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AstraZeneca Pharma India Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 20271.25 Cr. P/BV 23.23 Book Value (Rs.) 349.12
52 Week High/Low (Rs.) 9850/7552 FV/ML 2/1 P/E(X) 108.10
Bookclosure 31/07/2026 EPS (Rs.) 75.01 Div Yield (%) 0.44
Year End :2026-03 

Your Directors are pleased to present the 47th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS

(' in Million)

Particulars

2025-26

2024-25

Sales and Other Income

23,041

17,569.2

Profit/(Loss) Before Tax

2,522

1,564

Provision for Taxation

- Income Tax

591

601

-Tax provision relating to prior year

3

4

- Adjustment for Deferred Tax

53

(199)

Total Tax

647

406

Profit/(Loss) after Taxation

1,875

1,157

Other comprehensive income/ (loss) for the year

(44)

(12)

Total comprehensive income for the year

1,831

1,146

Surplus brought forward from the previous year

6,327

5,781

Impact of Ind AS 116

Total amount available for appropriation

8,158

6,927

Appropriation made by Directors

Transfer to General Reserve

-

-

Appropriation recommended by Directors

Dividend

(800)

(600)

Tax on proposed Dividend

Surplus carried over

7,358

6,327

Dividend

The Board is pleased to recommend dividend of ' 36/- per equity share of ' 2/- each, which if approved at the forthcoming Annual General Meeting, will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose.

Business

The Company registered product sales of ' 21,559m versus last year sales of ' 16,084m delivering a high double-digit growth of 34%. The Company achieved a total comprehensive income of ' 1,831 m during FY 2025-26.

The consistent high sales growth YoY has been a result of our innovation strategy combined with a focus on patient screening and access to improve therapy outcomes. The year witnessed new product launches for unmet patient needs (Lokelma, Soliris) and the expansion of Oncology portfolio with new indication approvals. Our innovative portfolio which includes Osimertinib (Tagrisso), Durvalumab (Imfinzi), Benralizumab (Fasenra), Ticagrelor (Brilinta), Trastuzumab-Deruxtecan (Enhertu), Selumetinib (Koselugo), the newly launched Sodium Zirconium Cyclosilicate (Lokelma) and, Eculizumab (Soliris) contributed to this performance.

Oncology Business Unit

In FY 2025-26, the Oncology Business Unit delivered exceptional growth of 44% YoY, reinforcing Company’s position as a leader in cancer care in India driven by strong momentum across priority tumour areas (Lung, Breast, Gastrointestinal (GI), and Genitourinary/Gynaecological (GU/ GYN) cancers). Growth was underpinned by rapid adoption of innovative therapies, expanded indications, and continued engagement with medical experts and institutions, alongside efforts to strengthen the diagnostic ecosystem.

Our commercial strategy is anchored on three pillars:

1. Innovative science - Our portfolio strength to redefine Standard of Care

2. Transforming patient care - Closing systemic care gaps through targeted partnerships, innovative access solution, building diagnostic capabilities and resilient healthcare infrastructure.

3. Leveraging scale - Deepening expertise and leadership across priority tumour types: Lung, Breast, Gastrointestinal, Genitourinary and Gynaecological cancers.

This performance reflects the strength of our portfolio, the precision of our commercial execution, and our commitment to transforming outcomes for patients across all major tumour types.

Lung cancer

With early detection reshaping the treatment landscape and precision medicine unlocking new survival possibilities, Company’s broad portfolio and deep pipeline position is at the forefront of redefining what is achievable in lung cancer care.

Tagrisso (Osimertinib) remained the #1 oncology brand by sales for the Company and ranks #3 in oncology brands in India (IPSOS MAT December 2025). It continues as the established standard of care for EGFR mutated lung cancer in both advanced and early-stage resectable settings.

Imfinzi (Durvalumab) is an immunotherapy spanning the full lung cancer continuum with distinct trials (AEGEAN, PACIFIC, CASPIAN, ADRIATIC) underpinning each indication. This breadth of regulatory success, combined with sustained commercial momentum, has driven strong year-on-year growth in FY 2025-26, affirming Imfinzi’s growing centrality to Company’s oncology leadership in India.

Breast Cancer

Our breast cancer strategy is built for breadth and depth, addressing diverse tumour biology across all subtypes and stages, paired with targeted early diagnosis initiatives that expand the patient funnel and raise the standard of care from detection through treatment.

Enhertu (Trastuzumab deruxtecan) has emerged as the #7 (IPSOS MAT December 2025) oncology brand in India and the defining growth driver of our breast cancer portfolio. Two launches i.e DB06 and DPT02 in FY2025-26 unlocked new patient populations, broadened our treatment offering across tumour subtypes, and accelerated portfolio growth with further runway ahead.

Gastrointestinal Cancer

In a country where GI cancer represents one of the highest disease burdens we are committed to providing innovative immuno-oncology therapies and creating awareness around early diagnosis. Alongside these efforts, we are strengthening cancer care infrastructure through clinical guideline development & systematic screening programmes.

Imfinzi (Durvalumab) delivered an exceptional FY 2025-26, launching a major indication i.e. MATTERHORN and introducing innovative access solution. This holistic strategy has produced extraordinary results, positioning Imfinzi as the #4 oncology brand in India and the fastest-growing IO therapy in FY 2025-26. With Imfinzi now leading in Biliary Tract Cancer (BTC), Unresectable Hepatocellular Carcinoma (uHCC), and Gastric Cancer (GC) we have reinforced our position as a GI leader in the Indian market. With a significant unmet need in the GI space, Imfinzi & Imjudo (Tremelimumab) bring hope to thousands of patients, furthering our commitment to transforming cancer care across India.

Enhertu (Trastuzumab deruxtecan) continues to be another key part of our GI portfolio and continues to see increased adoption for appropriate and indicated patients with HER2 positive metastatic gastric cancer

Genitourinary/Gynecological Cancers

The financial year 2025-26 marked a significant strategic expansion in GU/GYN cancer. The launch of 3 new Imfinzi (Durvalumab) indications i.e. DUO-E, NIAGARA and DUO-E Mono brought innovative treatment solutions to patient groups with critical unmet needs. With Enhertu (Trastuzumab deruxtecan) now part of the portfolio, we are empowering

oncologists to offer a paradigm-shifting, HER2-targeted therapy that redefines what is possible for patients facing advanced gynaecological and genitourinary cancers.

Lynparza’s (Olaparib) sustained value share leadership despite loss of patent exclusivity underscores the enduring strength of our commercial execution. With Imfinzi (Durvalumab), Lynparza (Olaparib) and Zoladex (Goserelin acetate) now forming a broad, complementary portfolio, company is uniquely positioned to redefine the standard of care across Genitourinary and Gynaecological cancers in India.

The Company is encouraged by the strong progress of the Oncology Business in FY 2025-26 and remains committed to sustaining momentum through innovation, expanded access, and continued partnerships across the healthcare ecosystem.

Biopharmaceutical Business Unit

In the FY 2025-26, BioPharmaceutical division remained steadfast in advancing our mission of life altering solutions to patients. The Company continued its strategy around Access and Specialists, further enhancing with new launches in Biopharmaceutical division. Despite facing competition from generic brands, overall Biopharmaceutical Business demonstrated robust performance, achieving a noteworthy growth of 7.4% during the financial year.

Ticagrelor (Brilinta) is approved for treatment in Acute Coronary Syndrome (ACS) and used in high-risk Post MI patients further gaining momentum with an annual growth of 16% despite LOE by parent company and 35 generic brands (IQVIA Sales audit MAT December 2025).

The Company’s continued focus on the awareness of use of potent anti-platelet drugs in ACS including science behind the product and its Cath Lab coverage led us to this achievement despite the presence of several generics in the market.

The Company expanded its Renal portfolio by launching much awaited Lokelma (Sodium Zirconium Cyclosilicate), a novel potassium binder for the treatment of Hyperkalemia. Lokelma transforms the way Hyperkalemia is managed in India and gives a beacon of hope to the patients by providing long term control of Hyperkalemia and safeguarding Cardio Renal health of the patient. The brand has emerged as one of the most successful launches of 2025, based on first-month sales value. (Ref - IQVIA Sales Audit MAT Dec 2025)

Fasenra the first Biologic from AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 1091 patients. It is regarded as the most effective, convenient, and safe therapy for SEA by the pulmonologists and patients. Fasenra continues to consolidate #1 Biologic brand position with 44% value market share (Source: RS Associates, Sales audit 2025) growing at 44%.

Breztri aerosphere, launched in January, 2025, is indicated for use in maintenance therapy of COPD patients. COPD is the 2nd leading cause of mortality in the country. Breztri, backed by strong evidence of mortality reduction and improved patient outcomes, can help address this gap.

Since its launch, Breztri has gained rapid clinical acceptance across India, with over 15,000 (Ref: Breztri NbRx) patients initiated on therapy since launch - leading to an impressive annual growth of 195%. The inhaler’s ease of use, robust efficacy, and once-daily convenience have resonated well with both physicians and patients.

Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose Cotransporter Inhibitors), faced strong headwinds from 650 generic SGLT2i brands (IQVIA Sales audit MAT Dec 2025) of Dapagliflozin and its combinations.

Symbicort grew by 24% with wider reach and higher share of voice helping patients for better Asthma control.

Rare Disease Business Unit:

During FY 2025-26, AstraZeneca continued to strengthen its presence in the Rare Disease segment through focused initiatives spanning awareness, diagnosis, access, advocacy, and patient support.

The Company continued to be the provider of the first and only approved therapy for pediatric patients with neurofibromatosis type 1 (NF1) with inoperable plexiform neurofibromas (PN). During the year, it delivered six international expert-led educational sessions on NF1-PN, in collaboration with educational societies and leading academic institutions across India, reaching over 500 healthcare professionals. A key milestone in advancing specialised NF1 care was achieved through the signing of the first NF1 Clinic MoU with the Indira Gandhi Institute of Child Health (IGICH), Bengaluru. In addition, Kerala enabled a first-of-its-kind state-level inclusion for NF1 treatment support, under which the first patient received therapy through the Company’s Patient Assistance Program (PAP) with state funding support. The Company also continued to advocate for inclusion of NF1 under the National Policy for Rare Diseases (NPRD) to improve access.

In August 2025, the Company launched Soliris (eculizumab) for atypical Hemolytic Uremic Syndrome (aHUS) and Paroxysmal Nocturnal Hemoglobinuria (PNH). Within seven months of launch, these efforts positively impacted over 200 patients. To support timely intervention, we embarked on a robust scientific dissemination programme involving 825 medical interactions, 15 awareness programmes at national conferences, and over ten scientific events led by global opinion leaders. The Company also worked with leading nephrologists to support standardisation of clinical treatment

protocols for aHUS and established a nationwide diagnostic framework for ADAMTS-13 testing. To address diagnostic barriers, it introduced a free-of-cost Patient Support Program (PSP) for ADAMTS-13 testing, enabling eligible patients to receive essential diagnostic results within 48 hours.

The Company also continued to support patient groups across NF1, aHUS, and PNH, with a focus on strengthening patient communities and improving awareness. In parallel, it advanced advocacy efforts for expansion of Centres of Excellence (COEs) across India, with an additional 2 to 3 COEs expected to become operational by year-end. The Company further supported policy dialogues and stakeholder roundtables, including the IHW Rare Disease Summit and the FICCI Rare Disease Conference, contributing to discussions on strengthening the rare disease ecosystem in India.

The Company supported patient group-led innovation through the Rare Impact Hackathon, a multi-country initiative hosted in India, bringing together stakeholders from seven countries along with institutions such as ICMR, AIIMS, and CII to enable scalable, patient-centric solutions. During Rare Disease Month, the Company undertook multiple awareness initiatives, including public awareness walks in Jaipur, Kolkata, and Lucknow, and the ‘Racefor7’ marathon in Bengaluru. It also launched the ‘CareforeveryRare’ microsite and related digital platforms to help patients better navigate their treatment journeys.

At the state level, policy developments in Karnataka and Kerala reflected encouraging momentum towards improving access and support for patients living with rare diseases, aligned with the broader objectives of the NPRD.

AstraZeneca remains committed to improving outcomes for people affected by rare diseases through continued progress in awareness, diagnosis, access, and patient care.

Manufacturing

During the year we successfully completed transition of products to alternative sites within the global network to ensure uninterrupted supply to patients, and quality responsibilities were smoothly transferred within the network, ensuring ongoing oversight and regulatory compliance.

Safety, quality, and compliance, remained our top priority throughout the planned closure of the manufacturing site. After the cessation of manufacturing activities, the site exit programme advanced in an orderly and structured manner, including facility decommissioning, systematic equipment shutdown & removal, and separation of employees.

Material changes and commitment, if any, affecting financial position of the Company from the end of the Financial Year and till the date of this Report

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Deposits

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Safety, Health and Environment

During the Financial Year 2025-26, the Company continued to prioritise employee safety, health, and well-being. Twowheeler safety awareness was reinforced through targeted video capsules, alongside increased field-level vehicle inspections to promote compliance and improve employee on-road safety. Regular emergency evacuation drills at the Company Offices underscored the Company’s commitment to workplace safety and preparedness. Annual health check-ups were also extended to employees across both field operations and the Company offices, supporting overall employee well-being.

Human Resources

The Company continues to advance its aspiration of being a Great Place to Work by creating an enabling environment where people can grow, learn and perform at their best. Throughout the year, focused efforts were made to build futureready capabilities across the organisation, with development opportunities designed to support talent at different stages of their career journey.

We embed our People & Sustainability priority by translating our people strategy into measurable actions. Our focus remains on building a futureready workforce, simplifying the

employee experience, and strengthening a highperforming, inclusive culture that supports our Bold Ambition.

Inclusion is central to the way the Company approaches Diversity. The focus remains on fostering a culture of inclusion and belonging, recognising that an inclusive environment allows diverse talent to thrive. Creating an open and engaging environment remains central to driving high performance.

Learning and development remain critical to sustainable growth. Digital learning platforms play a key role in encouraging continuous learning, agility and innovation, strengthening the foundation of a highperforming organisation aligned to the Company’s people strategy. Through a digital learning ecosystem and targeted development journeys, we build futureready capabilities, strengthen leadership, and support career progression from early talent to senior leadership.

The Company’s values underpin performance and reward outcomes and are reinforced through the CatAlyZe global recognition platform, which celebrates behaviours that support sustained performance and progress towards the Company’s Bold Ambition.

Our sustained commitment to people excellence was externally recognised. The Company achieved Top Employer Certification 2026, reflecting our progression from strong foundational practices to globally benchmarked people excellence.

Number of Employees

The total number of employees of the Company as on March 31, 2026 was 760 as against 802 as on March 31, 2025.

Legal Matters

In the last year’s Board’s Report, arbitration proceedings initiated by National Highway Authority of India (NHAI) before Arbitrator at Bengaluru in relation to first acquisition of land made by NHAI in 2004 were reported and the arbitration proceedings invoked by the Company seeking, inter-alia, enhancement of compensation from NHAI in respect of second acquisition of land made by NHAI in 2011. The Arbitration proceedings initiated by NHAI were heard and reserved for passing award. With regard to Arbitration on the second acquisition by NHAI, there has been no reportable development.

Further, the Members were also informed about Writ Petition filed by the Company before the Hon’ble High Court of Karnataka challenging the demand notice received from Bruhat Bengaluru Mahanagara Palike (BBMP) dated August 7, 2014 demanding improvement charges from the Company and the interim stay granted by the Hon’ble High Court of

Karnataka. On January 10, 2025, the matter was taken up for final hearing and the Hon’ble High Court of Karnataka, on the ground that the impugned circular challenged in the writ petition is already considered by the coordinate bench of the Hon’ble High Court, dismissed the Writ Petition. The Company has filed Writ Appeal before the Division Bench of the Hon’ble High Court of Karnataka.

Matter came up on March 11, 2026 wherein the Hon’ble Court division bench, relied on the fact that the Circular had already been upheld by the Learned Single Judge in the earlier matter, declined to accept contentions and submissions and dismissed the appeal by its order dated March 11, 2026.

In the last year’s Board’s Report, the Members were also informed about the Company receiving a demand notice for an amount of ' 157.39 crore (and interest thereupon) under Trade Margin Rationalisation notification (‘TMR notification’) from National Pharmaceutical Pricing Authority (NPPA) alleging overcharging of a patented anti-cancer drug sold during the period of March 8, 2019 to January 31, 2021. The said drug has been included with certain other anti-cancer medicines, on which trade margin caps are applicable under TMR notification. Based on evaluation, management is of the view that the TMR notification is not applicable to the aforesaid patented drug and all applicable laws relating to the pricing of the product have been complied with. The Company has filed a Writ Petition before the High Court of Delhi challenging the NPPA’s demand notice, and the same is currently pending for final hearing.

Transfer to Investor Education and Protection Fund

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in the financial year 2025-26.

Directors’ Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors state in terms of Section 134(5) of the Companies Act, 2013 (‘the Act’):

a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that they had selected such accounting policies 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 for the year ended March 31, 2026 and of the profit and loss of the Company on that date.

c) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that they had prepared the annual financial statements on a going concern basis.

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The details in respect of internal financial controls and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Report.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees. There is zero tolerance of discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, there were no complaints received or disposed off by the Internal Complaints Committee.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Board Meetings

During the financial year, 6 Meetings of the Board were held. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), performance evaluation exercise was carried out for evaluation of the

performance of the Board as a Whole, the Chairperson, Independent Directors and the Non-Independent Directors.

The Company had formulated a questionnaire to carry out the evaluation exercise. The questionnaire has been structured to embed various parameters based on identified criteria such as composition, functioning of board/ committees, process, individual roles/obligations etc., and framework to carry out the evaluation effectively.

Further as part of the process, Chairperson of the Nomination and Remuneration Committee provided feedback to the Board members on the evaluation carried out.

As required under Listing Regulations, the Independent Directors held a separate meeting on February 11, 2026.

All Independent Directors attended the meeting. The Independent Directors discussed/reviewed the matters specified in Regulation 25(4) of the Listing Regulations.

Nomination and Remuneration Policy of the Company

The Company has adopted a Nomination and Remuneration Policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company, which inter alia govern the selection / nomination of Board members, appointment to Senior Management levels, review and approval of their remuneration etc.

The policy is available at https://www.astrazeneca.in/

content/dam/az-in/pdf/files/AprNomination%20and%20

Remuneration%20Policy.pdf.

Vigil Mechanism / Whistle-Blower Policy

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The mechanism provides for adequate safeguards to Director(s)/Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairperson of the Audit Committee. The Whistle Blowing Policy is available at https:// www.astrazeneca.in/content/dam/az-in/pdf/2024/Whistle-Blowing-Policy.pdf.

Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy of the Company is available at https://www.astrazeneca.in/content/ dam/az-in/pdf/2024/sep/Dividend-Distribution-Policy.pdf.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of The Companies (Accounts) Rules,

2014 is annexed as Annexure - I, which forms part of this Report.

Related Party Transactions

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Senior Management which may have a potential conflict with the interest of the Company at large.

The Company entered into materially significant related party transactions with AstraZeneca UK Limited and AstraZeneca AB, Sweden for purchase, transfer and receipt of products, goods, material, services and reimbursement on account of transfer price or other obligations which were within the limits approved by the Members of the Company.

Further, the Members of the Company have also approved the materially significant related party transactions to be entered into by the Company with AstraZeneca UK Limited and AstraZeneca AB, Sweden for the period from April 1, 2026 to March 31, 2027.

All Related Party Transactions are placed before the Audit Committee for its prior approval. Omnibus approval of the Audit Committee is obtained for transactions which are repetitive in nature or when the need for them cannot be foreseen in advance, subject to statutory limits.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at https://www.astrazeneca.in/content/dam/az-in/ pdf/2025/investor_relations_section_DU/Policy%20on%20 Related%20Party%20Transactions.pdf.

Details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed as Annexure - II, which forms part of this Report.

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review is carried out to ensure that executive

management controls risks by means of a properly defined framework.

The Company has formulated a Risk Management Policy which will guide the Risk Management Committee and the internal team to effectively manage the risks that the business faces.

The details of Risk Management Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility

Building a healthy future for people, society and the planet

At AstraZeneca we recognise the strong connection between business growth and resilience, and the need to address the major health challenges of our time, our approach to sustainability focuses on how we make a sustainable impact and how we do business:

a) How we make a sustainable impact: Through the power of science and innovation, we are taking action on climate and nature, health equity and health systems resilience. We collaborate with governments, health systems, patient groups, academia and NGOs to focus our shared efforts where we can have the greatest impact — on local, regional and global health.

b) How we do business: We are guided by our Values and invest in our people to create long-term value, resilience and trust by operating responsibly, ethically and with robust governance. As a global, science-led, patient-focused pharmaceutical company, we are transforming the future of healthcare by unlocking the power of what science can do for people, society and the planet.

Making a Sustainable impact

As a responsible Company, we are tackling the biggest sustainability challenges of our time, including the climate crisis, biodiversity loss, health equity and health system resilience. These are interconnected and require collaboration within and beyond the health sector. The Company’s inter-connected pronged sustainability priorities include:

Climate & Nature Change: Nature is essential for the health of people and the planet. However, nature and biodiversity loss are putting human and planetary health at risk. Urgent action

is needed to protect and restore the ecosystems and natural resources that communities, economies and society at large rely on.

Health Equity: Everyone deserves the opportunity to live their healthiest life. We aim to close healthcare gaps among underserved patients so more people can benefit from innovative medicines. Those at highest risk of disease often lack timely diagnosis and care, and our vision is to improve health equity across all healthcare systems by removing barriers to healthcare.

Health systems resilience: Ageing populations, a surge in chronic and non-communicable diseases (NCDs), underinvestment in healthcare and the climate crisis are all straining health systems globally. As a result, healthcare is becoming more fragmented, reactive and overly dependent on emergency and hospital services. Health systems overwhelmed by today’s needs are unprepared for tomorrow’s demands. The time to strengthen them is now.

How we do business:

Our Values and behaviours: Our Values determine how we work together and the behaviours that drive our success. They guide our decision making, define our beliefs and help foster a strong culture at AstraZeneca.

We Follow the science; We put patients first; We play to win; We do the right thing; We are entrepreneurial

Our People: Being purposeful about people, we aim to deliver great employee experiences by being champions of inclusion and diversity while fostering personal growth and enterprise leadership.

Our governance and ethics: By embedding ethical behaviour and transparent policies throughout our Company activities and value chain, we strive to deliver positive impact that builds on the direct benefits of our life-changing medicines.

The Corporate Social Responsibility Policy is available at https://www.astrazeneca.in/content/dam/az-in/pdf/PDF/ June21/8.%20Corporate%20Social%20Responsibility%20 Policy.pdf.

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - III, which forms part of this Report.

Annual Return of the Company

In terms of the requirements of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available at www.astrazeneca.com/india.

Details of remuneration of Directors/Key Managerial Personnel

The information relating to remuneration of Directors/Key Managerial Personnel as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, is annexed as Annexure - IV, which forms part of this Report.

Particulars of Employees

The statement under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - V, which forms part of this Report.

The said Annexure is not being sent to the Members presently. However, the said information is open for inspection and any Member interested in obtaining the copy of the same may write to the Company Secretary at comp.secy@astrazeneca.com.

Compliance with Maternity Benefits Act, 1961

The Company has complied with provisions relating to the Maternity Benefits Act, 1961.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Regulations is annexed as Annexure - VI to this Report.

Corporate Governance

A detailed report on corporate governance as required under the Listing Regulations is annexed as Annexure - VII to this Report. Certificate of the Practising Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Report on Corporate Governance.

Reporting of Frauds

There was no instance of fraud during the year under review, which was required to be reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any Loan, or provided any Guarantees or made Investments

within the meaning of Section 186 of the Companies Act, 2013.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review, there was no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

Issue of Sweat Equity Shares

Pursuant to Rule 8(13) of Chapter IV of the Act, the Company has not issued any sweat equity shares during the financial year.

Shares with Differential Voting Rights

As required under Rule 4(4) of Chapter IV of the Act, the Company has not issued any shares with differential voting rights during the financial year.

Statutory Committees

Pursuant to Section 178 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on May 30, 2014, had constituted the Nomination & Remuneration Committee and the Stakeholders’ Relationship Committee. Pursuant to Section 135 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on August 12, 2014 had constituted the Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors at its meeting held on February 6, 2019 had constituted the Risk Management Committee. Details of these Committees including the Audit Committee are furnished in the Corporate Governance Report. The Board of Directors at its meeting held on May 30, 2014 adopted the terms and references of the Audit Committee in line with Section 177 of the Act.

Directors and Key Managerial Personnel

The Act provides for appointment of Independent Directors, who shall hold office for a term of up to 5 consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a special resolution by the Company. Further, the provisions of retirement by rotation as envisaged under Section 152 of the Companies Act,

2013, shall not apply to such Independent Directors. The Independent Directors of the Company as on the date of this Report, Ms. Shilpa Divekar Nirula, Ms. Revathy Ashok and Ms. Monica Widhani, have furnished the required declaration under the provisions of Section 149 of the Companies Act, 2013, affirming that they meet the criteria of independence.

Changes to the Board of Directors

The following Directorship changes occurred during the year:

Retirement/ Resignation from the Board:

(a) Dr. Sanjeev Kumar Panchal resigned as a Managing Director w.e.f. close of business hours on June 30, 2025 pursuant to a Global role within AstraZeneca Group.

(b) Ms. Sylvia Varela (Non-Executive Director) resigned w.e.f. close of business hours on February 28, 2026 to pursue a career outside the organisation.

(c) Mr. Jesus Javier Diaz-Ropero Esteso (Non-Executive Director) resigned w.e.f. March 19, 2026 due to a transition from current responsibilities.

Appointments to the Board:

(a) Mr. Praveen Rao Akkinepally was appointed as

Additional Director (Managing Director) of the Company by the Board of Directors, with effect from July 1, 2025.

Further, his directorship was regularised by the Members of the Company at the 46th Annual General Meeting of the Company held on August 14, 2025.

Pursuant to Section 152 of the Act, Ms. Bhavana Agrawal, Whole - Time Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A resolution in this behalf is set out at Item No. 3 of the Notice of the Annual General Meeting.

Further, pursuant to Section 149 of the Act, the term of office of Ms. Shilpa Divekar Nirula, Independent Director will conclude on December 28, 2026. Her re-appointment for a second term of five consecutive years will be proposed at the ensuing Annual General Meeting and being eligible, Ms. Nirula offers herself for re-appointment. A resolution in this behalf is set out at Item No. 5 of the Notice of the Annual General Meeting.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings, brief resume and other disclosures relating to the Directors who are proposed to be re-appointed are given in the Annexure to the Notice of the 47th Annual General Meeting.

The details of familiarisation programme and annual board evaluation process for Directors have been provided in the Corporate Governance Report.

As on the date of this Report, Mr. Praveen Rao Akkinepally, Managing Director, Ms. Bhavana Agrawal, Chief Financial Officer & Director and Ms. Tanya Sanish, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company.

Auditors

Statutory Auditors:

The Auditors have issued an un-modified opinion for the FY 2025-26.

The Members of the Company had appointed M/s Price Waterhouse & Co., Chartered Accountants LLP (Firm Registration No. 304026E / E300009), as the Statutory Auditors of the Company for a second term of 5 years, commencing from the conclusion of the 42nd Annual General Meeting (AGM) until the conclusion of the 47th AGM (i.e. ensuing AGM).

In line with Section 139 of the Act, a Statutory Auditor firm shall not serve for more than two consecutive terms of five years each. The overall tenure of office of M/s Price Waterhouse & Co., Chartered Accountants LLP as Statutory Auditors concludes at the conclusion of the ensuing AGM of the Company.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Act, read with the rules made thereunder, it is proposed to appoint M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/ W-100022), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the 52nd Annual General Meeting.

M/s. BSR & Co. LLP, Chartered Accountants have furnished their consent to act as Statutory Auditors and have confirmed that their appointment, if made, will be in accordance with the provisions of the Act and that they are not disqualified from being appointed as such.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments made thereto, and pursuant to Regulation 24A of the Listing Regulations, basis the recommendation of the Board of Directors of the Company, the Members of the Company have appointed M/s. Makarand M Joshi & Co. (Firm Registration No. P2009MH007000) as the Secretarial Auditor for a period of 5 years from the conclusion of 46th Annual General Meeting of the Company held on August 14, 2025.

The Secretarial Audit Report in Form MR-3 is annexed as Annexure - VIII to this Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Cost Auditors:

The Cost Audit Report for the financial year 2024-25 was filed with the Ministry of Corporate Affairs on September 6, 2025.

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, were reviewed with respect to the business activities of the Company for the financial year 2025-26.

Based on the review of the business activities of the Company from Financial year 2026-27 onwards, it has been determined that the requirement of maintenance of cost records and conduct of cost audit is not applicable to the Company for the financial year 2026-27.

Accordingly, the Company is not required to appoint a Cost Auditor for the financial year 2026-27.

Acknowledgements

Your Directors take this opportunity to thank AstraZeneca Pharmaceuticals AB, Sweden and AstraZeneca PLC, UK for their valuable guidance and strong support to the Company’s operations during the year.

Your Directors would also like to thank the Central and the State Governments, other Statutory and Regulatory Authorities, the Company’s Bankers, the Medical Profession and Trade, Vendors & Business Associates and the Members for their continued valuable support to the Company’s operations.

Your Directors place on record their sincere appreciation of the significant contribution and continued support of the employees at all levels to the Company’s operations during the year.


 
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