Your Directors are pleased to present the 38th Annual Report of your Company together with the audited accounts forthe financial year ended March 31, 2025.
(' in millions)
2024-25
2023-24
Revenue from operations
317,237
290,019
109,333
106,456
Profit Before Depreciation, Interest, Tax and Exceptional Items
71,730
63,832
28,857
28,401
Depreciation
16,494
15,217
2,972
2,546
Finance cost
4,572
2,897
2,300
1,826
Profit Before Tax
50,663
45,719
23,584
24,029
Provision for Tax
15,827
12,110
6,1 17
5,028
Net Profit After Tax
34,836
31 ,690
1 7,468
19,001
Net profit from discontinued operations
-
540
Other Comprehensive Income/ (Expense)
3,036
992
(53)
(17)
Total Comprehensive Income for the period
37,872
32,681
17,415
19,524
Considering the Buyback of shares for an aggregatevalue of '7,500 million during the year, the Company hasnot declared and paid any dividend during the financialyear 2024-25. In the previous financial year 2023-24, theCompany had declared and paid interim dividends of450% i.e., '4.50 per equity share of '1.
Pursuant to Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, top 1,000listed entities based on market capitalisation are requiredto formulate a Dividend Distribution Policy.The Board hasapproved and adopted the Dividend Distribution Policyand the same is available on your Company's website:https://www.aurobindo.com/api/uploads/disclosureunder regulation/Dividend-Distribution-Policy.pdf
Your Company is one of the leading generic pharmacompanies globally. Your Company is also the largestsupplier in the USA by prescription volume as per IQVIAdata for the year ending March 31, 2025.
On a standalone basis, your Company's revenue increasedby 2.7% to '109,333 million in FY25, as against '106,456million in the corresponding previous period. TheFormulations business increased by 5.8% to '102,993million. The API business witnessed a decline of 30.6% to'6,340 million primarily driven by transfer of API businessto Apitoria in H2FY24. Profit Before Depreciation, Interest,
Tax and Exceptional Items for FY25 increased by 1.6% to'28,857 million, compared to '28,401 million in FY24. ProfitBeforeTax for the year declined by 1.9%%Y-o-Y to '23,584million. Your Company's Net Profit After Tax (before OtherComprehensive Income) decreased by 10.8% to '17,415million as against '19,524 million in FY24.
On a consolidated basis, the revenue increased by 9.4%to '317,237 million.The formulations business (excludingPuerto Rico) increased by 12.2% to '273,882 million from'244,191 million in the corresponding previous period.The Active Pharmaceutical Ingredients (APIs) businessposted a growth of 1.9% to '43,229 million vs. '42,405million in FY24. Profit Before Depreciation, Interest, Taxand Exceptional Items stood at '71,730 million, witnessinga 12.4% increaseY-o-Y. Profit BeforeTax for the year stoodat '50,663 million, compared to '45,719 million in theprevious year. Your Company reported a Net Profit AfterTax (before Other Comprehensive Income) of '34,836million in FY25, vs. '31,690 million in FY24. The DilutedEarnings Per Share (reported) stood at '59.81 in FY25,compared to '54.16 in FY24.
The US is the largest market for your Company andaccounted for 46.7% of the total revenue. US revenueincreased by 6.8% to '148,156 million. Your Companylaunched 33 products in FY25. Your Company's marketshare by prescription volume (IQVIA TRX) in the US,for the quarter ending March 2025 stands at 10.6%,
positioning your Company as the largest genericpharmaceutical player.
Your Company continues to strengthen its pipeline forthe global markets including the US market. As on March31, 2025, your Company filed 861 Abbreviated New DrugApplications (ANDAs) on a cumulative basis. Of thetotal count, 690 have received final approvals and 29received tentative approvals and 142 ANDAs are currentlyunder review.
Your Company's revenue in its Europe formulationsbusiness was '83,559 million in FY25 compared to '71,633million in FY24.
Your Company now operates in ten countries in EU/UK andis present across multiple channels including pharmacy,hospital and tender business.
The ARV formulations business stood at '10,367 millionin FY25, increased by 19.4% compared to '8,681 millionin FY24.
Growth Markets segment, including Brazil, Canada,Columbia and South Africa and others, grew by 26.3%Y-o-Y to '31,800 million.
FY25 saw growth across the businesses mainly driven byvolume gains and new product launches. The businessgrew despite the challenging geo-political environmentleading to soaring inflation and supply chain disruptions.Your Company's efforts in building a resilient supplychain through its backward integration efforts, expandingmanufacturing footprint through commercialization ofnew plants, diversifying product portfolio and improvingoperational efficiency helped it to navigate the challengesand deliver continued strong performance.
Your Company made significant progress in advancing thebiosimilar programs during the year with two biosimilarsreceiving approval from the European Medicines Agency(EMA), one biosimilar receiving approval from theMedicines and Healthcare Products Regulatory Agency(MHRA) in the UK. Further The Committee for MedicinalProducts for Human Use (CHMP) at the EMA has adopteda positive opinion for our trastuzumab biosimilar, withmarketing approval anticipated in mid-2025. Throughcontinued focus on R&D, the Company has advancedthe complex product portfolio and further enhanced thecapacity for commercialisation.
Your Company maintains its strong position in the keygeographies of the US and Europe and is poised to growthrough new launches and increasing access. In the US,your Company has filed 861 ANDAs till March 31,2025, withestimated total market potential of US$ 188 billion as perIQVIA data. Out of the total ANDAs filed, 690 have receivedfinal approval, while 171 ANDAs are in different stages of
the review process. During the year, your Company filed 31ANDAs with the US FDA, including 6 ANDAs for specialtyproducts, and received final approvals for 31 productsincluding 3 for specialty products.
For the Europe market, your Company now has operationsin ten countries with full-fledged pharmacy, hospital andtender sales infrastructure. It now ranks amongst the top10 generic pharmaceutical companies in 8 countries ofEurope. Your Company aims to expand its market shareand grow through new launches.
Your Company preserved its ARV market dominance thisyear by leveraging the multi-year supply contracts withGlobal Fund, PEPFAR and South Africa businesses. Despiteprice erosion, efficient capacity utilisation and award ofNew/Supplementary contracts have been a key factor inmaintaining a leading position in the Dolutegravir-basedregimen which is the standard therapy for HIV
Your Company continues to focus on the Growth Marketsexpansion with new launches, market share expansionand foray into the new geographies. During the year,your Company has commercialized the manufacturingfacility in Taizhou, China with an initial capacity of around2 billion units. Moreover, in China, the Company hasreceived 15 approvals till March 31, 2025, which will bemanufactured in units in India. In Canada, your Companyhas 214 approved products while 55 products are awaitingfinal approval as at the end of FY25.
Your Company remains committed to providingaffordable, high-quality medicines to positively impactpatients worldwide.
Aurobindo Pharma's overall R&D set-up includes 9 centres(5 in Hyderabad, 4 in US) and a dedicated team of morethan 1,500 world class scientific experts who continue todrive a relentless pursuit of excellence.
The state-of-the-art laboratories, advanced equipment,and modern technologies provide a conduciveenvironment for conducting experiments, analysis, andformulation development.
The Company's R&D expenditure stood at '1,622 crore(5.1% of revenue) in FY25 and at '1,471 crore (5.1% ofrevenue) in FY24.
Your Company's R&D efforts are aimed towardsdeveloping biosimilars, generic APIs, genericformulations including orals, injectables, complexproducts like inhalers, nasal sprays, depot injectionsand transdermal patches. Your Company's focus onSpecialty Drug Delivery System (SDDS) demonstratesits commitment to delivering novel solutions thataddress unmet medical needs.
Your Company's focus on capability development hascontributed significantly to the success in submitting DrugMaster Diles (DMFs), Abbreviated New Drug Applications(ANDAs) and formulation dossiers. During the year, yourCompany has filed 31 ANDAs and received approvals for31 ANDAs.
This year, the CuraTeQ team successfully completeda Phase I clinical study for our denosumab biosimilar,demonstrating pharmacokinetic similarity to thedenosumab products approved in the EU and US.Furthermore, our four biosimilars currently in globalPhase III clinical trials have made significant progress, withrecruitment completed for three of the products. Amongthese, the denosumab and omalizumab biosimilars arepoised to enter the filing phase in FY2026. The PhaseIII studies for tocilizumab and denosumab to supportMarketing Authorization Application (MAA) filings in Indiahave been completed, with filings expected in mid-2025.
Environmental preservation has been critical to yourCompany, and it has assigned the highest level ofpriority across the units. To accomplish this sustainabilitygoal, we are leaning more towards renewable energy,improving the co-processing of hazardous waste, reusing/recycling 100% of non-hazardous waste, managing waterresources responsibly, and expanding green belts aroundour facilities. We have adopted the best standards ofresponsible manufacturing across our supply chain.
Health, safety, and well-being of our employees andassociates are a crucial material topic for us. We arecommitted towards instilling a healthy lifestyle anda safe working environment. Our EHS&S frameworkand management practices assure compliance whileprioritising product and process safety and safeguarding allemployees. Each manufacturing facility has departmentaland plant safety committee. Every month managementreview meetings are conducted which comprises topmanagement from corporate and representatives from allsites including site heads to examine safety performanceand streamline operational procedures critical to safetyrequirements. In addition to the above lean dailymanagement meetings are also conducted daily withsenior leadership team to track the actions for continuousimprovement. Health and safety training is provided toboth permanent and contractual workers, ensuring thatour team understands the significance of safe proceduresand guidelines.
Risk identification and assessments are undertaken aspart of the process before scaling up. Before commencingany chemical process in the manufacturing area, aHazard and Operability Study (HAZOP) is conducted.Qualitative and quantitative risk assessments are carried
out for establishing effective controls. Evaluation of safetyperformance through EHS score card is being carried onmonthly basis. This EHS score card provides insight tohelp an organisation to understand its safety performanceby evaluating on monthly basis based on Key PerformanceIndicators (KPI) identified. Inter unit audits are conductedfor gap assessments and performance improvement.Regular knowledge sharing sessions are conducted forsharing best practices among the manufacturing facilities.
As a healthcare service provider, the Company ispartnering with 'The Access to Medical Foundation,'which is monitoring what the 30 most active firms inantimicrobial R&D and production are doing to combatantibiotic resistance.
We participated in The Antimicrobial ResistanceBenchmark 2018, 2020 and 2021. The Company is also amember of the 'AMR Industry Alliance,' which is drivingantimicrobial resistance progress via common objectivesand commitment to increase access to high-qualityantimicrobial products, encourage responsible usage, andreduce environmental concerns. We participated in AMRIndustry Alliance Survey report 2020, 2021,2022 and 2023.
• HR Leader of the Year for Large scale organisationsat the prestigious Economic Times Human Capital(ETHC) Awards 2025
• Innovation in Training for Manufacturing ExcellenceAwards at the Pharma Manufacturing & AutomationExcellence Awards 2024.
• Eugia - I won the "Special Recognition Award'' atthe 11th CII Telangana State Level Quality CircleCompetition for Case Study on OSD Throughput Improvement Project on 26th September. Theteam now moves to Southern Region, next levelof competition.
• Eugia SEZ won "Silver Award" out of 46 Competitorsacross all industries for case study on YieldImprovement Project in Quality Circle Forum of India(QCFI)-Kaizen competition on 27th November 2024.
• Eugia- I won "Silver Award" out of 46 Competitorsacross all industries for the case study of OSDthroughput Improvement Project in Quality CircleForum ofIndia (QCFI)- Kaizen competition on 27thNovember 2024.
• Unit- XV won 'Special Recognition Award' atthe CII state level Kaizen Competition for WaterConservation & Recycling Project: A Step towardsSustainable Future on 22nd November 2024.
• Merit Award at NIPM National HR Excellence Awardsfor Eugia Pharma Specialities Limited
• Special Recognition award at the National Level13th Annual Kaizen Congress at Pune for casestudy on Institutionalisation of TWI Training WithinIndustry to achieve business results through rapidmanpower skills.
• CE Worldwide have organized 166th Corporate RealEstate & Facilities Management 2024 HyderabadLeadership Award Conference held on 28th June 2024at Hyderabad.
• Excellent Energy Efficient Unit & Most InnovativeProject, during the event of National Energy Awards- 2024 conducted by CII from 10-12 September 2024
• 9th CII National 5S Excellence Awards 2024-DiamondRating in Pharmaceutical & FMCG Category
As per the provisions of Section 129 of the Companies Act,2013 read with the Companies (Accounts) Rules 2014, aseparate statement containing the salient features of thefinancial statements of Subsidiary companies/Associatecompanies/Joint ventures is detailed in Form AOC-1 andis in Annexure-1 to this Report.
The Company has formulated a Policy for determiningMaterial Subsidiaries. The Policy is available on theCompany's website and can be accessed at https://www.aurobindo.com/investors/disclosures-under-regulation-46/policy-material-subsidiary
During the year, the following changes were implementedin the subsidiaries / JVs of the Company:
Agile Pharma BV, The Netherlands, a wholly ownedstep-down subsidiary of the Company, acquired entireshare capital of Ace Laboratories Limited, UK, and madeit a wholly owned subsidiary of Agile Pharma BV, TheNetherlands effective from July 1, 2024.
The Company acquired the balance 49% equity sharecapital of GLS Pharma Limited, India, and made it 100%wholly owned subsidiary of the Company.
Aurogen South Africa (Pty) Ltd., (Aurogen), a whollyowned step-down subsidiary of the Company in SouthAfrica, has entered into an agreement with NovabeeProprietary Limited, to sell and dispose of the entire 50%shares held by Aurogen in Novagen Pharma (Pty) Ltd.,(Novagen), South Africa, a joint venture company. Thetransaction was completed on October 4, 2024. After the
said disposal of 50% shares in Novagen, Novagen ceasedto be the joint venture company of Aurogen.
Aurogen South Africa (Pty) Ltd., (Aurogen), a wholly ownedstep-down subsidiary of the Company in South Africa,has entered into an agreement with Rene Glyne Familytrust to sell and dispose of the entire 24.5% shares heldby Aurogen in Novagen BBBEE Invest Co (Pty) Limited, ajoint venture of Aurogen. After disposal, Aurogen ceasedto be the joint venture partner of Novagen BBBEE InvestCo (Pty) Limited.
Aurex B.V. The Netherlands, a wholly owned step-downsubsidiary, merged with other subsidiary, AurobindoPharma B.V. The Netherlands, anther wholly owned step-down subsidiary, during the year.
The Company purchased entire 80% equity share capitalof Tergene Biotech Limited, a step-down subsidiary ofthe Company, held by Auro Vaccines Private Limited, awholly owned stepdown subsidiary of the Company onFebruary 28, 2025 and made Tergene Biotech Limited adirect subsidiary of the Company.
Theranym Biologics Private Limited, a wholly ownedsubsidiary of the Company ("Theranym") has allotted2,041 equity shares (2% of the post allotment equityshare capital of Theranym) of '10/- each to Dr. SatakarniMakkapati on preferential basis on December 11, 2024.Post allotment, Theranym ceased to be a wholly ownedsubsidiary of the Company and continues as a subsidiaryof the Company.
CuraTeQ Biologics Private Limited, a wholly ownedsubsidiary of the Company ("CuraTeQ") has allottedCompulsory Convertible Preference Shares (CCPSs)to Dr. Satakarni Makkapati which will entitle him to 2%equity share capital post conversion of such CCPSsand on conversion, CuraTeQ will cease to be a whollyowned subsidiary of the Company and will continue as asubsidiary of the Company.
Aurogen South Africa (Pty) Limited, South Africa, a whollyowned step-down subsidiary of the Company, entered intoagreement with the shareholders of Purple Bellflower(Pty) Limited, South Africa, a joint venture company, topurchase entire shares held by other joint venture partnersand make Purple Bellflower (Pty) Limited a wholly ownedsubsidiary of Aurogen South Africa (Pty) Ltd, and alsoAurobindo Pharma (Pty) Limited, South Africa, a whollyowned subsidiary of Aurogen South Africa (Pty) Limited.The transaction was completed on April 30, 2024.
Consolidated Financial Statements have been preparedby the Company in accordance with the Indian AccountingStandards (Ind AS) 110 and 111 as specified in theCompanies (Indian Accounting Standards) Rules, 2015and as per the provisions of the Companies Act, 2013.
The Company has placed separately, the audited accountsof its subsidiaries on its website https://www.aurobindo.com/investors/disclosures-under-regulation-46/financials-subsidiaries in compliance with the provisions of Section136 of the Companies Act, 2013. Audited financialstatements of the Company's subsidiaries will be providedto the Members, on request.
Pursuant to SEBI (Prohibition of Insider Trading)Regulations, 2015, as amended, ("SEBI PIT Regulations"),the Company has in place a Code of Conduct to regulate,monitor and report trading by the Designated Personsand a code of practices and procedures for fair disclosureof unpublished price sensitive information. The code ofpractices and procedures for fair disclosure of unpublishedprice sensitive information has been made available onthe Company's website at https://www.aurobindo.com/investors/corporate-governance/code-of-practices-and-procedures-for-fair-disclosure.
During training sessions, all the employees and theDesignated Persons are informed about the regulatoryrequirements of these codes for creating awarenessamong them. Further, the Audit Committee reviews thecompliance with the provisions of SEBI PIT Regulationson a quarterly basis and also verify that the systems forinternal control are adequate and are operating effectively.
The Board of Directors have adopted the Whistle BlowerPolicy which is in compliance with Section 177(9) of theCompanies Act, 2013 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015.The Whistle Blower Policy aims to conduct the affairsin a fair and transparent manner by adopting the higheststandards of professionalism, honesty, integrity, andethical behaviour. All permanent employees and Whole¬time Directors of the Company are covered under theWhistle Blower Policy.
Under Whistle Blower Policy, a mechanism has beenestablished for employees to report their concernsabout unethical behaviour, actual or suspected fraud orviolation of the Code of Conduct and Ethics, and leak ofprice-sensitive information under the Company's Codeof Conduct formulated for regulating, monitoring, andreporting by Insiders under SEBI (Prohibition of InsiderTrading) Regulations, 2015, as amended from time totime. It also provides for adequate safeguards against thevictimisation of employees who avail of the mechanismand allows direct access to the Chairperson of the AuditCommittee in exceptional cases. During the year, nocomplaints were reported under the Whistle Blower Policy.The Whistle Blower Policy is available on the Company'swebsite https://www.aurobindo.com/api/uploads/disclosure under regulation/Whistle%20Blower%20Policy-APL-New-March2024.pdf
Your Company has a policy and framework for employeesto report sexual harassment cases at the workplaceand the said process ensures complete anonymityand confidentiality of information. Your Companyhas constituted an Internal Complaints Committee incompliance with the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules there under.The Company has a policyon prevention and prohibition of sexual harassment atthe workplace. The policy provides for protection againstsexual harassment of women at the workplace and forthe prevention and redressal of such complaints. Duringthe year, the Company has not received any complaint.The Company has been conducting regular awarenessprogrammes aimed at prevention of sexual harassment.
The Board and Committee meetings are prescheduled,and a tentative calendar of the meetings is created, inconsultation with the Directors. However, in case ofspecial and urgent business needs, approval is takenby passing resolutions through circulation. During theyear under review, six Board Meetings and six AuditCommittee Meetings were convened and held. Thedetails of the meetings including composition of theAudit Committee and other committees are provided inthe Corporate Governance Report. During the year, allthe recommendations of the Audit Committee and othercommittees were accepted by the Board.
Mr. K. Nithyananda Reddy, Vice Chairman & ManagingDirector, Mr. M. Madan Mohan Reddy, Whole-timeDirector, Mr. Santhanam Subramanian, Chief FinancialOfficer, and Mr. B. Adi Reddy, Company Secretaryare the Key Managerial Personnel of the Company inaccordance with the provisions of Section(s) 2(51), and203 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014.
None of the Directors of the Company are disqualifiedunder the provisions of the Companies Act, 2013 (the "Act")or under the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (the "SEBI ListingRegulations"). All Independent Directors have providedconfirmations as contemplated under section 149(7) ofthe Act. As required by the SEBI Listing Regulations, acertificate from a Company Secretary in practice, thatnone of the Directors on the Board of the Company hasbeen debarred or disqualified from being appointed orcontinuing as Directors of company by SEBI, Ministry ofCorporate Affairs or any such statutory authority, formspart of Corporate Governance Report as Annexure-A.
Changes in Board of DirectorsDuring the year and upto the date of this report,the members approved the appointment /reappointment of the following Directors
The members of the Company at their 37th AnnualGeneral Meeting held on August 29, 2024 re-appointedMr. K. Nithyananda Reddy as Vice Chairman & ManagingDirector and Mr. M. Madan Mohan Reddy as Whole-timeDirector, for a period of three years with effect from June1, 2024.
The members of the Company at their 37th AnnualGeneral Meeting held on August 29, 2024 approved thecontinuation of Mr. P.V.Ramprasad Reddy, as non-executivedirector whose term shall not be liable to determination byretirement of directors by rotation, subject to approval ofthe members at least once in every five years
The members of the Company through postal ballotapproved the re-appointment of Mr. Santanu Mukherjee(DIN: 07716452) as an Independent Director of theCompany, not liable to retire by rotation, to hold office fora second term of 5 (Five) consecutive years commencingfrom February 9, 2025 to February 8, 2030.
As per the provisions of the Companies Act, 2013,Mr. P. Sarath Chandra Reddy and Dr. Satakarni Makkapatiwill retire as Directors at the ensuing Annual GeneralMeeting and being eligible, seek re-appointment. TheBoard recommends their reappointment for the approvalof the shareholders of the Company.
During the year, the following directors resigned/retired from the Board:
Mrs. Savita Mahajan (DIN 06492679) retired as anIndependent Director of the Company on close of businesshours of December 15, 2024, upon completion of hersecond term as an Independent Director of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013,your Directors confirm that:
a. in the preparation of the annual accounts, theapplicable accounting standards have been followedalong with proper explanation relating to materialdepartures, if any;
b. appropriate accounting policies have been selectedand applied consistently. Judgement and estimateswhich are reasonable and prudent have been madeso as to give a true and fair view of the state of affairsof your Company as at the end of the financial yearand of the profit of your Company for the year;
c. proper and sufficient care has been taken for themaintenance of adequate accounting records inaccordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of yourCompany and for preventing and detecting fraud andother irregularities;
d. the annual accounts have been prepared on an on¬going concern basis;
e. proper internal financial controls have been laid downto be followed by your Company and such internalfinancial controls are adequate and are operatingeffectively; and
f. proper systems to ensure compliance with theprovisions of all applicable laws have beendevised, and such systems are adequate and areoperating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors have submitted the declarationof independence stating that they meet the criteria ofindependence as provided in sub-section (6) of Section149 of the Companies Act, 2013 as well as clause (b) ofsub-regulation (1) of Regulation 16 of the SEBI ListingRegulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) andconfirmed that they have registered their names in theIndependent Directors' Data bank. In terms of Regulation25(8) of the SEBI Listing Regulations, the IndependentDirectors have confirmed that they are not aware ofany circumstance or situation, which exist or may bereasonably anticipated, that could impair or impact theirability to discharge their duties.
BOARD DIVERSITY
The Company recognises and embraces the importanceof a diverse Board in its success. The Board has adoptedthe Board Diversity Policy which sets out with an approachto diversify the Board of Directors. The Board DiversityPolicy is available on the Company's website: https://www.aurobindo.com/api/uploads/Policy-on-Board-Diversity.pdf
BOARD EVALUATION
SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 mandate that the Board shallmonitor and review the Board evaluation framework.The Companies Act, 2013 states that a formal annualevaluation needs to be conducted by the Board of its ownperformance and that of its committees and individualDirectors. Schedule IV of the Companies Act, 2013 statesthat the performance evaluation of Independent Directorsshall be conducted by the entire Board of Directors,excluding the Director being evaluated.
The Annual Performance Evaluation was conducted forall Board Members, for the Board and its Committees forthe financial year 2024-25. This evaluation was led by theNomination and Remuneration/Compensation Committeeof the Company. The Board evaluation framework has
been designed in compliance with the requirementsunder the Companies Act, 2013 and the SEBI ListingRegulations and in accordance with the Guidance Noteon Board Evaluation issued by SEBI.The Board evaluationwas conducted through questionnaires designed withqualitative parameters and feedback based on ratings.
Evaluation of Committees was based on criteria such asadequate independence of each Committee, frequency ofmeetings and time allocated for discussions at meetings,functioning of Board Committees and effectiveness of itsadvice/recommendation to the Board, etc.
Evaluation of Directors was based on criteria such asparticipation and contribution in Board and Committeemeetings, representation of shareholders interest andenhancing shareholders value, experience, and expertiseto provide feedback and guidance to the top managementon business strategy, governance, risk and understandingof the organisation's strategy, etc.
POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION
The policy of the Company on Directors' appointmentand remuneration, including criteria for determiningqualifications, positive attributes, independence ofa director and other matters are adopted as per theprovisions of the Companies Act, 2013. The remunerationpaid to the Directors is as per the terms laid out in theNomination and Remuneration Policy of the Company.The Nomination and Remuneration Policy as adoptedby the Board is available on the Company's website:https://www.aurobindo.com/api/uploads/Remuneration-Policy-Feb2025.pdf
TRANSFER TO RESERVES
Your Company has not transferred any amount to reservesduring the year under review.
LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section186 of the Companies Act, 2013 form part of the Notes tothe financial statements provided in this Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES
All transactions entered with Related Parties for the yearunder review were on arm's length basis and in the ordinarycourse of business. All Related Party transactions arementioned in the Notes to the Financial Statements. TheCompany has developed a framework through StandardOperating Procedures for the purpose of identification andmonitoring of such Related PartyTransactions. A statementgiving details of all Related Party Transactions are placedbefore the Audit Committee and the Board for review andapproval. The policy on Related Party Transactions, asapproved by the Board of Directors, has been uploaded
on the website of the Company https://www.aurobindo.com/api/uploads/RPT%20Policy-May2025.pdf
The particulars of contracts or arrangements with RelatedParties referred to in sub-section (1) of Section 188 ofthe Companies Act, 2013 is prepared in Form No. AOC-2pursuant to clause (h) of sub-section (3) of Section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules,2014 and is in Annexure-2 to this Report.
There were no materially significant Related PartyTransactions which could have potential conflict with theinterests of the Company at large.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS &OUTGO
Information with respect to conservation of energy,technology absorption, foreign exchange earnings &outgo pursuant to Section 134(3)(m) of the Act read withthe Companies (Accounts) Rules, 2014 is in Annexure-3to this Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31,2025,is available on the Company's website and can be accessedat: https://www.aurobindo.com/investors/disclosures-under-regulation-46/annual-returns
RISK MANAGEMENT COMMITTEE
Risk Management Committee of the Company consistsof two Independent Directors viz. Mr. Girish PamanVanvari as Chairman and Mr. Santanu Mukherjee andone executive director viz. Mr. M Madan Mohan Reddyas members as on March 31, 2025 and the details of themeetings including composition and terms of referenceof the Risk Management Committee are provided in theCorporate Governance Report.
The Company has established a separate departmentto monitor the enterprise risk and for its management.The Committee had formulated a Risk ManagementPolicy for dealing with different kinds of risks which theCompany faces in its day-to-day operations. The RiskManagement policy of the Company outlines a frameworkfor identification of internal and external risks specificallyfaced by the Company, in particular including financial,operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security risks, or any otherrisk as may be determined by the Committee; measuresfor risk mitigation including systems and processes forinternal control of identified risks; and Business continuityplan. Risk is an integral part of the Company's business,and sound risk management is critical to the success ofthe organisation. The Company has adequate internalfinancial control systems and procedures to combat therisk. The risk management procedure is reviewed by theAudit Committee and Board of Directors on a regular basis
at the time of review of the quarterly financial results of theCompany. A report on the risks and their management isenclosed as a separate section forming part of this report.
Pursuant to Section 139 (2) of the Companies Act, 2013,read with Companies (Audit and Auditors) Rules, 2014, theCompany at its 35th Annual General Meeting (AGM) heldon August 2, 2022, had appointed M/s. Deloitte Haskins &Sells, Chartered Accountants, as Statutory Auditors of theCompany for a period of 5 years i.e. up to the conclusion ofthe 40th AGM to be held in the year 2027.The Auditors haveconfirmed that they are not disqualified from continuingas Auditors of the Company.
The Statutory Auditors' report forms part of the AnnualReport. The notes on financial statements referred to inthe Auditors' Report are self-explanatory and do not callfor any further comments. There are no specifications,reservations, adverse remarks on disclosure by thestatutory auditors in their report. They have not reportedany incident of fraud to the Audit Committee of theCompany during the year under review.
Ernst &Young LLP are the Internal Auditors of the Companyand to maintain its objectivity and independence, theInternal Auditors report to the Chairman of the AuditCommittee. The scope and authority of the Internal Auditfunction is clearly defined by the Audit Committee ofthe Board. The Internal Auditors monitor and evaluatethe efficacy and adequacy of the internal control systemof the Company, its compliance with applicable laws/regulations, accounting procedures and policies. Basedon the reports of the Internal Auditors, corrective actionswill be undertaken, thereby strengthening the controls.Significant audit observations and action plans werepresented to the Audit Committee of the Board on aquarterly basis.
During the year under review, in accordance with Section148(1) of the Act, your Company has maintained theaccounts and cost records, as specified by the CentralGovernment. M/s. EVS & Associates, Cost Accountants,Hyderabad, the Cost Auditors, are in the process ofcarrying out the cost audit for applicable products duringthe financial year 2024-25. Pursuant to Section 148 of theCompanies Act, 2013 read with the Companies (Audit andAuditors) Rules, 2014 and the Companies (Cost Recordsand Audit) Rules, 2014, the Company is maintaining thecost records as its business is covered under the regulatedsector viz. drugs and pharmaceuticals. Audit of theCompany's cost records is not applicable for the financialyear 2025-26 since the Company's revenues from exports,in foreign exchange, exceed 75% of its total revenues.
The internal financial controls (IFC) frameworkinstitutionalised in Aurobindo has been evaluated in-depthfor its adequacy and operating effectiveness, whereinthe Company has covered financial reporting controls,operational controls, compliance-related controls and alsoInformationTechnology (IT) controls, comprising IT generalcontrols (ITGC) and application-level controls. The ITGCwould include controls over IT environment, computeroperations, access to programmes and data, programmedevelopment and programme changes. The applicationcontrols would include transaction processing controls inERP Oracle system which supports accurate data input,data processing and data output, workflows, reviews andapprovals as per the defined authorisation levels.
To further strengthen the existing IFC framework andsupport the growing business, the Company has redefinedall the process level controls at activity level which hasbrought in more clarity and transparency in day-to-dayprocessing of transactions and in addressing any relatedrisks. All the controls so redefined and identified havebeen properly documented and tested with the helpof an independent auditor to ensure their adequacyand effectiveness.
The Internal Auditors conduct 'Process & control review'on a quarterly basis as per the defined scope and submitthe audit findings along with management comments andaction taken reports to the Audit Committee for its review.
The IFC framework at Aurobindo ensures the following:
• Establishment of policies and procedures, assignmentof responsibility, delegation of authority, segregationof duties to provide a basis for accountabilityand controls;
• Physical existence and ownership of assets at aspecified date;
• Enabling proactive anti-fraud controls and a riskmanagement framework to mitigate fraud risks tothe Company;
• Recording of all transactions occurred during a specificperiod. Accounting of assets, liability, and revenueand expense components at appropriate amounts;
• Preparation of financial information as per thetimelines defined by the relevant authorities.
These controls cover the policies and proceduresadopted by the Company for ensuring the orderly andefficient conduct of its business including adherence tothe Company's policies, safeguarding of its assets of theCompany, prevention and detection of its frauds and errors,
accuracy and completeness of accounting records andtimely preparation of reliable financial information. TheCompany has an internal control system, commensuratewith the size, scale and complexity of its operation.
Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, theCompany has appointed Mr. A. Mohan Rami Reddy, a Peerreviewed Company Secretary in Practice, to undertakethe secretarial audit of the Company for the financial year2024-25.The Secretarial Audit Report issued in form MR-3is in Annexure- 4 of this Report.
As per regulation 24A(1) of the SEBI Listing Regulations,your Company is required to annex a secretarial auditreport of its material unlisted subsidiary companiesincorporated in India to its Annual Report. Accordingly, theSecretarial Audit Reports for the Financial Year 2024-25 ofAPL Healthcare Limited, Apitoria Pharma Private Limitedand Eugia Pharma Specialities Limited, the materialsubsidiaries incorporated in India, are annexed along withAnnexure-4 of this report.
There are no qualifications, reservations or adverseremarks in the Secretarial Audit Report. Also, pursuantto Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Companyhas obtained the Annual Secretarial Compliance Reportfrom a Practicing Company Secretary who has been peerreviewed by the Institute of Company Secretaries of Indiaand submitted the same to stock exchanges where theshares of the Company are listed.
Further, as per amended Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Company is required to appoint a SecretarialAuditor who has been peer reviewed by the Institute ofCompany Secretaries of India for a period of five years.TheBoard of Directors of the Company has in its meeting heldon May 26, 2025 recommended the appointment of M/s.MRR & Associates (Firm Regn. No.S2025TS1022400) whohas furnished a certificate of its eligibility and consent forappointment and has been peer reviewed by the Instituteof Company Secretaries of India as the Secretarial Auditorof the Company for a period of five years.
In compliance with Section 135 of the Companies Act, 2013read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014, the Company has establishedthe Corporate Social Responsibility Committee (CSRCommittee).
The Board, on the recommendation of the CSRCommittee, adopted a CSR Policy. The same is availableon the Company's website at https://www.aurobindo.com/
sustainability/csr-policy. The CSR objectives are designedto serve societal, local and national goals in the locationsthat we operate in, to create a significant and sustainedimpact on local communities.
The Company undertakes its CSR activities throughAurobindo Pharma Foundation, a wholly-ownedsubsidiary of the Company incorporated under Section 8of the Companies Act, 2013.
The CSR projects approved by the Board for the financialyear 2025-26 are available on the Company's websiteat https://www.aurobindo.com/sustainability/annual-action-plan. The Annual Report on Corporate SocialResponsibility as per Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules, 2014 is annexed asAnnexure - 5 to this Report.
The statement of particulars of appointment andremuneration of managerial personnel as required underSection 197(12) of the Companies Act, 2013 read with Rule5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is in Annexure-6 to thisReport.The statement containing particulars of employeespursuant to Section 197(12) of the Companies Act, 2013read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014is open for inspection at the Registered Office of theCompany during business hours on all working daysof the Company, up to the date of the ensuing AnnualGeneral Meeting. Any shareholder interested in obtainingsuch details may write to the Company Secretary ofthe Company.
In compliance with the provisions of the Companies Act,2013 and SEBI Listing Regulations, the Board, on therecommendation of the Nomination and Remuneration/Compensation Committee approved the Policy forSelection, Appointment of Directors, KMPs and SeniorManagement persons. The said Policy provides aframework to ensure that suitable and efficient successionplans are in place for appointment of Directors on theBoard and other management members. The Policyalso provides for selection and remuneration criteria forthe appointment of Directors and senior managementpersons. The Company affirms that the remuneration isas per the remuneration policy of the Company.
All properties and insurable interests of the Companyincluding building, plant and machinery and stockshave been fully insured. The Company has also takenD&O Insurance Policy covering Company's Directorsand Officers.
There are no material changes and commitments in thebusiness operations of the Company during the financialyear ended March 31, 2025, to the date of signing ofthis Report.
A separate section on Corporate Governance standardsfollowed by your Company, as stipulated under ScheduleV (C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is enclosed as a separatesection forming part of this report. The certificate of thePracticing Company Secretary, Mr. S. Chidambaram withregard to compliance of conditions of corporate governanceas stipulated under Schedule V(E) of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 is annexed to the Corporate Governance Report.
Management Discussion and Analysis Report for the yearunder review as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ispresented in a separate section forming part of this report.
Your Company has not accepted any deposits from thepublic within the purview of Chapter V of the CompaniesAct, 2013
Industrial relations at all units of the Company and itssubsidiaries have been harmonious and cordial.
The dividends that remained unpaid/unclaimed for aperiod of seven years, have been transferred on due datesby the Company to the Investor Education and ProtectionFund (IEPF) established by the Central Government.Section 124 of the Companies Act, 2013 read with theInvestor Education and Protection Fund Authority(Accounting, Audit,Transfer and Refund) Rules, 2016 ('theRules') mandates that companies shall apart from transferof dividend that has remained unclaimed for a period ofseven years in the unpaid dividend account to the IEPF,also transfer the corresponding shares with respect to thedividend, which has not been paid or claimed for sevenconsecutive years or more to IEPF.
Accordingly, the dividends that remain unclaimed forseven years and also the corresponding shares have beentransferred to IEPF account on due dates. The details ofamount of unclaimed unpaid dividend and correspondingshares transferred to IEPF during the financial year 2024¬25 have been provided in the AGM Notice.
Further, in accordance with the IEPF Rules, the Board ofDirectors have appointed Mr. B. Adi Reddy, CompanySecretary as Nodal Officer of the Company for the purposeof verification of claims of shareholders pertaining toshares transferred to IEPF and / or refund of dividend fromIEPF Authority and for coordination with IEPF Authority.The details of the Nodal Officer are available on thewebsite of the Company at https://www.aurobindo.com/api/uploads/unpaiddividendaccountdetails/Nodal-Officer-IEPF.pdf
During the financial year under review, there hasbeen no change in the Authorised Share Capital ofthe Company. During the year, the paid-up capitalreduced from 58,59,38,609 equity shares of ' 1 eachto 58,08,01,623 equity shares of ' 1 each on account ofbuyback of 51,36,986 equity shares of ' 1/- each from theshareholders of the Company. The paid-up share capitalof the Company as on March 31,2025, was ' 58,08,01,623divided into 58,08,01,623 equity shares of '1 each. TheCompany has not issued any shares, debentures, bondsor any convertible or non-convertible securities during thefinancial year under review.
A detailed Business Responsibility sustainability Report interms of the provisions of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 is available as a separate section in this Annual Report.
There was no significant material order passed by theRegulators or Courts or Tribunals that would impact thegoing concern status of the Company and its operationsin future.
The Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretariesof India, i.e., SS-1 and SS-2, relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively.
As per the approval by the Board of Directors at itsmeeting held on July 18, 2024, the Company boughtback 51,36,986 Equity Shares of ' 1 each, representingapproximately 0.88% of the total number of Equity Sharesin the paid-up share capital of the Company, at a priceof ' 1,460 per Equity Share for an aggregate amount of' 7,500 million excluding transaction costs, from all of theequity shareholders/ beneficial owners of the Company,
including the members of the Promoter & Promoter Groupon a proportionate basis through the Tender Offer route.
The buyback offer was opened on August 5, 2024 andclosed on August 9, 2024 and completed settlement ofbids by the Clearing Corporation/ BSE on August 19, 2024.The buyback was completed on August 19, 2024 and theshares were extinguished on August 22, 2024.
In accordance with Section 69 of the Companies Act,2013, as of March 31, 2025, the Company created 'CapitalRedemption Reserve' of ' 5.14 million equal to the nominalvalue of the shares bought back as an appropriation fromgeneral reserve.
During the year under review:
• no proceedings are made or pending under theInsolvency and Bankruptcy Code, 2016;
• no instance of one-time settlement with any Bank orFinancial Institution;
• no shares with differential voting rights and sweatequity shares have been issued; and
• there has been no change in the nature of businessof the Company.
The Company has obtained the Credit ratings from IndiaRatings & Research Private Limited, and it has assignedND AA /Stable/IND A1 on Rating Watch Evolving forCompany's fund based working capital facilities and NDA1 on Rating Watch Evolving for Company's non-fund-based working capital limits vide their letter dated March11, 2025.
Your directors are grateful for the invaluable contributionmade by the employees and are encouraged by thesupport of the customers, business associates, banks andgovernment agencies. The Directors deeply appreciatetheir faith in the Company and remain thankful to them.The Board shall always strive to meet the expectations ofall the stakeholders.
For and on behalf of the BoardMangalam Ramasubramanian Kumar
Place: Hyderabad Chairman
Date: May 26, 2025 DIN: 03628755