Your Directors are pleased to present the 39th Annual Report of your Company together with the audited accountsfor the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTSConsolidated and Standalone Financials
(' million)
Consolidated
Standalone
2025-26 |
2024-25
2025-26
Revenue from operations
3,36,531
3,17,237
1,11,717
1,09,333
Profit Before Depreciation, Interest, Tax and Exceptional Items
73,393
71,730
36,795
28,857
Depreciation
17,782
16,494
2,854
2,972
Finance cost
3,840
4,573
2,131
2,300
Profit Before Tax (Before Exceptional items)
51,772
50,663
31,810
23,585
Exceptional items
-
174
Profit Before Tax
31,636
Provision for Tax
16,089
15,827
7,488
6117
Net Profit After Tax
35,030
34,836
24,148
17,468
Net profit from discontinued operations
Other Comprehensive Income/ (Expense)
19,652
3,036
11
(53)
Total Comprehensive Income for the period
54,682
37,872
24,159
17,415 |
DIVIDEND
Your Company has paid an interim dividend of 400%i.e., ' 4.00 per equity share of Re.1 for the financial year2025-26. No dividend was paid during the financial year2024-25 however the Company bought back shares foran aggregate value of ' 7,500 million.
Pursuant to Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, top 1,000 listed entities based on marketcapitalisation are required to formulate a DividendDistribution Policy.The Board approved and adopted theDividend Distribution Policy and the same is available onyour Company's website:https://www.aurobindo.com/investors/disclosures-under-regulation-46/dividend-distribution-policies
PERFORMANCE REVIEW:
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, 2026.
On a standalone basis, your Company's revenueincreased by 2.2% to ' 111,717 million in FY26, asagainst ' 109,333 million in the corresponding previous
period.The Formulations business increased by 5.7% to' 105,802 million. Profit Before Depreciation, InterestTaxand Exceptional Items for FY26 increased by 27.5% to' 36,795 million, compared to ' 28,857 million in FY25.Profit Before Tax for the year increased by 34.1% Y-o-Yto ' 31,636 million. Your Company's Net Profit After Tax(before Other Comprehensive Income) increased by38.2% to ' 24,148 million as against ' 17,568 millionin FY25.
On a consolidated basis, the revenue increased by6.1% to ' 336,531 million. The formulations business(excluding Puerto Rico) increased by 8.1% to ' 296,060million from ' 273,882 million in the correspondingprevious period. The Active Pharmaceutical Ingredients(APIs) business posted a decline of 6.4% to ' 40,469million vs. ' 43,229 million in FY25. Profit BeforeDepreciation, Interest, Tax and Exceptional Items stoodat ' 73,393 million, witnessing a 2.3% increase Y-o-Y.Profit Before Tax for the year stood at ' 51,119 million,compared to ' 50,663 million in the previous year. YourCompany reported a Net Profit After Tax (before OtherComprehensive Income) of ' 35,030 million in FY26, vs.' 34,836 million in FY25.The Diluted Earnings Per Share(reported) stood at ' 60.34 in FY26, compared to ' 59.81in FY25.
The US is the largest market for your Company andaccounted for 43% of the total revenue. US revenuedecreased marginally by 2.7% to ' 144,083 million.YourCompany launched 42 products in FY26.Your Company'smarket share by prescription volume (IQVIA TRX) in theUS, for the MAT (Moving Annual Total) ending March2026 stands at 10.5%, positioning your Company as thelargest generic pharmaceutical player.
Your Company continues to strengthen its pipelinefor the global markets including the US market. As onMarch 31, 2026, your Company filed 888 AbbreviatedNew Drug Applications (ANDAs) on a cumulative basis.Of the total count, 728 have received final approvalsand 35 received tentative approvals and 125 ANDAs arecurrently under review.
Your Company's revenue in its Europe formulationsbusiness was ' 103,513 million in FY26 reporting astrong growth of 23.4% compared to ' 83,559 millionin FY25.
Your Company now operates in ten countries in EU/UK and is present across multiple channels includingpharmacy, hospital and tender business.
The ARV formulations business stood at ' 13,838 millionin FY26, increased by 33.5% compared to ' 10,367million in FY25.
Growth Markets segment, including Brazil, Canada,Columbia and South Africa and others, grew by 10.0%Y-o-Y to ' 34,986 million
OUTLOOK:
FY26 witnessed stable performance across theCompany's businesses and markets, supported bysustained demand, operational resilience and continuedexecution of strategic priorities. The Europe businessachieved a significant milestone with revenues crossingthe EUR 1 billion mark, reflecting the strength of theCompany's diversified portfolio and market presence.During the year, the Company further strengthenedits integrated manufacturing network with the Pen-Gand 6-APA facilities achieving operational stability,reinforcing backward integration initiatives andsupply chain reliability, while ongoing ramp-up acrossnewly commercialised plants continued to enhancemanufacturing capabilities and operational efficiencies.With stable performance across markets and businesses,continued focus on execution excellence, portfolioexpansion and manufacturing integration, the Companyremains well positioned to pursue sustainable long-termgrowth amidst evolving global market dynamics.
Your Company made significant progress in advancingthe biosimilar programs during the year with twobiosimilars receiving approval from the EuropeanMedicines Agency (EMA) and, one biosimilar receiving
approval from Health Canada. Through continued focuson R&D, the Company has advanced the complexproduct portfolio.The Company is also developing state-of-the-art infrastructure to enable commercial-scaleproduction of multiple biosimilars, thereby enhancingexisting mammalian and microbial drug substancemanufacturing capacities, as well as fill-and-finishoperations for pre-filled syringes and vials.
Your Company maintains its strong position in the keygeographies of the US and Europe and is poised togrow through new launches and increasing access. Inthe US, your Company has filed 888 ANDAs till March31, 2026, with estimated total market potential of US$192 billion as per IQVIA data. Out of the total ANDAsfiled, 728 have received final approval, while 160 ANDAsare in different stages of the review process. Duringthe year, your Company filed 29 ANDAs with the USFDA, including 4 ANDAs for specialty products, andreceived final approvals for 37 products including 3 forspecialty products.
For the Europe market, your Company has achieved asignificant milestone by crossing EUR 1bn revenues inFY26. With operations in ten countries with full-fledgedpharmacy, hospital and tender sales infrastructure, itnow ranks amongst the top 10 generic pharmaceuticalcompanies in 8 countries of Europe. Your Companyaims to expand its market share and grow through newlaunches and sustain the growth momentum.
Your Company maintained its leadership position in theARV market during the year by leveraging supplementarybusiness opportunities and strengthening customerengagement across key markets. Despite continuedprice erosion in certain products, efficient capacityutilisation, operational optimisation and award of newand supplementary contracts supported sustainedperformance and reinforced the Company's strongposition in Dolutegravir-based regimens, which continueto remain the standard therapy for HIV treatment.
Your Company continues to strengthen its presence inGrowth Markets through new product launches, marketshare expansion and entry into new geographies. Duringthe year, the manufacturing facility atTaizhou received EUGMP and Chinese GMP and has commenced supplies tothe European market, supporting margin improvementand witnessing a steady ramp-up in operations. In China,the Company had received 18 product approvals up toMarch 31, 2026, with manufacturing planned across itsfacilities in India. In Canada, the Company's portfolioexpanded to 220 approved products, while 62 additionalproducts were awaiting final approval as at the endof FY26.
RESEARCH AND DEVELOPMENT (R&D)
Your Company remains committed to providingaffordable, high-quality medicines to positively impact
patients worldwide. Aurobindo Pharma's overall R&Dset-up includes 6 centres and a dedicated team ofmore than 1,500 world class scientific experts whocontinue to drive 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 ' 1,590 crore(4.7% of revenue) in FY26 and at ' 1,622 crore (5.1% ofrevenue) in FY25.Your Company's R&D efforts are aimedtowards developing 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) demonstrates itscommitment to delivering novel solutions that addressunmet medical needs.
Your Company's focus on capability development hascontributed significantly to the success in submittingDrug Master Diles (DMFs), Abbreviated New DrugApplications (ANDAs) and formulation dossiers. Duringthe year, your Company has filed 29 ANDAs and receivedapprovals for 37 ANDAs.
ENVIRONMENT, HEALTH AND SAFETY (EHS)Environment
Environmental conservation has been critical for ourCompany, and it has been assigned the highest level ofpriority across the units.To accomplish this sustainabilitygoal, we are increasing our focus on renewable energyuse, enhancing energy efficiency, increasing the shareof hazardous waste co-processing, reusing/ recycling100% of non-hazardous waste, responsible water use,water conservation, managing resources responsibly,and expanding green belts around our facilities.
Aurobindo Pharma Limited has deepened its renewableenergy focus and intends to make equity investmentsof 26% each in Garuda Renewables Private Limited andSwarnaakshu Solar Power Private Limited for long¬term clean power supply, reinforcing its commitmentto sustainability and decarbonization.
Health & Safety
Health, safety, and well-being of our employees andassociates is a key material topic and remains paramount.We are committed to instilling a healthy lifestyle and asafe working environment. Our EHS&S framework andmanagement practices ensure regulatory compliancewhile prioritizing product, process and employee safety.Each manufacturing facility has a departmental andplant safety committee. Monthly management reviewmeetings are conducted, involving top managementfrom the corporate office along with representativesfrom all sites, including site heads, to review safetyperformance and streamline operational procedures
critical to safety requirements. In addition, dailylean management meetings are held with the seniorleadership team to track actions and drive continuousimprovement. Comprehensive health and safetytraining is provided to both permanent and contractualemployees, ensuring awareness and adherence to safeprocedures and guidelines.
Risk identification and assessments are integral part ofthe process and especially prior to scaling up. Hazard andOperability (HAZOP) studies are conducted prior to thestart of new chemical processes and for major processmodifications in the manufacturing area. Both qualitativeand quantitative risk assessments are carried out toestablish effective control measures. Safety performanceis evaluated monthly through an EHS scorecard, whichprovides insights into organizational safety performanceusing defined Key Performance Indicators (KPIs). Inter¬unit audits are conducted to identify gaps and driveperformance improvement. Regular knowledge-sharingsessions facilitate the dissemination of best practicesacross manufacturing facilities.
Engagement in national and global initiatives onAntimicrobial Resistance (AMR)
As part of our commitment to addressing global healthchallenges, Aurobindo Pharma actively participates innational and international initiatives on AntimicrobialResistance (AMR). The Company engages with theNetherlands-based Access to Medicine Foundationthrough the AMR Benchmark, which evaluates acore group of global pharmaceutical manufacturersacross three key areas—Responsible Manufacturing,Appropriate Access, and Stewardship—with a focus onLow- and Middle-Income Countries (LMICs).The 2026AMR Benchmark assessed 25 pharmaceutical companies,including seven large research-based firms, ten genericmedicine manufacturers, and eight small and medium¬sized enterprises (SMEs). Aurobindo Pharma hasconsistently participated in this benchmark since 2018,including the 2021 and 2026 editions, demonstratingits ongoing commitment to combating antimicrobialresistance. The company was recognized as a topperformer in the AMR Benchmark 2026, conducted bythe Access to Medicine Foundation, marking its secondconsecutive recognition and reaffirming its leadership inresponsible antibiotic manufacturing and stewardship.
The Company is a full member of the PharmaceuticalSupply Chain Initiative (PSCI) and adheres to its fivecore principles, encompassing ethics, labour, healthand safety, environment, and management systems aspart of its responsible supply-chain practices. Under thisframework, the Company's manufacturing facilities aresubject to periodic assessments, and we also conductassessment of our key suppliers to ensure adherenceto these principles across the value chain, reflecting ourcommitment to best practices in Pharmaceutical Industry.
The Company is also a member of the AMR IndustryAlliance, which promotes collective action to address
aims to address antimicrobial resistance throughresponsible manufacturing, improved access to qualitymedicines, reducing environmental concerns, andtransparent industry collaboration and in additionparticipated every year between 2020-2023 in the AMRIndustry Alliance Survey.
AWARDS AND ACCOLADES
Best HRM strategy of the year- 12th chro confex andawards 2025
Apitoria Pharma Private Limited is now officially GreatPlace to Work® Certified™ for 2025-2026
CII Award
Apitoria Pharma Private Limited's Unit 1 has beenrecognised in 3 different categories, at the recentCII Competition on Digitalisation and AI for QualityImprovements in the Manufacturing Sector.
• Platinum award of the Data Analytics Utilisationcategory for Utility & Process Atomisation and DataAcquisition implemented at Block-4 CEPH Area
• Gold award for the Sustainable DigitalTransformation category for Utility ManagementSystem implemented at Central Utility Non-Ceph Area
• Silver award for the Data Analytics Utilisationcategory for Digitalisation of Safety Incident/Accident & CAPA logging
Apitoria Pharma Private Limited Unit-1 has beenawarded in two different categories in the recently heldNational Excellence Practice Competition organizedby CII.
• GOLD Recognition Winner: In the category ofRenewable Energy and Energy Savings, forthe project
• GOLD Recognition 2nd Runner Up: In the categoryof Operational Resource Planning, for the project -
Mechanization of material handling in the pharmasector - in Metformin, GVNE & 7AVNA, Amorphousand GABA products)
SUBSIDIARIES/JOINT VENTURES
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 athttps://www.aurobindo.com/investors/disclosures-underregulation-46/policy-material-subsidiary
During the year, the following changes were implementedin the subsidiaries / JVs of the Company:
New Subsidiaries / JVs
During the period under review the following subsidiary/step-down subsidiary companies were incorporated:
1) CuraTeQ Biologics B.V., The Netherlands, wasincorporated as a 100% subsidiary by CuraTeQBiologics Private Limited, India, a wholly ownedsubsidiary of the Company, on May 28, 2025.
2) Cresedemo Pharma LLC, USA, was incorporatedas a 100% subsidiary by Aurobindo Pharma USAInc., a wholly owned subsidiary of the Company, onJune 13, 2025.
3) Aurobindo Pharma (Malaysia) SDN. BHD., Malaysia,was incorporated as a 100% subsidiary by HelixHealthcare B.V., The Netherlands, a wholly ownedsubsidiary of the Company on September 17, 2025.
4) CuraTeQ Biologics (Malta) Limited, Malta, wasincorporated as a 100% subsidiary by CuraTeQBiologics B.V., The Netherlands, a wholly ownedstep-down subsidiary of the Company, onSeptember 26, 2025.
5) Aurobindo Pharma Chile SpA, Chile, wasincorporated as a 100% subsidiary by HelixHealthcare B.V., The Netherlands, a wholly ownedsubsidiary of the Company on October 07, 2025
6) Eugia Pharma Chile SpA, Chile, was incorporatedas a 100% subsidiary by Eugia Pharma B.V., TheNetherlands, a wholly owned step-down subsidiaryof the Company, on October 07, 2025.
7) Engenra Biologics Private Limited, India, wasincorporated as 100% subsidiary by the Companyon February 24, 2026.
8) Diadame Pharma SARL, Senegal, was acquired byArrow generiques SAS, France, on January 1,2026and became a wholly owned stepdown subsidiaryof the Company.
9) Aurobindo Pharma Philippines Inc, Philippines,was incorporated as a 100% subsidiary by HelixHealthcare B.V., The Netherlands, a wholly ownedsubsidiary of the Company, on January 23, 2026.
Changes in ownership / name of Subsidiaries /JVs:
Pharmacin B.V., (a wholly owned subsidiary of AgilePharma BV) merged with Agile Pharma B.V., (awholly owned subsidiary of Helix Healthcare B.V., TheNetherlands) w.e.f. July 1, 2025.
Helix Healthcare B.V., The Netherlands, (a whollyowned subsidiary) has transferred its 100% stake inCuraTeQ Biologics s.r.o., Czech Republic (a wholly
owned subsidiary) to CuraTeQ Biologics B.V., TheNetherlands (a wholly owned step-down subsidiary)w.e.f. July 29, 2025.
Auro Trading Private Limited, India, a wholly ownedsubsidiary of the Company, changed its name andconverted into public limited company as AuropharmLimited .
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements have been preparedby the Company in accordance with the IndianAccounting Standards (Ind AS) 110 and 111 as specifiedin the Companies (Indian Accounting Standards) Rules,2015 and as per the provisions of the Companies Act,2013. The Company has placed separately, the auditedaccounts of its subsidiaries on its websitehttps://www.aurobindo.com/investors/disclosures-under-regulation-46/financials-subsidiaries in compliance withthe provisions of Section 136 of the Companies Act,2013. Audited financial statements of the Company'ssubsidiaries will be provided to the Members, on request.
CODE FOR PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading)Regulations, 2015, as amended, ("SEBI PIT Regulations"),the Company has in place a Code of Conduct toregulate, monitor and report trading by the DesignatedPersons and a code of practices and procedures for fairdisclosure of unpublished price sensitive information.The code of practices and procedures for fair disclosureof unpublished price sensitive information has beenmade available on the Company's website athttps://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 reviewsthe compliance with the provisions of SEBI PITRegulations on a quarterly basis and also verify thatthe systems for internal control are adequate and areoperating effectively.
VIGIL MECHANISM
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(Listing Obligations and Disclosure Requirements)Regulations, 2015. The Whistle Blower Policy aims toconduct the affairs in a fair and transparent mannerby adopting the highest standards of professionalism,honesty, integrity, and ethical behaviour. All permanentemployees and Whole-time Directors of the Companyare covered under the Whistle 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 PIT Regulations, asamended from time to time. It also provides for adequatesafeguards against the victimisation of employees whoavail of the mechanism and allows direct access to theChairperson of the Audit Committee in exceptionalcases. During the year, no complaints were reportedunder the Whistle Blower Policy. The Whistle BlowerPolicy is available on the Company's websitehttps://www.aurobindo.com/api/uploads/disclosure underregulation/Whistle%20Blower%20Policy-APL-New-March2024.pdf
PREVENTION AND PROHIBITION OF SEXUALHARASSMENT
Your Company has a policy and framework for employeesto report sexual harassment cases at the workplace,and 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 following is a summary of Sexual Harassmentcomplaint(s) received and disposed of during theFY2025-26, pursuant to the POSH Act and Rulesframed thereunder:
Particulars
Status of the No. ofcomplaints receivedand disposed off
Number of complaint(s) of SexualHarassment received duringFY 2025-2026
Nil
Number of complaint(s) disposedof during FY 2025-2026
NA
Number of cases pending formore than 90 days (stipulatedtimeline under POSH)
Number of cases pending as onMarch 31,2026
Disclosure of Maternity Benefit Compliance
Your Company has been in compliance with theprovisions of the Maternity Benefit Act, 1961 for the yearunder review.
MEETINGS OF THE BOARD
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, five Board Meetings and five 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.
DETAILS OF DIRECTORS AND KEY MANAGERIALPERSONAL
Key Managerial Personnel
Mr. K. Nithyananda Reddy (DIN:01284195), Vice Chairman& Managing Director, Dr. M. Madan Mohan Reddy(DIN: 01284266), Whole-time Director, Mr. SanthanamSubramanian, Chief Financial Officer, and Mr. B. AdiReddy (M.No : ACS 13709), Company Secretary arethe 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 ManagerialPersonnel) 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 andDisclosure Requirements) Regulations, 2015 (the "SEBIListing Regulations"). All Independent Directors haveprovided confirmations as contemplated under section149(7) of the Act. As required by the SEBI ListingRegulations, a certificate from a Company Secretary inpractice, that none of the Directors on the Board of theCompany has been debarred or disqualified from beingappointed or continuing as Directors of Company bySEBI, Ministry of Corporate Affairs or any such statutoryauthority, forms part of Corporate Governance Reportas 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 38th AnnualGeneral Meeting held on September 10, 2025 re¬appointed Mr. P. Sarath Chandra Reddy (DIN:01628013)and Dr. Satakarni Makkapati (DIN: 09377266) as Directorsretire by rotation.
During the year, Dr. (Mrs.) Punita Kumar Sinha (DIN:05229262) has been appointed through postal ballot asIndependent Director of the Company, not liable to retire
by rotation, for a period of 3 (Three) consecutive yearscommencing from February 9, 2026 to February 8, 2029.
As per the provisions of the Act, Mr. K. NithyanandaReddy (DIN: 01284195) and Dr. M. Madan MohanReddy (DIN: 01284266) will retire as Directors at theensuing Annual General Meeting and being eligible,seek re-appointment. The Board recommends theirreappointment for the approval of the shareholders ofthe Company.
During the year, the following directors resigned/retired from the Board:
Dr. (Mrs.) Deepali Pant Joshi (DIN: 07139051) retired asan Independent Director of the Company on close ofbusiness hours of February 9, 2026 upon completion ofher 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. i n the preparation of the annual accounts, theapplicable accounting standards have beenfollowed along with proper explanation relating tomaterial departures, 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 CompaniesAct, 2013 for safeguarding the assets of yourCompany and for preventing and detecting fraudand other irregularities;
d. the annual accounts have been prepared on an on¬going concern basis;
e. proper internal financial controls have been laiddown to be followed by your Company and suchinternal financial controls are adequate and areoperating effectively; 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 thedeclaration of independence stating that they meet thecriteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013 as well
as clause (b) of sub-regulation (1) of Regulation 16 ofthe SEBI Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the timebeing in force) and confirmed that they have registeredtheir names in the Independent Directors' Data bank. Interms of Regulation 25(8) of the SEBI Listing Regulations,the Independent Directors have confirmed that they arenot aware of any circumstance or situation, which existor may be reasonably anticipated, that could impair orimpact their ability 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 anapproach to diversify the Board of Directors. The BoardDiversity Policy 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, 2013states that the performance evaluation of IndependentDirectors shall be conducted by the entire Board ofDirectors, excluding the Director being evaluated.
The Annual Performance Evaluation was conducted forall Board Members, for the Board and its Committeesfor the financial year 2025-26. This evaluation was ledby the Nomination and Remuneration/CompensationCommittee of the Company. The Board evaluationframework has been designed in compliance with therequirements under the Companies Act, 2013 and theListing Regulations and in accordance with the GuidanceNote on Board Evaluation issued by SEBI. The Boardevaluation was conducted through questionnairesdesigned with qualitative parameters and feedbackbased 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 interestand enhancing shareholders value, experience, andexpertise to provide feedback and guidance to the topmanagement on business strategy, governance, risk andunderstanding of 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 adopted bythe 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 toreserves during the year under review.
LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered underSection 186 of the Companies Act, 2013 form part ofthe Notes to the financial statements provided in thisAnnual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES
All transactions entered with Related Parties for theyear under review were on arm's length basis and inthe ordinary course of business. All Related Partytransactions are mentioned in the Notes to the FinancialStatements. The Company has developed a frameworkthrough Standard Operating Procedures for the purposeof identification and monitoring of such RelatedParty Transactions. A statement giving details of allRelated Party Transactions are placed before the AuditCommittee and the Board for review and approval. Thepolicy on Related PartyTransactions, as approved by theBoard of Directors, has been uploaded on the websiteof the Companyhttps://www.aurobindo.com/investors/disclosures-under-regulation-46/policy-on-rpt
The particulars of contracts or arrangements withRelated Parties referred to in sub-section (1) of Section188 of the Companies Act, 2013 is prepared in Form No.AOC-2 pursuant to clause (h) of sub-section (3) of Section134 of the 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 withthe interests 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 withCompanies (Accounts) Rules, 2014 is in Annexure-3 tothis Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) ofthe Act, the Annual Return of the Company as on March31, 2026, is available on the Company's website and canbe accessed at: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. Dr. M. Madan Mohan Reddyas members as on March 31,2026 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 department tomonitor the enterprise risk and for its management.TheCommittee had formulated a Risk Management Policy fordealing with different kinds of risks which the Companyfaces in its day-to-day operations.The Risk Managementpolicy of the Company outlines a framework foridentification of internal and external risks specificallyfaced by the Company, in particular including financial,operational, sectoral, sustainability (particularly, ESGrelated risks), information, cyber security risks, or anyother risk as may be determined by the Committee;measures for risk mitigation including systems andprocesses for internal control of identified risks; andBusiness continuity plan. Risk is an integral part of theCompany's business and sound risk management iscritical to the success of the organisation. The Companyhas adequate internal financial control systems andprocedures to combat the risk. The risk managementprocedure is reviewed by the Audit Committee andBoard of Directors on a regular basis at the time ofreview of the quarterly financial results of the Company.A report on the risks and their management is enclosedas a separate section forming part of this report.
AUDITORS & AUDITORS' REPORT
Pursuant to Section 139 (2) of the Companies Act, 2013,read with the Companies (Audit and Auditors) Rules, 2014,the Company at its 35th Annual General Meeting (AGM)held on August 2, 2022, had appointed M/s. DeloitteHaskins & Sells, Chartered Accountants, as StatutoryAuditors of the Company for a period of 5 years i.e. upto the conclusion of the 40th AGM to be held in the year2027. The Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.
Further, in accordance with the circular dated January 7,2026 issued by the National Financial Reporting Authority,the Board, at its meeting held on February 9, 2026, uponthe recommendation of the Audit Committee and inconsultation with the Statutory Auditors, approved theframework to ensure effective two-way communicationbetween Those Charged with Governance and theStatutory Auditors.
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.
INTERNAL AUDITORS
M/s. Ernst & Young LLP are the Internal Auditorsof the Company and to maintain its objectivity andindependence, the Internal Auditors report to theChairman of the Audit Committee. The scope andauthority of the Internal Audit function is clearly definedby the Audit Committee of the Board. The InternalAuditors monitor and evaluate the efficacy and adequacyof the internal control system of the Company, itscompliance with applicable laws/ regulations, accountingprocedures and policies. Based on the reports of theInternal Auditors, corrective actions will be undertaken,thereby strengthening the controls. Significant auditobservations and action plans were presented to theAudit Committee of the Board on a quarterly basis.
COST RECORDS AND COST AUDIT
During the year under review, pursuant to Section 148of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 and the Companies(Cost Records and Audit) Rules, 2014, the Companyis maintaining the cost records as its business iscovered under the regulated sector viz. drugs andpharmaceuticals. Audit of the Company's cost recordsis not applicable for the financial year 2026-27 since theCompany's revenues from exports, in foreign exchange,exceed 75% of its total revenues.
INTERNAL FINANCIAL CONTROLS AND THEIRADEQUACY
The internal financial controls (IFC) frameworkinstitutionalised in Aurobindo has been evaluated in¬depth for its adequacy and operating effectiveness,wherein the Company has covered financial reportingcontrols, operational controls, compliance-relatedcontrols and also Information Technology (IT) controls,comprising IT general controls (ITGC) and application-level controls. The ITGC would include controls overIT environment, computer operations, access to
programmes and data, programme development andprogramme changes. The application controls wouldinclude transaction processing controls in ERP Oraclesystem which supports accurate data input, dataprocessing and data output, workflows, reviews andapprovals as per the defined authorisation levels.
To further strengthen the existing IFC frameworkand support the growing business, the Company hasredefined all the process level controls at activity levelwhich has brought in more clarity and transparency inday-to-day processing of transactions and in addressingany related risks. All the controls so redefined andidentified have been properly documented and testedwith the help of an independent auditor to ensure theiradequacy and effectiveness.
The Internal Auditors conduct 'Process & control review'on a quarterly basis as per the defined scope and submitthe audit findings along with management commentsand action taken reports to the Audit Committee forits review.
The IFC framework at Aurobindo ensures the following:
• Establishment of policies and procedures,assignment of responsibility, delegation ofauthority, segregation of duties to provide a basisfor accountability and 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 aspecific period. Accounting of assets, liability,and revenue and expense components atappropriate 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 adherenceto the Company's policies, safeguarding of its assetsof the Company, prevention and detection of itsfrauds and errors, accuracy and completeness ofaccounting records and timely preparation of reliablefinancial information. The Company has an internalcontrol system, commensurate with the size, scale andcomplexity of its operation.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 179 and 204 ofthe Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 read with regulation 24A of theSEBI (Listing Obligations and Disclosures requirements)2015 as amended from time to time, the Company at its38th Annual General Meeting (AGM) held on September10, 2025 had appointed M/s. MRR & ASSOCIATES, (FRN:S2025TS1022400), a Peer reviewed Company Secretaryin Practice by the Institute of Company Secretaries ofIndia, as Secretarial Auditors of the Company for aperiod of 5 years i.e. up to the Financial Year 2029-30.The Secretarial Audit Report issued in form MR-3 is inAnnexure- 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,the Secretarial Audit Reports for the FinancialYear 2025¬26 of APL Healthcare Limited, Apitoria Pharma PrivateLimited and Eugia Pharma Specialities Limited, thematerial subsidiaries incorporated in India, are annexedalong with Annexure-4 of this report.
There are no qualifications, reservations or adverseremarks in the Secretarial Audit Report. Also, pursuantto Regulation 24A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015,the Company has obtained the Annual SecretarialCompliance Report from a Practicing Company Secretarywho has been peer reviewed by the Institute of CompanySecretaries of India and submitted the same to stockexchanges where the shares of the Company are listed.There are no adverse remarks or comments reportedduring the year.
Further, M/s. MRR & Associates submitted its resignationas Secretarial Auditor of the Company effective May21, 2026 due to ill health of its sole proprietor. Hence,as per Regulation 24A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theCompany is required to appoint a Secretarial Auditorwho has been peer reviewed by the Institute of CompanySecretaries of India for a period of five years. The Boardof Directors of the Company has in its meeting heldon May 21, 2026 recommended for approval of themembers at the ensuring Annual General Meeting,the appointment of M/s. RPR & Associates (Firm Regn.No.S2017TL469100) who has furnished a certificate ofits eligibility and consent for appointment and has beenpeer reviewed by the Institute of Company Secretariesof India as the Secretarial Auditor of the Company for aperiod of five years.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the CompaniesAct, 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014, the Company
has established the Corporate Social ResponsibilityCommittee (CSR Committee).
The Board, on the recommendation of the CSRCommittee, adopted a CSR Policy. The same is availableon the Company's website athttps://www.aurobindo.com/api/uploads/CSR-policy.pdf The CSR objectivesare designed to serve societal, local and nationalgoals in the locations that we operate in, to create asignificant and sustained impact on local communities.
The Company undertakes its CSR activities throughAurobindo Pharma Foundation, a wholly-ownedsubsidiary of the Company incorporated under Section8 of the Companies Act, 2013.
The CSR projects approved by the Board for the year2026-27 are available on the Company's website athttps://www.aurobindo.com/sustainability/annual-action-planThe Annual Report on Corporate SocialResponsibility as per Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules, 2014 is annexed asAnnexure - 5 to this Report.
PARTICULARS OF EMPLOYEES
The statement of particulars of appointment andremuneration of managerial personnel as requiredunder Section 197(12) of the Companies Act, 2013read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isin Annexure-6 to this Report. The statement containingparticulars of employees pursuant to Section 197(12)of the Companies Act, 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is open for inspectionat the Registered Office of the Company during businesshours on all working days of the Company, up to the dateof the ensuing Annual General Meeting. Any shareholderinterested in obtaining such details may write to theCompany Secretary of the Company.
Affirmation that the remuneration is as per theremuneration policy of the Company.
In compliance with the provisions of the CompaniesAct, 2013 and SEBI Listing Regulations, the Board,on the recommendation of the Nomination andRemuneration/ Compensation Committee approvedthe Policy for Selection, Appointment of Directors,KMPs and Senior Management persons. The saidPolicy provides a framework to ensure that suitable andefficient succession plans are in place for appointmentof Directors on the Board and other managementmembers. The Policy also provides for selection andremuneration criteria for the appointment of Directorsand senior management persons.The Company affirmsthat the remuneration is as per the remuneration policyof the Company.
INSURANCE
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.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments in thebusiness operations of the Company during the financialyear ended March 31,2026 and up to the date of signingof this Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance standardsfollowed by your Company, as stipulated underSchedule V (C) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is enclosedas a separate section forming part of this report. Thecertificate of the Practicing Company Secretary, M/s MRR& Associates with regard to compliance of conditionsof corporate governance as stipulated under ScheduleV(E) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is annexed to theCorporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for theyear under review as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section forming part ofthis report.
DEPOSITS
Your Company has not accepted any deposits from thepublic within the purview of Chapter V of the CompaniesAct, 2013.
INDUSTRIAL RELATIONS
Industrial relations at all units of the Company and itssubsidiaries have been harmonious and cordial.
TRANSFER OF UNPAID AND UNCLAIMEDAMOUNT TO IEPF
The dividends that remained unpaid/unclaimed for aperiod of seven years, have been transferred on or beforedue dates by the Company to the Investor Educationand Protection Fund (IEPF) established by the CentralGovernment. Section 124 of the Companies Act, 2013read with the Investor Education and Protection FundAuthority (Accounting, Audit,Transfer and Refund) Rules,
2016 (the 'Rules') mandates that companies shall apartfrom transfer of dividend that has remained unclaimedfor a period of seven years in the unpaid dividendaccount to the IEPF, also transfer the correspondingshares with respect to the dividend, which has not been
paid or claimed for seven consecutive years or moreto IEPF.
Accordingly, the dividends that remain unclaimedfor seven years and also the corresponding shareshave been transferred to IEPF account on due dates.The details of amount of unclaimed unpaid dividendand corresponding shares transferred to IEPF duringthe financial year 2025- 26 have been provided in theAGM 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 dividendfrom IEPF Authority and for coordination with IEPFAuthority.The details of the Nodal Officer are available onthe website of the Company athttps://www.aurobindo.com/api/uploads/unpaiddividendaccountdetails/Nodal-Officer-IEPF.pdf
SHARE CAPITAL
During the financial year under review, there has been nochange in the Authorised and paid-up Share Capital ofthe Company. The paid-up share capital of the Companyas on March 31, 2026, was ' 58,08,01,623 divided into58,08,01,623 equity shares of ' 1/- each. The Companyhas not issued any shares, debentures, bonds or anyconvertible or non-convertible securities during thefinancial year under review.
The Board of Directors at their meeting held on April6, 2026, approved the buyback offer of up to 54,23,728equity shares of ' 1/- each from the shareholdersof the Company. Accordingly, the Company boughtback 54,23,728 equity shares of the Company andextinguished the same. After extinguishment of thebought back shares the paid up equity share capital ofthe Company reduced from 58,08,01,623 equity sharesof ' 1/- each to 57,53,77,895 equity shares of ' 1/- eachas on date of this report.
BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT
A detailed Business Responsibility sustainabilityReport in terms of the provisions of Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is available as a separate section inthis Annual Report.
SIGNIFICANT/ MATERIAL ORDERS PASSED BYCOURTS/ REGULATORS/TRIBUNALS
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.
SECRETARIAL STANDARDS
The Company has complied with the applicableSecretarial Standards issued by the Institute of CompanySecretaries of India, i.e., SS-1 and SS-2, relating to'Meetings of the Board of Directors' and 'GeneralMeetings' respectively.
OTHER DISCLOSURES
Auropharm Limited acquired non-oncology prescriptionformulations business of Khandelwal LaboratoriesPrivate Limited
Auropharm Limited (previously known as AuroPharma Limited), a wholly owned subsidiary of theCompany, at its board meeting held on January 1,2026approved the acquisition of non-oncology prescriptionformulations business (the "Business") of KhandelwalLaboratories Private Limited on a going concern basisthrough a Business Transfer Agreement ("BTA") for acash consideration of ' 3,250 million subject to true upadjustments for the working capital as provided for inthe definitive agreements. The transaction was signedand closed on January 1, 2026.
Transfer of domestic branded genericpharmaceutical formulations products businessto Auropharm Limited
The Board of Directors of the Company at its meetingheld on April 6, 2026, has approved the transfer of theCompany's domestic branded generic pharmaceuticalformulations products business on a going concernbasis through a business transfer agreement toAuropharm Limited (previously known as Auro PharmaLimited), a wholly owned subsidiary of the Company.The transfer is in line with the Company's strategyin further streamlining and accelerating Company'sdomestic business for faster growth. The BusinessTransfer Agreement (BTA) was executed on April 6, 2026.
The completion of sale is estimated within 90 to 120 daysfrom the date of BTA, subject to satisfactory completionof customary conditions precedent in accordancewith the provisions of the BTA. Once completed, theeconomic benefits of the business shall be transferredto Auropharm Limited from April 1, 2026.
Transfer of domestic branded generic pharmaceuticalformulations products business will be done for alumpsum consideration of ' 1,432.10 million subject tosuch adjustments as provided for in the BTA.
Aurobindo Pharma USA Inc., entered into adefinitive agreement to acquire Lannett CompanyLLC, USA
During the year, Aurobindo Pharma USA Inc., a whollyowned subsidiary of the Company, entered into adefinitive agreement with Lannett Seller Holdco Inc, USA,under which Aurobindo Pharma USA Inc will acquire100% of membership interest in Lannett Company LLC,USA from Lannett Seller Holdco Inc for a consideration atan enterprise value of US$ 250 million (' 21,850 million)on a cash free debt free basis and including normalizedlevels of working capital.
The above transaction is subject to US Federal TradeCommission approval and the same is awaited. Thetransaction aligns with Company's strategic objective toexpand its U.S. manufacturing footprint by enhancing itsexisting domestic capabilities. Through this acquisition,Company will gain access to:
• A complementary portfolio of profitable products,
• A growing Contract Development and ManufacturingOrganization (CDMO) business, and
• A U.S. based manufacturing facility with significantexcess capacity (425k sq ft facility with ~3.6bn dosescapacity) and with potential for further expansion.
The acquired product portfolio is primarily focused onnon-opioid controlled substances, particularly in ADHDtherapeutics for which Company currently has a limited
presence. This acquisition strengthens the Company'sability to serve the U.S. generics space and providesstrategic diversification into a specialized, high-valuetherapeutic category.
Other disclosures
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 Bankor Financial 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.
CREDIT RATING
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-fundbased working capital limits vide their letter dated March11, 2025.
ACKNOWLEDGEMENTS
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 expectationsof all the stakeholders.
For and on behalf of the BoardMangalam Ramasubramanian Kumar
Place: Hyderabad Chairman
Date: May 21, 2026 DIN: 03628755