Pfizer Ltd. — Regulatory Filings 2024

May 27, 2024

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Pfizer Limited

The Capital, 1802/1901, Plot No. C - 70, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Tel : +91 22 6693 2000 Fax : +91 22 2654 0274

May 27, 2024

The Corporate Relationship Dept. The Manager, Listing Dept. BSE Limited The National Stock Exchange of India Ltd. 1[st] Floor, P.J.Towers Exchange Plaza, 5[th] Floor, Plot No. C/1, Dalal Street, Fort G Block Bandra-Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500680 Scrip Symbol: PFIZER

Dear Sirs,

Sub: Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular No. SEBI- CIR/CFD/CMD/1/27/2019 dated February 8, 2019, please find enclosed, Secretarial Compliance Report for the year ended March 31, 2024, issued by Mr. K. G. Saraf, Practicing Company Secretary.

Please take the above on record.

Thanking you,

Yours truly, For Pfizer Limited PRAJEET Digitally signed by PRAJEET NAIR NAIR Date: 2024.05.27 10:37:03 +05'30' Prajeet Nair

Director – Corporate Services & Company Secretary

Encl: A/a

CIN: L24231MH1950PLC008311 Email ID: contactus.india@pfizer.com Website: www.pfizerltd.co.in

Secretarial Compliance Report of Pfizer Limited For the Financial Year Ended 31[st] March 2024 (Pursuant to SEBI- CIR/CFD/CMD/1/27/2019 Dated February 8, 2019)

I have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Pfizer Limited (hereinafter referred as ‘the listed entity’), having its Registered Office at The Capital, 1802 / 1901, Plot No. C-70, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051. Secretarial Review was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that in my opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I Mr. K.G. Saraf, Practicing Company Secretary (FCS No. 1596, Certificate of Practice No. 642) have examined:

• (a) all the documents and records made available to us and explanation provided by Pfizer Limited ("the listed entity"),

• (b) the filings/ submissions made by the listed entity to the stock exchanges,

• (c) website of the listed entity,

• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31[st] March 2024 ("Review Period") in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable for the period under review)

• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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SECRETARIAL COMPLIANCE REPORT – PFIZER LIMITED 2024

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable for the period under review)

• (e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable for the period under review)

• (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible securities) Regulations, 2021; (Not applicable for the period under review)

• (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client ;

• (i) The Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018 ;

• (j) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable for the period under review)

and Circulars / Guidelines issued thereunder.

and based on the above examination, I hereby report that, during the Review Period:

• I.

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Regulation / Circular No	Deviations	Action taken by	Type of Action	Details of Violation	Fine	Observation s/ Remarks of the Practicing Company Secretary	Management	Remarks
							Amount		Response
-	-	-	-	-	-	-	-	-	-	-

• (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Regulation / Circular No	Deviations	Action taken by	Type of Action	Details of Violation	Fine	Observation s/ Remarks of the Practicing Company Secretary	Management	Remarks
							Amount		Response
-	-	-	-	-	-	-	-	-	-	-

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II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

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Sr. Particulars Compliance Observations/
No. Status Remarks by
(Yes/No/ NA) PCS
1. Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a NA NA
quarter of a financial year, the auditor before such resignation,
has issued the limited review/ audit report for such quarter; or
ii. If the auditor has resigned after 45 days from the end of a
quarter of a financial year, the auditor before such resignation,
has issued the limited review/ audit report for such quarter as
well as the next quarter; or
iii. If the auditor has signed the limited review/ audit report for
the first three quarters of a financial year, the auditor before
such resignation, has issued the limited review/ audit report
for the last quarter of such financial year as well as the audit
report for such financial year.
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed NA NA
entity/its material subsidiary to the Audit Committee:
a. In case of any concern with the management of the listed NA NA
entity/material subsidiary such as non-availability of
information / noncooperation by the management which
has hampered the audit process, the auditor has
approached the Chairman of the Audit Committee of the
listed entity and the Audit Committee shall receive such
concern directly and immediately without specifically
waiting for the quarterly Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with
respect to the proposed resignation, along with relevant
documents has been brought to the notice of the Audit
Committee. In cases where the proposed resignation is
due to non-receipt of information / explanation from the
company, the auditor has informed the Audit Committee
the details of information/ explanation sought and not
provided by the management, as applicable.
c. The Audit Committee / Board of Directors, as the case
may be, deliberated on the matter on receipt of such
information from the auditor relating to the proposal to
resign as mentioned above and communicate its views
to the management and the auditor.
ii. Disclaimer in case of non-receipt of information: NA NA
The auditor has provided an appropriate disclaimer in its audit
report, which is in accordance with the Standards of Auditing
as specified by ICAI / NFRA, in case where the listed entity/
its material subsidiary has not provided information as
required by the auditor.
3. The listed entity / its material subsidiary has obtained NA NA
information from the Auditor upon resignation, in the format as
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specified in Annexure-A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th October, 2019

III. I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

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Sr. Particulars Compliance Observations /
No Status Remarks by
(Yes / No / NA) PCS
1 Secretarial Standard Yes
The compliances of the listed entity are in accordance with the
applicable Secretarial Standards (SS) issued by the Institute of
Company Secretaries India (ICSI).
2 Adoption and timely updation of the Policies: Yes
� All applicable policies under SEBI Regulations are adopted
with the approval of board of directors of the listed entities
� All the policies are in conformity with SEBI Regulations
and has been reviewed & timely updated as per the
regulations/circulars/guidelines issued by SEBI
3 Maintenance and disclosures on Website: Yes
� The Listed entity is maintaining a functional website
� Timely dissemination of the documents/ information under
a separate section on the website
� Web-links provided in annual corporate governance reports
under Regulation 27(2) of Listing regulations are accurate
and specific which re-directs to the relevant document(s)/
section of the website
4 Disqualification of Director: Yes
None of the Director of the Company are disqualified under
Section 164 of Companies Act, 2013 as confirmed by the listed
entity.
5 Details related to Subsidiaries of listed entities have been examined NA The Company
w.r.t.: does not have
(a) Identification of material subsidiary companies any material
(b) Disclosure requirement of material as well as other subsidiaries
subsidiaries
6 Preservation of Documents: Yes
The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records as per
Policy of Preservation of Documents and Archival policy
prescribed under SEBI LODR Regulations, 2015
7 Performance Evaluation: Yes
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start of
every financial year as prescribed in SEBI Regulations
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8 Related Party Transactions: Yes
(a) The listed entity has obtained prior approval of Audit
Committee for all Related party transactions; or
��� The listed entity has provided detailed reasons along with
confirmation whether the transactions were subsequently
approved/ratified/rejected by the Audit Committee, in case
no prior approval has been obtained ��
9 Disclosure of events or information: Yes
The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBI LODR
Regulations, 2015 within the time limits prescribed thereunder.
10 Prohibition of Insider Trading: Yes
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015
11 Actions taken by SEBI or Stock Exchange(s), if any: Yes
No Actions taken against the listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock Exchanges (including
under the Standard Operating Procedures issued by SEBI through
various circulars) under SEBI Regulations and circulars/ guidelines
issued thereunder
12 Additional Non-compliances, if any: Yes
No additional non-compliance observed for any SEBI
regulation/circular/guidance note etc.
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Assumptions & Limitation of scope and Review:

• 1) Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

• 2) My responsibility is to certify based upon my examination of relevant documents and information. This is neither an audit nor an expression of opinion.

• 3) I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

• 4) This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For Saraf & Associates Practising Company Secretaries

Place : Mumbai Date : 17.05.2024 UDIN : F001596F000394758

KAMALAX Digitally signed by KAMALAX GANAPAYYA GANAPAYYA SARAF Date: 2024.05.17 19:58:26 SARAF +05'30' K.G. SARAF Proprietor FCS: 1596 | CP: 642 FRN. S1988MH004800 PR. 1003/2020

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