Abbott India Ltd Directors Report

AND MANAGEMENT DISCUSSION AND ANALYSIS

TO THE MEMBERS

Your Directors have pleasure in presenting their Eightieth Report and the Audited Financial Statements of the Company for the financial year 2023-24.

FINANCIAL HIGHLIGHTS

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from	5,848.91	5,348.73
Operations
Other Income	248.27	154.15
Total Income	6,097.18	5,502.88
Profit Before Tax	1,617.75	1,273.82
Profit After Tax1,	201.22	949.41
Retained Earnings and Other
Comprehensive Income (OCI)
Balance brought forward	2,425.30	2,151.57
Profit After	1,201.22	949.41
OCI arising from remeasurement of employee benefits	0.02	3.62
Dividend - FY 2022-23	(690.60)	-
Dividend - FY 2021-22	-	(584.36)
Transfer to Reserves	(120.12)	(94.94)
Balance carried forward	2,815.82	2,425.30

DIVIDEND

Your Directors have recommended a final dividend of Rs. 410/- per share for the year ended March 31, 2024 on 2,12,49,302 fully paid-up Equity Shares of Rs. 10/- each for approval of the Shareholders at the forthcoming Annual General Meeting. The said dividend, if declared, will absorb a sum of Rs. 871.22 Crores.

In terms of the provisions of the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31, 2024 after deduction of tax at source.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy adopted by the Company in terms of requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time ("SEBI Listing Regulations") is available on the Companys website at https://www.abbott.co.in/investor-relations.html. The said Policy lays down various factors which are considered by the Board while recommending the dividend for the year.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Economic Outlook

India is one of the worlds fastest growing large economies and it has been so over the past decade. In FY 2023-24, Indias GDP grew by 8.2% (Data from Ministry of Statistics and Programme Implementation (MoSPI). There is consensus among policymakers, government bodies and global institutions, that in FY 2024-25, India will grow ~7.2%, thus preserving the momentum. The key reasons for this are a strong domestic market, enhanced infrastructure spending by the government, improvement in agri-output and prices, as well as a revival of private capex.

Industry Review

The Indian pharmaceutical industry is a study in evolution. Over the past nine years, it has grown at 9.4% CAGR to emerge as one of the most important players in the world. Today, it ranks third in the world in terms of production volume. The Indian pharmaceutical industry is well regarded for its strong manufacturing, efficient research capabilities, and an end-to-end ecosystem that is serving the world. Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research and manufacturing, biosimilars and biologics are some of the major segments of the Indian pharma industry. Indias importance in the pharma universe can be understood from the fact that it has the second highest number of United States Food and Drug Administration (USFDA) compliant companies (with plants), outside of the USA. About 8 out of 20 global generic companies are from India, and over 55% of the countrys exports are to regulated markets. India is also the largest vaccine exporter and ~65% of the World Health Organizations (WHO) vaccine requirements are sourced from India.

As per IQVIA, the Indian Pharmaceutical Market (IPM) is estimated at Rs. 2,16,092 Crores in FY 2023-24, with a growth rate of 7.6%. Branded generics dominated the domestic prescription pharmaceutical market, accounting for around 80% of sales by value.

OPPORTUNITIES AND CHALLENGES

Factors that impact the Indian pharmaceutical industry and the Company include :

• Union Budgets emphasis on Innovation : As per the

Union Budget 2023-24, a new initiative to encourage pharmaceutical research and innovation will be implemented through Centers of Excellence in the sector. The Government aims to incentivize businesses to invest in research and development (R&D) in selected priority fields. At the grassroots level, the Government has announced plans to establish 157 nursing colleges in collaboration with Government medical colleges.

• Co-marketing Agreements : Promotional tie-ups between foreign companies and local partners have become an established feature of the market. However, over the last few years, there has been an increasing trend towards co-marketing deals for new drugs. For multinationals, these agreements enable broader detailing of key brands, while for local manufacturers, which historically have seen limited access to new drugs, these agreements present opportunities to diversify their existing portfolios. Partnerships between Indian companies and MNCs are expected to continue growing, driven by mutual benefit and the potential to significantly impact patient care.

• E-pharmacy and Pharmacy Chains : The retail pharmacy sector is estimated to consist of at least

6,00,000 licensed outlets, primarily comprising small, independent businesses. However, pharmacy chains and e-pharmacies are emerging as significant players. With evolving customer preferences and increased use of digital channels, e-commerce penetration is projected to reach 11% by FY 2024-25. This trend is expected to enhance access to organized pharmacies nationwide, stimulating greater demand and encouraging healthy competition.

• New OTC Product Distribution Policy : The Union Government has proposed the introduction of over-the-counter (OTC) drugs in India through an amendment in the Drugs and Cosmetics Rules, allowing their sale in the retail market without a doctors prescription. A draft notification issued by the Union Health Ministry suggests including 16 drugs, such as common antipyretic medicines, some laxatives, nasal decongestants and topical antifungal creams.

*Source : IQVIA

• Ayushman Bharat Digital Mission (ABDM) :

The ABDMs vision is to create a connected healthcare ecosystem, bridging gaps between various healthcare stakeholders through digital pathways. One of its key building blocks is ABHA (Ayushman Bharat Health Account). This will enable the creation of longitudinal health records for individuals across various healthcare providers, thus enhancing clinical decision making. The ABHA-based Personal Health Record empowers patients by providing visibility into data access, inculcating a sense of control. The introduction of ABHA-based scan service has revolutionized the patient experience, eliminating the need to wait in queues for appointments. Going forward, the execution of all its building blocks will play a key role in advancing

Indias digital health system towards achieving universal health coverage (UHC).

• Ayushman Bharat - Pradhan Mantri Jan Arogya Yojana (AB-PMJAY) : AB-PMJAY is the Governments flagship program aimed at achieving universal health coverage and it is the worlds largest health insurance scheme that aims to provide secondary and tertiary care services to the vulnerable population in the society. The policy offers medical coverage of Rs. 5 lakh per family per year for secondary and tertiary care hospitalization to over 10.74 crore poor and vulnerable families (i.e., ~50 crore beneficiaries), constituting the bottom 40% of Indias population. While the scheme primarily covers hospital inpatient care, it aims to increase healthcare access, improve diagnosis rates, and raise disease awareness. As of April 2024, over 30 crore beneficiary cards have been issued under this scheme. About 6.5 crore beneficiaries have received treatment at 30,000+ empaneled hospitals. Recently, during the Interim Budget 2024-25, the scheme was extended to include all ASHA and Anganwadi workers.

• Uniform Code for Pharmaceutical Marketing Practices (UCPMP) : With the enforcement of UCPMP 2024, all pharma and medical device companies are required to adhere to ethical marketing practices. This presents a good opportunity for healthcare companies to revisit their existing contracts and policies regarding marketing and engagement with third parties for promotional activities. Given our strong compliance processes in place, we are well-positioned to meet the requirements of UCPMP.

REVIEW OF OPERATIONS

The Company has consistently grown above market* in the last several years with a clear focus on providing scientific, trusted products, backed by expert clinical support. The Companys position has been enhanced through consistent scientific engagement with doctors, increasing geographic penetration, strong customer insights, innovative products and a comprehensive pill plus service approach.

Financial Performance

Revenue from Operations : Revenue from Operations for the year ended March 31, 2024 is Rs. 5,848.91 Crores in comparison to Rs. 5,348.73 Crores last year, recording a growth of 9.4%.

Profit Before Tax : Profit Before Tax for the year ended March 31, 2024 is Rs. 1,617.75 Crores, which grew by 27% over the previous year.

Key Financial Ratios :

	FY	FY
Particulars	2023-24	2022-23	Change
Debtors Turnover (Days)	19.9	20.6	(3.4%)
Inventory Turnover (Days)	71.9	82.0	(12.3%)
Interest Coverage Ratio*	130.9	80.7	62.2%
Current Ratio	2.4	2.5	(4.0%)
Debt Equity Ratio	0.1	0.1	-
Operating Profit Margin (%)	27.9	24.1	15.8%
Net Profit Margin (%)	20.5	17.8	15.2%
Return on Net Worth (%)	34.9	31.6	10.4%

*Interest Coverage Ratio has increased because of accounting impact of Ind AS 116-Leases.

There is no significant change except Interest Coverage Ratio (i.e., change of 25% or more as compared to the immediately previous financial year) in the Key Financial Ratios.

Detailed explanation of Ratios :

(i) Debtors Turnover (Days)

The above ratio is used to quantify a Companys effectiveness in collecting its receivables or money owed by customers. The ratio shows how well a Company uses and manages the credit it extends to customers.

It is calculated by dividing revenue from operations by average trade receivables.

(ii) Inventory Turnover (Days)

Inventory Turnover is the number of times a Company sells and replaces its inventory during a period. It is calculated by dividing cost of goods sold by average inventory.

(iii) Interest Coverage Ratio

The Interest Coverage Ratio measures how many times a

Company can cover its current interest payment with its available earnings. It is calculated by dividing earnings before interest and taxes by finance cost.

(iv) Current Ratio

The Current Ratio is a liquidity ratio that measures a Companys ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.

(v) Debt Equity Ratio

The Debt Equity Ratio is used to evaluate a Companys financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing a Companys total lease liabilities by its Shareholders equity.

(vi) Operating Profit Margin (%)

Operating Profit Margin is a profitability or performance ratio used to calculate the percentage of profit a Company produces from its operations. It is calculated by dividing the earnings before interest and taxes by revenue from operations.

(vii)Net Profit Margin (%)

The Net Profit Margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing the profit for the year by revenue from operations.

(viii) Return on Net Worth (%)

Return on Net Worth is a measure of profitability of a Company, expressed in percentage. It is calculated by dividing profit after tax for the year by average capital employed during the year.

Business Performance

The Company operates in a single reportable business segment i.e., "Pharmaceuticals". The Company provides products and solutions across various therapeutic areas including Gastroenterology, Womens Health, Metabolics, Central Nervous System, Vaccines and Multi-Specialty.

The performance for the year under review in these therapeutic areas is highlighted below in brief :

• Gastroenterology (GI) : GI brands continued to be the key growth driver for the Company, as the portfolio exhibited a robust growth of 10% enabling us to further consolidate market share. The strong acceleration in 2023-24 was driven by leading brands such as Udiliv (chronic cholestatic liver disease), Duphalac (constipation), Cremaffin Plus (constipation) and Creon (pancreatic insufficiency). These brands maintained their leadership position and market share through expanded geographic presence, differentiated medico-marketing programs, and targeted micro-market interventions.

Other brands such as Ganaton (gastrointestinal dysmotility) and Librax (irritable bowel disease) continued to outperform the market*. Our commitment to prioritizing new launches and enhancing the existing top brands yielded substantial results, accelerating portfolio growth.

During the year, Rowasa OD (ulcerative colitis) was launched successfully. Digeraft (anti-reflux antacid) continued to be one of our best-performing new products. Several "beyond-the-pill" offerings have also been significantly scaled up with the introduction of newer services such as EGG (Electrogastrogram) for enhancing dysmotility diagnosis in India. The Company remains committed to extending better diagnosis support to patients in core therapy areas.

The Company will continue to identify need gaps in core therapy areas to maintain leadership, launch new products to augment portfolio offerings, and provide comprehensive and differentiated services to consumers. This approach aims to accelerate growth for mid-sized brands and enable disruptive growth through new product launches. The focus will remain on integrating and building a strong, sustainable, and profitable hybrid promotional model for consumer-facing legacy brands like Cremaffin and Digene. This will be achieved by strengthening targeted consumerization and ethical promotion efforts in the laxatives and antacids category.

• Womens Health : This year, the Womens Health portfolio grew by 1.8% mainly due to increased competition from generics in the dydrogesterone market. However, we continued to strengthen our relationships with healthcare professionals through omnichannel campaigns and initiatives aimed at driving advocacy, while enhancing Duphastons positioning in managing miscarriages and infertility.

Another focus area is shaping the treatment landscape for menopause in India. We will continue to build Femoston as a brand over the next few years.

During the year, the Company launched Solfe FCM injection (iron deficiency anemia) and Dienonorm (endometriosis) to expand the Womens Health portfolio.

Metabolics : The Metabolics portfolio achieved strong growth of 12%, primarily driven by the success of Abbotts flagship brand Thyronorm. The brand grew faster than the represented market* and has maintained its market share*. The brands growth is driven by digital interventions to enhance scientific engagement and therapy-shaping initiatives. Multi-channel awareness campaigns continue to be an important lever aiming to provide credible information about thyroid disorders and resulting symptoms. During the year, Thyrowel Plus (supporting thyroid function) was launched.

Central Nervous System (CNS) : The CNS business grew by 9.2% this year. The largest therapy within the CNS business is vertigo, with Vertin achieving market-beating growth*. Consistent therapy-shaping initiatives for Vertin and successful product lifecycle management have contributed to the growth of this business. During the year, Zolfresh ER (insomnia) and Zolfresh ODT

(insomnia) were launched.

Vaccines : The key brands in the vaccines portfolio include Influvac (influenza), Enteroshield (typhoid), Havshield (hepatitis A), Rotasure (rotavirus diarrhea), and JE Shield SD (Japanese encephalitis). The vaccine business grew by 2.6% during the year. We implemented robust medico-marketing and awareness plans to improve the pediatric vaccination numbers, particularly for influenza. We also launched several educational initiatives as well as activities for mothers as part of our influenza flagship program.

We have launched awareness campaigns across print, social media, radio, and parental platforms. We have also introduced "Influvac microsite" for healthcare professionals to improve access to vaccine and compliance. Our plan is to grow our market for both children and adults by introducing new services and products.

• Multi-Specialty : Under Multi-Specialty, the Company offers products targeting insomnia, vitamin D deficiency, pre-term labor, and pain management. This segment achieved a growth of 11.8% in 2023-24. Zolfresh (insomnia), Arachitol portfolio (vitamin D supplement), Brufen (analgesics), and Duvadilan (preterm labor) are the key contributors to this business. Differentiated public awareness programs increased health knowledge through expert engagement. Scientific initiatives in collaboration with Indias leading scientific bodies were also launched during the year.

Moving forward, our focus, we aim to grow our base brands and transform them into big brands for the company. We aim to strengthen our pipeline of new products to offer a more comprehensive portfolio across covered specialties. During the year, new product launches included Brufen power gel (musculoskeletal pain) and Arachitol Gummies 300 IU (calcium and vitamin D supplement).

MEDICAL RESEARCH AND KNOWLEDGE SHARING INITIATIVES

Evidence-based medicine is gaining importance in empowering Healthcare Professionals (HCPs) to ensure better patient care. Research studies undertaken by the Company, ranging from real-world evidence-based studies (observational or epidemiological) to registration studies, have been instrumental in defining and driving organizational strategies and creating high-quality scientific evidence, thus aiding the optimization of healthcare.

During the year, the Company was managing 14 clinical studies with 14 publications in scientific journals. All the cial for the industry in the studies were conducted in compliance with Good Clinical

Practice (GCP) and regulatory requirements.

OUTLOOK

The pharmaceutical industry is projected to maintain its growth rate in the foreseeable future. We have witnessed a global behavioral shift towards preventative care and remaining healthy, which is also anticipated to drive market growth in India. This trend presents opportunities for Abbott to offer relevant products and solutions to our customers. In 2024-25, the Company will continue efforts to serve patients well and grow its volumes and market share. Some of the key drivers that will help us deliver on our ambition are :

• Therapy shaping to accelerate pillar brands :

Focused efforts are being made to accelerate the growth of existing brands and future launches. This is being done through well-defined strategies, developed based on in-depth analysis of market trends, leveraging our capabilities and strengths. Shaping key therapies is critical to drive leadership and ensure consistent market-beating growth.

• Beyond-the-pill patient support : Engaging patients for education, counseling or compliance support is crucial today due as they are more aware. The Company leads in patient support programs and continues to expand with new initiatives. For instance, we have focused on enhancing womens quality of life through programs addressing menopause. These programs have effectively encouraged patients to adopt and adhere to therapies. We plan to collaborate with other industry players and startups to further expand these efforts.

• Multi-channel doctor engagement : A key focus of the Company is engaging with doctors through multiple physical and digital touchpoints to expand our reach within the medical community. We constantly enhance our knowledge platforms to deliver more relevant and updated information to doctors.

• Increase portfolio depth : We remain committed to launching new products to maintain our presence in strategic therapeutic areas and capitalize on the loss of exclusivity of critical brands. We have developed a robust plan for our new product pipeline across various therapies.

RISKS AND CONCERNS

The Indian pharmaceutical industry operates within a highly regulated environment. While stricter rules for clinical trials and new drug development may impact growth, longtheyterm.are The industry faces certain challenges, such as growing competition from generic medicines, dependence on imports for Active Pharmaceutical Ingredients (APIs), and supply chain disruptions. However, we continue to develop new products to meet evolving patient needs.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control mechanism commensurate with its size and nature of business. These systems provide a reasonable assurance on achievement of its operational, compliance and reporting objectives, including safeguarding the Companys assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies and are manual, semi-automated and automated in nature.

This mechanism is sound in design and the framework is continuously evaluated for effectiveness and adequacy. The mechanism operates through well-documented standard operating procedures, policies and process guidelines and segregation of duties. Periodic analysis and reviews are conducted by the senior management to assess its efficiency. Also, the same is discussed with auditors on a regular basis. Change in control structure is carried out to meet business needs along with control effectiveness.

The Internal audit is performed through an independent Chartered Accountants firm and the audit plan is finalized based on current perception of internal control risk and compliance requirement in consultation with the operating divisions. The Internal Auditors, as a part of their audits, review the design of key processes to assess the adequacy of controls and propose remedial measures, wherever required. The Internal Audit Reports issued by the Internal Auditors are discussed with the Senior Management and presented to the Audit Committee on a quarterly basis. An independent and empowered Audit Committee reviews the significant observations and assesses the adequacy of the actions proposed while monitoring their implementation.

The Internal Auditors conduct a quarterly follow up for implementation/ remediation of all audit recommendations and the status report is presented to the Audit Committee on a regular basis.

The Company has implemented both preventive and detection controls. Appropriate corrective actions taken to reduce the risks include the following :

The Abbott Code of Business Conduct requires annual certification by all employees;

The Compliance Committee is formed with representatives from all the operating groups;

• Senior Management has oversight of the compliance programs;

The Business Compliance Cell is assigned the responsibility of training, monitoring and ensuring employees compliance with the Companys policies and procedures;

The Company has a Whistle-Blower mechanism in place;

Internal Investigation reports are presented before the Audit Committee on a quarterly basis;

Business divisions have periodic meetings with the Director-Office of Ethics and Compliance, to monitor and discuss compliance with various business processes.

For the year ended March 31, 2024, the Management has assessed the adequacy and effectiveness of internal controls over financial reporting and basis the assessment, believes that the processes are working efficiently and effectively. The Statutory Auditors have confirmed adequacy of the internal controls over financial reporting and its operating effectiveness.

DIRECTORS

During the year, Mr Rajiv Sonalker (DIN : 07900178) retired as the Whole-time Director of the Company effective June 30, 2023 and Mr Vivek V Kamath (DIN : 06606777) resigned as the Director and Managing Director of the

Company effective March 18, 2024. The Board places on record its appreciation for their contribution during their tenure.

The appointment of Mr Mahadeo Karnik (DIN:02606595) as Director with effect from July 1, 2023, was approved by the Shareholders at the Annual General Meting held on

August 9, 2023.

The Board of Directors basis the recommendation of the

Nomination and Remuneration Committee, approved the appointment of Ms Swati Dalal (DIN : 01513751), as a Director and Managing Director of the Company for a period of 3 (three) years effective April 1, 2024, not liable to retire by rotation. The said appointment was approved by the Shareholders through Postal Ballot on April 25, 2024.

In accordance with Section 152 of the Companies Act, 2013, Mr Ambati Venu (DIN : 07614849) and Mr Munir Shaikh (DIN : 00096273) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 ("the Act") and the SEBI Listing Regulations. All the Independent Directors have registered themselves with the Independent Directors

Databank managed by the Indian Institute of Corporate Affairs.

Number of Board Meetings

Five Board Meetings were held during the year 2023-24 on May 19, 2023; August 9, 2023; November 9, 2023; February 1, 2024 and March 13, 2024. The intervening gap between the Meetings was within the period prescribed under the Act, read with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and the Listing Regulations.

Policy on Nomination and Appointment of Directors/ Criteria for appointment of Senior Management and Remuneration Policy

The Company has adopted the Policy on Nomination and Appointment of Directors/ Criteria for appointment of Senior

Management and Remuneration Policy as per the provisions of Section 178(3) of the Act and the Rules framed thereunder. The said Policies are available on the Companys website at https://www.abbott.co.in/investor-relations.html.

Nomination Policy acts as a guideline for determining qualifications, positive attributes, independence of Directors and matters related to the appointment and removal of

Directors and Senior Management.

The Policy lays down :

i. criteria, terms and conditions with regard to identifying suitable candidates who are qualified to become Directors and Senior Management;

ii. appointment mechanism for Managing Director/ Executive and Non-Executive Directors/ Independent Directors/ Key Managerial Personnel and Senior Management;

iii. tenure of Managing Director/ Executive Directors/ Independent Directors;

iv. their removal process and succession planning.

Remuneration Policy lays down the Companys philosophy and criteria as well as manner of determining the remuneration of Managing Director, Executive/ Non-Executive Directors, Independent Directors, Senior Management, Key Managerial Personnel and other employees.

Performance Evaluation of the Board, Board Committees and Directors

The Company has adopted the Board Evaluation Framework and Policy based on the recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for performance evaluation of the Board, Board Committees and Directors, including Independent Directors. The same is available at https://www.abbott.co.in/investor-relations.html.

Every year, Directors evaluate the effectiveness of the

Board and its Committees in performing its governance and oversight responsibilities. Directors assess the performance of their peers, as well as the full Board of Directors and each of the Committees on which they serve through online questionnaire.

Online Evaluations solicit feedback on various parameters described below : For Board : Structure and composition of the Board, frequency and number of meetings, devotion of time for important business matters financials, monitoring internal controls/ code of conduct/ insider trading policy/ risk management framework and emerging risks/ governance and compliance issues, adequate access to information for effective decision-making, strategic guidance to management through regular interactions and cohesiveness in the overall working that facilitates open discussion.

For Committees : Structure and composition of the

Committees, adequacy of charter and working procedure, frequency of meetings, if the Committee is functioning as per the charter and if the Committee recommendations contribute effectively to the Board decision-making.

For Directors : Skill set, knowledge, attendance, effective participation at Board/ Committee meetings, their contribution at the meetings, leveraging on his/ her experience to provide the necessary insights/ guidance on Board discussions and display of candor in expressing views even when they are in divergence with the rest of the Board, etc.

Review and discussions :

Results are presented in the form of anonymized reports;

The Nomination and Remuneration Committee reviews peer and Board Reports;

Reports are then shared with the Board for review and discussions.

Feedback incorporation :

Basis the feedback, enhancement opportunities are identified and implemented as appropriate;

The Chairman of the Board discusses peer evaluation results with individual directors as needed.

During the year 2023-24, evaluation of the Board,

Committees and Directors was conducted as per the process described above. Also, the Independent Directors conducted separate assessment of the Board, Non-Independent Directors and the Chairman basis the feedback from the other Board Members.

KEY MANAGERIAL PERSONNEL

Mr Rajiv Sonalker retired as the Chief Financial Officer of the Company and Ms Krupa Anandpara resigned as the Company Secretary and Compliance Officer of the Company effective June 30, 2023. Mr Vivek V Kamath resigned as the Managing Director of the Company effective March 18, 2024. The Board upon recommendations of the Audit and

Nomination and Remuneration Committees, approved the appointment of Mr Sridhar Kadangode as Chief Financial Officer of the Company effective July 1, 2023.

The Board upon recommendation of the Nomination and

Remuneration Committee, approved the appointments of Ms Sangeeta Shetty as the Company Secretary and

Compliance Officer of the Company effective September 14, 2023 and Ms Swati Dalal as the Managing Director of the Company effective from April 1, 2024.

AUDIT COMMITTEE

The Audit Committee comprises of Ms Anisha Motwani (Chairperson), Mr Munir Shaikh, Mr Sudarshan Jain and Ms Shalini Kamath. Role of the Committee is provided in the Corporate Governance Report, forming part of this Report. The recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place Vigil Mechanism/ Whistle-Blower Policy called "Abbott India Limited-Procedure for Internal Investigations". It lays down a mechanism for reporting and investigation of all unethical behavior, alleged or potential violations of laws, regulations or Abbott Code of Business Conduct, policies, procedures or other standards.

A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. The said Policy is available on the website of the Company at https://www.abbott.co.in/investor-relations. html. Employees have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The said Policy provides for adequate safeguards against retaliation and access to the Chairperson of the Audit

Committee.

Any concerns/ grievances can be communicated through various sources as provided under the said Policy or online at https://speakup.abbott.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that :

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

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, 2024 and of the Profits of the Company for that year;

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) they have prepared the Annual Accounts of the Company on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

Policy on dealing with Related Party Transactions and Materiality

The Company has in place the Policy on dealing with Related Party Transactions and Materiality in terms of requirements of the Act and the SEBI Listing Regulations. The said Policy is available on the Companys website at https://www.abbott. co.in/investor-relations.html.

As per the said Policy, all Related Party Transactions are pre-approved by the Independent Directors, Audit Committee and Board, as and when required as per the requirements under the Act and SEBI Listing Regulations. The details of actual transactions are reviewed by the Audit Committee on a quarterly/ annual basis. Material transactions, if any, with the Related Parties are pre-approved by the Shareholders.

Details of Related Party Transactions

The Company enters into business transactions with various Abbott affiliate Companies ("Related Parties") in the normal course of business and at arms length basis.

All the transactions with the Related Parties entered into during the financial year 2023-24 were pre-approved by the Independent Directors and Audit Committee. Actual Transactions are placed before the Audit Committee on a quarterly basis. Material Related Party Transactions, if any, are approved by the Shareholders. The details of the same are provided in Note 38 to the Financial Statements. Pursuant to Regulation 23(9) of the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with the BSE Limited.

INVESTOR EDUCATION AND PROTECTION FUND _IEPF_

Pursuant to Section 124 and other applicable provisions of the Act, read with the Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all dividends which remain unpaid or unclaimed for a period of seven years, are required to be transferred by the Company to the IEPF, established by the Government of India. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In accordance with the said requirements, during the year, the unpaid dividend and shares were transferred to IEPF.

The details of the same are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Policy

The CSR Policy is available on the Companys website at https://www.abbott.co.in/investor-relations.html.

CSR Programs/ Activities undertaken during the financial year 2023-24

The Company spent an amount of Rs. 24.08 Crores on various CSR programs during the financial year 2023-24. The Annual Report of the CSR activities undertaken by the Company is annexed as "Annexure I" and forms part of this Report.

RISK MANAGEMENT

The Company has formulated a "Risk Management Policy" which includes :

Risk identification framework (including Environment, Sustainability and Governance related risks (ESG));

Risk mitigation measures;

Business Continuity Plan (BCP).

The framework above covers financial, operational, HR, reputational, sectoral, cybersecurity, ESG and any other risk determined by the Risk Management Committee (RMC).

1. Objective

Risk Management Policy is directed to enable

Management to effectively deal with uncertainty and associated risk and opportunity, enhancing the capacity to build value. Broadly, the Policy Framework encompasses :

• Aligning risk appetite and strategy considering the risk appetite in evaluating strategic alternatives, setting related objectives and developing mechanisms to manage related risks;

• Enhancing risk response decisions and select among alternative risk responses-risk avoidance, reduction, sharing and acceptance;

• Reducing operational surprises and losses by identifying potential events and resultant responses, thus reducing surprises and associated costs or losses;

Identifying and managing multiple and cross-enterprise risks;

Seizing opportunities by considering a full range of potential events and thus identify and proactively realize opportunities;

Improving deployment of capital through robust risk information to effectively assess overall capital needs and enhance capital allocation.

These capabilities inherent in this Framework help in achieving the performance and profitability targets and prevent loss of resources.

This Risk Management Framework is directed to help ensure effective reporting and compliance with laws and regulations, avoid damage to the Companys reputation and associated consequences.

Risk Management Framework enables the Company to avoid pitfalls and surprises along the way.

2. Roles and Responsibilities

• Board of Directors

The Board provides oversight about Risk Management and is responsible for approving the Risk Management Framework. The Board has constituted Risk Management Committee with defined roles and responsibilities.

• Audit Committee

Audit Committee conducts evaluation of Risk Management systems and such other functions as may be assigned by the Board from time to time.

• Risk Management Committee

Key roles and responsibilities are outlined below : i. Monitoring and implementing Risk Management Plans; ii. Ensures that the adequacy of the Companys Risk Management Framework is being assessed and that action is taken if it is inadequate; iii. Reports Risk Management activities and information, including top risks and mitigation, to the Audit Committee and Board; iv. Understands the significant or high risks affecting Company and ensures that processes to mitigate them are effective; v. Reviewing and amending Risk Management Framework from time to time; vi. Such other functions as may be delegated by the Board from time to time.

• Risk Management Core Team

The Risk Management Core Team oversees the process by which business division/ function and management identifies and assesses risks and determines appropriate responses. It addresses organizational risks and sets performance, measure goals and key risk indicators for those risks. It takes care of the following : i. Design, develop and periodically update the Risk Management framework and procedure; ii. Ensure appropriateness of risk culture and understanding across the Company at all levels; iii. Plan and organise risk management programs; iv. Ensure adherence to Risk Management policies and procedures within Abbott; v. Facilitate validators in preparation and execution of control validation plan; vi. Conduct adequate awareness; vii. The Core Team along with the concerned Division/ Function heads identifies risks faced/ perceived by the Company and mitigation plans. The core team further evaluates whether the mitigation measures have helped bring down the scale and magnitude of risk, from time to time.

STATUTORY AUDITORS

S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration No.: 324982E/ E300003), were re-appointed as the Statutory Auditors at the Seventy-fifth Annual General Meeting of the Company held on August 22, 2019, for a period of five years and accordingly will complete their second term on conclusion of the ensuing Eightieth Annual General

Meeting of the Company.

The Board has recommended the appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013), as Auditors of the Company, for a period of five years from the conclusion of the ensuing Eightieth Annual General Meeting till the conclusion of the Eighty-fifth Annual General Meeting of the Company. M/s Walker Chandiok & Co LLP have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

AUDITORS REPORT

The Auditors Report for the financial year 2023-24 does not contain any adverse remarks, qualifications or reservations or disclaimers, which require explanations/ comments by the Board.

COST AUDITORS

M/s Kishore Bhatia & Associates, Cost Accountants (Registration No. 00294), are the Cost Auditors of the Company for the financial year 2023-24.

M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240) have been appointed as Cost Auditors of the Company for the financial year 2024-25 at a remuneration of Rs. 0.09 Crores plus taxes as applicable and reimbursement of out-of-pocket expenses.

The said remuneration to the Cost Auditors shall be subject to ratification by the Members at the ensuing Annual General Meeting.

COST AUDIT REPORT

As per the provisions of Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government.

Cost Audit Report along with the Compliance Report for the financial year 2022-23, issued by M/s Kishore Bhatia & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs on August 16, 2023 (due date of filing was September 7, 2023).

INTERNAL AUDITORS

KPMG Assurance and Consulting Services LLP, Limited Liability Partnership (LLP Registration No. AAT-0367) are the Internal Auditors of the Company for the financial year 2023-24.

M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountants (LLP Identification Number AAE-8458) are appointed as Internal Auditors of the Company for the financial year 2024-25.

Internal Audit Report, their significant observations and follow up actions taken by the Management is reviewed by the Audit Committee on a quarterly basis.

SECRETARIAL AUDITOR

Ms Neena Bhatia, Practising Company Secretary (Membership No. FCS 9492 and Certificate of Practice No. 2661) is the Secretarial Auditor of the Company for the financial year 2023-24.

M/s BNP & Associates, Company Secretaries (Firm Registration No. P2014MH037400), have been appointed as Secretarial Auditors of the Company for the financial year 2024-25.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report issued by Ms Neena Bhatia, Practising Company Secretary for the financial year ended March 31, 2024, does not contain any adverse remark, qualifications, reservations or declaimer except the observation that the name of the Company is appearing in the breach list displayed on the website of the Depositories and BSE Limited for having foreign investment in excess of prescribed sectoral cap.

In this connection, the Company has received post-facto approval from the Department of Pharmaceuticals permitting foreign shareholding in excess of the sectoral cap, upto 80% of the paid-up share capital of the Company, subject to compounding with the Reserve Bank of India (RBI). The Company had filed a compounding application with the Reserve Bank of India in this regard. However, the RBI vide its letter dated March 19, 2024, has informed the Company that the compounding application requires further examination in consultation with the government. RBI further informed the Company that since compounding was a time-bound process, the application was being returned for the time being along with the compounding fee. RBI has advised the Company to await further communication/ advice from RBI in this regard, on further course of action, if any. The Secretarial Audit Report is annexed as "Annexure II" and forms part of this Report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees or reported to the Audit Committee under Section 143(12) of the Act.

HUMAN RESOURCES

At Abbott, we believe that a sustainable future starts with health. We want to incorporate sustainability in everything we do. People are the foundation for us to be able to achieve this goal. Thats why our 2030 sustainability plan includes targeted actions to create a workforce of tomorrow. Abbott is an innovative great place to work. We care about and value our employees. Our common purpose and mission provide our workforce with the opportunity to change peoples lives for the better, while living their own best lives personally and professionally.

Our HR philosophy is in line with our Companys purpose and mission. At Abbott our employees can leverage differentiated opportunities and benefits to build their career in the organization, while ensuring they can be themselves, take care of their familys wellbeing, and live a fuller life.

Our employees are the pillars of the Companys growth and success. The Company has 3,814 employees as on March 31, 2024. We want to build a diverse, innovative workforce of tomorrow. New ideas come from different places and points of view. To achieve our ambitions, were actively shaping our organization for the future by prioritizing diversity, equity and inclusion.

Talent is a key priority for us, and all of our initiatives are based on ensuring that we help our employees grow within the organization. At Abbott, fostering a culture of diversity, equity, and inclusion (DE&I) is a core commitment. We have implemented impactful programs and initiatives to create a workplace where everyone feels valued and empowered. Employee well-being is a key priority and the Company is committed to it with strong focus on employees physical, mental, social and financial wellbeing. The Company offers career development programs for employees from all levels of the organization to empower our teams with skills to meet the health needs of tomorrow.

Talent Strategy

A strong talent strategy has been developed to help attract and retain the right talent and emerge as the employer of choice in the Indian Healthcare Industry. The Company believes in motivating and engaging employees through shared goals, capability building initiatives, career growth opportunities and providing an environment of transparency, accountability and positive reinforcement.

The India Talent Strategy has been our key strategic pillar which helps us deliver on our business goals and our leadership team is fully invested in the same. Our work culture here is driven by passion and the constant drive to think ahead and grow as an individual. That is what makes Abbott a great place to work.

Training and Capability Building initiatives

Abbott has a well-defined development process aligned with our talent strategy. We offer development opportunities for employees to equip themselves with new skills. They have access to appropriate training to help them develop and prosper in their career, while meeting the organizational strategic plan.

1. Leadership Pipeline Building Programs

Talent Management Reviews : These programs focus on the identification and development of key personnel who are part of the succession pipeline at various levels. They focus on building internal talent across divisions and geographies for the next level roles.

Transition Programs : These training programs are very specific to the employees who are getting into their new roles. As an employee transitions from being an individual contributor to a manager, this program provides the necessary support in navigating the complexity of being a manager.

The program focuses on building people manager leadership competencies and comes with three levels :

Individual Contributor to People Manager;

Manager to Director;

Director to General Manager.

Key talent programs like In-Stride and Future Leaders

Development Program aim at developing future leaders and accelerate their readiness into critical roles. The 12-month development journey consists of cross-functional mentoring, classroom trainings, digital learning, leadership and business simulations, campus immersion at top class academic institutes and exposure to senior leaders to review development progress. These programs have successfully developed over 120 employees so far in the Company with many of them experiencing role rotations and promotions.

2. Executive Coaching and Mentoring

Executive coaching and mentoring are used as development interventions for senior leaders. They are based on the needs identified for senior leaders and a 6-12 months engagement with an external senior coach is established. The goals are set up and agreed to by the coachee, coach and the manager. Success is measured by the achievement of milestones and development goals achieved by the coachee.

3. Mentoring Programs

Leaders like the Vice Presidents, General Managers,

Commercial Directors and functional leaders actively engage in mentoring talent across the organization.

Mentoring develops employees to drive new, cross functional expertise and perspectives. Mentors are identified and a panel is created with expertise in a variety of areas of development to address the needs of our talent with respect to business and professional growth. The mentor-mentee pairs and groups are assigned based on need, expertise and personal attributes. Tools and guidelines to maximize learning are provided. Our Wo-Mentoring program provides an accelerated development experience through a mentoring opportunity for identified key women talent over a nine-month mentoring program.

4. Leading with Impact–Integrated Managerial Capability Program

The Company helps managers accelerate their development through skill building, experiences and learnings from current leaders. The "Leading With

Impact" program is being offered to all people managers in the Company since 2021 to help them effectively lead people and continues in the form of refresher programs. The 12-week module consisting of online learning and simulations, on the job experiences, discussion with peers on the learnings, coaching from certified global coaches and pre and post program leadership effectiveness surveys, outlined modules such as See,

Hear, Speak, Coach and Develop is considered to be highly effective. Leading with Impact efforts are sustained through various initiatives like Pop Up quiz on Intranet portal, quarterly mailers related to employee life cycle processes, leader panel sessions, etc.

5. Training and Development Resources

The Abbott Global Training site provides variety of materials and resources to meet the development and functional training needs of employees including role-based trainings, in-person trainings, E-Learning (online training) and articles, accessible on real-time basis. Calendarized and localized programs are additionally designed basis need identification.

The Learning and Development team caters to customized training requests from business in parallel to the open enrollments. E-Learning and virtual learning play an integral role in learning offerings and provides employees the flexibility they need. The Career

Connect Platform helps employees to engage in new experiences, discover innovative ways to connect with colleagues globally and take advantage of personalized resources to create a high-impact development plan. Employees also have opportunities to work on Learning Gigs - an innovative concept facilitating voluntary project-based learnings with teams across any country within Abbott.

6. Excellence Academy

Abbott is dedicated to building the best-in-class field force to foster market-beating growth. This is reflected through robust onboarding and career development programs for employees across all levels. Excellence Academy, the training team, has been instrumental in strengthening the field forces capabilities to effectively navigate through current and future challenges.

Diversity, Equity and Inclusion (DE&I) :

Diversity is fundamental at Abbott - in people, mindsets and business models. Its core to fulfilling the purpose and is embedded in values and is driven across leadership levels.

Diversity is built into Abbotts worldview, workplaces and customer bases. The Company strives to create and provide the work environment where every employee feels welcome and able to bring their wholeself to work. This means integrating diversity, equity and inclusion in all areas of business and building teams reflective the Company serves.

Our India Diversity, Equity and Inclusion (DE&I) vision for Abbott is "Building strength through diversity and celebrating our differences to become better together." This vision beautifully captures how DE&I is a strategic enabler for us and will continue to be a pivotal part of our growth journey in India.

The DE&I vision is brought to life through five focus areas, i.e. Inclusive Policies and Workplace Practices, Hiring, Capability and Mindset, Forums and Networks and sustained Communication and Awareness.

Inclusive Workplace Policies and Practices

We are dedicated to creating a more inclusive work environment by reviewing and enhancing our policies and practices. This includes reviewing our policy documents to ensure they are gender neutral and inclusive, reinforcing our

Equal Employment Opportunity policy across the employee life cycle and enhancing the scope of our policies wherever feasible to make them more accessible and inclusive.

Capability and Mindset Development

We recognize the importance of cultivating a managerial pipeline that embraces diverse perspectives and talent. We are committed to equipping our leaders and managers with the necessary skills, resources and mindset to leverage diverse ideas and build high-performing, inclusive teams.

Hiring Practices

We continuously evaluate and strengthen our hiring practices to ensure effective recruitment of diverse talent across various functions. By monitoring our practices and approaches, we aim to attract and retain a diverse workforce that is reflective of the communities we serve and will help us shape the future of healthcare.

Communication and Awareness

Communication underpins all other key focus areas and is foundational element in building a coherent DE&I understanding for the organization. It helps in building awareness, sensitization and advocacy for positive change.

Forums and Networks

Our vibrant employee networks provide opportunities for employees to connect with and learn from different communities within and outside the organization. These employee networks enable employees to share of the experiences,communities perspectives and knowledge and provide a platform for networking, mentorship, advocacy and awareness in the organization.

• Women Leaders of Abbott (WLA) : WLA is an employee resource group that connects, inspires and helps women grow within our organization. It has been helping women across through various programs to help them realize greater career achievements through connections, dynamic programs, development opportunities and enhanced leadership experiences.

• Working Mothers of Abbott (WMA) : Launched in India in 2022, WMA is an employee resource group that provides working mothers with a platform to connect, support, share and learn from one another as they navigate the challenges of balancing work and motherhood.

• PRIDE Network India : PRIDE Network India was launched in June 2023, aiming to educate, encourage, and create a community for LQBTQ+ and Allies at the workplace through its pillars of Education and

Awareness, Policy, and Engagement.

• Early Career Network (ECN) India : This employee resource group aims to help our early career professionals explore and engage with the vast opportunities and diverse talent within Abbott. ECN India was launched in 2021 to foster generational diversity at Abbott. In 2023, ECN launched its Reverse Mentoring program MentUp - to help mentor our senior leaders with young talent across the organization.

• Abbott disABILITY Network India : We strive to empower people with disabilities to achieve their full career potential by fostering understanding, awareness, advancement and advocacy. Abbott disABILITY Network India was launched in September 2023, with the vision of "Access for All" for creating an inclusive environment to ensure accessibility at the workplace.

Enhancing Collaboration, Innovation and

Employee Experience through Technology

At Abbott, we recognize the power of technology to enhance collaboration, innovation and employee experience.

An initiative that was launched this year, which holds immense potential for our organization, is the Benefits

& Wellness (B&W) Metaverse. This is a scalable virtual platform that has introduced new ways of connecting, collaborating, learning and engaging as a team. Employees are able to create their digital avatars, chat with colleagues on the platform, go through the compensation and benefits induction, know more about Abbott leaders, access policies, wellness resources and more. This metaverse is an interconnected virtual arena that provides employees with a variety of immersive experiences, with the aim to help them access relevant information quickly and efficiently. Abbott India also enhances the employee experience through an Artificial Intelligence enabled Chatbot "SmaHRty" which is available 24x7 for employees for providing real-time and error-free query resolution and has been able to resolve more than 1,00,000+ employee queries since it has been launched.

External Recognition of Efforts

Abbott India being recognized as amongst the Top 10 Companies in Business Todays "Best Places to Work for 2023" is a reflection of our continuous efforts. Abbott India has also been recognized as the "Best Place of Work" at the Business Worlds People HR Excellence Awards 2023. Our maternity management program "Happy Feet" has been recognized externally as well in 2024 by HDFC Ergo, which is a testament to our commitment of celebrating diversity and fostering inclusion. Abbott is also ranked by Avtar & Seramount BCWI Study - 2023 as "100 Best Companies for Women in India" for the 4th year in a row.

Prevention of Sexual Harassment (POSH) at

Workplace

The Company has an Internal Complaints Committee (ICC) in place as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appropriate training under POSH is imparted to employees regularly. 3 complaints were received by the Company/ ICC during the year, under the aforesaid Act and the same were appropriately closed.

HEALTH, SAFETY AND ENVIRONMENT

The Company is committed to the protection of human health, safety and the environment. This commitment forms the basis for our EHS management systems and governance. Attainment of our long-range targets to reduce worker injuries and the environmental impacts of our business across our value chain is a priority. Meeting our targets, along with our EHS objectives, is the continuation of a long legacy of responsible business practices at Abbott that reflect our core values : Pioneering, Achieving, Caring and Enduring.

Health and Safety :

During the year, Goa plant received the prestigious Abbott EPD EHS Excellence award for upgrading Dust collectors system at site with advanced safety feature like isolation valve and explosion vent.

Site Safety Committee is formed at the Plant having representation from both supervisory and non-supervisory staff. Committee meets at regular frequency to discuss and resolve EHS issues.

On-job, Classroom and Online EHS trainings are regularly arranged for employees. Training topics cover applicable EHS regulations, Abbotts EHS technical standards, firefighting, hazardous chemical and waste handling, Slip/ Trip/ Fall, Machine Guarding, Material Handling and emergency preparedness.

3 day first-aid training program was conducted for our first aiders by Inspectorate of Factories and Boilers. Certified trainer conducted class room session as well as practical exercise was conducted. After the successful completion of the course, the first aiders were awarded with first-aid certificate from Inspectorate of Factories and Boilers. Another training program was conducted by Inspectorate of Factories and Boilers for employees on Occupational Health and Safety. The 2 day program conducted at site focused on safety at workplace, machine guarding, chemical safety, permit to work system, fire safety etc.

Fall protection upgrade for tanker truck operation was successfully completed at site. The upgrade consisted of erecting fixed davit arm at 4 location where tanker/ truck operation is carried out. Having fall protection in place safeguards the person falling from height while he/ she is on top of tanker or truck.

M/s Sparrow Risk Management Private Limited conducted Electrical Safety Audit at the site. The audit helped to identify underlying hazards associated with electricity at site. The detailed action plan was drafted and executed to eliminate the electrical hazard at site.

Special focus is maintained on critical safe work initiatives like contractor safety, hand safety, hot work and working on heights.

Mass awareness programs such as celebration of National Safety Week and Abbott EHS week were conducted to help build a sustainable EHS culture.

For EHS cultural enhancement, we are running Behavior Based Safety (BBS) program which includes observation and correction of unsafe acts. There also exists system for reporting of unsafe conditions and near miss. Such initiatives have greatly helped improve positive EHS culture.

Road Safety :

Various Road Safety programs were conducted for field employees during the year :

99.96% of the sales employees completed the online defensive riding refresher training module.

• All the new sales employees were trained on defensive riding skills and behaviors.

100% of the new sales employees were provided with 2 helmets (one for self and one for the pillion rider) as a part of the joining kit. In addition to 2 helmets, they were provided with "full finger motorcycle riding gloves" to protect fingers while riding a 2 wheeler vehicle (Over 2,700 employees have received riding gloves).

To further enhance employee engagement in road safety, Road Safety Week was organized from 11th-16th January 2024. Through the safety week, a series of initiatives like various training programs, quizzes and creative competitions were rolled out with good participation from employees.

Environment :

A responsibility towards the environment is part of Abbotts mandate. We continuously endeavor to minimize the use of renewable resources and cut down on carbon emission.

In all our initiatives, a holistic approach is adopted and efforts are made to curtail adverse environmental impact, if any. The Goa plant continued to implement multiple energy, water conservation and emission reduction projects.

The Company has a state-of-the-art effluent treatment plant with parameters of treated effluent well within the limit set by the local State Pollution Control Board. The rainwater harvesting project continues to save water by reducing the intake of purchased water.

In 2023-24, our Goa Plant conducted detailed assessment of the existing effluent treatment plant (ETP). The assessment was carried out by M/s Econ Pollution Control Consultants. The report submitted consist of detailed analysis of the ETP, technical solution to cater to the future load and to enhance existing treatment process. Based on the assessment, phase wise upgradation will be carried out. This will further improve the quality of treated water.

Furthermore, gas emissions from the boiler and generator stacks as well as the ambient air quality are monitored regularly and they are well within the limits set by the State Pollution Control Board. Vermi-composting unit is in place to convert canteen food waste into organic manure, which is used in the lawns and in the plantation inside the Goa factory premises.

Out of total non-hazardous waste generated at site, 65% of the waste is used for beneficial purpose without undergoing any recycling process. Remaining 35% of waste is sent for recycling.

Out of total hazardous waste generated at site, 0.7% of the waste is incinerated without energy recovery, 0.3% is sent for recycling (used oil and e-waste). Rest 99 % of hazardous waste is disposed off through co-processing (in cement industries). During the year, World Environment Day was celebrated as EHS mass awareness program.

Goa plant is certified as Zero Waste to Landfill facility which means no waste is disposed off through landfill.

Plastic Waste Management :

The Company is adhering to the requirements of Plastic Waste Management Rules as laid down by the Ministry of Environment, Forests and Climate change. We entered into agreement with waste management agency for this purpose and collected and processed our post-consumer plastic packaging waste, from the States and Union Territories of India where we operate.

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

The required information under the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, etc. are annexed as "Annexure III" and forms part of this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 has been placed on the website of the Company at https://www. abbott.co.in/investor-relations.html.

DISCLOSURE UNDER SECTION 197_12_ OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF THE COMPANIES _APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL_ RULES, 2014

Disclosures required in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure IV" and forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement containing Particulars of Employees, which is available for inspection by the Members up to the date of ensuing Annual General Meeting. Any Member interested in obtaining a copy of such Statement may write to the Company Secretary at investorrelations. india@abbott.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT _BRSR_

Business Responsibility and Sustainability Report and Independent Assurance Statement on BRSR Core as required under Regulation 34 of the SEBI Listing Regulations forms part of this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report and Certificate from the

Statutory Auditors of the Company on compliance of the conditions of Corporate Governance as required under Regulation 34 of the SEBI Listing Regulations, form part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) relating to Meetings of Board, its Committees and General Meetings, respectively.

DISCLOSURES OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

INDUSTRIAL RELATIONS

The Company has overall cordial industrial relations. The Company continues to receive strong support from distributors, suppliers, vendors, stockists and other partners.

FIXED DEPOSITS

No fixed deposits were accepted during the year.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The Company has not granted any loan or provided any guarantees to or invested in securities of any other body corporate during the year.

GENERAL

No disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review :

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any joint venture or subsidiaries.

4. There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

5. There are no instances of one-time settlement during the financial year.

ACKNOWLEDGEMENT

Your Board expresses gratitude towards all the employees, business partners, institutions, banks and the Members, for their continued trust and support to the Company.

	For and on behalf of the Board of Directors
Srinagar	Swati Dalal	Sudarshan Jain
May 9, 2024	Managing Director	Director
	DIN : 01513751	DIN : 00927487