To the Members of Sanofi Consumer Healthcare India Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind-AS financial statements of SANOFI CONSUMER HEALTHCARE INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at December 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended and the Notes to the Ind-AS financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “Ind-AS financial statements”)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind-AS financial statements give the information required by the Companies Act, 2013, (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, (“Ind-AS”) and with other accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2024, the profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Information Other than the Ind-AS financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the Director’s Report, Management Discussion and Analysis Report, Business Responsibility & Sustainability Report and Report on Corporate Governance but does not include the Ind-AS financial statements and our auditor’s report thereon which we obtained prior to the date of this auditor’s report.

Our opinion on the Ind-AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind-AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind-AS financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Ind-AS financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind-AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind-AS financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind-AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of the users of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Ind-AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind-AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

i) In accordance with the Scheme of Arrangement (“the Scheme”) between Sanofi India Limited ( SIL) and its shareholders, creditors and Sanofi Consumer Healthcare India Limited (SCHIL), duly approved by the Hon’ble National Company Law Tribunal, Mumbai Bench, by an order dated May 07, 2024 and filed with Registrar of Companies on June 01, 2024, the Consumer Healthcare Business, along with its related assets and liabilities at the values appearing in the books of account of SIL as on the close of business hours as on May 31, 2024, was demerged, transferred and vested into the Company with effect from June 01, 2024. The appointed date and effective date of

the Scheme was June 01, 2023, and June 01, 2024, respectively. Upto May 31, 2024, the business was run by SIL in trust for SCHIL and risks associated with the business remains with SCHIL from date of business transfer.

As per the requirement of Appendix C to Ind AS 103 -Business Combinations:

a) the financials for the previous period are drawn from May 10, 2023, being the date of incorporation, accordingly, the financials for the previous period ended December 31, 2023, are from May 10, 2023, to December 31, 2023, and were carved out from the audited financial statements of SIL and have been accounted by the Management in respect of the Consumer Healthcare Business after considering the adjustments to give effect to the Scheme and accordingly, are not comparable with the figures for the current year.

b) for the period May 10, 2023, to May 31, 2024, the transactions of the Consumer Healthcare Business were carried out by Sanofi India Limited (SIL) in trust on behalf of the Company, in accordance with the Scheme of Arrangement.

I n accordance with the Scheme, the Company has recognized in its books of account, the carrying amount of assets aggregating to ' 3,648 million and liabilities aggregating to ' 1,746 million as on May 31, 2024, pertaining to the Consumer Healthcare Business transferred from SIL. The excess of the carrying amount of assets transferred over the carrying amount of liabilities and profit earned from May 10, 2023, to May 31, 2024, aggregating to ' 1,902 million (including capital reserve of ' 407 million) and net of dividend paid by SIL in trust on behalf of the Company amounting to ' 1,152 million has been credited to reserves in accordance with the Scheme as on May 31, 2024.

ii) The previous year financial statements have been audited by a firm of Chartered Accountants other than Kalyaniwalla & Mistry LLP, which have been restated as per the requirements of Appendix C to Ind AS 103 -Business Combinations, to give effect to the Scheme of Arrangement.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A”

a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except as under:

i) For the surround systems i.e. 'Marketing, Medical events planning and expense tracking application’, 'Global solution for financial closing’, 'Discount and claims management application’, 'Sales price calculation application’, 'HR management application’ and 'Vendor Maintenance application’, daily backups are maintained on servers physically located outside India. As stated in Note 49 to the Financial Statements, Management is in the process of evaluating options to comply with the regulatory requirement of maintaining backups of books of account on servers physically located in India on a daily basis.

ii) For the 'Interco Minor Invoices application’ which is managed by the Global Team, in the absence of appropriate details, we are unable to comment on whether the backups of books of account are maintained on servers physically located in India on a daily basis.

iii) For the Software-as-a-Service (SaaS) application i.e. the 'Web portal linked to payroll processing vendor’, we have relied on a SOC Report which is available for the period from October 01, 2023, to September 30, 2024. For the period not covered by the SOC Report, Management has obtained and relied on a Bridge Letter from the SaaS vendor.

iv) For the SaaS application i.e. the 'Employee Expense Booking application’, we have relied on a SOC Report which is available for the period from April 01, 2024, to September 30, 2024. For the period not covered by the SOC Report, Management has obtained and relied on a Bridge Letter from the SaaS vendor. Also, the SOC Report does not include the frequency of the backups.

v) For the SaaS application 'P2P non-material purchases application’, in the absence of appropriate details in the SOC Report, we are unable to comment on the location of the servers used for backup.

The Management is in the process of liaising with the SaaS vendors to ensure compliance with the regulatory requirements in the future.

We also draw attention that for some applications, as stated above, since the backups are maintained on servers outside India, the audit trail and backup thereof is also maintained outside India.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity, dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind-AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of the written representations received from the Directors of the Company as on December 31, 2024, taken on record by the Board of Directors, none of the Directors of the Company are disqualified as on December 31, 2024, from being appointed as a Director in terms of Section 164 (2) of the Act.

f) The modification relating to the maintenance of account and other mattes connected therewith are as stated in Para 2 (b) above on the reporting under section 143 (3) (b) of the Act and Para 2 (i) (vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

h) According to information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations

given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its Ind-AS financial statements - Refer Note 48 to the Ind-AS financial statements.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Management has represented that:

a) to the best of its knowledge and belief, other than as disclosed in the Ind-AS financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) to the best of their knowledge and belief, other than as disclosed in the Ind-AS Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or i nvest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on such audit procedures performed by us that have been

considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e) of the Rules as provided under a) and (b) above contain any material misstatement.

v) The interim dividend pertaining to the year ended December 31, 2023, amounting to ' 1,152 million was declared on February 23, 2024, and paid on March 20, 2024, by the Board of SIL, as a trustee on behalf of the Company to the shareholders of the Company. The compliance of Section 123 of the Act has been ensured by SIL.

The Board of Directors of the Company have proposed a final dividend for the year ended December 31, 2024, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

vi) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except for:

a) With respect to the period May 10, 2023, upto May 31, 2024, due to minimal transactions, the books of account were maintained manually by the Company.

b) For the period May 10, 2023, to May 31, 2024, the transactions of the Consumer Healthcare Business were carried out by Sanofi India Limited (SIL) in trust on behalf of the Company, in accordance with the Scheme of Arrangement. These transactions were subsequently incorporated in the financial statements of the Company as per requirements of Appendix C to Ind AS 103 - Business Combinations. Hence, we are unable to comment on the compliance with the requirement for maintenance of audit trail for the period during which the business was carried out by SIL on behalf of the Company, as the necessary data is not available with the Company.

c) As stated above, and as detailed in Note 50 to the Financial Statements, the Company uses an ERP together with various surround systems which have a feature of recording audit trail (edit log) facility at the application level with effect from June 01, 2024. The surround systems include third-party Software-as-a-Service (SaaS) applications as well as certain applications hosted on Sanofi Group’s global servers. With reference to the SaaS applications, Service Organisation Controls (SOC) Reports are available for the period from October 01, 2023, to September 30, 2024, except for the 'Employee Expense Booking application’ where the SOC Report is for the period from April 01, 2024 to September 30, 2024. For the period not covered by the SOC Report, Management has obtained and relied on a Bridge Letter from the SaaS vendors.

With reference to the financial accounting ERP, audit trail is maintained for the standard tables. However, we recommend that the Management should evaluate and document which of the customized tables are critical and should ensure the audit trail is enabled for the same.

With reference to the 'Discount and Claims Management application’and 'Sales price calculation application’, trail of only the most recent record is maintained and previous records are overwritten. Accordingly, the regulatory requirement for maintenance of an audit trail has not been complied with.

With reference to the 'P2P non-material purchases application’, based on a review of the SOC Report and based on information extracted from the application, it appears that the audit trail is not maintained.

For the SaaS application 'Web portal linked to payroll processing vendor’, as specified in the SOC Report, audit trail is available for direct access to the database for the period June 2024 to September 2024. For the SaaS applications 'Global Solution for Financial Closing’, 'HR management application’ and 'Employee Expense booking application’, the SOC Reports do not mention whether there is an audit trail for direct access to the database.

Except as stated above, the audit trail at application level as well as at database level for other software programs have operated throughout the year for all relevant transactions recorded in the software programs. We have also not observed instances of the audit trail feature having been tampered with during the period for which these records were available.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from the financial year started from January 1, 2024, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended December 31, 2024.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W/W100166

Sai Venkata Ramana Damarla

PARTNER

Membership No. 107017

UDIN: 25107017BMLFOM7850

Place: Mumbai

Dated: February 20, 2025.