Your Directors have pleasure in presenting their 15th Annual Report together with the Audited Statement of Accounts for the year ended31st March, 2025.
Particulars
Standalone Basis
Consolidated Basis
For the year ended 31st March
2025
2024
Revenue from operations
6,032.63
5,874.06
6,672.08
6,228.63
Other Income
47.88
31.32
42.55
28.31
Profit for the year before Interest, Depreciation and Tax
949.27
1,029.84
1,053.06
960.68
Less:
Interest
76.47
54.47
78.77
56.19
Depreciation
277.08
271.14
2 78.58
272.67
Tax Expense
105.4/
<7.75
125.17
16.01
Exceptional Item
(12.87)
-
Net Profit for the year
503.12
666.48
583.42
615.82
Retained Earnings - Balance brought forward
4,160.91
3,651.68
4,027.01
3,568.44
Dividend paid on Equity Shares during the year
(216.22)
(157.25)
Balance carried forward
4,447.81
4,394.22
The break-up of consolidated sales including export incentives is as under: (H in Crores)
Formulations
India Branded Business
2,339.25
2,200.26
International Business
3,199.95
2,782.15
API
India Business
279.15
283.61
853.73
962.61
Total
The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (IndianAccounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").
The Board of Directors at their meeting held on 6th May, 2025 has recommended Dividend of H11/- (550%) per equity share havingface value of H2/- each for the financial year 2024-25 which is the same as the Dividend of H11/- (550%) per equity share havingface value of H2/- each for the financial year 2023-24.
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015")
forms part of this Annual Report. Certain Statements in thesaid report may be forward-looking. Many factors may affectthe actual results, which could be different from what theDirectors envisage in terms of the future performance andoutlook.
During the year under review, our Oral Solid FormulationFacility (F-1), Oncology (Injectable and Oral Solid)Formulation Facility (F-2), Oral Solid Formulation Facility(F-4) were inspected by USFDA. The Company has receivedthe Establishment Inspection Report (EIR) for all the abovefacilities. Further, API-III Facility was successfully inspected byUSFDA in the month of March, 2025 for which EIR is awaited.
Our Bioequivalence Facility located at Vadodara was alsoinspected by the USFDA with 1 procedural observation.The Company has submitted its compliance within thestipulated period.
During the year under review, the financing requirementof the Company has been met through working capitalloans from multiple banks as well as issuance of commercialpapers (CPs).
A statement containing the salient features of the financialstatements of subsidiary/associate/joint venture companies,as per Section 129(3) of the Act, is part of the consolidatedfinancial statements.
The Company has taken steps to dissolve the following stepdown subsidiaries: i) Okner Realty LLC, ii) Alembic Labs LLC,iii) Alnova Pharmaceuticals SA, iv) Dahlia Therapeutics SA,v) Genius LLC, and vi) Alembic Mami SpA. Out of the above,
i) Okner Realty LLC and ii) Alembic Labs LLC have beendissolved. During the year under review, two step downsubsidiaries i.e. TicTwo Therapeutics Inc. and Alembic LifeSciences Inc. are acquired and incorporated respectively.
In accordance with fourth proviso of Section 136(1) ofthe Act, the Annual Report of the Company, containingtherein its standalone and the consolidated financialstatements has been placed on the website of the Company,www.alembicpharmaceuticals.com. Further, as per fifthproviso of the said section, audited annual accounts ofeach of the subsidiary companies have also been placedon the website of the Company. Shareholders interested inobtaining a physical copy of the audited annual accountsof the subsidiary companies may write to the CompanySecretary requesting for the same.
During the year under review, the Board of Directorson recommendation of Nomination and RemunerationCommittee ("NRC") appointed Ms. Geeta Goradia (DIN:00074343) as an Additional Director, designated asI ndependent Director of the Compa ny w.e.f. 3rd February, 2025for a period of five consecutive years.
Dr. Archana Hingorani (DIN: 00028037), IndependentDirector of the Company retired effective from3rd February, 2025, end of day, on completion of her secondterm of five consecutive years as Independent Director ofthe Company. The Board placed on record its appreciationfor the valuable contributions made by her towards growthof the Company.
The Board of Directors at its meeting held on6th May, 2025 have appointed Mr. Chirayu Amin(DIN: 00242549) as Executive Chairman and re-appointedMr. Pranav Amin (DIN: 00245099) as Managing Director ofthe Company for a period of five years, effective from 1st April,2026, subject to approval of the members at the ensuingAnnual General Meeting ("AGM").
In accordance with the provisions of Section 152 andother applicable provisions, if any, of the Act and theArticles of Association of the Company, Mr. Shaunak Amin(DIN: 00245523), Managing Director of the Company, willretire by rotation at the ensuing AGM and being eligibleoffers himself for re-appointment.
Mr. Chirayu Amin, Chairman & Chief Executive Officer,Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin,Managing Director, Mr. R. K. Baheti, Director - Finance &CFO and Ms. Manisha Saraf, Company Secretary are KeyManagerial Personnel of the Company.
Four (4) Board Meetings were held during the financial yearended 31st March, 2025. The details of the Board Meetingswith regard to their dates and attendance of each of theDirectors thereat have been provided in the CorporateGovernance Report.
The Company has received declarations/confirmations fromall the Independent Directors of the Company as requiredunder Section 149(7) of the Act read with Rule 6 of theCompanies (Appointment and Qualifications of Directors)Rules, 2014 and Regulation 25(8) of the SEBI ListingRegulations, 2015.
Pursuant to the provisions of the Act, SEBI Listing Regulations,2015 and NRC and the Board has carried out the annualperformance evaluation of the Board of Directors, itsCommittees and individual Directors by way of individualand collective feedback from Directors. The IndependentDirectors have also carried out annual performance evaluationof the Chairperson, the non-independent directors and theBoard as a whole. Structured questionnaires covering theevaluation criteria laid down by the NRC, prepared aftertaking into consideration inputs received from Directors,were used for carrying out the evaluation process.
The Directors expressed their satisfaction with the evaluationprocess.
In compliance with the requirements of Section 177 of the Actand Regulation 18 of the SEBI Listing Regulations 2015, theCompany has formed an Audit committee. The compositionof the Committee is provided in the report on CorporateGovernance forming part of this Report. The Committeeinter alia reviews the Internal Control System, Reportsof Internal Auditors, Key Audit Matters presented by theStatutory Auditors and compliance of various regulations.The Committee also reviews the financial statements beforethey are placed before the Board. During the financial year2024-25, the recommendations of Audit Committee wereduly accepted by the Board.
Pursuant to the provisions of Section 177(9) & (10) of the Actand Regulation 22 of the SEBI Listing Regulations, 2015, a VigilMechanism/Whistle Blower Policy for directors, employeesand other stakeholders to report genuine concerns has beenestablished. The same is uploaded on the website of theCompany and the web-link as required under SEBI ListingRegulations, 2015 is as under:
https://alembicpharmaceuticals.com/webfiles/pdf/Investor/
governance-philosophy/Whistle-Blower-Policy.pdf
The Company's internal control procedures which includesinternal financial controls, ensures compliance with variouspolicies, practices and statutes and keeping in view theorganization's pace of growth and increasing complexityof operations. The internal auditors' team carries outextensive audits throughout the year across all locationsand across all functional areas and submits its reports tothe Audit Committee.
Alembic Group has been proactively carrying out CSRactivities since more than fifty years. Alembic Group hasestablished, nurtured and promoted various Non-ProfitOrganizations focusing on three major areas - Education,Healthcare and Rural Development.
In compliance with requirements of Section 135 of the Act,the Company has laid down a CSR Policy. The compositionof the Committee, contents of CSR Policy and report onCSR activities carried out during the financial year ended31st March, 2025 in the format prescribed under theCompanies (Corporate Social Responsibility Policy) Rules,2014 is annexed herewith as Annexure A.
In compliance with the requirements of Section 178 of theAct and Regulation 19 of the SEBI Listing Regulations, 2015,the Company has laid down a Nomination and RemunerationPolicy which has been uploaded on the Company's website.The web-link as required under the Act is as under:https://alembicpharmaceuticals.com/webfiles/pdf/Investor/governance-philosophy/Nomination%20and%20Remuneration%20Policy.pdf
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy
2) Definitions for the purposes of the Policy
3) Policy for appointment and removal of Director, KMPand Senior Management
4) Policy relating to the Remuneration for the ManagerialPersonnel, KMP, Senior Management Personnel & otheremployees
5) Remuneration to Non-Executive/Independent Director
Considering the evolving dynamics and in order to maintainalignment of the policy with our organization's goals andobjectives, the Nomination and Remuneration policy of theCompany was amended during the year.
In compliance with the requirements of Regulation 43A of theSEBI Listing Regulations, 2015, the Company has laid downa Dividend Distribution Policy, which has been uploaded onthe Company's website. The web-link as required under SEBIListing Regulations, 2015 is as under:https://alembicpharmaceuticals.com/webfiles/pdf/Investor/governance-philosophy/APL-Dividend%20Distribution%20Policy.pdf
Related party transactions that were entered into during thefinancial year were on arm's length basis and were in ordinarycourse of business. There were no related party transactionswhich could be considered material. Hence, there is noinformation to be provided as required under Section134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014.
There are no materially significant related party transactionsmade by the Company which may have potential conflictwith the interest of the Company.
The Board has approved a policy for related party transactionswhich has been uploaded on the Company's website.The web-link as required under SEBI Listing Regulations, 2015is as under:
governance-philosophy/10-RPT-Policy-1.pdf
The Report on Corporate Governance as required underRegulation 34 read with Schedule V of the SEBI ListingRegulations, 2015, forms part of this Annual Report.
The certificate from M/s. Samdani Shah & Kabra, PracticingCompany Secretaries required as per the aforesaidSchedule V, confirming compliance with the conditions ofCorporate Governance as stipulated under the SEBI ListingRegulations, 2015 is attached to the Report on CorporateGovernance.
The Business Responsibility & Sustainability Report asrequired under Regulation 34 of the SEBI Listing Regulations,2015, forms part of this Annual Report.
The equity shares of the Company are listed on BSE and NSEwith Stock Code 533573 and security ID/symbol of APLLTD.The ISIN for equity shares is INE901L01018.
The Company confirms that the annual listing fees toboth the stock exchanges for the financial year 2025-26 havebeen paid.
During the year under review, the Company has not grantedany Loans and given any Guarantees falling within thepurview of the provisions of Section 186 of the Act readwith the Companies (Meetings of Board and its Powers)Rules, 2014. The details of Investments made under the said
provisions are provided in Note No. 4 of Notes to StandaloneFinancial Statements of the Company.
a) Statutory Auditors:
M/s. K C Mehta & Co. LLP, Chartered Accountantshaving Firm Registration No. 106237W/W100829 willcomplete their term of five (5) years at the conclusionof the ensuing AGM for the financial year 2024-25.
The Auditors' Report does not contain any qualification,reservation, adverse remark or disclaimer. The Notes onfinancial statement referred to in the Auditors' Reportare self-explanatory and do not call for any furthercomments.
The Audit Committee and Board of Directors at theirrespective meetings held on 6th May, 2025, subjectto approval of the shareholders, recommendedthe appointment of M/s. KKC & Associates LLP,Chartered Accountants having Firm RegistrationNo. 105146W/ W100621 as Statutory Auditors of theCompany to hold office for a term of 5 (five) yearsi.e. from the conclusion of the ensuing AGM till theconclusion of the AGM for the financial year 2029-30.
M/s. KKC & Associates LLP has confirmed their eligibilityand qualification required under the Act for holdingthe office as Statutory Auditors of the Company.
b) Secretarial Auditors:
The Board ofDirectors had appointed M/s. Samdani Shah& Kabra, Practicing Company Secretaries, to conductSecretarial Audit for the financial year 2024-25.
The Secretarial Audit Report of M/s. Samdani Shah &Kabra, Practicing Company Secretaries for the financialyear 2024-25, is annexed herewith as Annexure B.The Secretarial Audit Report does not contain anyqualification, reservation or adverse remark.
During the year under review, the Company hascomplied with the applicable provisions of theSecretarial Standards as prescribed by the Institute ofCompany Secretaries of India.
The Audit Committee and Board of Directors at theirrespective meetings held on 6th May, 2025, subjectto approval of the shareholders, recommended theappointment of M/s. Samdani Shah & Kabra, PractisingCompany Secretaries having Firm Registration Number:P2008GJ016300 as Secretarial Auditors of the Companyto hold office for a term of 5 (five) years commencing
from the financial year 2025-26 till the financial year2029-30.
M/s. Samdani Shah & Kabra has confirmed theireligibility and qualification required under the Actfor holding the office as Secretarial Auditors of theCompany.
c) Cost Auditors:
The provisions of Section 148(1) of the Act with regardto maintenance of cost records are applicable to theCompany and the Company has made and maintainedthe cost records as specified therein.
The Board of Directors appointed M/s. Diwanji & Co.,Cost & Management Accountants as Cost Auditors forconducting audit of the cost records maintained by theCompany relating to Bulk Drugs and Formulations forthe financial year 2025-26.
d) Internal Auditors:
The Board of Directors appointed M/s. Sharp & TannanAssociates, Chartered Accountants as Internal Auditorsof the Company for the financial year 2025-26.
The Company has constituted a Risk ManagementCommittee and formulated a Risk Management Policy whichfunctions as a guiding tool in fulfilling the management'sresponsibility towards risk management. Major risksidentified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.These are discussed at the meetings of the Risk ManagementCommittee, Audit Committee and the Board of Directors.
There have been no material changes and commitmentsaffecting the financial position of the Company since theclose of financial year i.e. since 31st March, 2025. Further, itis hereby confirmed that there has been no change in thenature of business of the Company.
A copy of the Annual Return as required under Section 92(3)of the Act has been placed on the Company's website.The web-link as required under Section 134(3)(a) of the Actis as under:
https://alembicpharmaceuticals.com/
notices-correspondences-disclosures.
The information required under Section 134(3)(m) of the Actread with Rule 8(3) of the Companies (Accounts) Rules, 2014,is annexed herewith as Annexure C .
Disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, is annexed herewithas Annexure D.
A statement showing the names and particulars of theemployees falling within the purview of Rule 5(2) of theaforesaid rules are provided in the Annual Report. The AnnualReport is being sent to the members of the Companyexcluding the aforesaid information. The said informationis available for inspection at the Registered Office of theCompany during working hours and the same will befurnished on request in writing to the members.
a) The Company has not accepted/renewed any deposits.Further, there has been no default in repayment ofdeposits or payment of interest thereon. No depositsremained unpaid or unclaimed as at the end of the yearunder review.
b) The Company does not have any scheme of provisionof money for the purchase of its own shares byemployees or by trustees for the benefit of employees.
c) In the opinion of the Board, the Independent Directorappointed during the year is person of integrity andpossess expertise, experience and proficiency.
d) Neither the Managing Director nor the Whole-timeDirectors of the Company have received anyremuneration or commission from any of itssubsidiaries.
e) No significant or material orders were passed by theRegulators or Courts or Tribunals which impact thegoing concern status and Company's operations infuture.
f) No fraud has been reported by the Auditors underSection 143(12) of the Act to the Audit Committee orthe Board.
g) The Company has in place a Policy on prevention ofSexual Harassment in line with the requirements of
The Sexual Harassment of Women at the Workplace(Prevention, Prohibition & Redressal) Act, 2013 andhas constituted the Internal Complaints Committeeto redress complaints received regarding sexualharassment. During the year, no complaint wasreceived by the Company.
h) Neither application was made nor any proceeding ispending under the Insolvency and Bankruptcy Code,2016.
i) No settlements have been done with banks or financialinstitutions.
Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:
a) in preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures,if any;
b) they have selected such accounting policies andapplied them consistently and made judgments and
estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany at the end of the financial year and of theprofit of the Company for that period;
c) they have taken proper and sufficient care formaintenance of adequate accounting recordsin accordance with the provisions of the Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a goingconcern basis;
e) they have laid down internal financial controls tobe followed by the Company and that such internalfinancial controls are adequate and operatingeffectively; and
f) they have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
On behalf of the Board of Directors,
Chirayu Amin
Chairman & Chief Executive Officer(DIN: 00242549)
Alembic Pharmaceuticals Limited
CIN: L24230GJ2010PLC061123
Regd. Office: Alembic Road, Vadodara - 390 003
Tel: 91 265 6637000
Website: www.alembicpharmaceuticals.comE-mail: apl.investors@alembic.co.in
Date: 6th May, 2025Place: Vadodara