To,

The Shareholders

The Directors have the pleasure of presenting the Fifty Third Annual Report of your Company together with the Audited Financial Statement for the year ended 31^st March, 2026.

1. Building Core Strength. Unlocking Future Potential

Our branded business continues to be a cornerstone of strength, accounting for approximately 74% of the Company's overall revenues. It has delivered consistent, strong performance, outpacing market growth across our key emerging markets. This sustained momentum reflects the resilience of our business model, the depth of our market presence and the enduring value of the foundation we have built over the years.

In our generics business, we remain focused on our core markets of the United States and Germany. In the United States, with new product launches, the business has started delivering growth, supported by a strengthened portfolio and a compliant manufacturing network. In Germany, the business experienced a decline during the year, primarily due to disruptions at third party suppliers. While this impacted performance in the near term, we remain focused on rebuilding momentum through portfolio optimisation and disciplined market participation.

A defining milestone in our journey this year has been the acquisition of a controlling stake in J. B. Chemicals & Pharmaceuticals Limited (JIB Pharma”) aligned with our strategic objective of strengthening and deepening our presence in the Indian Pharmaceutical Market ("IPM"). On a combined basis, the Company is now ranked 5^th in the IPM and has significantly enhanced its prescription footprint, improving its ranking from 10^th to 4^th, as per the SMSRC dataset. This reflects the increased scale, wider reach and stronger positioning of the combined business.

The acquisition reinforces our domestic foundation, expands our presence across key therapeutic areas and strengthens our long-term growth platform. It also enhances our international footprint across select markets, where both organisations have complementary strengths, enabling the creation of a more diversified and resilient global portfolio.

Importantly, the transaction provides a focused entry into the Contract Development and Manufacturing Organisation ("CDMO”) segment, particularly in the medicated lozenges category. This adds a differentiated and specialised capability to our portfolio, creating opportunities for targeted expansion over time.

Overall, the acquisition represents a pivotal step in building core strength while unlocking future potential, in line with our long-term strategic vision.

2. India Business:

Market out-performance: As per AIOCD data (MAT March 26), the Company recorded a growth of 12% (including operations of JB Pharma) significantly ahead of the IPM growth of 9%. The outperformance was driven by strong traction in key brands, expanded field force reach, sustained new product momentum and market share gains across focus therapies. During the year, the Company also launched the off-patent molecule Semaglutide in both oral and injectable formulations. The launch strengthens our presence in high-growth metabolic segments including type-2 diabetes and obesity and reinforces our commitment to addressing evolving patient needs.

Field force expansion: During the year, the Company has expanded field force by around 600 medical representatives to complement new product launches and selectively enhance our reach across key specialties. As of 31^st March 2026, the field force stands at around 7,000 medical representatives which, upon integration with JB Pharma, increases to approximately 9,300.

In-Licensing: As part of our strategy to strengthen and position our portfolio for long-term growth, the Company has expanded its presence in high-potential therapies through selective in-licensing of differentiated drugs. During the year we launched Tegoprazan and Linaclotide in India reinforcing our position in gastrointestinal segment.

These initiatives enhance the depth of our portfolio, accelerate access to differentiated products and position us to capture the emerging opportunities in the chronic disease segments.

Consumer Health: Over the past four years, Consumer Health(CHC) business has delivered double digits growth, playing a pivotal role across consumer centric brand portfolio. Key anchors for business have been focused portfolio approach, premiumisation strategy and calibrated portfolio expansion including entry into new segments such as nutrition supplements with science based, differentiated offerings catering to evolving consumer needs.

CHC had delivered consistent growth trajectory across key brands supported by brand building initiatives, influencers campaigns and precision led digital media investments. These efforts have strengthened consumer engagement and enhanced brand salience and equity across target segments. In parallel CHC has strengthened its omnichannel presence with accelerated expansion across ecommerce and quick commerce which contribute more than 20% complemented by deepening reach in approximately 4500 Modern Trade pharmacy chains. Distribution has been further augmented through direct distribution network covering approximately 75,000 chemist outlets for enhancing market access, availability and activations.

3. Brazil Business:

• The Company continues to be ranked no. 1 Indian Pharma Company in Brazil. Torrent Brazil registered a growth of 12% in the local currency (BRL). The performance was aided by new product launches, improvement of market share in existing portfolio and higher growth in the generic segment. Torrent's growth in IQVIA is at 15% as against market growth of 5% in value.

• The Company launched two major products during the year with one (Lurasidone) achieving 32% of volume market share within 5 months.

• The Company also received approval of its first Oncology product. Overall, the Company has 58 products under approval at ANVISA.

• As of 31^st March 2026, the total number of medical representatives stood at around 320.

• The Company will continue to deepen its presence in the existing therapies of cardiology, diabetes and CNS by focusing on brand building, expansion of product portfolio and improvement in field force productivity and at the same time, spreading reach to regional markets through its generic portfolio. In addition, the Company stands ready to enter the non-retail segment particularly in oncology starting in next fiscal.

4. Germany Business:

• The Company held a market share of 4.9% (IQVIA MAT March 2026) in the German generics market and continues to be ranked no. 1 Indian Pharma Company in Germany. It is ranked no. 5 in the overall generic market.

• Germany registered a revenue growth of 10% against a market growth of 2%. In Euro terms, Germany registered a degrowth of 3%. The degrowth is attributable to sales loss due to supply disruption at third party suppliers.

• The German tender market remains extremely competitive with annual price declines. We have been successful in these challenging circumstances through our efforts in improving productivity and cost competitiveness. Our portfolio currently covers 56% of the overall generics market and we expect the coverage to expand in the coming years. We launched five products during the year

5. US business:

• US base business registered constant currency growth of 14% during the year

• The Company launched 2 major products, Valsartan- Sacubitril and Fidaxomicin

• The Company filed 2 ANDAs during the year.

• The US pipeline consists of 16 ANDA approvals and 21 products under development to be filed over the next 3 years.

The summary of Standalone (Company) and Consolidated (Company and its subsidiaries) operating results for the year and appropriation of divisible profit is given below:

* Operating EBITDA = Profit Before Depreciation & Amortisation, Finance Cost, Other Income, Exceptional Items & Tax.

The above consolidated financial result includes financial results of JB Pharma and its subsidiaries w.e.f. 21^st January, 2026, together with depreciation and amortisation on the fair value of the acquired assets, that has been determined based on purchase price allocation.

The Company registered a revenue growth of 21% and Operating EBITDA growth of 22%, driven by underlying business momentum. Operating EBITDA margins improved to 32.6% versus 32.3% in the previous year reflecting continued operational efficiency and portfolio strength.

Base business without giving effect to consolidation of JB Pharma, the Company registered a revenue growth of 15% and Operating EBITDA growth of 16%.

The exceptional item relates to acquisition and merger related cost

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report.

The Company endeavours to distribute 50% of its annual consolidated net profit after tax without taking into account non-cash charges relating to the business acquisitions as dividend, in accordance with the dividend policy. The policy is available on the website https://www.torrentpharma.com/assets/Dividend Policy.pdf

During the year under review, an interim dividend of C 29/- per equity share of face value of C 5/- each (@ 580%) amounting to C 981 crore was paid to the shareholders. Further the Board considered it prudent to recommend the final dividend for 2025-26 as per the Dividend Distribution Policy and accordingly recommended a final dividend of C 9/- per equity share of face value of C 5/- each (@ 180%) amounting to C 305 crore for approval of shareholders at the 53^rd Annual General Meeting (AGM) of the Company. Hence, the total dividend paid / payable with respect to the year under review was of C 38/- per equity share (@ 760%) amounting to C 1,286 crore.

The Board of Directors of the Company has decided not to transfer any amount to the reserves for the year under review.

At Torrent Pharma, we understand our employees are our most valuable assets, essential to our growth and success. Their commitment, loyalty and hard work drive our achievements. In order to sustain this momentum, we continue to build competencies and embrace new skills for a sustainable future. This approach has fostered an inclusive, multicultural Organisation that prioritises employee satisfaction, diversity and a sense of belonging.

We firmly believe that our success is a direct result of our employees' collective efforts. Further to enhance organisational performance and productivity, we have implemented several initiatives, reinforcing our commitment to being a value-driven and future-ready Organisation. And in January 2026, this was recognised and we were conferred as a "Great Place to Work” as well.

The Company provides a safe and healthy work environment, aiming for an injury- and illness-free workplace. Economic considerations never take precedence over health and safety measures. Our leadership demonstrates visible commitment to maintaining rigorous health and safety standards.

All lead and lag incidents are reported through a structured incident reporting system. This system ensures thorough documentation, investigation and resolution through root cause analysis, corrective actions and system improvements. Employees and contract staff can report incidents without fear of retaliation, ensuring transparency and accountability.

Through targeted capability-building efforts, we remain focused on strengthening our talent pipeline. Significant efforts have been made to enhance leadership and recruit top-tier talent, bringing fresh perspectives and energy to the Organisation. Our robust training and development initiatives play a critical role in nurturing managerial skills and career growth.

Moreover, to foster open communication, we have introduced initiatives such as Sampark, which enables employees to connect with their functional heads, strengthen team dynamics and voice concerns.

We have structured coaching and mentoring programmes. This along with initiatives such as Sahyog, Baat-cheet and U Coffee sessions provide employees with opportunities to share their perspectives, seek guidance and enhance their personal and professional development.

Our commitment to health and safety extends beyond physical well-being to include psychological safety and overall employee wellness. Every employee is responsible for ensuring their actions contribute positively to the workplace, fostering a culture of open and respectful communication. Our new office "Avirat” is again a testimony to the care and comfort we commit to our employees with a better workplace with added amenities like a Gym and a spacious cafeteria as well.

We are committed to diversity and inclusivity, with various women-friendly policies creating an ecosystem that enables women to thrive professionally. Maternity benefits and daycare facilities further support female employees in advancing their careers. The Company upholds meritocracy with a robust appraisal system, ensuring fair evaluations devoid of gender bias.

Our investment in professional development underscores our focus on responsible growth and innovation. We remain dedicated to addressing patient needs, contributing to community well-being and promoting environmental sustainability.

As of 31^st March, 2026, our workforce has grown to 17,264 employees compared to 16,107 employees as of 31^st March, 2025.

The Company has built a strong reputation for conducting business with integrity and upholding zero tolerance for unethical behaviour or misconduct. Our commitment to professionalism, fairness and ethical conduct are reinforced through a robust reporting system available to all employees and stakeholders, as detailed in the Corporate Governance Report.

This system encourages the reporting of unethical behaviour while ensuring whistleblower protection, with direct access to the Audit Committee. Our Code of Business Conduct outlines key corporate ethical practices that guide our business operations and reflect our core values.

Both the Whistleblower Policy and Code of Business Conduct are accessible on our website at www.torrentpharma.com, underscoring our commitment to transparency and accountability.

Additionally, the Company has in place Human Rights Policy defining the principles for respecting and protecting human rights across all operations.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we have implemented a comprehensive policy to protect women against workplace harassment. Regular interactive awareness workshops are conducted and the Internal Complaints Committee is in place to address any grievances. During the year, one complaint was received which was pending as on 31^st March, 2026, however was closed within 90 days after following the due process as stipulated under the Act.

During the year under review, the Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

Inspired by our founder's guiding principle, "Think of others also, when you think about yourself,” our Corporate Social Responsibility strategy focus on three main areas: Community Healthcare, Education and Knowledge Enhancement and Social care & concern. During the year, the Company was required to spend H 41.38 crore (2% of the average net profit of the past three financial years). The total amount spent during the year was H 44.95 crore. Further, the unspent amount at the end of the year was transferred to "Unspent CSR Account” of related ongoing projects by the Company. This year, we mainly focus on following areas that enable inclusive & sustainable community development:

• Community Healthcare, Sanitation & Hygiene - REACH: Reach EAch CHild

• Social Care & Concern for Environment - Pratitr Reviving Public Spaces for Greener Cities The brief of the above activities is described hereunder

REACH: Driven by the belief of Chairman Emeritus, Sudhir Mehta 'Children are the future of our nation and this future must be well preserved', the flagship CSR programme of the Group "REACH” was initiated in the year 2016 under the aegis of UNM Foundation, a Section 8 Company ("UNMF”).

In the past years, UNMF adjusted its approach towards community healthcare initiatives, which are now carried out in two distinct categories viz. Outreach Activities and Medical Services.

Outreach activities focus on reducing malnutrition & anemia amongst children in the age - group of 6 months to 6 years. Under this programme, we organise baseline screening camps across various villages in Gujarat. Children are screened for anemia and malnourishment; necessary interventions are done for possible improvement. Children identified as malnourished or anemic or both are provided medical treatment and supplementary nutrition. The treatment plan for malnourished children is spread over a period of 3 months and anemia treatment spans across 6 months.

In 2025-26, we have expanded our initiatives in more than 150 villages with target to cover cumulative total of more than 1,900 villages in Gujarat and screened additional 20,000 children totalling more than 1,84,000 children on a cumulative basis.

One of our initiatives was focused on empowering adolescent girls in rural areas by addressing the taboo associated with menstruation and promoting menstrual hygiene. Our programme included interventions to encourage the use of bio-degradable re-usable sanitary pads and provide education on menstrual hygiene. Female volunteers / employees conduct counselling sessions and distributes sanitary pads to adolescent girls in Sugen, Pakhajan, Balasinor, Indrad, Chhapi, Radhanpur, Dholera, Junagadh, Surel, Babra and Bhatiya in Gujarat. 13,518 unique beneficiaries from 235 villages across Gujarat benefited in FY 2025-26, cumulatively reaching 1,15,196 unique beneficiaries across 1,750 villages in Gujarat.

In 2017, we have started four paediatric centres in SUGEN Power Plant area- Surat, Dahej, Indrad and Balasinor of Gujarat with a focus on outpatient departments (OPDs) as 'CARE' measures. In 2020, we achieved a significant milestone by transforming the SUGEN paediatric centre into a 150-bedded hospital, providing critical care to children. The above PHCs along with 8 more operational PHCs at locations of Dediapada, Waghai, Naswadi, Radhanpur, Chhapi, Junagadh, Ankleshwar and Bhestan have been started to reach and to serve people in interior rural areas deprived of quality affordable medical facilities. These centres provide primary healthcare services to children including free medical consultations, basic laboratory tests and medications.

Cumulative status across all PHCs (excluding UNM Children Hospital):

The PHCs serves as spokes, providing primary care, while UNM Children Hospital at SUGEN serves as the central hub managing more complex healthcare needs. Cases identified at the PHCs that require advanced care are referred to the hospital for further treatment. In addition to primary care, we focus on providing secondary and tertiary care. In 2020, we reached a significant milestone by upgrading our Sugen Paediatric Centre into a 150-bedded UNM Children Hospital, which now serves as the hub of our medical services.

UNM Children Hospital is a state-of-the-art facility offering both outpatient (OPD) and inpatient (IPD) services, including advanced and critical surgeries across multiple disciplines. Our hospital provides advanced care in specialties such as Orthopaedics, Ophthalmology, Neurology, Urology, Plastic Surgery, Dental, ENT and more. The hospital is equipped with 150 beds, 4 operation theatres, a 20-bed NICU, a 17-bed PICU and is NABH certified.

As a NABH-certified hospital, we are committed to delivering high-quality healthcare services that meet national standards of excellence.

During the year, UNM Children Hospital significantly strengthened its clinical capabilities through targeted enhancements across diagnostics, critical care support and specialised services, reinforcing its commitment to delivering high-quality, technology-enabled paediatric healthcare. The hospital added a Siemens SOMATOM goTop 128-slice CT scanner, enabling high-resolution imaging with reduced radiation exposure for children. A Blood Storage Unit equipped with advanced systems was established to ensure safe and reliable 24*7 blood availability for surgeries and PICU / NICU care. An advanced Microbiology Laboratory featuring BACT / ALERT 3D and VITEK 2 Compact systems was also commissioned, enabling faster and more accurate diagnostics. In surgical care, a fourth state-of-the-art operation theatre was inaugurated to enhance surgical precision and workflow efficiency. Additionally, a Child Development Centre was established to provide physiotherapy and occupational therapy for children with autism, intellectual disabilities and developmental delays.

The Pratiti programme aims to provide citizens with accessible, sustainable green spaces for leisure and recreation. The Company has successfully revamped twelve parks in Ahmedabad, covering more than 1,51,000 square meters. We also maintain green space at Adalaj Clover leaf junction measuring approximately 1,65,000 square meters. The Company's commitment to maintain these green spaces ensures their longevity and continued accessibility to the public. All the parks and lakes are designed to recharge ground water and developed with a mission to provide citizens with the best environmental conditions and recreational areas near their neighbourhood, with reduced levels of air pollution.

In 2025-26, we developed the following public parks and green spaces in and around Ahmedabad:

Heritage Garden: Spread across 20,000 square meters, the Heritage Garden has been reimagined as a 500 meter linear park that reflects community, identity and the city's evolution.

Sardarbaug Park: A sprawling 26,000 square meters landmark of historic grandeur, has been redeveloped and opened to the public, preserving its legacy.

The Adalaj Cloverleaf Urban Grove is a transformative ecological initiative developed across 16 hectares (1,60,000 square meters) at a critical highway junction connecting Sarkhej-Gandhinagar and Ahmedabad-Mehsana corridors. The project includes plantation of 4,700 native trees from 70 species and 1.7 lakh shrubs, grasses and creepers, while preserving and integrating existing mature trees on site. Sustainable water and energy systems, including recharge wells, support long-term ecological self-sufficiency. Supporting infrastructure such as boundary walls, utility services and an Interpretation Centre are being developed to enhance functionality and public engagement. This urban grove will sequester approximately 1,164.30 tonnes of CO₂ annually from the 20^th year onwards.

Our Company along with the members of Indian Pharmaceutical Alliance ("IPA”) have established 'Foundation for Pharmaceutical Academy for Global Excellence' ("PAGE Foundation”) with the objective of setting up a world-class cutting-edge institute providing state of the art training facilities to create appropriate talent for the pharmaceutical industry and for promoting a culture of manufacturing and quality excellence.

It will provide a carefully curated set of programmes and courses taught by a pool of distinguished faculty, varying in duration, which will be designed in a hybrid format and available throughout the year and such programmes and courses will be offered to all interested applicants.

PAGE Foundation's first training institute will be established in Ahmedabad and subsequently similar facility will be set up in Hyderabad.

The Report on CSR activities is annexed herewith as Annexure A.

The Company's commitment to Environment, Health and Safety (EHS) remains integral to its operations and long term sustainability strategy. During the reporting period, we continued to strengthen our EHS management systems to ensure full compliance with applicable statutory requirements and alignment with global best practices.

We are committed to achieving excellence in Environment, Health, Safety and Sustainability (EHS&S) management through responsible environmental stewardship, protection of health and safety and promotion of sustainable practices with minimal carbon footprint across all locations. Our robust EHS&S Policy encompasses stringent safety procedures, environmental and sustainability programmes and employee well being initiatives.

Our governance framework mandates continual enhancement of sound EHS&S practices across all aspects of business, including strategy, planning and effective execution. We continuously assess and upgrade state of the art technologies, systems and processes to reduce our environmental impact and minimise carbon emissions.

We follow a 'Zero Harm' philosophy, ensuring that our life saving innovations never come at the cost of people or the planet. In support of this commitment, we actively educate, communicate and provide ongoing and need based training to employees, contractors and other relevant stakeholders. These programmes enhance awareness of EHS&S protection measures and associated risks. The effectiveness of such training is systematically evaluated and forms an integral part of employee career development and performance enhancement.

Organisations worldwide are increasingly adopting Environmental, Social and Governance (ESG) frameworks, moving beyond regulatory compliance to drive long term positive impact. In alignment with this approach, we integrate sustainability into daily operations by reducing carbon footprints, promoting circular economy practices and ensuring ethical sourcing.

As part of our sustainability journey, the Company successfully achieved its previous targets for FY 2022-25 and has evaluated new targets for FY 2026-30. As an outcome of our efforts, we transitioned boiler operations from fossil fuel to renewable fuels at 4 (four) manufacturing facilities, while the other 3 (three) manufacturing facilities operate on natural gas. In line with our roadmap, renewable fuels will be explored at the remaining one location to switch boiler operation through renewable / low carbon foot print fuel.

The Company has installed 5.4 MW of hybrid solar capacity and 2.75 MW of rooftop solar systems, generating approximately 27 million kWh of green energy annually, thereby significantly reducing our carbon footprint.

Water stewardship remains a key sustainability priority. Achieving zero groundwater usage is a critical milestone and currently 78% of our manufacturing facilities utilise surface water, supporting responsible water management practices and helping reverse groundwater over extraction.

Effective hazardous waste management is essential to protect human health and the environment. The Company adheres to all regulatory requirements for identification, safe handling, treatment, recycling and disposal of hazardous waste at authorised facilities and through approved recyclers.

Our objective is to achieve 100% recycling of non-hazardous waste and zero waste to landfill. In pursuit of this goal:

• Land fillable hazardous waste has been reduced by 96% from the base year

• Incineration of hazardous waste has decreased by 94% from the base year.

• The majority of waste has been diverted to co processing for energy recovery in cement industries.

As part of our Extended Producer Responsibility (EPR) initiative, we have implemented a nationwide 100% plastic waste take back programme, ensuring collection and responsible disposal of plastic waste equivalent to the quantity consumed by the Company PAN India.

All manufacturing facilities are certified under:

• ISO 140012015 - Environmental Management System

• ISO 450012018 - Occupational Health & Safety Management System

• ISO 27001 - Information Security Management System

• ISO 22301 - Business Continuity Management System

Additionally, 6 (six) manufacturing facilities and the R&D Centre of the Company are now certified under ISO 500012018 (Energy Management System), reinforcing our consistent focus on energy efficiency.

As we progress with our sustainability roadmap, the Company's commitment to EHS continues to evolve-from regulatory compliance towards fostering a proactive, value driven safety culture, where every employee is intrinsically motivated and safety is embedded as a personal and organisational value.

As on 31^st March, 2026 the Authorised Capital of the Company is H 235 crore, divided into 42 crore Equity Shares of H 5/- each and 25 Lakh Preference Shares of ' 100/- each.

The Company has neither accepted nor renewed any deposits. None of the deposits earlier accepted by the Company remained outstanding, unpaid or unclaimed as on 31^st March, 2026.

Details of Loans, Guarantees and Investments by Company under the provisions of Section 186 of the Companies Act, 2013, during the year, are provided in Note 11 and 12 to the Standalone Financial Statements.

During the year under review, your Company has raised ' 2,400 crore (Rupees Two Thousand Four Hundred crore only) through the issuance of 48,000 Commercial Papers with a face value of ' 5,00,000 (Rupees Five Lakh only) each listed on National Stock Exchange of India Limited as per following details:

* Commercial Papers were redeemed

During the year under review, your Company has raised ' 10,990 crore (Rupees Ten Thousand Nine Hundred Ninety crore only) through issuance of 10,99,000 Non-Convertible Debentures ("NCDs”) in 4 Series, with a face value of ' 1,00,000 (Rupees One Lakh only). These NCDs are listed on National Stock Exchange of India Limited, with the details provided below:

As on 31^st March, 2026, outstanding amount of Non-Convertible Debentures issued by the Company is C 11,390 crore

All Related Party transactions are entered in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy”) and were entered with the approval of Audit Committee, Board and Shareholders if and as applicable. All the related party transactions were entered into during the financial year were on arm's length basis. Further there were no related party transactions which could be considered material based on the definition of material transaction as mentioned under explanation to Sub regulation (1) of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”). 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 to the Company for 2025-26 and hence does not form part of this report.

The Company has a formal framework of Internal Financial Control ("IFC") in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has a well-placed, proper and adequate IFC system, which ensures:

• The orderly and efficient conduct of its business;

• Adherence to the Company's Policies;

• Safeguarding of its assets;

• The prevention and detection of frauds and errors;

• The accuracy and completeness of the accounting records; and

• The timely preparation of reliable financial information.

Effectiveness of IFC is ensured through management reviews and control self-assessment.

The Audit Committee reviews the effectiveness of controls documented as part of IFC framework and oversee implementation of necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology controls.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our IFC. The management has also come to a conclusion that the IFC and other financial reporting were effective during the year and are adequate considering the size, scale and nature of the Company's business operations. The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Report is annexed as Annexure B to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.

No material changes and commitments have occurred after the close of the year till the date of this Report which may affect the financial position of the Company.

The Company's manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks including loss on account of business interruption caused due to property damage. The Company has appropriate liability insurance covers particularly for product liability, clinical trials and cyber liability. The Company has also taken Directors' and Officers' Liability Policy to provide coverage against the liabilities arising on them.

Risk Management is an integral part of the Company's strategy for enhancing stakeholder value and is embedded into the governance and decision making process across the Organisation. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organisation.

As a part of this Policy, all the risks are discussed and deliberated with the concerned functional heads and business process owners to continually identify, assess, mitigate and monitor risks across the entity, its business functions and units. The Policy also encompasses identification, assessment and mitigation of ESG risks. The Risk Management Committee meets periodically to assess and deliberate on the key risks and adequacy of mitigation plan. The Company has formulated a comprehensive 'Risk Register', which is periodically reviewed and updated to capture new and emerging risks / threats and change in existing identified risk augmenting from changes in internal / external environment. Inputs from risk assessment are also embedded into annual internal audit programme. Key risks and mitigation measures are summarised in Management Discussion and Analysis section of the Annual Report.

Your Company has shifted its registered office from Torrent House, Off. Ashram Road, Ahmedabad - 380 009 to Avirat, Thaltej Shilaj Road, Ahmedabad - 380 059 with effect from 29^th January, 2026.

In line with the Company's Strategic objectives and to create future ready, diversified healthcare platform combining a deep chronic segment heritage with emerging CDMO capabilities, the Company has entered into share purchase agreement dated 29^th June, 2025 ("SPA 1") with J.B. Chemicals & Pharmaceuticals Limited ("JB Pharma") and Tau Investment Holdings Pte. Ltd., the erstwhile Promoter of JB Pharma to acquire 7,44,81,519 equity shares of JB Pharma representing 46.39% of its fully diluted share capital subject to receipt of Members' approval and applicable statutory and regulatory approvals.

The Company has also entered into share purchase agreement dated 03^rd July, 2025 ("SPA 2") with certain employees of JB Pharma to acquire upto 38,75,056 equity shares of JB Pharma representing 2.41% of its fully diluted equity share capital consequent to the exercise of their respective employee stock options subject to receipt of applicable statutory and regulatory approvals.

Pursuant to the execution of SPA 1 and SPA 2, an open offer was triggered under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. In accordance with the said regulations, the Company acquired 1,317 fully paid up equity shares of JB Pharma from eligible public shareholders through the Open Offer on 05^th December, 2025.

In terms of SPA1, the Company completed the acquisition of 7,44,81,519 equity shares of JB Pharma on 21^st January, 2026 and was accordingly classified as Promoter of JB Pharma. Further in terms of SPA 2, the Company acquired 38,75,056 equity shares of JB Pharma from its employees on 23^rd January, 2026 and 03^rd February, 2026.

Accordingly, as on 31^st March, 2026 the Company holds an aggregate of 7,83,57,892 equity shares, representing 48.80% of the equity share capital of JB Pharma.

The Board of Directors at their meeting held on 29 ^th June, 2025 approved the Scheme of Amalgamation of J. B. Chemicals & Pharmaceuticals Limited ("Transferor Company" or "JB Pharma") with Torrent Pharmaceuticals Limited ("Transferee Company" or "Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 read with the rules made thereunder ("Scheme"). The Scheme inter-alia provides for the amalgamation of Transferor Company with and into the Transferee Company.

Pursuant to the proposed Scheme, 51 fully paid up equity shares of the Company of face value of H 5 each shall be issued and allotted to the shareholders of JB Pharma for every 100 fully paid equity shares of H 1 each held in JB Pharma as determined by independent registered valuers.

The Company and JB Pharma received No Objection Letters from BSE Limited and National Stock Exchange of India Limited on 17^th February, 2026 in relation to the Scheme.

Pursuant to the Order of National Company Law Tribunal, Ahmedabad Bench ("NCLT”) dated 23^rd March, 2026, meetings of the equity shareholders of the Company and of the Transferor Company were held on 28^th April, 2026 through video conferencing. The Proposed arrangement in the nature of amalgamation was duly approved by the equity shareholders of both the Companies with requisite majority in accordance with the provisions of Section 230(6) of the Companies Act, 2013. Further, in terms of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20^th June, 2023 issued by the Securities and Exchange Board of India, the Scheme was approved by requisite majority of the public shareholders of the Transferor Company. The Company and the Transferor Company have filed a joint petition with NCLT seeking its approval on the Scheme.

The Scheme is expected to enhance the product offerings of the Transferee Company, unlock new market opportunities and expand access to customer coverage through a more comprehensive and synergistic product portfolio. It is also expected to improve operational, organisational and financial efficiencies, reduction in multiple entities and associated regulatory compliances, consolidation of administrative and managerial functions, eliminate duplication of multiple record-keeping, strenghten organisational capability and leadership, create diversified and consolidated portfolio of branded products. This will strengthen existing presence in key segments and support long term sustainable growth.

As of 31^st March, 2026, the Company has 18 subsidiaries, out of which 3 are step down subsidiaries.

During the year under review, the Company:

• acquired controlling stake of 48.80% and became the promoter of JB Pharma w.e.f 21^st January, 2026;

• transferred the shares held in UNM Foundation, Associate Company (Section 8 Company) to Torrent Investments Limited, Holding Company of the Company on 30^th March, 2026 and hence UNM Foundation ceased to be an Associate Company of the Company;

• made an equity investment of 26% in Torrent Urja 27 Private Limited ("Torrent Urja”) on 28^th October, 2025 for power procurement by the Company under Group Captive model - Hybrid Power and hence Torrent Urja became the Associate Company of the Company.

The highlights of performance of major subsidiaries of the Company have been discussed and disclosed under the Management Discussion and Analysis section of the Annual Report. The contribution of each of the subsidiaries, including JB Pharma and its Subsidiaries in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report.

The annual accounts of the subsidiary companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the AGM. The annual accounts of the subsidiary companies are also available on the website of the Company at www.torrentpharma.com.

The Board of Directors of the Company is chaired by the Executive Chairman and comprises six other Directors as on 31^st March, 2026, including one Managing Director, four Independent Directors (including two Women Directors) and one Non-Executive Non-Independent Director

All the Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and under Listing Regulations.

During the year under review, Dr. Maurice Chagnaud (holding DIN: 09592878), Independent Director of the Company, who was appointed for a term of 3 (three) years effective from 11^th May, 2022 to 10^th May, 2025 ceased as Director on the Board of the Company on 10^th May, 2025 pursuant to completion of his term. The Board put on record its sincere appreciation for the valuable role played by him in guiding the functioning of the Board and its Committees.

During the last AGM held on 28^th July, 2025, the members approved appointment of Aman Mehta (holding DIN: 08174906) as Managing Director w.e.f. 01^st August, 2025 for a period of 5 (Five) years with the pre-closure of his existing term as Whole Time Director

As per the provisions of the Companies Act, 2013, Samir Mehta, Executive Chairman (holding DIN: 00061903), retires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

The brief resume and other relevant information of the Director being re-appointed is given in the explanatory statement to the Notice convening the AGM, for your perusal.

Regular meetings of the Board are held to review performance of the Company, to discuss and decide on various business strategies, policies and other issues. A calendar of Board / Committee meetings for the year is prepared and circulated to the Directors well in advance to enable them to plan their schedule for effective participation in the meetings. During the year, six meetings of the Board of Directors were convened and held on 19^th May, 2025, 20^th May, 2025, 29^th June, 2025, 28^th July, 2025, 07^th November, 2025 and 13^th February, 2026. The intervening gap between two consecutive meetings was not more than one hundred and twenty days. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

The composition of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Committee as on 31^st March, 2026 is given below:

1. Dr. Maurice Chagnaud ceased to be Member of the Committee due to completion of his term on the Board on 10^th May, 2025.

2. Manish Choksi was appointed as Member of the Committee with effect from 16^th March, 2026.

During the year, the Board has accepted all the recommendations made by the Audit Committee.

The Board of Directors of the Company has identified following criteria for determining qualification, positive attributes and independence of Directors:

1) Proposed Director ("Person”) shall meet all statutory requirements and should:

• possess the highest ethics, integrity and values;

• not have direct / indirect conflict with present or potential business / operations of the Company;

• have the balance and maturity of judgment;

• be willing to devote sufficient time and energy;

• have demonstrated high level of leadership and vision and the ability to articulate a clear direction for an organisation;

• have relevant experience (in exceptional circumstances, specialisation / expertise in unrelated areas may also be considered);

• have appropriate comprehension to understand or be able to acquire that understanding

- Relating to Corporate Functioning

- Involved in scale, complexity of business and specific market and environment factors affecting the functioning of the Company.

2) The appointment shall be in compliance with the Board Diversity Policy of the Company.

The key qualifications, skills and attributes which the Board is collectively expected to have for the effective discharge of their duties are explained in Corporate Governance Report of the Company.

• Board members may (formally or informally) suggest any potential person to the Chairman of the Company meeting the above criteria. If the Chairman deems fit, necessary recommendation shall be made by him to the Nomination and Remuneration Committee (NRC).

• Chairman of the Company can himself also refer any potential person meeting the above criteria to the NRC.

• NRC delibrates the matter and recommends such proposal to the Board.

Board considers such proposal on merit and decide suitably.

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavours, through presentations at regular intervals, to familiarise the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the pharmaceutical industry as a whole. Site visits to various plant locations and CSR sites get organised for the Directors to enable them to understand the operations of and CSR activities carried out by the Company. The Independent Directors also meet with senior management team of the Company in formal / informal gatherings.

The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.torrentpharma.com/pdf/cms/Familiarization Programme 2025-26. pdf

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all Individual Directors (Independent and Non Independent Directors) and Chairperson as per the process and criteria laid down by the Board of Directors based on the recommendation of the NRC.

Evaluation Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as Board composition, frequency of meetings, fulfillment of key responsibilities, effectiveness of board process and information sharing, quality of decisions, establishment and delineation of responsibilities to Committees and facilitation of Independent Directors. The performance evaluation was carried out based on the responses received from the Directors.

The performance evaluation of Committees was based on criteria such as Adequacy of Committee composition, frequency and effectiveness of meetings, degree of fulfilment of key responsibilities as outlined by terms of reference of Committee and as required by the statute, Committee dynamics especially openness of discussions, including with the Board and quality of relationship of the Committee with the Board and the management.

The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors.

The performance evaluation of Independent Directors was based on various criteria, such as participation in Board in terms of adequacy, contribution at meetings, fulfillment of functions, guidance and support to management outside Board / Committee meetings and independent views and judgement.

The performance evaluation of Chairman of the Board was based on various criteria, like Attendance, steering the meetings, effectiveness as Chairman of the board including leading the decision making on the vision, strategy, ability to keep shareholder's interest in mind and communicating with external stake holders and impartiality etc.

Independent Directors have carried out the performance evaluation of the Board as a whole and the NonIndependent Directors, the Committees, Chairman and flow of information between the management and the Board. Thereafter, the Board expressed the satisfaction on the functioning of the Board, the Committees and performance of Individual Directors.

There was no change in the Key Managerial Personnel during the year under review other than what has already been captured above.

In terms of Section134(3)(c) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31^st March, 2026, the Board of Directors state that:

i. the applicable Accounting Standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

ii. reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit for the year ended on that date;

iii. proper and sufficient care has been taken for 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;

iv. the financial statements have been prepared on a going concern basis;

v. proper internal financial controls were in place and were adequate and operating effectively; proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Wholetime Directors, Independent Directors and other non-executive Directors) and other employees (under senior management cadre and management cadre). The Policy has been formulated with the following key objectives:

• To ensure that employee remuneration is in alignment with business strategy & objectives, organisation values and long-term interests of the organisation.

• To ensure objectivity, fairness and transparency in determination of employees' remuneration.

• To ensure the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate a high performance workforce and are in compliance with all applicable laws.

It covers various heads of remuneration including benefits for Directors and employees. It also covers the process followed with respect to annual performance reviews and variables considered for revision in the remuneration. The said Policy is available on the website of the Company www.torrentpharma.com.

1. The payment of commission to the Directors of the Company who are neither in the whole time employment nor Managing Director(s) (NEDs) is approved by the shareholders of the Company and is subject to the condition that total commission paid to the NEDs shall not exceed the percentage limits of the net profit of the Company as specified in the Companies Act, 2013 (presently 1% of the net profit), calculated in accordance with Section 197 read with Section 198 and any other applicable provisions of the Companies Act, 2013.

Further, as per the Regulation 17(6)(ca) of the Listing Regulations, approval of the shareholders by special resolution shall be required every financial year, in which the annual remuneration payable to a single NED exceeds fifty per cent of the total annual remuneration payable to all NEDs, giving details of the remuneration thereof.

2. The Board or its Committee specifically authorised for this purpose, determines the manner and extent upto which the commission is paid to the NEDs within the limit as approved by the Members. The commission is determined based on the participation of the Directors in the meetings of Board and / or Committees thereof, as well as on industry practice, performance of the Company and contribution by the Directors, etc.

3. Payment of Commission is made annually on determination of profit.

4. Sitting fees of C 1 lakh is paid to Independent Directors for each meeting of the Board or any Committee thereof attended by them.

5. Independent Directors are reimbursed for all the expenses incurred for attending any meeting of the Board or Committees thereof and which may arise from performance of any special assignments given by the Board.

The details of remuneration paid to the Managerial Personnel forms part of the Corporate Governance Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in the Annexure B to this Report.

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the members of the Company in Forty Ninth AGM of the Company approved the re-appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of Forty Ninth AGM until the conclusion of the Fifty Forth AGM to be held with respect to the financial year 2026-27

In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company has prepared and maintained the cost accounts and records for the year 2025-26.

The Company has appointed M/s. Kirit Mehta & Co., Cost Accountants, Mumbai (Firm Registration No. 000353) as the Cost Auditors of the Company for audit of cost accounting records of its activities (Formulation & Bulk Drugs activities) for the financial year ended 31^st March, 2026. The Cost Audit Report to the Central Government for the financial year ended 31^st March, 2025 was filed on 21^st August, 2025, within the statutory timeline. Further, the Board of Directors has appointed M/s. Kirit Mehta & Co. as the Cost Auditor of the Company for the financial year 2026-27 and fixed their remuneration, subject to ratification by the Members in the ensuing AGM of the Company.

Pursuant to the provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company approved the appointment of M/s. M. C. Gupta & Co, (Firm Registration No.: S1986GJ003400 and Peer Review Certificate No.: 5380/2023) as Secretarial Auditors of the Company for a term of upto 5 (Five) consecutive years to hold office from the conclusion of 52^nd AGM till the conclusion of 57^th AGM of the Company

M/s. M. C. Gupta & Co. have carried out the Secretarial Audit for FY 2025-26 accordingly and their report in Form MR-3, is annexed with this Report as Annexure C. There were no qualification / observations in the report.

During the year 2025-26, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of this Report as Annexure D.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link https:// torrentpharma.com/index.php/investors/annual return

A statement containing the necessary information on Conservation of energy, Technology absorption and Foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure E.

Your Directors appreciate the trust reposed by the medical fraternity and patients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Government of India and various State Governments specifically the Governments of Gujarat, Himachal Pradesh, Sikkim, Madhya Pradesh and Andhra Pradesh, Central and State Government Bodies and Authorities, Financial Institutions and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and the commitment shown by the employees of the Company.