Your Directors take pleasure in presenting the 41^st Annual Report on the business and operations of the Company together with the
Audited Standalone and Consolidated Financial Statements and the Auditors' Reports thereon for the financial year ended March 31,
2025.

Financial Results

The highlights of standalone and consolidated Financial Results of the Company are summarized below:

(' in million)

Performance Highlights

During the financial year ended March 31,2025, your Company
has earned revenues from operations of ?3,098.55 million as
against ?3,596.04 million during the previous financial year.
The decline is mainly on account of lower sales of bOPV® and
Easyfive-TT® vaccine to UN agencies.

The Company's consolidated revenues from operations have
declined marginally to ?5,590.94 million during the financial
year under review as against ?5,591.68 million during the
previous financial year. The shortfall in revenues from lower
sales of bOPV® and Easyfive-TT® vaccine was met by recognition
of incentive income under the PLI scheme of Govt. of India,
income from advance authorization and grant income from
CEPI grant.

On a standalone basis, the Company has registered negative
EBITDA of ?69.31 million during the financial year under review
as against positive EBITDA of ?141.67 million during previous
financial year. The decline is mainly due to lower sales and
higher manpower cost.

The Company has incurred loss before tax of ?260.57 million as
against profit of ?42.06 million during previous financial year.

The Company has incurred consolidated EBITDA loss of
?259.12 million as against loss of ?200.61 million during
previous financial year. The increase in EBITDA loss is mainly
on account of lower vaccine sales and higher manpower cost
& other operating expenses. The consolidated loss before
exceptional items and tax has also increased to ?439.42 million
during the financial year under review as compared to loss of
?345.57 million during previous financial year, mainly due to
the reasons as stated above. The consolidated loss before tax
was ?79.48 million during Fiscal 2025 against profit before
tax of ?14.77 million, after considering exceptional income of
?359.94 million from recognition of deferred revenue from the
sale of pharmaceutical formulation brands in 2022.

The Company's consolidated loss after tax and exceptional

items for financial year under review has also increased to
?87.19 million as against ?15.05 million during previous
financial year due to the above stated reasons.

A detailed discussion on the industry overview, external
environment & economic outlook and the Company's
operations for the financial year ended March 31, 2025 is given
in the Management Discussion and Analysis Report forming
part of the Annual Report.

Credit Rating

During the year under review, the Company has neither issued
any debt instruments nor availed any bank facility and has
consequently not carried out any credit rating.

Dividend

In view of the losses incurred during the financial year under
review, the Board of Directors has recommended passing over
of dividend on the Equity as well as Preference Shares of the
Company.

In compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations"),
the Company has in place a Dividend Distribution Policy which
endeavours for fairness, consistency and sustainability while
distributing profits to the shareholders. The same may be
accessed on the Company's website at the link: https://www.
panaceabiotec.com/en/section/information-repository/policy.

Transfer to Reserves

Owing to losses, the Board of Directors has not proposed any
transfer of profits to reserves during the financial year under
review.

Share Capital

There has been no change in the capital structure of the
Company during the financial year under review. The issued,
subscribed and paid-up Share Capital of the Company as

on March 31, 2025, remains unchanged at ?222.62 million
(comprising of ?61.25 million equity share capital divided
into 61,250,746 Equity Shares of ?1 each and ?161.37 million
preference share capital divided into 16,137,000 Non¬
Convertible Cumulative Non-Participating Redeemable
Preference Shares of ?10 each). Similarly, the authorised share
capital of the Company also remains unchanged at ?1,223.37
million (comprising of 125,000,000 Equity Shares of ?1 each
and 109,837,000 Preference Shares of ?10 each).

The Company has neither issued any shares or other
convertible securities, nor any equity share with differential
rights / sweat equity shares under Rule 4 & Rule 8 of the
Companies (Share Capital and Debentures) Rules, 2014. The
Company has also neither issued any debentures, bonds, non¬
convertible securities / warrants nor redeemed any debentures
or preference shares, during the year under review.

Significant Events during the year under review / current
year

The Company has, from time to time during the year under
review and thereafter, informed its stakeholders about the key
developments that took place, by disseminating necessary
information to the stock exchanges and through various other
means of communication.

Some of the key events held during the year under review and
thereafter are mentioned below:

i. Development of Novel Tetravalent Dengue Vaccine
"DengiAll⁹": The Company had collaborated with Indian
Council of Medical Research ("ICMR") in year 2022 for
undertaking Phase III clinical trial for DengiAll®, a single dose
live-attenuated tetravalent vaccine against dengue fever
in adults. The Company had successfully manufactured
3 exhibit batches of drug substances & drug product and
the same was released by Central Drug Laboratory (CDL),
Kasauli following which the Drug Controller General of India
(DCGI) gave necessary permission to undertake the Phase III
Clinical Trial in India. The Phase III clinical trial for DengiAll®
in adults, was initiated in August 2024. The clinical trial is
being conducted at 20 sites with ~10,335 participants to
be enrolled across India out of which ~7,500 subjects have
already been enrolled and vaccinated, and the vaccine trial
is progressing well. The vaccine is expected to be launched
in financial year 2026-27 after successful completion of the
clinical trial and receipt of necessary regulatory approvals.

ii. Receipt of Letter of Award from UNICEF for supply of
bivalent oral polio vaccine (bOPV^a): During the year under
review, the Company has received a letter of award from
United Nations Children's Emergency Fund (UNICEF) for
supply of 115 million doses of bOPV® worth ~?127 crore, to
be delivered in the calendar year 2025. During the current
financial year, the Company has also received an additional
Award from UNICEF for supply of 40 million doses of its
bOPV® worth ~?44 Crore in Q3 CY2025.

iii. Raising of funds by way of External Commercial Borrowings:
During the year under review, the U.S. International
Development Financial Corporation (DFC) announced its
commitment for a long-term loan of upto US$20 million in
order to support the Company in construction and setting¬
up of additional vaccine manufacturing facility in India
('Projects'). This initiative aims to scale up the production
of the Company's hexavalent vaccine EasySix® addressing

the growing demand from U.N. agencies and public health
organizations and refinancing of its existing loans availed
from affiliates for the said Project. The Company and DFC
have signed a commitment letter for this financing on
September 12, 2024. The process was delayed due to
change in the U.S. Government which has now cleared the
proposal. The legal due-diligence, finalization of financing
documents is now in the process and nearing completion.
The transaction is expected to be completed during the
current financial year.

iv. Inclusion of EmulsiPan adjuvant in the CEPI Adjuvant
Library: The Company got listed one of its adjuvant
products, EmulsiPan in the Coalition for Epidemic
Preparedness Innovations (CEPI) Library of adjuvants to
support the scientific community in advancing vaccine and
biotherapeutic development. EmulsiPan is an oil-in-water
emulsion adjuvant and is produced by nano-emulsification
of squalene along with surfactants and buffers. It is a ready-
to-use sterile emulsion, supplied in a 10 mL USP Type I
glass vial for research purposes. It is designed for storage
at 2-8°C and maintains stability for over 2 years under
recommended conditions. EmulsiPan does not require any
licensing fees - ensuring affordability and providing open
access for vaccine developers. Research institutes and
companies that are looking for adjuvants can now contact
the Company for commercial or research programs.

v. Strategic expansion into Baby Care Products: In addition
to the launch of paediatric nutrition products in June
2023, the Company's wholly-owned subsidiary company,
Panacea Biotec Pharma Limited (PBPL) has launched baby
diapers and wipes under the brand name "NikoMom" on
January 02, 2025. This new product range falls under the
Baby Care category and is aimed at serving the domestic
market. With a strong foundation in science and research,
PBPL aims to offer well-researched, high-quality products
that support infant health beyond vaccination.

Also, PBPL's scientifically formulated oral nutritional
supplement - ChilRun full® has demonstrated considerable
success in enhancing childhood growth, especially among
ones at risk of malnutrition, according to the results of
a comprehensive 90-day nationwide post-marketing
observational study, conducted by PBPL.

vi. Settlement of Dispute with Sanofi Healthcare: In the year
2021, the Company had instituted a suit before the Hon'ble
Delhi High Court seeking to restrain Sanofi Healthcare
India Private Limited ("Sanofi") from marketing a fully liquid
hexavalent vaccine that would infringe the Company's
patent for its wP-IPV based fully liquid hexavalent vaccine,
EasySix®. The said suit has been disposed off by the Hon'ble
Delhi High Court on September 13, 2024, in favour of the
Company.

Under the terms of settlement agreement, Sanofi has inter-
alia, agreed that at present Sanofi would not directly or
indirectly commercially launch its fully liquid hexavalent
vaccine Shan6 in India and shall also withdraw the
Opposition under Section 25(2) and Opposition under
Section 57(3) against amendment application filed against
Panacea Biotec's Patent IN 272351 on hexavalent vaccine
before the Indian Patent Office. Panacea Biotec has also
agreed to forego its claim for damages and rendition of
accounts in the proceedings against Sanofi.

vii. Settlement of Dispute with Apotex: The Parties have
executed a Settlement Agreement on July 09, 2025,
recording full and final settlement of the disputes forming
part of the arbitration among Apotex Inc., the Company
and its wholly-owned subsidiary, Panacea Biotec Pharma
Limited.

Pursuant to the settlement, it has, inter-alia, been agreed
among the Parties that:

• Apotex will pay US$ 2.5 million within 30 days from the
date of Settlement Agreement. This settlement fee has
already been received by PBPL as per the agreed terms;

• Apotex will also pay US$ 2.5 million upon receipt of final
USFDA approval of the ANDA that is the subject of the
Collaboration Agreement for Paclitaxel Protein-Bound
Particles for Injectable Suspension (Albumin-Bound)
("Paclitaxel");

• the profit share for the supply by PBPL of Paclitaxel
for Canada will be modified in a way that Apotex shall
receive 65% of the Net Profits and PBPL shall receive
balance 35% until such time that Apotex recoups US$
1.5 million from that supply, after which the profit share
shall revert to 50:50;

• the profit share for the supply by PBPL of Paclitaxel for
USA will be modified in a way that Apotex shall receive
60% of the Net Profits and PBPL shall receive balance
40% until such time that Apotex recoups US$ 0.5 million
from that supply, after which the profit share shall revert
to 50:50.

Apart from the updates mentioned above and disclosed
elsewhere in the Annual Report, there were no significant
events during and after the end of the financial year ended
March 31,2025.

Employee Stock Options

The Company has an approved Employee Stock Option Plan
2020 ("ESOP 2020") for the employees of the Company and its
subsidiaries. However, no options have been granted under
ESOP 2020 till date.

Significant and material orders impacting the going
concern status and Company's operations in future

During the year under review, no significant and material
order was passed by any regulator or court or tribunal which
may impact the going concern status and your Company's
operations in future.

During the financial year 2011-12, a search operation was
conducted by Income Tax Department in the premises of the
Company and hence the Company re-filed the income tax
returns for the Assessment Years ("AY") 2006-07 to 2012-13.
During the financial year 2014-15, the Income Tax Department
completed the assessment of the said years, disallowed certain
expenses, and issued demand of ?3,294.90 million (including
interest) on various grounds. The Company preferred appeals
before CIT (Appeals) against the orders of the Income Tax
Department and after several hearings in the matter and
based on the facts of the matter, the appeals were decided in
favour of the Company and the entire demand of ?3,294.90
million was cancelled. However, CIT (Appeals) made certain
disallowances of ?60.20 million with respect to AY 2010-11
& AY 2011-12 against which the Company has filed appeals

before the Income Tax Appellate Tribunal ("ITAT"). The Income
Tax Department has also filed appeals before ITAT against the
orders of CIT (Appeals). The appeals before ITAT are pending at
present. Based on the expert opinion, the Company believes
that it has merit in these cases.

Report on Corporate Governance

Your Company has always placed thrust on managing its affairs
with diligence, transparency, responsibility and accountability.
The Board supports the broad principles of Corporate
Governance and lays emphasis on its role in aligning and direct
the actions of the Company in achieving its objectives. Your
directors reaffirm their commitment to adhere to the highest
corporate governance and ethical practices. The Company
has complied with the requirements of the SEBI LODR
Regulations regarding corporate governance. In compliance
with Regulation 34(3) of the SEBI LODR Regulations, a report
on corporate governance for the financial year under review is
presented in a separate section and forms an integral part of the
Annual Report. The requisite certificate from M/s R&D Company
Secretaries, Secretarial Auditors, confirming compliance with
the conditions of Corporate Governance is attached thereto
and forms part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34(3) of the SEBI LODR Regulations,
Management Discussion and Analysis Report for the year
under review, is presented in a separate section and forms an
integral part of the Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the year
under review, as required pursuant to Regulation 34(2)(f) of the
SEBI LODR Regulations, is presented in a separate section and
forms an integral part of the Annual Report. The Report provides
a detailed overview of initiatives taken by the Company from
environmental, social and governance perspectives.

Subsidiaries, Associates and Joint Ventures

A. Subsidiaries

As on March 31, 2025, your Company had 3 Wholly-owned
Subsidiary ("WOS") companies, viz. Panacea Biotec Pharma
Limited ("PBPL"), Meyten Realtech Private Limited ("Meyten")
and Panacea Biotec (International) S.A. ("PBS"), Switzerland and
2 indirect WOS companies, viz. Panacea Biotec Germany GmbH
("PBGG"), the WOS of PBS & Panacea Biotec Inc. ("PB Inc."), USA,
the WOS of PBPL.

As on March 31, 2025, as well as on the date of this Report,
Panacea Biotec Pharma Limited is the only material subsidiary
of the Company pursuant to the SEBI LODR Regulations.

PBPL is engaged in the research, development, manufacturing
and marketing of pharmaceutical formulations and nutrition &
baby care products in India and international markets. As on
March 31,2025, the Company holds 1,000,000 equity shares of
?1 each in PBPL.

Meyten is engaged in the real estate business. As on March 31,
2025, the Company holds 48,76,319 equity shares of ?1 each
in Meyten.

PBS was earlier engaged in the business of trading
pharmaceutical products and is currently not pursuing
any business. Since no further activity is envisaged to be

undertaken by PBS, it has been decided to liquidate PBS. The
Company holds 6,000 equity shares of CHF 100 each with an
investment of ?34.36 million in PBS as on March 31,2025.

PBGG is engaged in marketing of pharmaceutical products
including the Company's products in Germany. PBGG is
proposed to be converted into indirect WOS of the Company
through PBPL by way of acquisition of 100% shares of PBGG by
PBPL from PBS.

PB Inc. has been set up to carry on the business of buying,
selling, marketing, importing, exporting, distributing, and
dealing in services and products related to health and wellness,
such as nutrition, dietary supplements, OTC drugs, medical
devices, prescription drugs, and vaccines. It is a wholly-owned
subsidiary of PBPL. As on March 31,2025, PBPL holds 100 million
common stock of US$ 0.01 each in PB Inc. with an investment
of US$ 1.00 million.

B. Joint Ventures and Associates

As on March 31, 2025, your Company had 1 joint venture,
viz. Adveta Power Private Limited ("Adveta") and 1 associate
company, viz. PanEra Biotec Private Limited ("PanEra").
Adveta and PanEra have been considered as subsidiaries for
the purpose of consolidation of accounts pursuant to the
provisions of Indian Accounting Standards ("Ind AS"). During
the year under review, one of the erstwhile joint venture, Chiron
Panacea Vaccines Private Limited (under liquidation) has been
dissolved on June 20, 2024.

Adveta: The Company's 50:50 joint venture with PanEra, was
earlier granted in-principle approval by the Government of
Arunachal Pradesh for allotment of two Power Projects of 80 MW
and 75 MW in financial year 2012-13 which were subsequently
cancelled. As part of business restructuring, Adveta is proposed
to be merged into PBPL.

PanEra: PanEra was granted in-principle approval by the
Government of Himachal Pradesh for allotment of a hydropower
project of 4 MW, in earlier years. However, no major investment
has been made in this regard. As part of business restructuring,
PanEra is proposed to be merged into PBPL so that PBPL can
move towards net zero carbon emission and use energies
which are sustainable and good for the environment and at the
same time economical to PBPL. Also, post this merger, PBPL will
largely become self-reliant in its own energy requirements.

Pursuant to Regulation 46(2)(h) of the SEBI LODR Regulations,
the Company has formulated a Policy for determining material
subsidiaries which may be accessed on the Company's website
at the link: https://www.panaceabiotec.com/en/section/
information-repository/policy.

Financial Details of Subsidiaries, Associates and Joint
Ventures

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 ("the Act"), a separate statement containing the
salient features of financial statements, performance and
financial position of each of the Company's Subsidiaries,
Associates and Joint Venture, in the prescribed Form AOC-1,
forms part of the Annual Report and hence not repeated here
for the sake of brevity. The contribution of the Subsidiaries,
Associates and Joint Venture to the overall performance of
your Company is outlined in Note No. 49 of the Consolidated
Financial Statements for the financial year ended March 31,
2025.

In accordance with the provisions of Section 136 of the Act read
with SEBI LODR Regulations, the standalone and consolidated
financial statements of the Company along with related
information and separate audited financial statements of the
Subsidiaries are available on the website of the Company at
https://www.panaceabiotec.com/en/section/information-
repository/annual-report and https://www.panaceabiotec.
com/en/section/information-repository/subsidiaries-
financial-information, respectively. The financial statements of
the subsidiaries will also be made available upon request of any
member of the Company who is interested in obtaining the same.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its
Subsidiaries, Associates and Joint Venture, prepared in terms
of Section 129 of the Act, Regulation 33 of the SEBI LODR
Regulations and in accordance with Ind AS 110 read with Ind
AS 28 and 31 as specified in the Companies (Indian Accounting
Standards) Rules, 2015 ("Ind AS Rules") and provisions of
Schedule III to the Act, together with Auditors' Report thereon,
forms part of the Annual Report.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects
with Indian Accounting Standards notified under Section 133 of
the Act, the Ind AS Rules and other relevant provisions of the Act.

Listing of Equity Shares

The Equity Shares of the Company continue to be listed on
National Stock Exchange of India Limited ("NSE") and BSE
Limited ("BSE"). The requisite annual listing fees for the financial
year 2025-26 have been paid to these Exchanges well within
the due dates.

Public Deposits

During the year under review, your Company has neither
invited nor accepted any deposits from the public / members
pursuant to the provisions of Sections 73 and 76 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 and
therefore, no amount of principal or interest was outstanding
in respect of deposits from the Public as on the date of the
balance sheet.

During the year under review, the Company has also not
availed any loan from any of its directors. The details of
outstanding loans received from the director of the Company
have been disclosed in Note No. 41 to the Standalone Financial
Statements forming part of the Annual Report. Further, in
compliance with the provisions of the Companies (Acceptance
of Deposits) Rules, 2014, the director of the Company, from
whom money was received during earlier years, had furnished
to the Company, a declaration in writing to the effect that the
amount was not being given by him out of funds acquired by
him by borrowing or accepting loans or deposits from others.

Directors and Key Managerial Personnel

i. Appointment / Re-appointment of non-executive Independent
Directors: CA Rajesh Jain (DIN: 10619014) has been appointed
as non-executive independent director of the Company for a
period of 5 years w.e.f. November 13, 2024.

Further, Mr. Krishan Kumar Jalan (DIN: 01767702), Dr. Rajender
Pal Singh (DIN: 10198810) and Dr. Venkatesh Sarvasiddhi
(DIN: 09326552) have been appointed as non-executive

independent directors of the Company for a period of 5
years w.e.f. February 14, 2025.

All the above said appointments were made upon
recommendation of the Nomination and Remuneration
Committee ("NRC") and in accordance with the Act and
SEBI LODR Regulations. Also, the said appointments were
approved by the shareholders of the Company by way of
passing special resolutions through the Postal Ballot on
December 26, 2024 and March 29, 2025 respectively.

In the opinion of the Board, CA Rajesh Jain, Mr. Krishan
Kumar Jalan, Dr. Rajender Pal Singh and Dr. Venkatesh
Sarvasiddhi are persons of integrity and possess requisite
expertise and experience for their appointment as
independent directors of the Company.

ii. Appointment / Re-appointment of Executive Directors:
Based on the recommendation of the NRC, the Board of
Directors of the Company has:

• re-appointed Dr. Rajesh Jain (DIN: 00013053) as
Chairman and Managing Director of the Company for
a period of 3 years w.e.f. January 01,2025;

• re-appointed Mr. Sandeep Jain (DIN: 00012973) as Joint
Managing Director of the Company, for a period of 3
years w.e.f. April 01,2025;

• re-appointed Mr. Ankesh Jain (DIN: 03556647) as
Whole-time Director of the Company, for a period of 5
years w.e.f. April 01,2025; and

• appointed Dr. Sanjay Trehan (DIN: 10936402) and Mr.
Harshet Jain (DIN: 08732974) as Whole - time directors
of the Company, for a period of 3 years w.e.f. February
14, 2025.

The said appointments / re-appointments were also
approved by the shareholders by way of passing requisite
resolutions through the Postal Ballot on December 26, 2024
and March 29, 2025, respectively.

iii. Cessation / completion of tenure of non-executive
Directors: Mr. Bhupinder Singh (DIN: 00062754), an
Independent Director, departed for his heavenly abode on
October 16, 2024 and accordingly ceased to be the director
of the Company with immediate effect.

Further, Mrs. Manjula Upadhyay (DIN: 07137968),
Independent Director and Mr. Narotam Kumar Juneja (DIN:
01204817), Non-Executive Non-Independent Director, have
ceased to be directors of the Company on March 29, 2025
and March 31,2025, respectively, upon completion of their
respective tenures.

Your directors express their deep appreciation and
gratitude to the aforesaid directors for their extensive
contribution and guidance received towards the business
growth of the Company. Further, your directors pray the
Almighty that the departed soul of Late Shri Bhupinder
Singh rest in peace.

iv. Directors Retiring by Rotation: In accordance with the
provisions of Section 152 of the Act and Article 119 of the
Articles of Association of the Company, Dr. Rajesh Jain
(DIN: 00013053), Chairman and Managing Director and Mr.
Sandeep Jain (DIN: 00012973), Joint Managing Director of
the Company are liable to retire by rotation. Being eligible
they have offered themselves for re-appointment as

directors at the ensuing Annual General Meeting ("AGM")
of the Company.

v. Profile of Directors seeking re-appointment: The brief
resume of the Directors seeking re-appointment along with
other details as stipulated under Regulation 36(3) of the
SEBI LODR Regulations and Secretarial Standards issued by
The Institute of Company Secretaries of India, are provided
in the Notice convening the ensuing AGM of the Company
and the Corporate Governance Report forming part of the
Annual Report.

vi. Declaration of independence / compliance with Code of
Conduct: In terms of Section 149 of the Act and the SEBI
LODR Regulations, Mrs. Ambika Sharma, Mr. Krishan Kumar
Jalan, Mr. Mukul Gupta, Dr. Rajender Pal Singh, CA Rajesh
Jain and Dr. Venkatesh Sarvasiddhi are the Independent
Directors of the Company as on the date of this Report.

All the Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they meet
the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR
Regulations. In terms of Regulation 25(8) of the SEBI LODR
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence. The Independent Directors have
also affirmed compliance with the Code of Conduct laid
down by the Board of Directors for all the Board Members,
Senior Management Personnel and other employees of the
Company, during the year under review.

vii. Registration in Independent Directors' Data Bank:
The Company has received confirmation from all its
Independent Directors that they are registered in the
Independent Directors' Data Bank of the Indian Institute of
Corporate Affairs at Manesar in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

All the above appointments / re-appointments by the Board
of Directors are based on the performance evaluation and
recommendation of the Nomination and Remuneration
Committee of the Board of Directors. Your directors recommend
re-appointment of directors retiring by rotation as stated
above, in the ensuing AGM.

Apart from the above, there is no other change in the Directors
and Key Managerial Personnel ("KMP") during the year under
review and thereafter.

Board Evaluation

An annual performance evaluation of the Board of Directors,
its Committees and individual directors was carried out by the
Board in terms of the provisions of Section 134(3)(p) of the Act
read with Rule 8(4) of the Companies (Accounts) Rules, 2014
("Account Rules"). In compliance with Regulation 17(10) of the
SEBI LODR Regulations, the Board carried out performance
evaluation of independent directors without the participation
of director being evaluated.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as the Board
composition and structure, effectiveness of Board processes,

information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as
the composition of Committees, effectiveness of Committee
meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the SEBI.

The Board and the NRC reviewed the performance of individual
Directors on the basis of criteria such as the contribution of the
individual Director to the Board and Committee Meetings like
preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance
of non-independent directors, the Board as a whole and
the Chairman was evaluated taking into account the views
of Executive and Non-Executive Directors. The exercise was
carried out through a structured evaluation process covering
various aspects such as Board composition & quality, strategic
& risk management, board functioning, etc. which are briefly
stated in the Corporate Governance Report, forming part
of the Annual Report. The Board also assessed the quality,
quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.
The above evaluations were then discussed in the Board Meeting
and performance evaluation of Independent directors was done
by the entire Board, excluding the Independent Director being
evaluated. Performance evaluation of independent directors was
conducted based on criteria such as ethics and values, knowledge
and proficiency, behavioural traits, etc. The Board of Directors has
expressed its satisfaction with the evaluation process.

Board Meetings

Pursuant to the provisions of Section 173(1) of the Act and
Regulation 17(2) of the SEBI LODR Regulations, during the year
under review, 4 (four) Board Meetings were held on May 30,

2024, August 14, 2024, November 13, 2024, and February 14,

2025. The intervening gap between two Board Meetings was
within the maximum period prescribed under the Act. The
detailed information is furnished in the Corporate Governance
Report, forming part of the Annual Report.

Audit Committee

The Audit Committee of the Board of Directors comprises
entirely of Independent Directors. During the year under
review, the Audit Committee was reconstituted by the Board
of Directors w.e.f. November 14, 2024. The details of the
composition and number of meetings of the Audit Committee
held during the financial year under review including
attendance thereat, are furnished in the Corporate Governance
Report, forming part of the Annual Report. During the year
under review, all the recommendations made by the Audit
Committee were accepted by the Board.

Policy on Directors' appointment & remuneration

The management of the Company is immensely benefitted
from the guidance, support and mature advice from the
members of the Board who are also members of various
committees. The Board consists of directors possessing
diverse skills and rich experience to enhance the quality of
its performance. Pursuant to the provisions of Section 178(3)
of the Act, Regulation 19(4) of the SEBI LODR Regulations
and based on the recommendations of the Nomination and
Remuneration Committee ("NRC") of the Board, the Board has

adopted a policy for selecting, appointment and remuneration
of the Directors, Key Managerial Personnel, Senior Management
Personnel and other employees of the Company. This policy
may be accessed on the Company's website at the link: https://
www.panaceabiotec.com/en/section/information-repository/
policy.

The policy includes criteria for determining qualifications,
positive attributes and independence of directors. In terms of
the policy, the NRC evaluates balance of skills, knowledge and
experience of directors, Key Managerial Personnel or Senior
Management Personnel whom it recommends to the Board
for appointment. The components of remuneration policy are
briefly stated in the Corporate Governance Report, forming
part of the Annual Report.

Selection and procedure for nomination and appointment
of Directors

The NRC is responsible for developing competency
requirements for the Board based on the industry and strategy
of the Company. The Board composition analysis reflects in¬
depth understanding of the Company, including its strategies,
environment, operations, financial condition and compliance
requirements.

The NRC conducts a gap analysis to refresh the Board on a
periodic basis, including each time a director's appointment
or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates vis-a-vis the required
competencies, undertakes due diligence and meeting
potential candidates, prior to making recommendations of
their nomination to the Board.

Energy Conservation, Technology Absorption & Foreign
Exchange

Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the
Accounts Rules, particulars regarding conservation of energy,
technology absorption and foreign exchange earnings & outgo,
are given in Annexure A hereto and forms part of this Report.

Annual Return

As required pursuant to Section 92(3) and 134(3)(a) of the
Act, the draft Annual Return of the Company as on March
31, 2025, is available on the Company's website at: https://
www.panaceabiotec.com/en/section/information-repository/
annual-return.

Related Party Transactions

During the year under review, all the related party transactions
entered into were on an arm's length basis and predominantly
in the ordinary course of business. As per the latest audited
financial statements, the Company has not entered into any
material related party transactions as referred to in Section
188 of the Act. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Act read
with Rule 8(2) of the Accounts Rules in the prescribed Form AOC-
2 is not applicable. Suitable disclosures as required under Ind
AS 24 have been made in the notes to the Financial Statements
forming part of the Annual Report. Apart from remuneration /
sitting fees and consultancy charges in professional capacity,
there is no pecuniary transaction with any director, which had
potential conflict of interest with the Company.

All the related party transactions are placed before the Audit
Committee for its review and further recommendation to

the Board for its approval. Wherever applicable, approval is
obtained for related party transactions which are of repetitive
nature and / or entered in the ordinary course of business and
are at arm's length basis.

As per the provisions of the Act and Regulation 46(2)(g) of the
SEBI LODR Regulations, your Company has formulated a policy
on Related Party Transactions which is available on Company's
website at the link: https://www.panaceabiotec.com/en/
section/information-repository/policy.

The policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions
between the Company and the Related Parties. This policy
specifically deals with the review and approval of material
related party transactions keeping in mind the potential or
actual conflicts of interest that may arise because of entering
into these transactions.

Particulars of Employees and Related disclosures

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Managerial Personnel
Rules") are provided in Annexure B hereto and the same forms
part of this Report.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Managerial Personnel Rules, a
statement containing particulars of top 10 employees and the
employees drawing remuneration in excess of the limits set out
in the said Rules, are provided in Annexure C hereto and the
same forms part of this Report.

Auditors and Audit Reports

i) Statutory Auditors and Audit Report: Pursuant to the
provisions of Section 139 of the Act read with rules framed
thereunder and based on the recommendation of the
Audit Committee, the Board of Directors had in its meeting
held on August 14, 2024, appointed and recommended
the appointment of M/s Suresh Surana & Associates LLP,
Chartered Accountants (Firm's Regn. No. 121750W/W-
100010) as the Statutory Auditors of the Company for
a period of 5 consecutive years to hold office from the
conclusion of 40^th AGM upto the conclusion of 45^th AGM of
the Company to be held in 2029 on such remuneration, out
of-pocket expenses, etc. incurred in connection with the
audit as may be decided by the Board in consultation with
the auditors from time to time. The said appointment was
subsequently approved by the shareholders in their AGM
held on September 27, 2024.

Pursuant to Section 141 of the Act, the Statutory Auditors
have confirmed they are not disqualified from continuing as
Auditors of the Company and their appointment meets the
eligibility criteria prescribed in Section 141(3)(g) and 147
of the Act. They also confirmed that they are independent,
maintained an arm's length relationship with the Company
and that no orders or proceedings were pending against
them before the Institute of Chartered Accountants of India
or any competent court / authority relating to matters of
professional conduct.

The Auditors' Report on the standalone as well as
consolidated financial statements for the financial year
ended March 31, 2025, does not contain any qualification,
reservation or adverse remark. The said Report was issued

by the Statutory Auditors with an unmodified opinion. The
Key Audit Matters as contained in the Auditors' Report on
the Standalone Financial Statements are also mentioned
as Key Audit Matters in the Auditors' Report on the
Consolidated Financial Statements in a similar manner.

The management response to the observations / comments
/ key audit matters contained in the Auditors' Report and
Annexure thereto has been suitably given in the respective
Notes to the Standalone as well as Consolidated Financial
Statements referred to therein. With respect to the Auditors'
observation on delay in payment of interest to promoter-
director, there was an inadvertent delay and the same was
paid on April 24, 2025.

The notes to accounts and other observations, if any, in the
Auditors' Reports are self-explanatory and therefore, do not
call for any further comments.

ii) Cost Accounts and Auditors: The Company is required
to maintain cost records as specified by the Central
Government under Section 148(1) of the Act and
accordingly, such accounts and records have been duly
made and maintained by the Company in compliance with
the provisions of the Act.

Pursuant to the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
the Board had appointed M/s Jain Sharma & Associates, Cost
Accountants (Firm's Registration Number: 000270) as the
Cost Auditors to conduct the audit of the Company's Cost
Records for the financial year ended March 31, 2025 and
their remuneration has been ratified by the shareholders in
the 40^th AGM of the Company held on September 27, 2024.

The cost audit for the financial year 2024-25 has been
completed and the Cost Auditors' Report will be submitted
with the Central Government within the prescribed time.
The Cost Audit Report for the financial year 2023-24 was
filed on September 10, 2024.

Based on the recommendations of the Audit Committee,
the Board of Directors has in its meeting held on May 30,
2025, re-appointed M/s Jain Sharma & Associates, Cost
Accountants, as cost auditors of the Company to conduct
the audit of the Company's Cost Records for the financial
year 2025-26. M/s Jain Sharma & Associates have confirmed
their independence and arm's length relationship with the
Company and that they are free from the disqualifications
specified in Section 139, 141 of the Act and their
appointment meets the eligibility criteria as prescribed
in Section 141 (3)(g) and 148 of the Act. They have also
confirmed that no orders or proceedings were pending
against them relating to matters of professional conduct
before the Institute of Cost Accountants of India or any
competent court / authority.

In compliance with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, an item for ratification of
remuneration of cost auditor for conducting the audit for
the financial year 2025-26 has been included in the Notice
of the ensuing AGM for shareholders' approval.

With respect to the observation / emphasis of matter given
in the Cost Audit Report regarding maintenance of unit of
measurement other than those specified in HSN Code as per
the Customs Tariff Act, 1975, the Company is manufacturing
various types of vaccines, involving numerous types of raw
materials. For recording of production and sale in the ERP

system, unit of measurement like number of vials, pre¬
filled syringe and injections are being used. The volume of
vaccine is measured in milliliter whereas the bulk antigens
are measured in liter or million limit of flocculation (MLF)
or million opacity unit (MIOU) etc. However, the unit of
measurement as per Customs Tariff Act 1975 is in kilogram
(Kg). Hence, it is not feasible to maintain or calculate the
UOM as per Customs Tariff Act 1975 for the vaccines.

iii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Managerial Personnel Rules and
Regulation 24A of the SEBI LODR Regulations, the Board
of Directors had, in its meeting held on May 30, 2024,
appointed M/s R&D Company Secretaries, a peer reviewed
firm of Practicing Company Secretaries as Secretarial
Auditors to conduct the secretarial audit of the Company
for the financial year ended March 31, 2025. The Secretarial
Audit Report issued by them is annexed as Annexure D to
this Report.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remarks. However,
it contains two observations relating to (i) delayed
payment to Micro and Small Enterprises beyond the
period prescribed under Section 15 of the Micro, Small and
Medium Enterprises Development Act, 2006 (MSMED Act);
and (ii) delayed filing of e-verification report with respect to
e-form IEPF-5 filed by the shareholder on March 17, 2024,
which was submitted by the Company on April 25, 2024,
i.e. beyond the statutory limit of thirty days. In this regard,
(i) the Company has made the requisite provision for the
interest amount on such delayed payment to aforesaid
vendors in accordance with Section 16 of the MSMED Act
and disclosed such delays in MSME Form I; and (ii) the
delay in filing of e-verification report was on account of late
receipt of physical documents from the shareholder which
were received on April 23, 2024.

In compliance with the requirements of the SEBI LODR
Regulations, the material unlisted subsidiary of the
Company, viz. Panacea Biotec Pharma Limited had also
appointed M/s R&D Company Secretaries, a peer reviewed
firm of Practicing Company Secretaries as Secretarial
Auditors to conduct the secretarial audit for the financial
year ended March 31, 2025. The Secretarial Audit Report
issued by them to PBPL is annexed as Annexure E to this
Report. The said Secretarial Audit Report does not contain
any qualification, reservation or adverse remarks. However,
it contains one observation relating to delayed payment to
Micro and Small Enterprises beyond the period prescribed
under Section 15 of the MSMED Act. PBPL has made the
requisite provision for the interest amount on such delayed
payment to aforesaid vendors in accordance with Section
16 of the MSMED Act and disclosed such delays in MSME
Form I.

In addition to the above and in compliance with Regulation
24A(2) of the SEBI LODR Regulations, Annual Secretarial
Compliance Report issued by M/s R&D Company Secretaries,
Secretarial Auditors, for the financial year ended March 31,
2025, has been submitted with the stock exchanges within
prescribed time.

In terms of the amended provisions of Regulation 24A of
SEBI LODR Regulations and based on the recommendation

Accordingly, no shares were required to be transferred by the
Company to the IEPF Account.

The number of shares (in respect of which dividend was not
claimed by the concerned shareholders for 7 consecutive years
or more) transferred and held by IEPF Authority is given in
the Corporate Governance Report forming part of the Annual
Report. The details of the persons whose shares have been
transferred to the IEPF Authority are available on the Company's
website at the link i.e. https://www.panaceabiotec.com/en/
section/information-repository/other-important-information.

Directors' Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, cost,
secretarial auditors and external agencies, including audit of
internal controls over financial reporting by the Statutory
Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial
controls were adequate and effective during the financial year
2024-25.

Accordingly, pursuant to Section 134(3)(c) read with Section
134(5) of the Act, the Board of Directors, to the best of their
knowledge, belief and according to the information and
explanations provided to them, confirm that:

a) in the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures;

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

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

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

e) they have laid down proper internal financial controls to be
followed by the Company and that the same are adequate
and were operating effectively; and

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

Details in respect of frauds reported by auditors

During the year under review, no fraud has been reported
by the auditors to the Audit Committee or the Board under
Section 143(12) of the Act and therefore disclosure of details
under Section 134(3)(ca) is not applicable.

Particulars of loans, guarantees or investments

Pursuant to the provisions of Section 134(3)(g) of the Act, the
particulars of loans / guarantees and investments covered
under the provisions of Section 186 of the Act along with the
purpose for which such loans, guarantees or security were

proposed to be utilised by the recipient, have been disclosed in
the Note No. 3, 4 and 12 of the Standalone Financial Statements
forming part of the Annual Report and hence not repeated
here for the sake of brevity.

Risk Management

The Board of Directors has a Risk Management Committee to
oversee various organizational risks and to frame, implement
and monitor the risk management plan for the Company. Risk
Management Committee is compliant with Regulation 21 of
the SEBI LODR Regulations as regards composition, frequency
and quorum of the meetings. The Board has defined the roles,
responsibilities and functions of the Committee. The details of
the composition, the number of meetings held and attendance
thereat during the financial year under review and terms of
reference are furnished in the Corporate Governance Report,
forming part of the Annual Report.

The Company has formulated a Risk Management Policy and
monitors the risk management plan on a periodic basis. The
Audit Committee has additional oversight in the area of financial
risks and controls. The Company has defined a structured
approach to manage uncertainty and to make use of these in
decision making in business decisions and corporate functions.

Insurance

The Company has regularly invested in insuring itself against
unforeseen risks. The Company's stocks and insurable assets
like building, plant & machinery, computer equipment, office
equipment, furniture & fixtures, leasehold improvements and
upcoming projects have been adequately insured against
major risks. The Company has also taken appropriate product
liability insurance policies for conducting clinical trials and for
insuring its products (manufactured and sold) with an extension
of unnamed vendor liability and add on cover of public liability
inclusive of pollution liability to cover the risk on account of
claims, if any, filed against the Company. Pursuant to the
provisions of Regulation 25(10) of the SEBI LODR Regulations,
the Company has Directors' and Officers' Liability insurance to
cover the personal liability of directors and officers which may
arise while performing duties in their respective capacities on
behalf of the Company.

Internal Control System

Your Company has established an adequate system of internal
controls, policies and procedures to ensure orderly and efficient
conduct of business and also that assets are safeguarded
and transactions are appropriately authorized, recorded and
reported.

The detailed explanation is provided in the Management
Discussion and Analysis Report, forming part of the Annual Report.

Internal Financial Controls

The Company has designed and implemented a process driven
framework for Internal Financial Controls ("IFC") within the
meaning of the explanation to Section 134(5)(e) of the Act. For
the financial year ended on March 31,2025, the Board is of the
opinion that the Company has sound IFC commensurate with
the size, scale and complexity of its business operations.

The IFC operates effectively, and no material weakness exists.
The effectiveness of IFC is ensured through management
reviews, controlled self-assessment and independent testing
by the internal audit team.

Vigil Mechanism / Whistle Blower Policy

Your Company adheres to uncompromising integrity in
conduct of its business and strictly abides by a well-accepted
norm of ethical, lawful and moral conduct. It has zero tolerance
for any form of unethical conduct or behaviour. With the above
said view and pursuant to the provisions of Section 177(9) of
the Act read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014, Regulation 22 of the SEBI LODR
Regulations and Regulation 9A of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, your Company has adopted a Vigil Mechanism / Whistle
Blower Policy to provide its directors and employees an avenue
to raise any sensitive and genuine concerns regarding any
unethical behaviour or wrongful conduct and to enable them
to report instances of leak of unpublished price sensitive
information and to provide adequate safeguards for protection
from any victimization.

This Policy is available on the website of the Company and can
be accessed at: https://www.panaceabiotec.com/en/section/
information-repository/policy. This Policy, inter-alia, provides
direct access to the Chairman of the Audit Committee. Further,
as mandated by Regulation 18(3) read with Para A(18) of Part C of
Schedule II of the SEBI LODR Regulations, the Audit Committee
reviews the functioning of Vigil Mechanism / Whistle Blower
Policy.

Your Company hereby affirms that no director / employee has
been denied access to the Chairman of the Audit Committee
and that no complaint has been received by the Company
during the year under review.

Corporate Social Responsibility

The provisions of Section 135 of the Act and the Rules made
thereunder regarding Corporate Social Responsibility are
not attracted to the Company as the Company does not fall
under the threshold limit of net worth of ?5,000 million or
more, or turnover of ?10,000 million or more, or a net profit (as
defined under Section 198 of the Act) of ?50 million or more
during the immediately preceding financial year. However, the
Company has been, over the years, pursuing Corporate Social
Responsibility by putting continuous efforts in the areas of
health, education and patient awareness / assistance programs
towards the development of a happier and healthier society.

Prevention of Sexual Harassment at Workplace

The Company is committed to provide a safe and conducive
work environment to all its employees and associates. It is the
continuous endeavour of the Management of the Company to
create and provide an environment to all its employees that
is free from discrimination and harassment including sexual
harassment. The Company has in place a Policy on Prevention
of Sexual Harassment in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). All the
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

During the financial year ended on March 31, 2025, the
Company conducted virtual training sessions for employees
to build awareness about the Policy and the provisions of the
POSH Act. Your Company has complied with the provisions
relating to constitution of Internal Complaints Committee
under the POSH Act for dealing with the complaint, if any,
relating to sexual harassment of women at workplace.

The details of sexual harassment complaints received and
disposed-off during period under review are as follows:

Maternity Benefits

The Company is committed to upholding the rights and
welfare of its women employees and has complied with the
provisions of the Maternity Benefit Act, 1961, and the rules
made thereunder, as amended from time to time. All eligible
women employees are provided maternity leave and other
benefits in accordance with the applicable provisions of the
Maternity Benefit Act, 1961. The Company has also ensured a
safe and supportive working environment, including provisions
for creche facilities where applicable, in line with statutory
requirements.

The Company continues to remain in full compliance with the
provisions of the Maternity Benefit Act, 1961, and confirms that
there have been no instances of non-compliance or adverse
findings in this regard during the financial year under review.
During the year under review, 8 (eight) female employees have
taken such benefits.

Proceeding under Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and
Bankruptcy Code, hence the requirement to disclose the
details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year
alongwith their status as at the end of the financial year is not
applicable.

Cyber Security Incident

The Company has installed firewalls and other software to
protect against the cyber-crime. The back-ups are also being
kept on Cloud to prevent any kind of data loss. The Company
has also engaged an independent expert to verify the measures
already taken by the Company for safeguarding against any
cyber-attacks. No incident relating to cyber security, breaches
or loss of data or documents has been reported during the year
under review.

Acknowledgements

Your directors acknowledge with gratitude the co-operation
and assistance received from the WHO and other UN
Agencies, Central Government, State Governments and all
other Government agencies and the encouragement they
have extended to the Company. Your directors also thank
the shareholders, banks, customers, vendors and other
business associates for their confidence in the Company & its
management and look forward to their continuous support in
future. The Board wishes to place on record its appreciation for
the dedication and commitment of the employees at all levels
which has continued to be our major strength.

For and on behalf of the Board of
Panacea Biotec Limited

Sd/-

Place : New Delhi Dr. Rajesh Jain

Date : August 14, 2025 Chairman and Managing Director