About Abbott India Ltd

Abbott India Ltd. is one of the leading multinational pharmaceutical companies in India and operates with an owned manufacturing facility in Goa and various independent contract/third party manufacturers based across the country. The Company sells its products through independent distributors primarily within India. It provides products and solutions across various therapeutic areas such as Women's Health, Gastroenterology, Central Nervous System, Metabolics, Multi-Specialty, Vaccines, Consumer Health, etc. Its global products include Brufen, Prothiaden, Thyronorm and Leptos. The company has four divisions. The Primary Care division markets products in the areas of pain management and gastroenterology. The Specialty Care-Methabolics and Urology division provides solutions in the areas of thyroid, obesity, diabetes and benign prostatic hyperplasia. The Specialty Care-Neuroscience division has a varied portfolio with specialty products in neurology and psychiatric segments. Hospital Care offers products in the field of anesthesiology and neonatology, such as Forane, Sevorane and Survanta. Abbott India Ltd was originally incorporated on August 22, 1944 as Boots Pure Drug Company (India) Ltd. The company name was changed to The Boots Company (India) Ltd on November 1, 1971, thereafter to Boots Pharmaceuticals Ltd on January 1, 1991. In October 31, 1995 the name was changed to Knoll Pharmaceuticals Ltd, and in July 1, 2002, they got their present name Abbott India Ltd. In the year 2002, the company sold their Jejuri Undertakings together with assets and liabilities as a going concern. In the year 2003, the company's wholly owned subsidiary company, Lenbrook Pharmaceuticals Ltd was amalgamated with the company. In the year 2004, the company started the production of Capsules with the capacity of 27 Millions Nos. In the year 2005, they further increased the capacity to 56 Million Nos. Also, they started a new project of producing Nutritional Products with the installed capacity of 600 Tonnes. In the year 2006, the company increased the production capacity of Tablets by 236 Million Nos to 686 Million Nos. In the year 2008, they further increased the production capacity of Tablets by 769 million Nos to 1455 million Nos. They launched Digene Total, buffered pantoprazole tablet for quick and sustained antacid action and Brugel a novel formulation for sprains and strains. Also, they launched Thyronorm 150, Digene Sugar Free Tablet and Gel during the year. The Buy-Back Committee of the Board of Directors of Abbott India at its meeting held on 9 July 2008 approved buy-back of 7.97 lakh fully paid-up equity shares of the company via the tender offer method, at a price of Rs 630 per share. The Board of Directors of Abbott India Ltd. and Solvay Pharma India Ltd. at their respective meetings held on 24 November 2010 unanimously approved the draft scheme for the amalgamation of Solvay Pharma India into Abbott India under sections 391 to 394 of the Companies Act 1956. The swap ratio for the merger recommended is 2:3. In other words, every two shares of the Solvay Pharma India Ltd. will entitle their holder to three shares of Abbott India Ltd. On 17 May 2011, Abbott Capital India Limited sold 2.24 lakh shares out of its total holding of 94.28 lakh shares in Abbott India Limited by way of an on market transaction. As a consequence, the promoter shareholding in Abbott India Limited after the merger of Solvay Pharma India Limited into Abbott India Limited will be 74.98%. Therefore, the listing of shares issued pursuant to the share exchange ratio in the merger will not result in the public shareholding in Abbott India Limited falling below 25%, as required under Clause 40A of the Listing Agreement. On 7 September 2011, Abbott India completed the allotment of 75.74 lakh equity shares to the shareholders of Solvay Pharma India Ltd in the ratio of 2:3, in terms of the Scheme of Amalgamation of Solvay Pharma India Ltd with Abbott India. The Board of Directors of Abbott India at its meeting held on 3 June 2013 decided to defer the proposal received by the company for the sale and transfer of, or other appropriate restructuring of, the proprietary pharmaceuticals division (PPD) of the company. Abbott Laboratories, the ultimate parent corporation of Abbott India, has separated into two publicly traded companies - one in diversified medical products and the other in research-based pharmaceuticals. The parent company for the research-based pharmaceutical companies is AbbVie Inc., a Delaware corporation. For the year ended 31 December 2012, the PPD business accounted 4.73% of net sales of Abbott India. With effect from the financial year ended 31 March 2014, the company changed its accounting year from year ended 31 December 31 to year ended 31 March. Accordingly, financial statements are prepared for 15 months' period from 1 January 2013 to 31 March 2014. The Drug Price Control Order, 2013 has brought several of the company's products under price control. The company reduced the prices of the products covered under the new DPCO, which resulted in an adverse impact of Rs 11,00.00 Lakhs on Sales and Profits of the company during the period 2013-14. During the period, the company sold residential properties which yielded a profit of approximately Rs 12,20.00 Lakhs. During the period under review, the company's General Care therapeutic segment achieved a turnaround, moving from a negative growth of 4.6% to positive double digit growth of 13.5%. This was possible through stellar performance in key brands: Betonin, Kinetone, Digecaine and Digene growing faster than their participated market. For the central nervous system (CNS) therapeutic area, the persistent emphasis on a continuum of care approach made the company's Zolfresh brand number 2 brand through the period 2013-14. During the financial year ended 31 March 2015, the company's General Care Division launched a new product Arachitol Nano. During the financial year ended 31 March 2016, Abbott India launched 17 new products in various therapy segments, which together contributed 1.9% of the Net Sales of the company. During the year under review, the company entered into a licensing arrangement with Bharat Biotech India Limited to market vaccines in immunology segment. During the financial year ended 31 March 2017, Abbott India launched 10 new products in various therapy segments, which contributed 0.7% of the sales of the company. Abbott India formed new Business Unit GI Advance in January 2018 to build new products on a build, operate, transfer model. During the financial year ended 31 March 2018, the company Women's Health & Gastrointestine division launched 2 new products - Cystofert (Polycystic Ovary Syndrome) and Letrolife (Ovulation). The Gastroenterology division launched 4 new products - Duphalac Bulk (Gut Health), Duphapro (Constipation), Udiliv 450 (NAFLD) and Duphalac Lemon Flavor (Laxative). The GI Prospera division launched 3 new products - Velpaclear (Hepatitis C), Antoxipan (Pain Management in chronic pancreatitis) and Heptral T (ALD/NAFLD). During the year under review, the Metabolics business unit launched one new product - Combinorm (Probiotic - Bacterial Vaginosis). The Central Nervous System business unit launched 2 new products - Inderal 20 (Migrane) and Cerebion (Stroke/Brain Injury). The Consumer Care Division launched 5 new products - Rashfree Natural Cream (Diaper Rash Cream), Digene Paan Flavour (Antacid), Digene Pudina Pearls (Digestive), Cremaffin Fresh (Laxative) and Brufen Active (Pain Relief Ointment). During the year under review, Abbott India received approvals to conduct phase 3 studies in adults/elderly and pediatrics in parallel for its Influvac, Quadrivalent Vaccine (QIV) Program. During the year, Abbott India granted a loan of Rs 200 crore to Alere Medical Private Limited, India (a Related Party as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) for a period of six months on December 26, 2017, at an interest rate of 10% per annum pursuant to the provisions of Section 186 of the Companies Act, 2013 and Rules framed thereunder, to pay off its existing inter-company trade liability. The said loan is guaranteed by Abbott Laboratories, USA i.e. the ultimate holding company. During the FY2018,the company executed 23 new studies,published 14 publications in major indexed journals and made 7 international congress presentations. During the FY2019,the company executed 25 new studies, published 45 articles in major indexed journals, with 6 international presentations. The company has been awarded THE MOST INNOVATIVE MNC OF THE YEAR 2019 at the 12th Pharma Leaders Award. During the FY2020, the company executed 12 new studies, published 16 articles in major indexed journals, along with making four international presentations. During the FY2021, there was a innovation in Brufen Coating formula which led to 50% increase in coating Installed capacity in 2 shifts from 675 mio tabs to 1,012 mio tabs without any capex. Increase in installed capacity will help site to produce all Brufen SKU's in-house as well as scope for internalization of new coated product. During the year 2020-21, the company executed 8 new studies, published 8 articles in major indexed journals. All the studies were conducted in compliance with Good Clinical Practice (GCP) and regulatory requirements. During the year 2022, company continued portfolio expansion and launched 10 new differentiated products in the market to meet increasing healthcare needs. It increased presence in high growth therapy areas such as adult vaccination and new sub-therapies like menopause. It strengthened the multi-channel engagement and leveraged technology to engage with patients and doctors for better health outcomes. It empowered patients across multiple therapies for vertigo, epilepsy, influenza, Vitamin D, insomnia with multi-media awareness campaigns. It led strategic partnerships with key associations to advance therapy shaping standards. It lead differentiated Healthcare Professionals (HCPs) facing initiatives to drive therapy leadership in key therapeutic areas. It brought synergy in patient care efforts through launch of a Center of Excellence. During the year 2022, three new products viz. Riligol (post partum haemorrhage), Preservgest (pregnancy maintenance) and Femoston 2/10 (postmenopausal symptoms) were launched. It further launched two unique products, PreservGest, which is a micronized progesterone, and Arachitol Gummies, Vitamin D and Calcium Gummies in the multi-speciality medicine portfolio. Its strong presence in Gastrointestinal space was further strengthened with the success of Digeraft. In this portfolio, it also launched a unique pre+probiotic, Florachamp, to help restore gut balance. During the year 2022, Florachamp (i.e., probiotic for irritable bowel syndrome) was launched for Gastroenterology therapeutic area. To expand the Multi-Specialty portfolio, the Company launched a new brand Arachitol Gummies, an innovative orange flavored FSSAI approved to fulfill daily requirements of Vitamin D and Calcium. It launched Havshield, vaccine for immunization against Hepatitis-A in line with Vaccines portfolio. It also launched In-Home-Vaccination' and FLUVaccine-Reminder' service to improve the vaccine compliance. The Company also partnered with over 12 medical associations to drive capability building in various therapeutic areas. It used digital technologies to reach out to doctors and provide therapy updates to them. During the year 2023, the Company launched Brufen P (Ibuprofen + Paracetamol) . Focusing on the need gap of hypothyroidism treatment, it launched Liothyronine (T3) molecule - Linorma T3 tablet. New products like Femoston Mini (post-menopausal symptoms), Solfe extra tablet (iron deficiency anemia) and Cetropro vial (IVF) were launched on Women's health portfolio during the year 2023. Cortirowa OD (ulcerative colitis), Digeraft XT (gastroesophageal reflux), Digeraft Plus (gastroesophageal reflux) and Cremagel-L (anal fissures) were launched.

Abbott India Ltd Chairman Speech

STAYING TRUE TO OUR PURPOSE

Dear Members,

I am happy to report that for the year ended March 31,2022, revenue grew by 14.1% and net profit grew by 15.6% over the previous year. Your team has achieved this in an uncertain and challenging environment. Your Board has recommended a dividend of ^ 275 per share including T130 special dividend for FY 2021-22.

During the year, Anil Joseph resigned as the Managing Director effective January 2022. The Board recognizes his contribution and is thankful to him. I welcome Vivek V Kamath as your new Managing Director effective February, 2022. Vivek brings extensive industry experience, and I am confident that the Company will continue to progress under his leadership.

We must acknowledge the perseverance, determination, and efforts of our people in keeping patients' needs first. Your management team has been instrumental in driving the organization to achieve its aspiration.

DRIVING INNOVATION THROUGH CO-CREATION

During the year, we continued our portfolio expansion journey and launched 10 differentiated products in the market to meet increasing healthcare needs. This consistent portfolio expansion is well-aligned to our strategy to be present in key therapeutic areas.

We continue to leverage on actionable insights through meaningful engagement with our stakeholders as a large number of them are using digital platforms to manage health. Our engagement with the doctors to deliver value-driven, science-based content continued even during the pandemic. This demonstrates our agility in the face of adversity.

We also increased our efforts to provide greater access to our high-quality medicines to people across India this year through a dedicated team working in rural areas, and this will remain our focus going forward.

DEVELOPMENT AND WELL-BEING OF OUR EMPLOYEES

Our employees are our strength, and their health and well-being remain our top priority. During the year, employee assistance programs were amplified to support employees and their families. In addition, wellness initiatives were rolled out during the year, both at plant and head offices, which focused on the financial, mental, emotional, and physical health of employees. Abbott's continuous investments in the training and development capabilities of its people is a key element for our long-term sustainability.

CARING FOR THE COMMUNITY

We remained committed to robust community interventions, aimed at building scalable and sustainable solutions to solving social problems.

In partnership with SEWA, we expanded the access to quality and affordable non-communicable disease care among low- income communities. Through a combination of physical clinics, telemedicine services, community health workers and electronic medical records, the program serves patients across 27 districts in 3 states. We also collaborated with SEWA to educate its 2.1 million members on COVID-19 prevention, detection and treatment. As a science-based company, we worked with Smile Foundation to promote STEM (Science, Technology, Engineering and Mathematics) learning, health education and sports among children from under-served communities across 6 schools in and around Mumbai. Our health clinics have enabled access to diagnosis and mass awareness about various diseases through qualified doctors.

In partnership with AmeriCares, we are upgrading 40 Primary Health Centers to Health & Wellness Centers across 5 States in India.

COMMITTED TOWARDS A HEALTHIER FUTURE

Making the lives of patients better is at the heart of everything that we do. For more than 130 years, Abbott worldwide, has built its reputation by doing what's right for the people we serve. We will continue this journey of creating value and enriching the lives of our stakeholders through innovation and growth. With a single-minded focus on ensuring access and affordability, our initiatives are aimed at adding significant value to society and the ecosystem around us. We will remain empathetic while improving sustainability.

Delivering consistent performance has its own responsibilities - and we intend to pioneer and deliver so that we outperform the market year on year. The branded generics market has always been competitive, and it will be critical for us to leverage on our legacy and trust amongst our customers.

Our achievements are testament to our belief. Our broad portfolio and innovative strength will allow us to be well-positioned in our commitment to make important contributions to the health of people in India.

On behalf of my fellow Board Members, I express sincere thanks to all our partners for their unwavering support, to our employees for their continued passion and commitment, and to all our shareholders for your continued trust and confidence.

Warm regards,

Munir Shaikh

Chairman

   

Abbott India Ltd Directors Reports

AND MANAGEMENT DISCUSSION AND ANALYSIS

TO THE MEMBERS

Your Directors have pleasure in presenting their Seventy- ninth Report and the Audited Financial Statements of the Company for the financial year 2022-23.

FINANCIAL HIGHLIGHTS

Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”) is available on the Company's 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.

(RS. in Crores)

Particulars	For the year ended March 31, 2023	For the year ended March 31,2022
Revenue from Operations	5,348.73	4,913.32
Other Income	154.15	83.16
Total Income	5,502.88	4,996.48
Profit Before Tax	1,273.82	1,079.73
Profit After Tax	949.41	798.70
Retained Earnings and Other Comprehensive Income (OCI)
Balance brought forward	2,151.57	2,014.18
Profit After Tax	949.41	798.70
OCI arising from remeasurement of employee benefits	3.62	2.92
Dividend - FY 2021-22	(584.36)	-
Dividend - FY 2020-21	-	(584.36)
Transfer to Reserves	(94.94)	(79.87)
Balance carried forward	2,425.30	2,151.57

DIVIDEND

Your Directors have recommended a final dividend of ? 180/- and special dividend of ? 145/- per share for the year ended March 31, 2023 on 2,12,49,302 fully paid-up Equity Shares of ? 10/- each for approval of the shareholders at the forthcoming Annual General Meeting. The said dividend, if declared will absorb a sum of? 690.60 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 ofthe shareholders. Your Company shall, accordingly, make the payment of the proposed dividend for the year ended March 31,2023 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

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

In the last decade, India has been one of the fastest growing economies, and the GDP is expected to grow at 6.4% in 2023-24 as reported by Asian Development Bank. The acceleration in GDP growth can be attributed to multiple reasons, including favorable demographics, strong investment capital flows and technological efficiency and productivity gains.

INDUSTRY REVIEW

As per the India Brand Equity Foundation, the Indian pharmaceutical industry is currently ranked third in pharmaceutical production by volume after evolving over time into a thriving industry growing at a CAGR of 9.43% for the past nine years. Generic drugs, over-the-counter medications, bulk drugs, vaccines, contract research and manufacturing, biosimilars and biologies are some of the major segments of the Indian pharma industry. India also has the greatest number of pharmaceutical manufacturing facilities that are in compliance with the US Food and Drug Administration (USFDA) and has 500 Active Pharmaceutical Ingredient (API) producers that contribute to around 8% of the worldwide API market. The domestic pharmaceutical industry includes a network of approximately 3,000 drug companies and 10,500 manufacturing units.

Indian drugs are exported to more than 200 countries in the world. As per the India Brand Equity Foundation, India is the largest provider of generic drugs globally and is known for its affordable vaccines and generic medications. Indian pharmaceutical sector supplies over 50% of global demand for various vaccines, 40% of generic demand in the US and 25% of all medicine in the UK.

As the world's pharmacy, India's pharmaceutical exports have increased by 138%, rising from ? 37,987.68 Crores in 2013-14 to ? 90,324.23 Crores in 2021-22.

As per IQVIA, India's domestic pharmaceuticals market (IPM) is estimated at ? 2,21,922 Crores in 2023 with growth of 9.5% vs growth of 6.6% in 2022. Branded generics dominated the domestic prescription pharmaceutical market, accounting for around 80% of sales by value as per IQVIA. While there are continuous efforts to raise the regulatory bar, a company's reputation and brands are still widely regarded as indicators of quality. The market is expected to grow at a CAGR of 8.8% between 2022-2027 reaching ? 3,08,329 Crores by 2027, driven by economic growth, increasing penetration of health insurance and increased private sector investment.

OPPORTUNITIES AND CHALLENGES

Factors which impact Industry and Company include:

• Co-marketing Agreements : Promotional tie-ups between foreign companies and local partners are an established feature of the market, but co-marketing deals for new drugs have been increasingly introduced over the last few years. For multinationals, these agreements enable more widespread detailing of key brands, while for local manufacturers, which have seen lesser access to new drugs, these agreements offer opportunities to broaden existing portfolios. Partnerships between Indian companies and MNCs are expected to continue to grow due to benefits provided to both parties, as well as the opportunity to make relevant patient impact.

• E-pharmacy and Pharmacy Chains : The retail pharmacy sector is estimated to comprise of at least 6,00,000 licensed outlets. Most are small, independent businesses, but pharmacy chains and e-pharmacies are a growing force. Pharmacy chains have expanded aggressively with MedPlus at 3,000+ stores and Apollo at 4,000 stores. In 2022, the market for online pharmacies was worth ? 25.50 billion. It is anticipated to expand at a compound annual growth rate (CAGR) of 22.20% from 2022 to 2027. This will increase access to organized pharmacies across the country and consequently drive increased demand and healthy competition.

• Ayushman Bharat : The central government's health insurance scheme, Ayushman Bharat-Pradhan Mantri Jan Arogya Yojana (AB-PMJAY), is expected to drive increased public health insurance coverage. In January 2023, as per Economic Survey 2022-23, the scheme covered 22 crore beneficiaries with the provision of hospital care to an annual value of 5,00,000 per family. There are over 1.54 lakh Health and Wellness Centers (HWCs) across India, with over 135 crores footfall at

these HWCs. Further, the HWCs have also enabled over 87 crore screenings of non-communicable diseases. More than 31 crore health accounts have been created under the Ayushman Bharat Digital Mission, and over 7.5 crore health records have been linked. While coverage under the scheme itself is limited to hospital inpatient care, it will allow a growing number of patients to gain access to healthcare, increasing rates of diagnosis and raising disease awareness. This will further benefit private clinics and the retail pharmacy sector.

• Price Controls and Regulations : As per India Brand Equity Foundation, the National Pharmaceutical Pricing Authority (NPPA) had brought as many as 384 formulations under price control in 2022 and has now additionally fixed the ceiling price of 93 essential formulations including pain killers and drugs used to treat cancer, rheumatoid arthritis, heart disease, bacterial infections, pneumonia, tuberculosis, thyroid, epilepsy and urinary tract infections. Additional downward pressure could come from Trade Margin Rationalization to more non-scheduled drugs used for the long-term treatment of chronic conditions.

• OTC Drug Regulations : The OTC sector in India has been growing at a healthy rate driven by increased access to information and an evolving, and more informed consumer. The Drugs Technical Advisory Board (DTAB) approved a new OTC regulation policy in January 2022 to create an explicit OTC category and remove ambiguity from the current OTC definition. Post acceptance of the proposed amendment to the Drugs and Cosmetics Act, up to 100 drugs currently dispensed under a prescription can be shifted to the OTC category.

• Uniform Code of Pharmaceuticals Marketing Practices (UCPMP) : UCPMP, while currently voluntary, could b ecome mandatory in the future. A mandatory code would require ethical marketing practices to be followed by all Companies. Given that the Company has a strong compliance process in place, it would be well positioned under a strict enforcement 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 Company's 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.

Abbott India Limited

Particulars		2022
Debtors Turnover (Days)	20.6	20.0	3.0%
Inventory Turnover (Days)	82.0	96.6	(15.1)%
Interest Coverage Ratio*	80.7	57.5	40.3%
Current Ratio	2.5	3.2	(21.9%)
Debt Equity Ratio	0.1	0.1	-
Operating Profit Margin (%)	24.1	22.3	8.1%
Net Profit Margin (%)	17.8	16.3	9.2%
Return on Net Worth (%)	31.6	29.5	7.3%

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 Company's 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 Company's 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 Company's 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 Company's total lease liabilities by its Shareholder's 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 such as Women's Health, Gastroenterology, Central Nervous System, Metabolics, Multi-Specialty and Vaccines.

Performance for the year under review in these therapeutic areas is highlighted below:

• Women's Health : This year, the Women's Health portfolio showed degrowth of 8.4%, mainly due to increased competition from generics in dydrogesterone market. The Company continued to enhance the connect with healthcare professionals through omnichannel campaigns and initiatives driving advocacy, while strengthening Duphaston's positioning in the management of miscarriages and infertility.

Further, shaping the treatment landscape for menopause in India will be another key priority area for the Company and we will continue to build Femoston in this therapeutic area over the next few years. We launched the following new products to build on our

Financial performance

Revenue from Operations: Revenue from Operations for the year ended March 31, 2023, is ? 5,348.73 Crores in comparison to ? 4,913.32 Crores last year, recording a growth of 8.9%.

Profit Before Tax : Profit Before Tax for the year ended March 31,2023, is ? 1,273.82 crores, which grew by 18.0% over the previous year.

Key Financial Ratios:

Women's health portfolio during the year i.e., Femoston Mini (post-menopausal symptoms), Solfe extra tablet (iron deficiency anemia) and Cetropro vial (IVF).

• Gastroenterology (GI): The Gastroenterology portfolio showed a robust growth of 10.5% and consolidated its market share in the segment. GI brands continued to be the key growth driver for the Company. Strong acceleration in 2022-23 was driven by the top brands in this segment, i.e., Udiliv(cholestatic chronic liver disease), Duphalac (constipation), Cremaffin Plus (constipation) and Creon (pancreatic exocrine insufficiency). These brands maintained their leadership position and market dominance with increased geographic presence, differentiated medico marketing programs and targeted micro market interventions. Other brands like Ganaton (gastrointestinal dysmotility) and Librax (irritable bowel syndrome), continued to outperform the market*. Our commitment to focus on new launches and build the existing top brands yielded substantial results accelerated portfolio growth.

During the year, Cortirowa OD (ulcerative colitis), Digeraft XT (gastroesophageal reflux), Digeraft Plus (gastroesophageal reflux) and Cremagel-L (anal fissures) were launched. Digeraft (anti reflux antacid) continued to be one of our best performing new products in 2022-23. Several beyond the pills 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 plans to stay invested in extending better diagnosis support to patients in core therapy areas.

The Company will continue to identify need gaps in core therapy areas to maintain therapy leadership, launch new products to augment portfolio offerings, and support consumers with comprehensive and differentiated service offerings, to further accelerate mid-sized brands and enable disruptive growth of 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 by strengthening targeted consumerization and ethical promotional initiatives in the laxatives and antacids category.

• Central Nervous System (CNS) : The largest therapy area for the CNS business is vertigo, which grew by 4.1% over the previous year with Vertin delivering a market beating growth*. This has been made possible with the differentiated initiatives and campaigns, consistent therapy shaping initiatives, and successful product life cycle management.

• Metabolics : The Metabolics portfolio achieved strong double-digit growth of 14.5% driven by the success of Abbott's flagship brand Thyronorm. Thyronorm grew faster than the represented market* and has maintained its market dominance*. The brand is driven by digital interventions to enhance scientific engagement, therapy shaping initiatives in collaboration with reputed bodies like Association of Physicians of India, Indian Medical Association and the Indian Thyroid Society. Multi-channel awareness campaigns continue to be an important lever aiming to provide credible information around thyroid disorders and resulting symptoms. During the year, Thyronorm 200 meg (hypothyroidism) and India's first Liothyronine (T3) molecule-Linorma T3 (hypothyroidism) were launched. Additionally, Combinorm grew faster than the market* and continues to establish the usage of pre-probiotics in the treatment of bacterial vaginosis.

• Multi-Specialty : Under Multi-Specialty, the Company offers products for insomnia, vitamin D, pre-term labor and pain management. This business has grown 4.7% in 2022-23 and is consistently growing higher than represented market*. Zolfresh (insomnia), Arachitol portfolio (vitamin D), Brufen (analgesics) and Duvadilan (preterm labor) are the key contributors to this business. Differentiated public awareness initiatives helped in creating awareness through experts. Scientific therapy initiatives in collaboration with India's leading scientific bodies, were launched during the year. Going ahead, the focus will be to establish our base brands and build them into mega brands for the company. We also want to strengthen our new products pipeline to offer an even more comprehensive portfolio to covered specialties. During the year, Brufen P (pain and fever) was launched under this business.

• Vaccines : The key brands in the vaccines portfolio are Influvac (influenza), Enteroshield (typhoid), Havshield (hepatitis A), Rotasure (rotavirus diarrhea), and JE Shield SD (Japanese encephalitis). Vaccine business grew by 5.5% during the year. We led robust medico-marketing and awareness plans to improve the pediatric vaccination numbers, especially for Influenza vaccination. We also launched several mother education initiatives under our Influenza flagship program and initiated several educational activities under our influenza flagship program. In partnership with US-India Strategic Partnership Forum (USISPF), Federation of Obstetric and Gynecological Societies of India (FOGSI), Indian Chest Society (ICS), guidelines for adult vaccinations

for critical patients were drafted and launched. The Company is working with National Technical Advisory Group on Immunization (NTAGI) to further build guidelines on influenza vaccinations for adults in high-risk groups. There are focused efforts though print and social media, along with campaigns on radio and parental platforms to create awareness. ‘In-Home- Vaccination' and the ‘Influvac microsite' were launched specifically for healthcare professionals for better services and to improve vaccine compliance. We will continue to expand the market for both pediatric and adult populations through newer patient services and product launches to strengthen the portfolio.

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 completed 6 clinical studies and executed 8 new clinical studies and published 18 articles in major indexed journals. All the studies were conducted in compliance with Good Clinical Practice (GCP) and regulatory requirements.

OUTLOOK

The pharmaceuticals industry is expected to grow at 9.5% in 2023. This continued economic growth, along with reduced Covid-19 impact, is expected to drive the market growth of non-Covid-19 therapies. We have also witnessed a global behavioral shift towards preventative care and remaining healthy, which is also expected to drive market growth in India. For Abbott, this market growth would present opportunities to provide relevant products and solutions to our customers.

In 2023, the Company we aim to and continue gaining share in the Indian pharmaceutical market. Some 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 growth of current brands and future launches with clearly defined strategies, developed through in-depth analysis ofmarket trends along with our capabilities and strengths. Shaping of key therapies is critical to drive leadership and ensure consistent market beating growth.

• Beyond-the-pill patient support : Engaging patients directly for education, counselling or compliance support is crucial today due to their increased awareness. The Company has been at the forefront of patient support programs and has continued expansion with new programs. For example, we've worked around menopause to help women improve their quality of life. Our existing programs have shown success in ensuring therapy adoption and adherence and we plan to explore targeted partnerships with other industry players and start-ups to expand the same.

• Multi-channel doctor engagement : A key focus of the Company is engaging with doctors through multiple physical and digital touchpoints. This is likely to help reach a larger base of doctors. We are also constantly revamping our knowledge platforms to be able to provide more relevant information to doctors.

• Increase portfolio depth : We continue to focus on new launches to ensure presence in strategic therapeutic areas and leverage loss of exclusivity of critical brands. We have built a robust plan for our new product pipeline across therapies.

RISKS ANDCONCERNS

The Indian pharmaceutical industry operates under a highly regulated environment. Tighter norms for clinical trials as well as for development of new drugs and treatment may impact the industry growth, but are beneficial in the long run. Growing competition from generic medicines, dependence on imports for Active Pharma Ingredients (API), supply chain disruption due to geopolitical incidents, pose challenges to the industry and the Company. The Company remains at the forefront of these challenges and continue to develop new products at an affordable price point 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 Company's assets, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

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 auditplanis 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 Company's 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, 2023, 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, the Board of Directors, basis the recommendation of the Nomination and Remuneration Committee, has approved the re-appointment of Ms Shalini Kamath (DIN : 06993314), as an Independent Director of the Company for a period of 5 (five) years effective October 29,

2022, not liable to retire by rotation. This was approved by the Shareholders through Postal Ballot on November 12, 2022.

Mr Rajiv Sonalker will retire as Whole-time Director effective June 30,2023. The Board places on record appreciation for his contribution during his tenure.

The Board, upon recommendation of the Nomination and Remuneration Committee at its Meeting held on May 19,

2023, approved the appointment of Mr Mahadeo Karnik (DIN : 02606595) as Additional Director on the Board of the Company effective July 1, 2023 subject to approval of the Shareholders at the forthcoming Annual General Meeting.

In accordance with Section 152 of the Companies Act, 2013, Mr Kaiyomarz Marfatia (DIN : 03449627) and Ms Sabina Ewing (DIN : 09201770) 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 with 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 in the Independent Director's Database managed by the Indian Institute of Corporate Affairs.

Number of Board Meetings

Five Board Meetings were held during the year 2022-23 on May 17, 2022; August 10, 2022; November 14, 2022; February 10, 2023 and March 17, 2023. The intervening gap between the Meetings was within the period prescribed under the Act, Rules framed thereunder read with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors.

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

The Company has adopted the Policy on Nomination and Appointment of Direetors/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 Company's website at https://www.abbott.eo.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 Company's 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 recommendation of the Nomination and Remuneration Committee, which sets a mechanism and criteria for 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 decisionmaking, 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 Chair of the Nomination and Remuneration Committee discusses peer evaluation results with individual directors as needed.

During the year 2022-23, 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 Vivek V Kamath, Managing Director, Mr Rajiv Sonalker, Chief Financial Officer and Ms Krupa Anandpara, Company Secretary, are the Key Managerial Personnel of the Company as on March 31,2023.

Mr Rajiv Sonalker will retire as Chief Financial Officer of the Company effective June 30, 2023. 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.

Ms Krupa Anandpara has resigned and will cease as Company Secretary and Compliance Officer of the Company effective June 30,2023.

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 via toll free number 0008001001058 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, 2023, 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, 2023 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 Company's website at https://www.abbott. co.in/investor-relations.html.

As per the said Policy, all Related Parties 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 the business transactions with various Abbott affiliate Companies (“Related Parties”) in the normal course of business and on arm's length basis.

All the transactions with the Related Parties entered into during the financial year 2022-23 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 are approved by the Shareholders, as and when required. 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 the 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 Company's website at https://www.abbott.co.in/investor-relations.html.

CSR Programs/Activities undertaken during the financial year 2022-23

The Company spent an amount of? 19.36 Crores on various CSR programs during the financial year 2022-23. The Annual Report of the CSR activities undertaken by the Company is annexed as “Annexure I” and forms part of this Report.

RISKMANAGEMENT

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 crossenterprise 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 Company's reputation and associated consequences.

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

. Roles and Responsibilities

• Board of Directors

The Board provides oversight about Risk Management and is responsible for approving 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 Company's 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 Team oversees the process by which business division/function 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 bringing 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 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 i.e., from financial year 2019-20 to financial year 2023-24, to hold office till the conclusion of the Eightieth Annual General Meeting of the Company.

AUDITORS'REPORT

The Auditors' Report for the financial year 2022-23 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 2022-23.

M/s Kishore Bhatia & Associates are appointed as Cost Auditors of the Company for the financial year 2023-24 at a remuneration of ? 0.08 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 2021-22, issued by M/s Kishore Bhatia & Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs on August 25, 2022 (due date of filing was

September 8, 2022).

INTERNAL AUDITORS

M/s KPMG, Chartered Accountants, (ICAI Firm Registration No. BA62445) are the Internal Auditors of the Company. 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 S ecr etary (Memb ership No. FCS 9492 and Certificate of Practice No. 2661) is the Secretarial Auditor of the Company for the financial year 2022-23.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report issued by Ms Neena Bhatia, Practising Company Secretary for the financial year ended March 31, 2023, 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 BSE Limited for having foreign investment in excess of prescribed sectoral cap.

In this connection, the Company had received post-facto approval from the Department of Pharmaceuticals permitting the increase in foreign shareholding in excess of 75.11% from October 19, 2012 to January 14, 2021, which was subject A C to compounding with the Reserve Bank of India for the contravention of applicable rules under the Foreign Exchange Management Act, 2000.

The Company has filed the compounding application with the Reserve Bank of India and taking adequate steps in this regard.

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 to the Audit Committee under Section 143(12) of the Act.

HUMAN RESOURCES

Abbott is an innovative and great place to work, that cares about and values its employees. The purpose and mission is to provide employees with the opportunity to change people's lives for the better, while living their own best lives personally and professionally. As they drive growth for the Company, the Company provides a supportive, inclusive culture and programs that help ensure their continued development and encourage them to build a successful career. The Company offers a variety of benefits and development opportunities that allow employees to build thriving workplace relationships and careers, along with financial security for themselves and their families.

The Company has 3,700 employees as on March 31, 2023. They are the pillars of the Company's growth and success. Employee well-being is a key priority and the Company is committed to protecting it.

The Company offers career development programs for employees from all levels of the organization to build a diverse, innovative workforce of the future. This is done with a particular focus on diversity, equity and inclusion.

All efforts resulted in Abbott being recognized amongst the ‘Top 10 Best Companies To Work For in India,' by Business Today-one of the leading business magazines.

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.

Training and Capability building initiatives

L. 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, eLearning (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.

2. Leadership Pipeline Building Programs

Talent Management Reviews : These programs focus on the development of key personnel who are part of the succession pipeline at various levels. They focus on building skills and capabilities required 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 crossfunctional 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.

3. 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.

4. Mentoring Programs

Leaders like the vice presidents, general managers, senior 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.

3. Leading with Impact-Integrated Managerial Capability Program

The Company helps managers accelerate their development and transition into senior leadership roles through skill building, experiences, and learnings from current leaders. The “Leading With Impact” program was offered to all people managers in the Company in 2021 to help them effectively lead people and the group underwent refresher programs on the same in 2022. 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 and 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.

Diversity, Equity and Inclusion (DE&I):

Diversity is fundamental at Abbott-in people, mindsets and business models. It's core to fulfilling the purpose and is embedded in values and is driven across leadership levels. Diversity is built into Abbott's 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 whole self to work. This means integrating diversity, equity and inclusion in all areas of business and building teams reflective of the communities the Company serves.

Some key focus areas to help bring the Diversity, Equity and Inclusion vision at Abbott to life include:

• Equal Employment Opportunities s The Company's Equal Employment Opportunity Policy reinforces the commitment in ensuring that workplace is free from discrimination and employment is based solely on merit during external hiring and internal job movements. Opportunities are provided without discrimination on the basis of race, sex/gender, religion/caste/ creed, social or ethnic origin, color, age, differently abled (including physical medical conditions), sexual orientation, domestic partnership status, gender identity or expression, marital status, ancestry, genetic information or any other reason prohibited by laws in the country.

• Capability and Mindset : Initiatives to continue building managerial capability to leverage diverse ideas and talent and build high performing, inclusive teams are pivotal.

• Forums and Networks : Provide opportunities for employees to engage with and learn from different communities creating robust, extensive employee networks and resource groups.

All of these is reinforced by continuous communication and awareness to ensure we build sensitization and advocacy for an inclusive workplace.

There are various interventions for DE&I undertaken and promoted during the year:

• Women Leaders of Abbott (WLA) : WLA takes a proactive role in connecting women within the organization and offers dynamic programs and initiatives to enhance leadership experiences and career development of women. It acts as a platform for attracting, retaining and advancing women in the organization, thereby becoming an Employer of Choice for Women.

• Working Mothers of Abbott (WMA) : WMA is an

employee resource group launched in Abbott India in 2022 to provide working mothers an avenue to connect, support, share and learn from each other as they strongly navigate expectations of balancing work and motherhood.

• Happy Feet-Joy of Motherhood : Happy Feet is a program designed to support and provide a conducive work environment for our women employees as they step into the phase of motherhood. The document is shared with women employees who are expecting and also provide details of preparing for maternity leave and provide support before, during and after pregnancy.

• ASCENT-Abbott Second Careers Engagement Program : This program aims to strengthen our diversity commitment by providing second career opportunity to veterans and women returning from career breaks. ASCENT aims at empowering these professionals with relevant opportunities and providing the required support and flexibility to ensure a seamless transition.

• Unconscious Bias Training for all Managers: Building individual awareness of unconscious bias and their understanding of its impact at work.

• Wo-Mentoring Program : One of our key focus is the development of our key women talent and creating women leaders across levels. Our Wo-Mentoring program provides an accelerated development experience through a mentoring opportunity for identified key women talent over a nine-month mentoring program. The Wo-mentoring program which started in our head office, now extends to manufacturing and sales employees. We have mentored 200 women employees so far and of these 40% have had a role rotation, promotions and transfers.

• Empower: As a part of this initiative, women employees receive exposure to best-in-class expert workshops/ curated session as well as content that includes theme specific webinars, videos, articles and podcasts to sharpen and enhance their leadership skills like networking, building personal brands, resilience mindset, etc.

• Avenue : Avenue is an offering designed to support women during any relocation requirement due to a change in personal circumstances.

• Early Career Network : This employee resource group set up in India has been launched with the purpose to help our early career professionals explore the mammoth organization that Abbott is, engage and network with leaders and diverse talent across the organization. The aim is to help these individuals evolve as professionals resulting in long and meaningful careers with Abbott.

• Abbott Disability Network : To be a best-in-class network supporting people of all abilities within Abbott. We empower people with disabilities to reach their fullest career potential. We create a culture of understanding, awareness, advancement and advocacy for individuals with disabilities through education, training, outreach, volunteer events and collaboration.

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. This training also forms part of the new Employee Orientation program.

During the year 2022-23, all the employees have undergone and completed the aforesaid mandatory training program.

1 complaint was received by the Company/ICC during the year, under the aforesaid Act and the same was 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 Global EHS Excellence award for upgrading occupational health and fire protection facilities at site.

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, Abbott's EHS technical standards, firefighting, hazardous chemical and waste handling, Slip/Trip/Fall, Machine Guarding, Material Handling and emergency preparedness.

State of art centralized dust collection system is provided in the manufacturing facility which removes the dust generated during the process thus preventing employees from dust exposure. The dust which is also explosive in nature is vented out effectively with this dust collection unit as this system by design has features to protect the equipment and area around in event of explosion. Thus, ensuing safety of personnel and workplace in event of dust explosion.

Automatic sprinkler system is installed in raw material, packing material and finished goods store, thus providing 100% sprinkler coverage to entire warehouse which is the most expensive block at site. In event of fire the sprinklers will automatically get activated, extinguish the fire and also to prevent the spread of fire in adjacent areas, thus providing protection even during non-working hour. Total 25% of sites built up area has coverage of automatic sprinklers system.

Hazardous Area Classification (HAC) study was carried out for Plants where the chemical Flash Point (FP) is less than 65? C as per IS5572/2009 (Class A and B liquids). Hence all plants/areas where any chemical stored/handled has a FP less than 65? C will be considered for this Hazardous Area Classification Study. Chemicals handled above their flash point were also included, as they are considered as flammable at elevated temperatures above their flash point.

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:

• 100% of the sales employees completed the online defensive riding refresher training module;

• 611 new sales employees were trained virtually on defensive riding skills and behaviors and COVID-19 Safety guidelines and behaviors, within 60 days of joining;

• 639 new sales employees were provided with 2 helmets (one for self and one for the pillion rider) as a part of the joining kit;

• A new online defensive driving refresher training module will be rolled-out to all field employee. This module covers all the new risks that a driver faces post COVID-19.

To further enhance employee engagement on road safety and defensive riding, a series of initiatives like quizzes and creative competitions were rolled-out with good participation from employees.

Environment:

A responsibility towards the environment is part of Abbott's 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 2022-23 the effluent treatment plant was upgraded to next level by installing primary clarifier to remove solid particles and oil/grease. This will further improve the quality of treated water.

Multidisc screw press was introduced for sludge drying which is latest technology available in market. This helps in removing water from sludge at much faster rate and consumes 75% less power.

The transparent roofing sheet over sludge drying beds will prevent the ingress of rainwater during monsoon and also facilitates the sun drying of sludge. Hence efficient drying will reduce the total quantity of sludge generated which is disposed off as hazardous waste.

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, 60% of the waste is used for the beneficial purpose without undergoing any recycling process. Remaining 40% 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.

As a responsible organization, we collected and reprocessed 100% of plastic packaging. We entered into agreement with waste management agency for this purpose and collected and processed 2,000 MT 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, 2023 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 SOFTHE 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

Business Responsibility and Sustainability Report 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 pursuant to the requirements 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 (SSI and SS2) respectively relating to Meetings of Board, its Committees and General Meetings.

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 Company's operations in future.

The Company had received post-facto approval from the Department of Pharmaceuticals permitting the increase in foreign shareholding in excess of 75.11% from October 19,2012 to January 14, 2021, which was subject to compounding with the Reserve Bank of India for the contravention of applicable rules under the Foreign Exchange Management Act, 2000. The Company has filed the compounding application with the Reserve Bank of India and taking adequate steps in this regard.

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
Mumbai	Vivek V Kamath	Sudarshan Jain
May 19,2023	Managing Director	Director
	DIN: 06606777	DIN : 00927487