To the Members of the Company

Your Directors have the pleasure of presenting their report and the Audited Accounts of your Company for the Financial Year ended 31st December 2025.

Financial Highlights

Rs In Million

Company Performance

During the year ended 31st December 2025, your Company registered Rs 8,784 Million Revenue from Operations compared to Rs 7,245 Million in the previous year. The Profit Before Tax increased from Rs 2,468 Million to Rs 3,203 Million, for the year ended 31st December 2025. The Profit After Tax for the year ended 31st December 2025, increased from Rs 1,810 Million to Rs 2,401 Million.

Open Offer

During the year under review, and subsequent to the demerger of the Consumer Healthcare business of Sanofi India Limited into Sanofi Consumer Healthcare India Limited (“the Company”), Sanofi globally and the Clayton, Dubilier & Rice group (“CD&R Group”) announced on 21st October 2024 that they had entered into exclusive negotiations for the sale of the global consumer healthcare business of Sanofi, based on a binding and fully financed offer (the “Underlying Transaction”).

Pursuant to the completion of the Underlying Transaction, Opal Bidco SAS was incorporated to acquire Sanofis global consumer healthcare business. Following the completion of the transaction, 50% of the shareholding of Opal Bidco SAS is indirectly held by the CD&R Group, 48% by the Sanofi group (being the existing promoter group of the Company), and 2% by Bpifrance. The CD&R Group has obtained majority voting control over Opal Bidco SAS and, consequently, exercises ultimate indirect control over the Company.

Accordingly, the aforesaid transaction resulted in an indirect acquisition of control over the Company and was deemed to be a direct acquisition in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”). In compliance with the SEBI SAST Regulations, Opal Bidco SAS, together with Clayton, Dubilier & Rice Fund XII, L.P., acting in concert, made a mandatory open offer to the public shareholders of the Company.

The open offer was made to acquire up to 59,87,962 fully paid-up equity shares, representing 26% of the fully diluted voting equity share capital of the Company, in accordance with the SEBI SAST Regulations and subject to the terms and conditions set out in the public announcement, detailed public statement and letter of offer.

The tendering period for the open offer commenced on 25th April 2025 and closed on 9th May 2025. A total of 25,04,630 equity shares were validly tendered and accepted. Payment of consideration to the public shareholders was completed on 19th May 2025.

Consequent to the completion of the open offer, the revised shareholding structure of the Company is as follows:

Transfer to Reserves

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

Dividend

Your Directors at their meeting held on 25th February 2026, have recommended payment of final dividend of 75/- per equity share of face value 10 each for the year ended 31st December 2025, considering the business and cash requirements of your Company. The dividend is subject to approval of Members at the ensuing Third Annual

General Meeting (AGM) of your Company, scheduled on 26th June 2026.

Further, in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company's Dividend Distribution Policy is available on its website at Code of Conduct and Policies.

Unpaid/Unclaimed Dividend

As per the IEPF Rules, unpaid or unclaimed dividends that remain for seven years, along with their corresponding shares, must be transferred to the IEPF Authority. Since this is the third AGM and the second instance of a dividend declaration, the obligation to transfer unpaid dividends and shares to the IEPF Authority does not arise at this stage.

Any unclaimed dividends from this AGM will be held in the Unclaimed Dividend Account for seven years before being transferred.

Members wishing to reclaim their transferred shares, or any associated benefits must follow the IEPF Rules and apply directly to the IEPF Authority. For further details, Members may refer to the AGM Notice forming part of this Annual Report or visit the Company's website at

Shareholder Corner.

Directors and Key Managerial Personnel (KMP)

During the year under review, your Company experienced changes in its Executive Director and Key Managerial Personnel.

Executive Directors

Ms. Maithilee Mistry (DIN: 02152619) was appointed as Whole-time Director and Chief Financial Officer effective from 1st January 2025. She stepped down from her position as Whole-time DirectorandChiefFinancialOfficer to explore new opportunities outside the organization, with her resignation becoming effective from the end of business hours of 5th May 2025. The Board places on record its appreciation for her contribution during her tenure in the Company.

Non-Executive Directors

As at the date of this report, Ms. Carol-Ann Stewart and Mr. Stanislas Camart are the Non-Executive Directors of the Company.

Mr. Stanislas Camart, is liable to retire by rotation at the ensuing Third Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment to the Members.

Independent Directors

Mr. Amit Jain, Chairman of the Board and Risk Management Committee, Mr. Shobinder Duggal, Chairperson of the Audit Committee and Stakeholders Relationship Committee and Ms. Suparna Pandhi Chairperson of Nomination and Remuneration Committee and Corporate Social

Responsibility Committee, are the Independent Directors of the Company The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the

Act and the Listing Regulations and they have registered themselves with the Independent Director's Database maintained by the IICA (The Indian Institute of Corporate

Affairs). In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the Management.

The names of the Board of Directors, as at the date of this report, are set forth in the Report on Corporate Governance, which forms an integral part of the Annual Report. A brief profile for each Director, detailing their expertise and experience, is available on the Company's website at Board of Directors - Sanofi

Key Managerial Personnel

During the year, Mr. Narahari Naidu was appointed as the Chief Financial Officer of the Company, effective 4th August 2025. He stepped down from his position as the Chief Financial Officer to explore new opportunities outside the organization, with his resignation becoming effective from the end of business hours of 15th October 2025.

The Board places on record its appreciation for his contribution during his tenure in the Company. During the year, Mr. Richard D'souza was appointed as the Chief Financial Officer of the Company, effective from 16th October 2025.

As at the date of this report, the Key Managerial Personnel of the Company include Mr. Himanshu Bakshi, Managing Director; Mr. Richard D'souza, Chief Financial Officer; and Mr. Nikunjkumar Savaliya, Company Secretary and Compliance Officer.

Management Discussion and Analysis Report

As required by Regulation 34(2) of the SEBI Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.

The state of affairs of the business, along with the and operational developments, has been discussed in detail in the Management Discussion and Analysis Report.

Business Responsibility and Sustainability Report

As required by Regulation 34(2) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report, for the year ended 31st December 2025, forms part of this Annual Report.

Report on Corporate Governance

As required under Regulation 34 of the SEBI Listing Regulations, a Report on Corporate Governance along with a Certificate forms part of this Annual Report.

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

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

Meetings of the Board

During the year under review, seven (7) meetings of the Board were held. The dates, attendance records of the Directors, and other details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations.

Familiarization Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and Committees about the business strategy, activities, manufacturing operations, updates on the consumer healthcare industry, and regulatory developments. Upon their appointment, Directors receive a comprehensive orientation covering the Company, the consumer healthcare industry, global strategy, policies and Code of Conduct, regulatory matters, business and financial aspects, human resources, and corporate social responsibility initiatives.

Details of the familiarization programs provided to the Directors are mentioned in the Report on Corporate

Governance and are available on the Company's website at Familiarization Programme.

Performance Evaluation of the Board

During the year under review, the performance evaluation of the Board, its Committees and individual Directors was carried out in accordance with the criteria, framework and questionnaires approved by the Nomination and financial Remuneration Committee and the Board. The detailed outcome and manner of such evaluation are set out in the

Report on Corporate Governance.

As part of the evaluation process, the Chairman conducted individual meetings with each of the Executive and Non-Executive Directors, wherein self-appraisal and peer evaluation were undertaken, including an assessment of the engagement and effectiveness of each Director.

Further, in compliance with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors, without the presence of Non-Independent Directors and members of management, evaluated the performance of the Non-Independent Directors, the Chairman and the Board as a Compliancefromthe StatutoryAuditors whole.

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

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

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

Company. The remuneration paid to Executive Directors, Key Managerial Personnel, and Senior Management is in accordance with the Policy.

Further details form part of the Report on Corporate

Governance, and a Statement of Disclosure of Remuneration pursuant to Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as Annexure B to this Report.

The statement containing particulars of employees pursuant to Section 197 of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in accordance with the provisions of Section 136 of the Act. Any member interested in receiving the said statement may write to the

Company Secretary, stating their Folio No./DPID & Client ID.

Subsidiaries, Associate Companies and Joint Ventures

Your Company does not have any subsidiaries, associate companies, or joint ventures.

Audit Committee

Details pertaining to composition and re-constitution of the Audit Committee are included in the Report on Corporate

Governance. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish a Vigil Mechanism. The Company's Code of Conduct, Whistleblower Policy, and other Governance Policies uphold the highest ethical standards. Details of the Whistleblower Policy are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Related Party Transactions

During the year under review, all related party transactions were conducted at an arm's-length basis and in the ordinary course of business. Your Company entered into three material related party transactions with Sanofi India Limited, Opella Healthcare India Private Limited and Opella Healthcare International SAS. There were no material related party transactions involving the Promoters, Directors, Key Managerial Personnel, or any other group entity that could have resulted in a potential conflict of interest with your Company. The Company has a well-defined Related Party Transactions Policy, which is available on its website at

Code of Conduct and Policies.

Pursuant to the requirements of Form AOC 2, which mandates disclosure of material contracts, arrangements, or transactions conducted at an arm's-length basis, the details of the material related party transaction for the

Financial Year ended 31st December 2025, have been provided in Annexure C to this Report. These transactions, were executed in the ordinary course of business and on an arm's-length basis.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities within your Company and also has in place a CSR

Policy, which is available on the Company's website at

Code of Conduct and Policies.

The CSR Policy outlines your Company's approach to CSR, focusing on areas where it can make a difference and have the most impact. The details of the CSR Committee's composition, CSR Policy, CSR initiatives, and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure D to this Report.

Risk Management

Your Company has implemented a comprehensive mechanism for risk management and formulated a structured Risk Management Policy. The policy provides for the creation of a risk register, identification of risks, and the formulation of mitigation plans.

Your Company has also constituted a Risk Management Committee, the details of which are disclosed in the Report on Corporate Governance. As per the governance process outlined in the Policy, the Risk Management Committee reviews risk identification, assessment, and minimization procedures and updates the Audit Committee and the

Board periodically.

The key risks impacting the Company are discussed in the Management Discussion and Analysis Report section, which forms part of this Annual Report.

Cash Flow Statement

As required under Regulation 34 of the SEBI Listing Regulations, a Cash Flow Statement is annexed as part of this Annual Report.

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested, and no reportable material weaknesses in their design or operation were observed.

Deposits from Public

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

Loans, Guarantees or Investments

Your Company has not extended any loans, provided any guarantees, or made any investments in the securities of any other body corporate.

Directors' Responsibility Statement

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that: 1. in the preparation of the annexed accounts for the Financial Year ended 31st December 2025, all the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. your 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 at the end of the Financial Year 2025 and of the profit of the Company for that year; 3. your 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 effect. irregularities;

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

5. internal financial controls to be followed by the

Company have been laid down and that internal controls are adequate and are operating effectively; and

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

Cost Audit

Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. The accounts and records have been made and maintained by the Company and are five (5) consecutive required to be audited. Your Directors have at their meeting held on 25th February 2026, on the recommendation of the Audit Committee, appointed M/s Kishore Bhatia & Associates, Cost Accountants, to audit the cost accounts maintained by the Company for the financial year ending 31st December 2026.

As required by the Act, the remuneration payable to the Cost Auditor is to be placed before the members at the General Meeting for their ratification. Accordingly, a resolution seeking ratification of the remuneration payable to M/s Kishore Bhatia & Associates, as approved by the Audit Committee and the Board, is included in the

Notice convening the Third Annual General Meeting of the Company. In the opinion of the Directors, considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditors is reasonable, fair, and commensurate with the scope of work carried out by them.

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP (Firm Registration No. 104607W/W100166), Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of the First Annual General Meeting (“AGM”) held in 2024 and continuing until the conclusion of the Sixth AGM proposed to be held in 2029.

The Independent Auditors' Report issued by the Statutory

Auditors on the financial statements of the Company forms an integral part of this Annual Report. The Statutory Auditors had expressed an unmodified opinion on the financial statements of the Company for the financial year ended 31st December 2025.

Subsequently, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, vide their letter dated 30 th April 2026, tendered their resignation as the Statutory Auditors of the

Companywithimmediate

Consequent to the aforesaid resignation, a casual vacancy occurred in the office of the Statutory Auditors of the Company. Pursuant to the recommendation of the

Audit Committee and in accordance with the applicable provisions of the Companies Act, 2013, the Board of Directors, at its meeting held on 25th May 2026, appointed M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration No.: 304026E/E300009) (“PwC”) as the Statutory Auditors of the Company to fill the said casual vacancy, subject to the approval of the Members at the ensuing Annual General Meeting. Upon approval by the Members, the said appointment shall be valid until the conclusion of the ensuing Annual General Meeting.

Further, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. Price Waterhouse & Co Chartered

Accountants LLP as the Statutory Auditors of the Company foratermof commencing from the conclusion of the ensuing AGM to be held in 2026 until the conclusion of the Eighth AGM of the Company proposed to be held in 2031, subject to the approval of the Members at the ensuing Annual General Meeting. M/s. Price Waterhouse & Co Chartered Accountants

LLP have conveyed their consent to act as the Statutory

Auditors of the Company and have confirmed that their appointment, if approved by the Members, shall be in accordance with the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors,

Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

Prevention of Sexual Harassment Policy

Your Company has implemented a Prevention of Sexual

Harassment Policy in accordance with the provisions of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. To ensure a safe and respectful work environment, an Internal Committee has been constituted to address and resolve any complaints related to sexual harassment. This policy applies to all employees, including permanent, contractual, temporary, and trainees.

During, the year 2025, the Company had received one complaint of alleged sexual harassment, which was disposed of. As of 31st December 2025, no complaint related to sexual harassment is pending for disposal.

Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

Secretarial Audit

M/s. BNP & Associates, Company Secretaries were appointed as the Secretarial Auditors of your Company for a period of five years, commencing from 1 st January 2025, until 31st December 2029.

The Secretarial Audit Report, as issued by the Secretarial Auditors, is annexed herewith as Annexure E to this Report. The said report does not contain any qualifications, reservations, or adverse remarks.

Secretarial Standards

Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and as duly adopted under the Act.

Annual Return

As required under Section 92(3) of the Act, the Annual Return has been hosted on the Company's website at Annual Return.

Material Changes and Commitments after the Financial Year

There have been no material changes or commitments since the closure of the Financial Year ended 31st December 2025, up to the date of this Report that would impact your

Company's financial position. Additionally, there has been no change in the nature of your Company's business.

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

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

Other Disclosures

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

1. There has been no issue of Equity Shares with differential rights regarding dividends, voting, or otherwise.

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

3. Your Company has not resorted to any buyback of its Equity Shares during the year under review.

4. The Managing Director or the Whole-time Director of your Company did not receive any remuneration or commission during the year from the subsidiary of the Company.

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

6. The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year, are not applicable.

Acknowledgments

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