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DIRECTOR'S REPORT

Granules India Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 14861.03 Cr. P/BV 3.73 Book Value (₹) 164.12
52 Week High/Low (₹) 621/422 FV/ML 1/1 P/E(X) 29.63
Bookclosure 31/07/2025 EPS (₹) 20.67 Div Yield (%) 0.24
Year End :2025-03 

The Board of Directors presents the Company’s thirty-fourth Annual Report and the Company’s audited financial statements
(standalone and consolidated) for the financial year ended March 31,2025.

FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31, 2025 is summarised below:

(H in million)

Standalone

Consolidated

Particulars

Year ended March
31, 2025

Year ended March
31,2024

Year ended March
31,2025

Year ended March
31, 2024

Revenue from Operations

30,301.63

37,550.91

44,816.08

45,063.67

Other Income

406.80

57.77

129.19

44.02

Total Income

30,708.43

37,608.68

44,945.27

45,107.69

Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA)

6,054.84

8,071.37

9,581.55

8.603.82

Add: Exceptional Items

307.5

-

307.5

-

Less: Finance Costs

627.80

719.98

1,032.38

1,058.21

Less: Depreciation

1,462.30

1,438.48

2,255.01

2,073.32

Profit Before Tax

4,272.24

5,912.91

6,601.66

5,472.29

Less: Tax Expenses

1,078.88

1,553.73

1,586.50

1,419.18

Profit for the year

3,193.36

4,359.18

5,015.16

4,053.10

Dividends paid

363.55

363.06

363.55

363.06

Note: The above figures are extracted from the standalone and consolidated financial statements of the Company.

OVERVIEW OF FINANCIAL AND BUSINESS
OPERATIONS:

Standalone Financial Summary: On a standalone basis,
the revenue from operations was H 30,301.63 million in
FY 2024-25 as against H 37,550.91 million for FY 2023-24 and
the net profit after tax was H 3,193.36 million in FY 2024-25 as
against H 4,359.18 million for FY 2023-24.

Consolidated Financial Summary: On a consolidated
basis, the revenue from operations was H 44,816.08 million in
FY 2024-25 as against H 45,063.67 million for FY 2023-24 and the
net profit after tax was H 5,015.16 million in FY 2024-25 as against
H 4,053.10 million for FY 2023-24.

For more details, please refer to the Management Discussion
and Analysis report.

On a standalone basis, the Finished Dosages (FD) business
contributed the largest share of revenue of the Company at
65.20% while Pharmaceutical Finished Intermediates (PFI) and
Active Pharmaceutical Ingredients (API) contributed 14.68%
and 20.12% respectively while it was 56.71%, 17.12% and
26.17% for FD, PFI and API respectively for the FY 2023-24.

In FY 2024-25, the Company on a standalone basis filed seven
ANDAs with the USFDA, nine MAA’s in the European region and
one OTC application in Canada. The Company also filed six US
DMFs, which will be used to build future revenue from the API
business. The Company received six USFDA approvals and
one approval in Canada. The management believes that it will

continue to strengthen its position through dedicated research
and the launch of new products. The Company launched nine
products in the US market.

Vertical integration has always been the strength and focus
area of the Company. It will continue its focus on its core
business and strengthen it by enhancing its market presence
through backward integration strategies, improving operational
efficiencies and continuous supply chain management. The
non-core business will also be given equal focus and the
Company shall endeavour towards adding new products,
cost leadership and most importantly offering reliable and
consistent services to all the customers. The Company’s goal
of transforming more of its business into the finished dosage
business will continue and with this objective, the Company will
continue to grow as an integrated Pharmaceutical Company
sustainably and responsibly.

DIVIDEND:

The Board of Directors has recommended a final dividend of
H1.50 /- per equity share (Face value H 1/- per equity share) for
the financial year 2024-25, same as the dividend paid in the
previous financial year.

The dividend payout is in accordance with the Company’s
Dividend Distribution Policy. The Dividend Distribution Policy of
the Company may be accessed on the Company’s website at
https://granulesindia.com/wp-content/uploads/pdf/Dividend-
Distribution-policy.pdf
.

MATERIAL CHANGES AFFECTING THE COMPANY:

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

SHARE CAPITAL:

The authorized share capital of the Company is 50,50,00,000
equity shares of H 1/- each. The paid-up share capital is
24,25,43,716 equity shares of H 1/- each.

The Company had allotted 1,75,000 equity shares of H 1/- each
during the year upon the exercise of an equal number of stock
options by the employees pursuant to the Employees Stock
Option Scheme(s) of the Company.

TRANSFER TO THE INVESTOR EDUCATION &
PROTECTION FUND (IEPF):

In terms of Section 124(5) of the Companies Act, 2013 read with
Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, unclaimed dividends
amounting to H 10,16,484/- (Ten Lakhs Sixteen Thousand four
hundred and eighty four rupees only) pertaining to the final
dividend for the financial year 2016-17 and up to the third interim
dividend for the financial year 2017-18 was transferred during
the year under review to the Investor Education and Protection
Fund established by the Central Government. Further, during
the year under review, the Company transferred 14,897 equity
shares to the Investor Education and Protection Fund relating
to the investors who have not claimed any dividend for the last
seven consecutive years.

The details of the investors whose dividend amount and shares are
transferred are available on the website of the Company at
https://
granulesindia.com/investors/investor-resources/unclaimed-
dividend-shares-transferred-to-iepf/.

Mrs. Chaitanya Tummala, Company Secretary & Compliance
Officer is designated as the Nodal Officer under the provisions
of IEPF. The contact details can be accessed on the website of
the Company at
https://granulesindia.com/.

MANAGEMENT’S DISCUSSION AND ANALYSIS
REPORT:

Management’s Discussion and Analysis Report for the year
under review, as stipulated under regulation 34(2) of the
Listing Regulations, is presented in a separate section, forming
part of the annual report.

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

SUBSIDIARY COMPANIES, THEIR PERFORMANCE AND
DEVELOPMENTS

Granules USA, Inc.

Granules USA, Inc., a wholly-owned foreign subsidiary of the
Company, caters to the business-to-business segment of the

US market. During the FY 2023-24, the Company achieved
a turnover of H 8,119.36 million for FY 2024-25 against the
turnover of H 7,187.96 million for FY 2023-24 and the profit after
tax is H (179.25) million against H (188.37) million for FY 2023-24.

Granules Consumer Health, Inc. (GCH) is a wholly-owned
subsidiary of Granules USA, Inc. GCH primarily focuses on
marketing over-the-counter (OTC) medications to retailers.
GCH also operates an USFDA-approved packaging facility in
Manassas, Virginia, USA to support its business.

Granules USA, Inc., together with GCH has been merged
with Granules Pharmaceuticals, Inc. with effect from
April 01, 2025. After the merger, the legal entity of GCH has
been converted to an LLC.

Granules Pharmaceuticals, Inc.

Granules Pharmaceuticals, Inc. (GPI), a wholly-owned foreign
subsidiary of the Company located in Virginia, USA focuses
on formulation R&D. During the FY 2024-25, the Company
achieved a turnover of H20,740.81 million against the turnover
of H 16,203.76 million for FY 2023-24 and the profit after tax is
H 1,877.40 million against H 589.89 million for FY 2023-24.

During the year FY 2024-25, GPI filed two ANDAs with USFDA,
approvals for which are awaited. During the year under review,
GPI launched six products under its label.

Granules Europe Limited

Granules Europe Limited, a wholly-owned foreign subsidiary
of the Company was dissolved voluntarily with effect from
March 18, 2025 due to a strategic change in the business model
of the Company.

Granules Life Sciences Private Limited

Granules Life Sciences Private Limited is a wholly-owned
Indian subsidiary of the Company located in Hyderabad, India.
This facility has a finished dosage capacity of 10 billion per annum.

Granules CZRO Private Limited

Granules CZRO Private Limited is a wholly-owned Indian
subsidiary of the Company established for manufacturing green
chemicals. It has successfully commissioned the pilot plant for
Dicyandiamide (DCDA) at Visakhapatnam and is developing a
first-of-its-kind continuous process for DCDA production.

In addition, the Company is developing alternate technologies
for para-aminophenol (PAP) production under continuous
process mode to enable decarbonisation of Paracetamol
production. Efforts are also underway to adopt green energy
and green molecule manufacturing technologies aimed at
reducing the overall carbon footprint and achieving net-zero
emissions by 2050.

Granules Peptides Private Limited

Granules Peptides Private Limited was incorporated as a
wholly-owned Indian subsidiary of the Company in the month of
March, 2025 for the acquisition of 100% equity stake in
M/s. Senn Chemicals AG, a Switzerland-based Company that
specialises in custom peptide development & manufacturing,

supporting global clients across the Pharmaceuticals,
Cosmetics and Theragnostic industries from early
development to commercial production. The acquisition was
completed in April 2025.

The Company is in the process of changing its name to
M/s. Ascelis Peptides Private Limited.

The Policy for determining material subsidiaries as approved
by the Board may be accessed on the Company’s website
at
https://granulesindia.com/wp-content/uploads/2024/03/
Policy-on-Material-Subsidiaries.pdf.

JOINT VENTURE /ASSOCIATE COMPANIES

The Company has no joint venture or associate Company during
the period under review.

No other Company except M/s. Granules Peptides Private
Limited has become or ceased to be a Company’s subsidiary, joint
venture or associate Company during the period under review.

As per the provisions of Section 129 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, a separate
statement containing the salient features of the financial
statements of the subsidiary Companies is prepared in Form AOC-1
and it forms part of the consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company and its
subsidiaries for FY 2024-25 are prepared in compliance with
section 129(3) of the Companies Act, 2013 and regulation 34
of the Listing Regulations and in accordance with the Indian
Accounting Standards (Ind AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements together with the auditor’s
report thereon form a part of this annual report. The consolidated
financial statements have been prepared on the basis of audited
financial statements of the Company and its subsidiaries as
approved by their respective Boards. As per the provisions
of section 136 of the Companies Act, 2013, the Company
has placed separate audited accounts of its subsidiaries on
its website at
https://granulesindia.com/investors/financial-
reports/annual-accounts-of-subsidiaries-jvs/ and a copy of
separate audited accounts of its subsidiaries will be provided to
the members at their request till the date of the Annual General
Meeting of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued
by the Institute of Company Secretaries of India.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies
Act, 2013, with respect to the Director’s Responsibility
Statement, the Board of Directors of the Company to the best
of their knowledge and ability hereby confirm that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures from the same;

b) accounting policies have been selected and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31,2025
and of the profit and loss of the Company for the year
ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going
concern basis for the financial year ended March 31,2025;

e) adequate internal financial controls for the Company
to follow have been laid down and these are operating
effectively; and

f) proper and adequate systems have been devised to
ensure compliance with the provisions of all applicable
laws and these systems are operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of corporate governance and adhering to the
corporate governance requirements set out by the Securities
and Exchange Board of India (SEBI). The report on corporate
governance as stipulated under the Listing Regulations forms
an integral part of this report. The requisite certificate from the
secretarial auditor of the Company confirming compliance with
the conditions of corporate governance is attached to the report
on corporate governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Business Responsibility & Sustainability Report for the
year under review, as stipulated under regulation 34(2) (f) of the
Listing Regulations, is presented in a separate section, forming
part of the annual report.

RELATED PARTY TRANSACTIONS:

All related party transactions entered by the Company during the
financial year 2024-25 with related parties were in the ordinary
course of business and are on an arm’s length basis. During the
year, except for the wholly-owned subsidiaries, the Company
had not entered into any transaction with related parties which
could be considered material in accordance with the policy of
the Company on the materiality of related party transactions.

The Policy on the materiality of related party transactions and
dealing with related party transactions as approved by the

Board may be accessed on the Company’s website at https://
granulesindia.com/wp-content/uploads/2025/02/Granules-
Related-Partv-Transactions-Policv-Updated-24.01.2025.pdf

The particulars of transactions with related parties referred to
in section 188(1) are prepared in Form No. AOC-2 pursuant
to clause (h) of sub-Section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014 and the
same is annexed herewith as
Annexure IV to the Board’s report.

The details of the transactions with related parties were also
provided in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

The Sustainability & Corporate Social Responsibility Committee
is comprised of four members out of which two are Independent
Directors. The details of the constitution of the Committee and
its meetings are provided in the corporate governance report.
The CSR activities of the Company are governed through the
Corporate Social Responsibility Policy (CSR Policy) approved
by the Board and in compliance with Schedule VII of the Act.
The CSR Policy may be accessed on the Company’s website
at
https://granulesindia.com/wp-content/uploads/pdf/other-
information/8328CSR%20Policy.pdf

During the year under review, the Company has spent
H 118.90 million on CSR activities. The annual report on CSR
activities is annexed herewith as
Annexure I to the Board’s report.

NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the Committee comprised three
members and the details of the constitution of the Committee
and its meetings are provided in the corporate governance
report. The Chairman of the Committee and all other members
are Independent Directors, thereby resulting in independent and
unbiased decisions.

The Performance Evaluation and Remuneration Policy framed by
the Committee and approved by the Board is directed towards
rewarding the performance of Executive and Non-Executive
Directors, Key Managerial Personnel and Senior Management
Personnel of the Company based on a review of achievements
periodically. The Performance Evaluation and Remuneration
Policy may be accessed on the Company’s website at
https://
granulesindia.com/wp-content/uploads/2023/06/performance-
evaluation-and-remuneration-policy-2023.pdf

ENTERPRISE RISK MANAGEMENT:

The Company has a Risk Management Committee of the Board
and the details of the Committee and its terms of reference are
set out in the corporate governance report.

The Risk Management Committee has been entrusted with the
responsibility to:

(a) oversee and approve the Company’s enterprise risk
management framework;

(b) oversee all the risks that the organization faces such as
financial, operational, sectoral, sustainability (particularly,

ESG-related risks), information, cyber security risks or any
other risk as may be determined by the Committee;

(c) ensure that appropriate methodology, processes, and
systems are in place to monitor, evaluate and mitigate
risks associated with the business of the Company.

The Company has a proper process for risk management.

INTERNAL FINANCIAL CONTROLS:

Internal financial controls are an integrated part of the risk
management process, addressing financial and financial
reporting risks. The internal financial controls have been
documented, digitized and embedded in the business
processes. An assurance of the effectiveness of internal financial
controls is obtained through management reviews, control
self-assessment, continuous monitoring by functional experts
as well as testing of the internal financial control systems by
external consultants on behalf of the management at least
once a year. We believe that these systems provide reasonable
assurance that our internal financial controls are designed
effectively and are operating as intended.

INTERNAL AUDIT AND CONTROLS:

The Company continues to engage M/s. Dhanunjaya &
Haranath, Chartered Accountants as its internal auditors. During
the year, the Company continued to implement its suggestions
and recommendations to improve internal controls. Their
scope of work includes a review of the operational efficiency,
the effectiveness of systems & processes, compliance and
assessing the robustness of the internal control systems in all
areas of operations and the financial closure process. Internal
auditor’s findings are discussed and suitable corrective actions
are taken as per the directions of the Audit Committee on an
ongoing basis to improve the performance of the Company.

The Company’s internal control systems are well established
and are commensurate with the nature of its business, the size
and complexity of its operations. The Audit Committee reviews
the adequacy and effectiveness of the Company’s internal
control environment and monitors the implementation of audit
recommendations. The recommendations/suggestions of the
internal auditors are discussed in the Audit Committee meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Assessment and appointment of members to the Board are
based on a combination of the criteria that include ethics,
personal and professional stature, domain expertise, gender
diversity and specific qualifications required for the position.
While appointing the Independent Directors, the potential Board
member is also assessed on the basis of the independence
criteria defined in Section 149(6) of the Act, and regulation
16(1)(b) of the Listing Regulations.

Retirement by Rotation

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association

of the Company, Mr. K.B. Sankar Rao, (DIN: 05167550)
Non-Executive Director of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment.

The Board recommends the above re-appointment to the
shareholders. The notice convening the 34th Annual General
Meeting to be held on August 07, 2025 sets out the details.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed both under the Companies Act
and the Listing Regulations.

The Board of Directors has complete access to the information
within the Company. Independent Directors have the freedom to
interact with the Company’s management. Interactions happen
during the Board / Committee meetings when executives of
the Company are asked to make presentations about the
performance of the Company. Apart from this, they also have
independent interactions with the statutory auditors, the internal
auditors and external advisors appointed from time to time.
Further, they meet without the presence of any management
personnel and their meetings are conducted to enable the
Independent Directors to discuss matters about the Company’s
affairs and put forth their combined views to the Board of
Directors of the Company.

Key Managerial Personnel

The following have been designated as the key managerial
personnel of the Company pursuant to section 2(51) and 203 of
the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

Dr. Krishna Prasad Chigurupati - Chairman and Managing Director

Dr. Kandiraju Venkata Sitaram Rao - Joint Managing Director & CEO

Mrs. Uma Devi Chigurupati - Executive Director

Mr. Harsha Chigurupati - Executive Director

Mrs. Priyanka Chigurupati - Executive Director

Mr. Mukesh Surana - Chief Financial Officer

Ms. Chaitanya Tummala - Company Secretary

BOARD EVALUATION:

The Company has devised a policy for the performance
evaluation of the Independent Directors, Board, Committees
and other individual Directors and also includes criteria for
performance evaluation of the Non-Executive Directors
and Executive Directors. Pursuant to the provisions of the
Companies Act, 2013 read with the Rules issued thereunder and
the Listing Regulations (including any statutory modification(s)
or re-enactment(s) for the time being in force), the process

for annual evaluation of the performance of the Board, its
Committees and individual Directors was carried out.

The performance of the Board and individual Directors
was evaluated by the Board after seeking input from all the
Directors. The criteria for performance evaluation of the Board
included aspects such as Board composition and structure, the
effectiveness of Board processes, contribution to long-term
strategic planning, etc. The performance of the Committees
was evaluated by the Board after seeking input from the
Committee Members.

In a separate meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and the performance
of the Board as a whole including the Chairman of the Board.

EMPLOYEE STOCK OPTION SCHEME:

The Company’s Employees Stock Option Schemes viz.
ESOS-2009 & ESOS-2017 have been in place and the Company
has made grants under ESOS-2009 & ESOS-2017 to the eligible
employees of the Company and its subsidiaries. The Nomination
and Remuneration Committee of the Board of Directors of the
Company,
inter alia, administers and monitors the Employees’
Stock Option Schemes. The Company did not make any grant
under ESOS- 2017 during the FY 2024-25. There has not been
any material change in the Employee Stock Option Schemes
during the financial year under review. The Schemes and
their implementation are in line with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB
Regulations”) as amended thereof.

The applicable disclosures as stipulated under the SEBI
guidelines as of March 31, 2025 (cumulative position) about the
Employee’s Stock Option Schemes are herein under-provided.
The issue of equity shares pursuant to the exercise of options
does not affect the Statement of Profit and Loss of the Company,
as the exercise is made at the market price prevailing as on the
date of the grant plus taxes as applicable.

The Nomination and Remuneration Committee of the Board of
Directors of the Company, inter alia, administers and monitors
the Employees’ Stock Option Scheme. There has not been any
material change in the Employee Stock Option Schemes during
the period under review. The Schemes and their implementation
are in line with the SBEB Regulations as amended thereof.

Under regulation 13 of the SBEB Regulations, a certificate
from M/s. Saurabh Poddar & Associates, Practicing Company
Secretaries is annexed herewith as
Annexure-II to the
Board’s report.

The details of the stock options granted/vested/exercised
under the Granules India Limited - ESOS 2009 approved by
the members in the 18th Annual General Meeting and Granules
India Limited -ESOS 2017 approved by the members in the 26th
Annual General Meeting, are given below:

Sl.

Description

Details of Scheme

no.

ESOS-2009 ESOS-2017

(a)

Options granted till date under the scheme

15,602,800

2,50,000

(b)

Pricing formula

Closing market price as on the date
before the grant date on the National
Stock Exchange (where there was the

highest trading volume).

(c)

Options vested during the year

NIL

NIL

(d)

Options exercised during the year

50,000

1,25,000

(e)

Total number of shares arising as a result of the exercise of options

50,000

1,25,000

(f)

Options lapsed/surrendered during the year

NIL

NIL

(g)

Options lapsed/surrendered to date under the scheme

92,00,272

1,00,000

(h)

Variation in terms of options

NIL

NIL

(i)

Money realized by exercise of options during the year

58,50,000 4,41,25,000

(j)

Total number of options in force

64,02,528

1,25,000

(k)

Employee-wise details of options granted during the year

NA

NIL

(k)(i)

Senior managerial personnel

NA

NIL

(k)(ii)

Any other employee who receives a grant in any one year of options amounting
to 5% or more of options granted during the year.

NA

NIL

(k)

Identified employees who were granted an option, during any one year, equal

NA

NIL

(iii)

to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant.

(l)

Diluted Earnings per share (EPS) under the issue of shares on exercise of
options calculated by Accounting Standards - Earning per share.

H 13.17 per share

(m)

Where the company has calculated the employee compensation cost using
the intrinsic value of the stock options, the difference between the employee
compensation cost shall have been recognised if it had used the fair value of the
options.

Not Applicable

(n)

The weighted-average exercise price, whose exercise price either equals or

H 117.00/- per H 353.00/- per

exceeds or is less than the market price of the stock

share

share

(o)

Description of the method and significant assumptions used during the year to

The assumptions and model

used for

estimate the fair values of options.

estimating fair value are disclosed in Note
27 of the Standalone financial statements.

AUDITORS AND THEIR REPORTS:

Statutory Auditors

M/s. S.R. Batliboi & Associates LLP, a Firm of Chartered
Accountants, Hyderabad was appointed as the statutory
auditors of the Company for a term of 5 (five) consecutive years,
at the 31st Annual General Meeting held on July 27, 2022. They
have confirmed that they are not disqualified from continuing as
auditors of the Company.

The notes on the financial statement referred to in the
auditors’ report are self-explanatory and do not call for any
further comments. The auditors’ report does not contain any
qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

The Board has appointed M/s. Saurabh Poddar & Associates,
Company Secretaries, to conduct a secretarial audit for the
financial year 2024-25. The secretarial audit report of the
Company and its material unlisted Indian subsidiary for the
financial year ended March 31, 2025 is annexed herewith as
Annexure III to the Board’s report. The secretarial audit report
does not contain any qualification, reservation or adverse remark.

Subject to the approval of the members, the Board on the
recommendations of the Audit Committee, approved the
appointment of M/s. Saurabh Poddar & Associates, Company
Secretaries (Registration No. S2012AP177700) as the secretarial
auditor of the Company for a period of 5 (five) consecutive years
from the conclusion of 34th AGM till the conclusion of the 39th
AGM. Further, Mr. Saurabh Poddar, Proprietor of M/s. Saurabh
Poddar & Associates, Company Secretaries had confirmed that
he meets the criteria for appointment specified in regulation
24 (A) of listing regulations, section 203 and all other applicable
provisions of the Act. Further, the Company has also received
a copy of the Peer Review Certificate issued by the Institute
of Company Secretaries of India to the said auditor and a
declaration that the firm is not disqualified for the appointment
under the Act & listing regulations.

DISCLOSURES:

Meetings of the Board

Six meetings of the Board of Directors were held during the
year. The particulars of meetings held and attended by each
Director are detailed in the Corporate Governance report, which
forms part of this report.

Audit Committee

The Audit Committee is comprised of four (4) Members
out of which three (3) are Independent Directors and one (1)
is an Executive Director. During the year under review, five
Committee meetings were held, details of which are provided in
the Corporate Governance report. During the year under review,
there were no instances when the recommendations of the
Audit Committee were not accepted by the Board.

Vigil Mechanism & Whistleblower Policy

The Company has established a mechanism for Directors and
employees of the Company to report concerns about unethical
behaviour, actual or suspected fraud, or violation of the Code.
It also provides adequate safeguards against the victimization
of employees who avail of the mechanism and allows direct
access to the Chairperson of the Audit Committee in exceptional
cases. During the year, no person was denied access to the
Audit Committee.

The Vigil Mechanism & Whistleblower policy may be
accessed on the Company’s website at
https://granulesindia.
com/wp-content/uploads/2025/02/GIL-Whistle-blower-
policy-Jan-2025.pdf

Code of Conduct

A declaration regarding compliance with the code of conduct
signed by the Company’s Joint Managing Director & CEO is
published in the Corporate Governance report, which forms
part of the annual report.

Particulars of Loans given, Investments made,
Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given
and securities provided are provided in the standalone financial
statement (Please refer to Note No.4A, 4B, 7C and 26(b) to the
standalone financial statement).

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The particulars relating to the conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are annexed herewith as
Annexure V to the Board’s report.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the
Act, the Annual Return as of March 31, 2025 is placed on
the website of the Company and may be accessed on the
Company’s website at
https://granulesindia.com/investors/
notice-disclosures/annual-returns/.

Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as
required under section 197(12) of the Act, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed herewith as
Annexure VI
to the Board’s report.

In terms of the provisions of section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, as
amended thereof, a statement showing the names and other
particulars of the employees drawing remuneration over the
limits set out in the said rules forms part of this report.

Considering the first proviso to section 136 (1) of the Act, the
annual report, excluding the aforesaid information is being
sent to the members of the Company. The said information is
available for inspection by the members at the registered office
of the Company or through electronic mode during business
hours on working days up to the date of the forthcoming 34th
AGM of the Company. Any member interested in obtaining a
copy thereof may write to the Company Secretary in this regard.

The Directors further state that the remuneration paid to the
Key Managerial Personnel and Senior Management Personnel
is as per the Company’s Performance Evaluation and
Remuneration Policy.

Remuneration from Subsidiaries

Mrs. Priyanka Chigurupati has received a consideration for
settlement of employee stock option of H 57.04 million from
Granules Pharmaceuticals, Inc., a wholly-owned foreign subsidiary
of the Company in the Financial year ended on March 31,2025.

Maintenance of Cost Records specified by the Central
Government under Section 148 of the Companies Act,
2013

The Company has complied with the provisions relating to
the maintenance of Cost Records as specified by the Central
Government under section 148 of the Companies Act, 2013
during the year under review.

Policy on Sexual Harassment and Constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has a Policy on “Prevention of Sexual Harassment
of Women at Workplace” for the matters connected therewith
or incidental thereto covering all the aspects as contained
under the “The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013” and
constituted an Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

No complaints were pending at the beginning of the year. During
the year under review, one concern/complaint was reported and
resolved. No complaint was pending for more than ninety days
and as of the end of the financial year.

The Company regularly conducts awareness programs
for the employees.

GENERAL

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

• Details relating to deposits covered under Chapter V of the Act.

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

• Issue of shares (including sweat equity shares) to employees
of the Company under any scheme save and except the
Employee Stock Option Scheme referred to in this report.

• The Company does not have any scheme of provision of
money for the purchase of its shares by employees or by
trustees for the benefit of employees.

• Cost Audit is not applicable for the financial year 2024-25.

• No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status
and the Company’s operations in the future.

• No fraud has been reported by the auditors to the Audit
Committee or the Board.

• There are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016.

• There was no instance of a one-time settlement with any Bank
or Financial Institution.

ACKNOWLEDGEMENTS:

We express our sincere appreciation and thank our valued
shareholders, customers, bankers, business partners/
associates, analysts, financial institutions, insurance companies
and Central and State government departments for their
continued support towards the Company.

We are pleased to record our appreciation of the sincere and
dedicated services of the employees and workforce at all levels.

On behalf of the Board of Directors

Dr. Krishna Prasad Chigurupati

Chairman and Managing Director

Hyderabad, May 28, 2025 DIN: 00020180

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