG through its newly created subsidiary - Piramal Imaging SA in April 2012. The portfolio includes rights to florbetaben, which is in the final stages of its Phase III clinical trials. Florbetaben is a PET tracer for the detection of beta-Amyloid plaque deposition in the brain, which is the pathological hallmark of disease in probable Alzheimer's disease patients. First Phase III trial showed that PET imaging with florbetaben reliably detects beta-Amyloid in the brain during life with great accuracy and thus shows value as a potential tool to aid in the diagnosis and assessment of Alzheimer's disease.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to PHL. We have created a favorable work environment that encourages innovation and meritocracy. We had staff strength of 2,913 employees (FY2011: 2,337 employees) as at 31st March, 2012. The increase in the number of R&D employees is due to the demerger of NCE R&D unit of PLSL into PHL during the year.

No. Function 31st March, 2012 31st March, 2011 Change

a. Field 509 436 73

b. R&D 466 129 337

c. Others 1,938 1,772 166

Total 2,913 2,337 576

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company. The statement is also available for inspection at the registered office of the Company during working hours upto the date of the AGM.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as Annexure III to this Report.

COST AUDIT:

M/s. G.R. Kulkarni & Associates, Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit for the Formulations and Bulk Drug plants of the Company for current financial year ending 31st March, 2013. They were also the cost auditors for the previous year ended 31st March, 2012.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year ended 31st March, 2011 were filed on 27th September, 2011.

The Cost Audit Reports for the financial year ended 31st March, 2012 will be filed within the prescribed period.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

At PHL, it is our endeavor to always act in a safe and environmentally responsible manner so that employees, the community at large and the environment including the natural resources are well protected.

We are seeking continuous improvements in our Environment, Health & Safety (EHS) performance by:

- Integrating Environment, Health & Safety considerations into planning and decision making in all areas of business, such as R&D, product development, projects, supply chain & manufacturing.

- Ensuring EHS as a way of life by aligning all our business activities to safer and cleaner work places and promoting positive work practices that enhance our EHS performance.

- Harmonizing corporate policies and guidelines to EHS procedures & practices across PHL sites and ensuring its implementation at plant levels.

- Evaluating EHS performance at PHL sites through regular assessment of compliance through Corporate EHS audits and self inspections.

- Designing and developing facilities that are efficient in the use of energy thereby minimizing the generation of wastes and recycling, reusing and disposing off residuals so as to reduce the impact on environment.

ENVIRONMENT

All our manufacturing sites remained fully compliant with applicable environmental regulations. We have developed adequate infrastructure to treat waste water and reuse it.

Various initiatives were taken to upgrade the infrastructure for environment management at our manufacturing sites. Upgradation of Waste Treatment Plant to standards far beyond minimum compliance requirements, installation of online monitoring system for process emissions and ambient air quality, and switching over from fossil fuel to carbon neutral fuel, are among the few of such initiatives.

Most of our facilities have achieved various recognitions/ certifications such as ISO-14001 & OHSAS-18001.

OCCUPATIONAL HEALTH AND SAFETY

PHL has undertaken numerous initiatives to enhance safety standards at its manufacturing sites and office premises.

All the employees in PHL undergo annual medical checkup which helps them to monitor and maintain their health.

An Industrial Hygiene Program has also been established to provide hygienic working conditions for employees. Through this program, working environmental conditions are monitored to ensure that employees are at all times safe from short term or long term exposure to chemicals, dust, heat, noise, etc.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

a) that 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) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and its profit for the year ended on that date;

c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. S. Ramadorai and Mr. Keki Dadiseth retire by rotation at the ensuing Annual General Meeting and are eligible for re- appointment, which the Board recommends.

Approval of shareholders is also being sought for the re-appointment of Mr. Ajay G. Piramal, Chairman and Ms. Nandini Piramal, Executive Director, for a period of 5 years with effect from 1st April, 2012, which the Board recommends.

Changes during the year

During the year under review, two eminent scientists, viz. Dr. R.A. Mashelkar and Prof. Goverdhan Mehta, were appointed as Independent Directors on the Board of the Company, in place of Mr. R.A. Shah and Mr. Y.H. Malegam, the two senior most independent directors. Both, Mr. Y.H. Malegam and Mr. R.A. Shah have been associated as members of the Board for many years, during which time, they have immensely contributed to the quality of deliberations and various decisions and in shaping the direction and growth of the Company. Your Board acknowledges with gratitude, the honour and reputation that

Mr. Y.H. Malegam and Mr. R.A. Shah have brought to the Board.

Also, during the year, the composition of the Board was strengthened by the appointment of an additional Independent Director, Mr. Amit Chandra with effect from 20th June, 2011.

Another change in the composition of the Board during the year was the appointment of Mr. Vijay Shah as Executive Director and Chief Operating Officer with effect from 1st January, 2012 in place of Mr. N. Santhanam, who retired as Executive Director and Chief Operating Officer with effect from 31st December, 2011. Mr. Santhanam was associated with the Company for over 10 years. The management has vastly benefited from his skills in finance, taxation, legal and corporate secretarial. He also proved his managerial skills which were reflected in his induction on the Board as Executive Director and Chief Operating Officer with varied business responsibilities. Your Board has placed on record its appreciation of the invaluable contribution made by Mr. Santhanam during his tenure with the Company. The appointment of Mr. Vijay Shah as Executive Director and Chief Operating Officer for a period of 3 years with effect from 1st January, 2012 is also being submitted to the shareholders at the ensuing AGM for approval, which the Board recommends.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure I to this Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from Mr. N.L. Bhatia, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

AUDITORS:

M/s. Price Waterhouse retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, financial institutions, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Mumbai Ajay G. Piramal

3rd May, 2012 Chairman

Mar 31, 2011

We take pleasure in presenting the 64th Annual Report and Audited Accounts for the Year ended 31st March 2011.

PERFORMANCE HIGHLIGHTS: (Standalone) (Rs. in Million) Year Ended 31st March FY 2011 FY 2010 % Growth

Operating income 16,103.6 26,662.1 (39.6)

Income from Investments 3,796.9 1,324.8 186.6

Total Operating Income 19,900.5 27,986.9 (28.9)

OPBIDTA excluding FOREX impact 4,221.1 7,367.8 (42.7)

Foreign Exchange Gain / (Loss) 925.7 (106.1)

OPBIDTA 5,146.8 7,261.7 (29.1)

% margin 25.9 25.9

Non-operating other income 0.3 0.3

EBIDTA 5,147.1 7,262.0 (29.1)

Less:

Interest Expenses 797.9 1,563.6 (49.0)

Depreciation 776.1 922.2 (15.8)

Profit before tax and Exceptional items 3,573.1 4,776.2 (25.2)

Add: Exceptional Items Income / (Expenses) (Net) 162,099.0 (3.6)

Profit beforeore tax 165,672.1 4,772.6 Less:

Income Tax provision 36,703.0 340.4 10,682.3

ÃÃ Current 36,828.2 834.4 --Deferred (125.2) 78.8

ÃÃ MAT Credit Entitlement - (572.8)

Profit after tax (excluding exceptional items) 128,969.1 4,432.2 2,809.8

% margin NA 16.6 Add:

Profit brought forward from previous year 4,606.4 3,208.6 Profit available for appropriation 133,575.5 7,640.8

Appropriation:

Proposed dividend

ÃÃ Equity Shares 2,006.5 1,128.6

ÃÃ Dividend Distribution Tax thereon 325.5 187.5

Transfer to General Reserve 73,986.0 1,393.3

Transfer to Capital Redemption Reserve - -

Transfer from Debenture Redemption Reserve (500.0) -

Transfer to Debenture Redemption Reserve 75.0 325.0

Balance carried to Balance Sheet 57,682.5 4,606.4

Earnings Per Share (Basic / Diluted) (Rs.) 574.3 19.7

DIVIDEND The Board has recommended the following dividends:

- a regular dividend of Rs. 6 per equity share of Rs. 2 (i.e. 300%); and

- a special dividend, as a further reward to shareholders consequent to the sale of the Domestic Formulations Business, of Rs. 6 per share of Rs. 2 (i.e.300%);

both aggregating to dividend of Rs. 12 per share (i.e. 600%).

The above dividends will be paid to eligible members within 5 days of the approval by the shareholders at the forthcoming Annual General Meeting.

The total cash outflow on account of dividend payments, including distribution tax, will be Rs. 2,332 million. (FY2010 Rs.1,316.1 million). The Board recommends the above dividends for declaration by the members.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2011:

Sale of Healthcare Solutions business to Abbott:

During the year, the Company has sold its Healthcare Solutions (Domestic Formulations) Business to Abbott Healthcare Private Limited, for a total cash consideration of the Indian rupee equivalent of $3.8 billion. The domestic formulation business used to manufacture, market and sell branded pharmaceutical products in finished form mainly in the Indian market. As per the terms and conditions of this transaction, the Company has transferred its assets including manufacturing facilities at Baddi, Himachal Pradesh, rights to approximately 350 brands and trademarks and more than 5,000 employees relating to its domestic formulations business to Abbott.

Sale of shareholding in Piramal Diagnostic Services Pvt. Ltd.:

During the year, the Company also sold its shareholding in its subsidiary Piramal Diagnostic Services Private Limited (PDSL) to Super Religare Laboratories (SRL) for a total consideration of Rs. 6.0 billion. As per the terms of this transaction, the Company has received Rs. 3.0 billion in cash as an upfront payment on closure of the transaction in the month of August 2010 and Rs. 1.4 billion in January, 2011. The balance amount is held in the form of debentures of SRL to be redeemed over a period of not more than 3 years.

Discontinuation of JV with Arkray:

In the month of September, 2010, the Company sold its entire stake of 49% in its Joint Venture, Arkray Piramal Medical Private Limited and recognized a profit (net of expenses) of Rs. 177.4 million on account of this.

Acquisition of Oxygen Bio Research:

During the year, the Company acquired Oxygen Bio Research ("Oxygen") based in Ahmedabad, India. Oxygen is a 7 year old discovery services Company providing integrated discovery services Ã synthetic chemistry, medicinal chemistry, computational chemistry and in-vitro Biology. The acquisition of Oxygen marks the Companys entry into the discovery services and will enable the Company to partner with its client companies at the early stage of drug life cycle.

Buyback of equity shares:

The total shares bought back by the Company under the Buyback of Equity Shares was 41.8 million shares, which represented 20% of the equity, at a price of Rs. 600 per share aggregating to Rs. 25.1 billion. The buyback price represented a premium of 19% over the average share price for the last three months at the time of announcement of buyback (22nd October, 2010).

OPERATIONS REVIEW:

FY2011 financials include the financials of the Healthcare Solutions business only till 7th September, 2010 being the date upto which this business was with the Company. Net Sales and Net Profit related to Healthcare Solutions business included in FY2011 was Rs. 8.0 billion and Rs. 1.5 billion as compared to Rs. 19.7 billion and Rs. 5.8 billion in FY2010. As a result, Total Operating Income for the year was lower at Rs. 19.9 billion as compared to Rs. 28.0 billion for the year ended 31 March, 2010. Operating Profit (OPBIDTA) was lower at Rs. 5.1 billion as compared to Rs. 7.3 billion in FY2010. The net gain related to sale of Healthcare Solutions business and sale of shareholding in PDSL resulted in exceptional income of Rs. 162.1 billion. Hence, Profit After Tax was higher at Rs. 129.0 billion as compared to Rs. 4.4 billion in FY2010 and Earnings Per Share were Rs. 574.3 for the year as compared to Rs. 19.7 per share for FY2010.

A detailed discussion of operations for the year ended 31st March, 2011 is given in the Management Discussion and Analysis section.

RESEARCH & DEVELOPMENT:

The Company continues to conduct Research and Development related to:

- Pre-formulation and formulation development and clinical manufacturing of NCEs for external clients; Process optimization, research and scale up, for the early phase projects from clients;

- Development of cost effective and environmentally friendly process for commercial manufacturing of Active Pharmaceutical Ingredients (APIs) and their intermediates.

Total R&D expenditure during the year was Rs. 413.2 million, including capital expenditure of Rs. 19.4 million. The corresponding previous year spends were Rs. 403.8 million and Rs. 41.9 million respectively. The strength of the research and development staff was reduced to 129 people in FY2011 from earlier of 191 people, due to sale of the Healthcare Solutions business to Abbott and consequent transfer of R&D related staff to Abbott.

SUBSIDIARY COMPANIES:

Piramal Healthcare UK Ltd.

Net sales for FY2011 were lower at Rs. 4.2 billion as compared to Rs. 4.6 billion for FY2010 as FY2010 had some sales from Huddersfield facility that was shut down later. Adverse movement of INR/GBP exchange rate also impacted the performance of Piramal Healthcare UK Ltd. INR appreciated by 7% vs. GBP resulting in lower sales and profitability. Operating margin for the year was lower at 10.9% compared with 12.4% in the last year. Operating Profit for the year was lower at Rs. 463.5 million as compared to Rs. 570.3 million in FY2010. Net profit was lower at Rs. 315.3 million as compared to Rs. 618.4 million in FY2010 mainly due to one time exceptional expenditure related to Voluntary Retirement cost of Rs. 48.5 million in FY2011 and FY2010 number including a gain of Rs. 234.7 million by way of deferred tax asset.

Piramal Healthcare (Canada) Ltd.

Net Sales for FY2011 grew by 5.2% to Rs. 940.2 million as compared to Rs. 893.6 million in FY2010. The results of Piramal Healthcare (Canada) Ltd. have been impacted due to consolidation of financials related to Biosyntech, a company whose assets were acquired during the year. Biosyntech is a medical devices company specializing in development, manufacturing and commercialization of advanced biotherapeutic thermogels for regenerative medicines. Biosyntech related operations had an operating loss of Rs 194.0 million for FY2011. Hence, there was a loss at Operating level for Piramal Healthcare (Canada) Ltd. of Rs. 34.5 million as compared to Operating Profit of Rs. 93.0 million for FY2010. Similarly, Net loss for the year was Rs. 159.8 million as compared to Net profit of Rs. 27.5 million for FY2010.

Piramal Healthcare Inc.

Piramal Healthcare Inc. includes financials of Piramal Critical Care Inc. Net sales for the year grew by 50.9% to Rs. 2.7 billion as compared to Rs. 1.8 billion for FY2010 due to increased sales of Sevoflurane. The Operating Profit was lower at Rs. 99.9 million as compared to Rs. 172.6 million in FY2010 due to increased legal and professional charges mainly related to ongoing proceedings related to Desflurane. Net loss for the year was higher at Rs. 380.0 million compared to Rs. 211.0 million in FY2010.

Piramal Pharmaceutical Development Services Pvt. Ltd.

Net sales for the year grew by 108.3% to Rs. 194.4 million as compared to Rs. 93.3 million for FY2010 due to consolidation of financials of Oxygen Bio Research, which was acquired during the year. The Operating profit was much higher at Rs. 64.0 million as compared to Rs. 14.6 million in FY2010. Net Profit for the year was higher at Rs. 32.6 million as compared to Net Loss of Rs. 3.6 million in FY2010.

The Ministry of Corporate Affairs has vide its circular dated 8th February, 2011 issued directions under section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching to their Balance Sheets, the Accounts and other documents of their subsidiaries, subject to fulfillment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the Accounts and other documents of the Companys subsidiaries are not attached to the Balance Sheet of the Company. The Consolidated Financial Statements of the Company, which include the results of its subsidiaries, are included in this Annual Report. Further, a statement containing the relevant particulars prescribed under the terms of the general exemption, for each of the Companys subsidiaries, is enclosed in this Annual Report. The Annual Accounts of the Companys subsidiaries and the related detailed information can also be sought by any shareholder of the

Company or its subsidiaries by making a written request to the Company Secretary. The Annual Accounts of the Companys subsidiaries are also available for inspection for any shareholder at the Companys and/or the concerned subsidiaries registered office. These documents are also available on the Companys website i.e. www.piramalhealthcare.com.

JOINT VENTURES:

Allergan India Private Limited (ÃAIL):

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Healthcare Limited. Total revenues of AIL grew by 25.4% to Rs. 1.4 billion (FY2010 Net Sales: 1.1 billion). The Operating Profit for FY2011 was up by 7.9% to Rs. 384.5 million as compared to Rs. 356.3 million in FY2010. Profit After Tax for FY2011 was up by 9.6% to Rs. 241.8 million as compared to Rs. 220.6 million for FY2010.

INDUSTRY OUTLOOK:

The global Custom Manufacturing market was estimated to be worth $ 13 billion in 2002 and has grown to an estimated $ 22 billion in 2009. Growth in the CMO industry has been impacted in last two years due to global financial crisis and resultant reduction in inventory level at many large multinational pharmaceutical companies. However the de-stocking phenomenon is now coming to an end and the industry is on recovery phase. Global pharmaceutical companies faced with patent expiry of large blockbuster products and fewer new products approval are under tremendous pressure to cut costs. Indian companies with their high quality, low cost production capabilities are well poised to benefit from this trend.

SIGNIFICANT EVENTS POST BALANCE SHEET DATE:

Entry Into Financial Services Sector:

We have been evaluating various sectors to invest some of the net proceeds received on sale of the Healthcare Solutions business, in a way that results in long term value creation for our shareholders. With this in mind, the Board of Directors has approved a plan for PHL to invest in subsidiaries engaged in financial services sector. India has had strong GDP growth in the past decade and is likely to continue with 8-9% GDP growth rate for the next decade. Given sound economic fundamentals, rising disposable income, financial sector liberalization and growth of consumer oriented, credit oriented culture; the financial services sector is poised for strong growth in India. To participate in this growth story, PHL has decided to invest in the financial services sector.

To begin with, PHL will invest in NBFCs engaged in lending to Infrastructure sector and to other sectors and will also invest in subsidiaries engaged in Fund Management for real estate & infrastructure sector.

Acquisition of Indiareit Fund Advisors & Indiareit Investment Management:

Towards building a strong financial services business, the Board of PHL has approved acquisition of Indiareit Fund Advisors Pvt. Ltd. and Indiareit Investment Management Company for the total consideration of Rs. 2.3 billion. Indiareit Fund Advisors Pvt. Ltd. are advisors to the Indiareit Fund which is a domestic real estate Private Equity fund focused on the Indian markets. Indiareit Investment Management Company is manager to Offshore Real Estate Private Equity funds investing in India through the FDI route. The total fund size under management for these funds is Rs. 38 billion.

Proposed de-merger of PLSLs NCE research unit into PHL:

The Board of PHL has also approved the scheme for De-merger of the NCE Research Unit of Piramal Life Sciences Limited (PLSL) into Piramal Healthcare Limited. Under the proposed De-merger scheme, each shareholder of PLSL will be entitled to one fully paid up equity share of Rs. 2 each of PHL for every four equity shares of Rs. 10 each held in PLSL. All assets and liabilities of the NCE Research Unit will be transferred to PHL at book value.

Since April 2007, when PLSL was de-merged from PHL as an independent discovery research company, it has made significant progress. The pipeline of R&D programs has increased from nine to twenty four with nine additional programs moving into Phase I/II clinical trials and two additional programs moving into Phase II clinical trials. Subsequent to the significant progress that PLSL has made, the risk profile of NCE R&D activity has been relatively reduced.

Through this de-merger, PHL will have an access to the innovation platform of PLSL through which it can build its innovative discovery and commercialization business. PHL can also better utilize its manufacturing infrastructure and leverage its marketing experience with products from PLSL. The Demerger Scheme is subject to the consent of requisite majority of shareholders and creditors of the Company and of PLSL. The Demerger Scheme is also subject to the sanction of the High Court of Judicature at Bombay and all other regulatory approvals as may be necessary for the implementation of the Demerger Scheme.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to Piramal Healthcare. We have created a favorable work environment that encourages innovation and meritocracy. We had staff strength of 2,337 employees (FY2010: 7,311employees) as at 31st March, 2011. The reduction is on account of sale of Healthcare Solutions business to Abbott and subsequent transfer of concerned employees to Abbott.

Sr. No. Function 31st March, 2011 31st March, 2010 Change

a. Field 436 4,103 (3,667)

b. R&D 129 191 (62)

c. Others 1,772 3,017 (1,245)

Total 2,337 7,311 (4,974)

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217(2A) of the Companies Act 1956, may write to the Company Secretary at the registered office of the Company. The statement is also available for inspection by the members on any working day (except Saturday) upto one day prior to the date of the meeting at the registered office of the Company between 10.00 a.m. to 5.00 p.m.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as an Annexure to this Report.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

We at PHL believe that Environment, Health and Safety is not only a crucial pillar for good Corporate Governance and sustainable business but also act in a safe and environmentally responsible manner so that the employees, the society at large and our stake holders are well protected. Our baseline commitment is to maintain complete EHS compliance at PHL.

PHLs Corporate Environment, Health and Safety function provides technical support and assistance to all the sites on EHS matters. During the year, the EHS function ensured that the products are manufactured in a safe environment and in compliance with national and international regulations and customer expectations. Regular audits of our sites ensure compliance and also provide a strong and robust system for continuous improvements.

Performance of EHS management systems is regularly evaluated and reviewed.

ENVIRONMENT

We recognize that preservation of the environment is vital and we remain committed to conserving resources and acting responsibly. All our manufacturing sites remained fully compliant with applicable environmental regulations. Reuse & recycle of natural resources is one of our key objectives. We have developed adequate infrastructure to treat waste water and reuse it.

Various initiatives were taken to upgrade the infrastructure for environment management at our manufacturing sites. Upgradation of Waste Treatment Plant in order to reach beyond compliance, installation of online monitoring system for process emissions and ambient air quality, switch over from fossil fuel to carbon neutral fuel, etc. are among the few of such initiatives.

Most of our facilities have achieved various recognitions/ certifications such as ISO-14001 & OHSAS-18001.

OCCUPATIONAL HEALTH AND SAFETY

PHL has undertaken numerous initiatives to enhance safety standards at its manufacturing sites / office premises to ensure that employees and other stake holders feel safe while working at PHL. As an acknowledgment of our efforts, our Digwal facility received "Zero Accident Award" from the Department of Factories, Andhra Pradesh.

To provide a hygienic working condition for employees, we have developed a well defined Industrial Hygiene Program. Through this program, working environmental conditions are monitored to ensure that our people are at all times safe from short term or long term exposure from chemicals, dust, heat, noise, etc.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

a) That 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) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and its profit for the year ended on that date;

c) That the Directors have 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) That the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. Y. H. Malegam and Mr. Deepak Satwalekar retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment, which the Board recommends.

Your approval is also being sought for the appointment of Mr. Amit Chandra as Director of the Company. Mr. Amit Chandra was appointed by the Board as an Additional Director with effect from June 20, 2011 and holds office upto the date of the ensuing Annual General Meeting. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with the applicable provisions of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report alongwith the Certificate from Mr. N.L. Bhatia, Practicing Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this Report.

GROUP:

As per the intimations from the Promoters, the names of the Promoters and the entities comprising Ãgroup as defined in the Monopolies and Restrictive Trade Practices Act,1969 (MRTP) are given for the purpose of the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations,1997 in the Annexure to this Report.

AUDITORS:

M/s Price Waterhouse retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re- appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our strategic alliances and joint venture partners, banks, financial institutions, business associates and our shareholders for their continued support to the Company.

By Order of the Board

Ajay G. Piramal Mumbai Chairman Dated: 21st June, 2011

Mar 31, 2010

We take pleasure in presenting the 63rd Annual Report and Audited Accounts for the Year ended 31st March 2010.

PERFORMANCE HIGHLIGHTS: (Standalone) (Rs. in Million)

Year Ended 31st March FY 2010 FY 2009 % Growth

Total operating income 26,662.1 23,334.6 14.3

OPBITDA excluding FOREX impact 6,043.0 5,217.0 15.8

Foreign Exchange (Gain) / Loss 106.1 966.5

OPBIDTA 5,936.9 4,250.5 39.7

% margin 22.3 18.2

Non-operating other income 116.5 112.4 3.6

EBIDTA 6,053.4 4,362.9 38.7

Less:

Interest (Net) 355.0 379.0 (6.3)

Depreciation 922.2 838.1 10.0

Profit before tax and Exceptional items 4,776.2 3,145.8 51.8

Exceptional items 3.6 --

Profit Before Tax 4,772.6 3,145.8 51.7

Less:

Income Tax provision 340.4 392.6 (13.3)

- Current 834.4 357.2

- Deferred 78.8 107.3

- MAT Credit Entitlement (572.8) (320.4)

Fringe Benefits Tax -- 248.5

Profit after tax 4,432.2 2,753.2 61.0

% margin 16.6 11.8

Add:

Profit brought forward from previous year 3,208.6 3,208.6

Profit available for appropriation 7,640.8 5,961.8

Appropriation:

Proposed dividend

- Equity Shares 1,128.6 877.9

- Dividend Distribution Tax thereon 187.5 149.2

Transfer to General Reserve 1,393.3 1,401.1

Transfer to Capital Redemption Reserve -- --

Transfer to Debenture Redemption Reserve 325.0 325.0

Balance carried to Balance Sheet 4,606.4 3,208.6

Earnings Per Share (Basic / Diluted) (Rs.) 21.2 13.2

DIVIDEND

The Board has recommended Equity Dividend at Rs. 5.40 per share (i.e. 270 %) on 20,90,13,144 equity shares of Rs. II- each, which will be paid to eligible members on or after July 9, 2010, after approval by the members at the forthcoming Annual General Meeting.

The total cash outflow on account of equity dividend payments, including distribution tax, will be Rs. 1,316.1 million. (FY2009 Rs. 1,027.1 million)

The Board recommends the above dividend for declaration by the members.

OPERATIONS REVIEW:

Total operating income for the year grew by 14.3% to Rs. 26.7 billion compared to Rs. 23.3 billion for the year ended 31st March 2009. Operating Profit (OPBIDTA) grew by 39.7% to Rs. 5.9 billion. Profit after Tax was higher at Rs. 4-4 billion against Rs. 2.8 billion for the previous year registering growth of 61.0%. Earnings per share for the year were also higher at Rs. 21.2 per share as against Rs. 13.2 in FY2009.

A detailed discussion of operations for the year ended 31st March 2010 is given in the Management Discussion and Analysis section.

RESEARCH & DEVELOPMENT:

The Company continues to conduct Research and Development related to:

- Development of conventional and novel dosage forms for drug products across all the major therapeutic areas for the domestic market;

- Pre-formulation and formulation development and clinical manufacturing of NCEs for external clients; Process optimization / research and scale up, for the early phase projects from clients;

- Development of cost effective and environment friendly process for commercial manufacturing of Active Pharmaceutical Ingredients (APIs) and their intermediates.

Total R&D expenditure during the year was Rs. 403.8 million, including capital expenditure of Rs. 41.9 million. The corresponding previous year spends were Rs. 656.0 million and Rs. 208.4 million respectively. The research and development staffs were 86 people from 143 people in FY2009.

SUBSIDIARY COMPANIES:

Piramal Diagnostic Services Pvt. Ltd. (PDSL):

During the year we focused on consolidation of business which was built inorganically over the past several years. The focus for the year was on improving processes and systems. Total Operating Income of the business grew by 22.2% from Rs. 1.7 billion in FY2009 to Rs. 2.1 billion in FY2010. Operating Profit for the year was up by 21.9% to Rs. 377.4 million from Rs. 309.6 million in FY2009. Piramal Diagnostic has 94 laboratories across 58 locations in India.

Piramal Healthcare UK Ltd.:

In FY2009, we closed down one of our facilities in Huddersfield, U.K. which had lower profitability. This resulted in lower sales for this company in FY2010. The Net sales for FY2010 were Rs. 4.6 billion as compared to Rs. 6.1 billion for FY2009. However, Operating Profit Margin for the company was up from 10.9% in FY2009 to 12.4% in FY2010. Operating profit for the year was lower at Rs. 565.6 million compared to Rs. 667.8 million for FY2009. However due to creation of deferred tax asset of Rs. 479.5 million, Net Profit for the year was higher at Rs. 683.8 million, as against loss of Rs. 153.2 million for FY2009.

Piramal Healthcare (Canada) Ltd.:

Our subsidiary at Canada continues to be affected by lower funding for R&D firms. Net Sales for FY2010 was Rs. 893.6 million as compared to Rs. 1.0 billion in FY2009. Operating profit for the year was lower at Rs. 92.8 million as compared to Rs. 119.9 million in FY2009. Similarly, Net Profit for the year was Rs. 27.5 million as compared to Rs. 47.6 million for FY2009.

Piramal Critical care inc.:

Since our acquisition of Minrad Inc., operations at Minrad have been completely integrated. We have increased the production at Bethleham facility with significant reduction in cost. Sevoflurane market share grew from 4.7% to 17.8% in volume terms in US market. Net sales for the year was higher at Rs. 1.8 billion against Rs. 145.5 million for FY2009. As a result, operating profit was also higher at Rs. 172.6 million against Rs. 37.2 million during the last corresponding period. Net loss for the year was at Rs. 211.0 million compared to Net Profit of Rs. 424.5 million in FY2009.

The Central Government has granted exemption under section 212(8) of the Companies Act 1956, from attaching to the Balance Sheet of the Company, the Accounts and other documents of its subsidiaries. However, the Consolidated Financial Statements of the Company, which include the results of the said subsidiaries, are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Companys subsidiaries is also enclosed. Copies of the audited annual accounts of the Companys subsidiaries can also be sought by any investor of the Company or its subsidiaries on making a written request to the Company Secretary at the registered office of the Company in this regard. The Annual Accounts of the subsidiary companies are also available for inspection for any investor at the Companys and/or concerned subsidiaries registered office and are also available on the Companys website i.e. www.piramalhealthcare.com

JOINT VENTURES:

Allergan India Private Limited (AIL)

AIL is a 51:49 Joint Venture between Allergan Inc., USA and Piramal Healthcare Limited. Total Operating Income of AIL grew by 8.6% to Rs. 1.1 billion (FY2009 Total Operating Income: Rs. 1.0 billion). The PBIDT for FY2010 was up by 8.5% to Rs. 349.7 million as compared to Rs. 322.3 million in FY2009. Profit after tax for FY2010 was up by 15.9% to Rs. 220.6 million as compared to Rs. 190.3 million for FY2009.

INDUSTRY OUTLOOK:

The domestic pharmaceutical industry continued to witness strong growth momentum. Led by strong penetration into tier II/III cities, increased number of new product launches and increase in field-force strength, the market grew by a robust 17.7% (ORG IMS MAT March 2010). Indian Pharmaceutical market has become increasingly attractive for large multinational pharmaceutical companies as they aggressively pursue growth opportunities in the emerging markets.

The demand in the pharmaceutical outsourcing market continued to be soft. Due to reduction in inventory level across many large multinational pharmaceutical companies, the industry struggled to grow for most parts of FY2010. However, towards the end of the year, one could see a definite recovery in the business environment. The inventory de-stocking phenomena is coming to an end. The underlying rationale for outsourcing is now more relevant than ever before, hence over a medium term we see attractive growth opportunities in this business.

INTERNAL CONTROL SYSTEM:

The Company has a sound internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors.

HUMAN RESOURCES:

Employees are vital to Piramal Healthcare. We have created a favorable work environment that encourages innovation and meritocracy. We had staff strength of 7,311 employees (FY2009: 7,397 employees) as at 31st March 2010.

No. Function 31st March 2010 31st March 2009 Change

a. Field 4,103 3,984 119

b. R & D 86 143 (57)

c. Others 3,122 3,270 (148)

Total 7,311 7,397 (86)

Any shareholder interested in obtaining a copy of the statement of particulars of employees referred to in section 217 (2A) of the Companies Act 1956, may write to the Company Secretary at the Registered Office of the Company.

Stock Options disclosures pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given as an Annexure to this Report.

CHANGE IN SHARE TRANSFER AGENT:

M/s. Link Intime India Pvt. Ltd. (Link Intime) have been appointed as the new Share Transfer Agents of the Company with effect from February 1, 2010. Necessary communication in this regard was mailed individually to all the Shareholders as well as by advertisement in the newspapers. Contact details of Link Intime have been provided under the Corporate Governance Section of this Annual Report and the same are also available on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 we hereby state:

a) that 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) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and its profit for the year ended on that date;

c) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. R. A. Shah and Mr. N. Vaghul retire by rotation at the ensuing Annual General Meeting and are proposed for re-appointment.

Mr. N. Santhanam has been re-appointed as Executive Director & Chief Operating Officer of the Company for a further period of 3 years with effect from 25th October, 2010.

The Board recommends their re-appointment at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report alongwith the Certificate from Mr. N.L. Bhatia, Practicing Company Secretary.

FIXED DEPOSIT:

We have discontinued accepting / renewing fixed deposits. Unclaimed Fixed Deposits from the public shareholders as on 31st March 2010 amounted to Rs. Nil (FY2009:Rs. 5,000).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to this Report.

GROUP:

As per the intimation from the Promoters, the names of the Promoters and the entities comprising group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (MRTP) are given for the purpose of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997 in the Annexure to this Report.

AUDITORS:

M/s. Price Waterhouse, retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. Our sincere appreciation is also due to the Medical Profession and Distributors for the patronage of our products.

We also thank our strategic alliances and joint venture partners, banks, financial institutions, business associates and our shareholders for their continued support towards conduct of efficient operations of the Company.

By Order of the Board

Ajay G. Piramal

Mumbai Chairman

7th May, 2010

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