Your Directors are pleased to present the 38^th Annual Report of your Company together with the audited accounts for
the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS
Consolidated and Standalone Financials

(' in millions)

DIVIDEND

Considering the Buyback of shares for an aggregate
value of '7,500 million during the year, the Company has
not declared and paid any dividend during the financial
year 2024-25. In the previous financial year 2023-24, the
Company had declared and paid interim dividends of
450% i.e., '4.50 per equity share of '1.

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, top 1,000
listed entities based on market capitalisation are required
to formulate a Dividend Distribution Policy.The Board has
approved and adopted the Dividend Distribution Policy
and the same is available on your Company's website:
https://www.aurobindo.com/api/uploads/disclosure
under regulation/Dividend-Distribution-Policy.pdf

PERFORMANCE REVIEW

Your Company is one of the leading generic pharma
companies globally. Your Company is also the largest
supplier in the USA by prescription volume as per IQVIA
data for the year ending March 31, 2025.

On a standalone basis, your Company's revenue increased
by 2.7% to '109,333 million in FY25, as against '106,456
million in the corresponding previous period. The
Formulations business increased by 5.8% to '102,993
million. The API business witnessed a decline of 30.6% to
'6,340 million primarily driven by transfer of API business
to Apitoria in H2FY24. Profit Before Depreciation, Interest,

Tax and Exceptional Items for FY25 increased by 1.6% to
'28,857 million, compared to '28,401 million in FY24. Profit
BeforeTax for the year declined by 1.9%%Y-o-Y to '23,584
million. Your Company's Net Profit After Tax (before Other
Comprehensive Income) decreased by 10.8% to '17,415
million as against '19,524 million in FY24.

On a consolidated basis, the revenue increased by 9.4%
to '317,237 million.The formulations business (excluding
Puerto Rico) increased by 12.2% to '273,882 million from
'244,191 million in the corresponding previous period.
The Active Pharmaceutical Ingredients (APIs) business
posted a growth of 1.9% to '43,229 million vs. '42,405
million in FY24. Profit Before Depreciation, Interest, Tax
and Exceptional Items stood at '71,730 million, witnessing
a 12.4% increaseY-o-Y. Profit BeforeTax for the year stood
at '50,663 million, compared to '45,719 million in the
previous year. Your Company reported a Net Profit After
Tax (before Other Comprehensive Income) of '34,836
million in FY25, vs. '31,690 million in FY24. The Diluted
Earnings Per Share (reported) stood at '59.81 in FY25,
compared to '54.16 in FY24.

The US is the largest market for your Company and
accounted for 46.7% of the total revenue. US revenue
increased by 6.8% to '148,156 million. Your Company
launched 33 products in FY25. Your Company's market
share by prescription volume (IQVIA TRX) in the US,
for the quarter ending March 2025 stands at 10.6%,

positioning your Company as the largest generic
pharmaceutical player.

Your Company continues to strengthen its pipeline for
the global markets including the US market. As on March
31, 2025, your Company filed 861 Abbreviated New Drug
Applications (ANDAs) on a cumulative basis. Of the
total count, 690 have received final approvals and 29
received tentative approvals and 142 ANDAs are currently
under review.

Your Company's revenue in its Europe formulations
business was '83,559 million in FY25 compared to '71,633
million in FY24.

Your Company now operates in ten countries in EU/UK and
is present across multiple channels including pharmacy,
hospital and tender business.

The ARV formulations business stood at '10,367 million
in FY25, increased by 19.4% compared to '8,681 million
in FY24.

Growth Markets segment, including Brazil, Canada,
Columbia and South Africa and others, grew by 26.3%
Y-o-Y to '31,800 million.

OUTLOOK

FY25 saw growth across the businesses mainly driven by
volume gains and new product launches. The business
grew despite the challenging geo-political environment
leading to soaring inflation and supply chain disruptions.
Your Company's efforts in building a resilient supply
chain through its backward integration efforts, expanding
manufacturing footprint through commercialization of
new plants, diversifying product portfolio and improving
operational efficiency helped it to navigate the challenges
and deliver continued strong performance.

Your Company made significant progress in advancing the
biosimilar programs during the year with two biosimilars
receiving approval from the European Medicines Agency
(EMA), one biosimilar receiving approval from the
Medicines and Healthcare Products Regulatory Agency
(MHRA) in the UK. Further The Committee for Medicinal
Products for Human Use (CHMP) at the EMA has adopted
a positive opinion for our trastuzumab biosimilar, with
marketing approval anticipated in mid-2025. Through
continued focus on R&D, the Company has advanced
the complex product portfolio and further enhanced the
capacity for commercialisation.

Your Company maintains its strong position in the key
geographies of the US and Europe and is poised to grow
through new launches and increasing access. In the US,
your Company has filed 861 ANDAs till March 31,2025, with
estimated total market potential of US$ 188 billion as per
IQVIA data. Out of the total ANDAs filed, 690 have received
final approval, while 171 ANDAs are in different stages of

the review process. During the year, your Company filed 31
ANDAs with the US FDA, including 6 ANDAs for specialty
products, and received final approvals for 31 products
including 3 for specialty products.

For the Europe market, your Company now has operations
in ten countries with full-fledged pharmacy, hospital and
tender sales infrastructure. It now ranks amongst the top
10 generic pharmaceutical companies in 8 countries of
Europe. Your Company aims to expand its market share
and grow through new launches.

Your Company preserved its ARV market dominance this
year by leveraging the multi-year supply contracts with
Global Fund, PEPFAR and South Africa businesses. Despite
price erosion, efficient capacity utilisation and award of
New/Supplementary contracts have been a key factor in
maintaining a leading position in the Dolutegravir-based
regimen which is the standard therapy for HIV

Your Company continues to focus on the Growth Markets
expansion with new launches, market share expansion
and foray into the new geographies. During the year,
your Company has commercialized the manufacturing
facility in Taizhou, China with an initial capacity of around
2 billion units. Moreover, in China, the Company has
received 15 approvals till March 31, 2025, which will be
manufactured in units in India. In Canada, your Company
has 214 approved products while 55 products are awaiting
final approval as at the end of FY25.

RESEARCH AND DEVELOPMENT (R&D)

Your Company remains committed to providing
affordable, high-quality medicines to positively impact
patients worldwide.

Aurobindo Pharma's overall R&D set-up includes 9 centres
(5 in Hyderabad, 4 in US) and a dedicated team of more
than 1,500 world class scientific experts who continue to
drive a relentless pursuit of excellence.

The state-of-the-art laboratories, advanced equipment,
and modern technologies provide a conducive
environment for conducting experiments, analysis, and
formulation development.

The Company's R&D expenditure stood at '1,622 crore
(5.1% of revenue) in FY25 and at '1,471 crore (5.1% of
revenue) in FY24.

Your Company's R&D efforts are aimed towards
developing biosimilars, generic APIs, generic
formulations including orals, injectables, complex
products like inhalers, nasal sprays, depot injections
and transdermal patches. Your Company's focus on
Specialty Drug Delivery System (SDDS) demonstrates
its commitment to delivering novel solutions that
address unmet medical needs.

Your Company's focus on capability development has
contributed significantly to the success in submitting Drug
Master Diles (DMFs), Abbreviated New Drug Applications
(ANDAs) and formulation dossiers. During the year, your
Company has filed 31 ANDAs and received approvals for
31 ANDAs.

This year, the CuraTeQ team successfully completed
a Phase I clinical study for our denosumab biosimilar,
demonstrating pharmacokinetic similarity to the
denosumab products approved in the EU and US.
Furthermore, our four biosimilars currently in global
Phase III clinical trials have made significant progress, with
recruitment completed for three of the products. Among
these, the denosumab and omalizumab biosimilars are
poised to enter the filing phase in FY2026. The Phase
III studies for tocilizumab and denosumab to support
Marketing Authorization Application (MAA) filings in India
have been completed, with filings expected in mid-2025.

ENVIRONMENT, HEALTH AND SAFETY (EHS)
Environment

Environmental preservation has been critical to your
Company, and it has assigned the highest level of
priority across the units. To accomplish this sustainability
goal, we are leaning more towards renewable energy,
improving the co-processing of hazardous waste, reusing/
recycling 100% of non-hazardous waste, managing water
resources responsibly, and expanding green belts around
our facilities. We have adopted the best standards of
responsible manufacturing across our supply chain.

Health & Safety

Health, safety, and well-being of our employees and
associates are a crucial material topic for us. We are
committed towards instilling a healthy lifestyle and
a safe working environment. Our EHS&S framework
and management practices assure compliance while
prioritising product and process safety and safeguarding all
employees. Each manufacturing facility has departmental
and plant safety committee. Every month management
review meetings are conducted which comprises top
management from corporate and representatives from all
sites including site heads to examine safety performance
and streamline operational procedures critical to safety
requirements. In addition to the above lean daily
management meetings are also conducted daily with
senior leadership team to track the actions for continuous
improvement. Health and safety training is provided to
both permanent and contractual workers, ensuring that
our team understands the significance of safe procedures
and guidelines.

Risk identification and assessments are undertaken as
part of the process before scaling up. Before commencing
any chemical process in the manufacturing area, a
Hazard and Operability Study (HAZOP) is conducted.
Qualitative and quantitative risk assessments are carried

out for establishing effective controls. Evaluation of safety
performance through EHS score card is being carried on
monthly basis. This EHS score card provides insight to
help an organisation to understand its safety performance
by evaluating on monthly basis based on Key Performance
Indicators (KPI) identified. Inter unit audits are conducted
for gap assessments and performance improvement.
Regular knowledge sharing sessions are conducted for
sharing best practices among the manufacturing facilities.

Engagement in national and global initiatives on
Antimicrobial Resistance (AMR)

As a healthcare service provider, the Company is
partnering with 'The Access to Medical Foundation,'
which is monitoring what the 30 most active firms in
antimicrobial R&D and production are doing to combat
antibiotic resistance.

We participated in The Antimicrobial Resistance
Benchmark 2018, 2020 and 2021. The Company is also a
member of the 'AMR Industry Alliance,' which is driving
antimicrobial resistance progress via common objectives
and commitment to increase access to high-quality
antimicrobial products, encourage responsible usage, and
reduce environmental concerns. We participated in AMR
Industry Alliance Survey report 2020, 2021,2022 and 2023.

AWARDS AND ACCOLADES

• HR Leader of the Year for Large scale organisations
at the prestigious Economic Times Human Capital
(ETHC) Awards 2025

• Innovation in Training for Manufacturing Excellence
Awards at the Pharma Manufacturing & Automation
Excellence Awards 2024.

• Eugia - I won the "Special Recognition Award'' at
the 11^th CII Telangana State Level Quality Circle
Competition for Case Study on OSD Through
put Improvement Project on 26^th September. The
team now moves to Southern Region, next level
of competition.

• Eugia SEZ won "Silver Award" out of 46 Competitors
across all industries for case study on Yield
Improvement Project in Quality Circle Forum of India
(QCFI)-Kaizen competition on 27^th November 2024.

• Eugia- I won "Silver Award" out of 46 Competitors
across all industries for the case study of OSD
throughput Improvement Project in Quality Circle
Forum ofIndia (QCFI)- Kaizen competition on 27^th
November 2024.

• Unit- XV won 'Special Recognition Award' at
the CII state level Kaizen Competition for Water
Conservation & Recycling Project: A Step towards
Sustainable Future on 22^nd November 2024.

• Merit Award at NIPM National HR Excellence Awards
for Eugia Pharma Specialities Limited

• Special Recognition award at the National Level
13^th Annual Kaizen Congress at Pune for case
study on Institutionalisation of TWI Training Within
Industry to achieve business results through rapid
manpower skills.

• CE Worldwide have organized 166^th Corporate Real
Estate & Facilities Management 2024 Hyderabad
Leadership Award Conference held on 28^th June 2024
at Hyderabad.

• Excellent Energy Efficient Unit & Most Innovative
Project, during the event of National Energy Awards
- 2024 conducted by CII from 10-12 September 2024

• 9^th CII National 5S Excellence Awards 2024-Diamond
Rating in Pharmaceutical & FMCG Category

SUBSIDIARIES/JOINT VENTURES

As per the provisions of Section 129 of the Companies Act,
2013 read with the Companies (Accounts) Rules 2014, a
separate statement containing the salient features of the
financial statements of Subsidiary companies/Associate
companies/Joint ventures is detailed in Form AOC-1 and
is in Annexure-1 to this Report.

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company's website and can be accessed at https://
www.aurobindo.com/investors/disclosures-under-
regulation-46/policy-material-subsidiary

During the year, the following changes were implemented
in the subsidiaries / JVs of the Company:

New Subsidiaries / JVs

Agile Pharma BV, The Netherlands, a wholly owned
step-down subsidiary of the Company, acquired entire
share capital of Ace Laboratories Limited, UK, and made
it a wholly owned subsidiary of Agile Pharma BV, The
Netherlands effective from July 1, 2024.

The Company acquired the balance 49% equity share
capital of GLS Pharma Limited, India, and made it 100%
wholly owned subsidiary of the Company.

Ceased Subsidiaries / JVs

Aurogen South Africa (Pty) Ltd., (Aurogen), a wholly
owned step-down subsidiary of the Company in South
Africa, has entered into an agreement with Novabee
Proprietary Limited, to sell and dispose of the entire 50%
shares held by Aurogen in Novagen Pharma (Pty) Ltd.,
(Novagen), South Africa, a joint venture company. The
transaction was completed on October 4, 2024. After the

said disposal of 50% shares in Novagen, Novagen ceased
to be the joint venture company of Aurogen.

Aurogen South Africa (Pty) Ltd., (Aurogen), a wholly owned
step-down subsidiary of the Company in South Africa,
has entered into an agreement with Rene Glyne Family
trust to sell and dispose of the entire 24.5% shares held
by Aurogen in Novagen BBBEE Invest Co (Pty) Limited, a
joint venture of Aurogen. After disposal, Aurogen ceased
to be the joint venture partner of Novagen BBBEE Invest
Co (Pty) Limited.

Changes in ownership of Subsidiaries / JVs

Aurex B.V. The Netherlands, a wholly owned step-down
subsidiary, merged with other subsidiary, Aurobindo
Pharma B.V. The Netherlands, anther wholly owned step-
down subsidiary, during the year.

The Company purchased entire 80% equity share capital
of Tergene Biotech Limited, a step-down subsidiary of
the Company, held by Auro Vaccines Private Limited, a
wholly owned stepdown subsidiary of the Company on
February 28, 2025 and made Tergene Biotech Limited a
direct subsidiary of the Company.

Theranym Biologics Private Limited, a wholly owned
subsidiary of the Company ("Theranym") has allotted
2,041 equity shares (2% of the post allotment equity
share capital of Theranym) of '10/- each to Dr. Satakarni
Makkapati on preferential basis on December 11, 2024.
Post allotment, Theranym ceased to be a wholly owned
subsidiary of the Company and continues as a subsidiary
of the Company.

CuraTeQ Biologics Private Limited, a wholly owned
subsidiary of the Company ("CuraTeQ") has allotted
Compulsory Convertible Preference Shares (CCPSs)
to Dr. Satakarni Makkapati which will entitle him to 2%
equity share capital post conversion of such CCPSs
and on conversion, CuraTeQ will cease to be a wholly
owned subsidiary of the Company and will continue as a
subsidiary of the Company.

Aurogen South Africa (Pty) Limited, South Africa, a wholly
owned step-down subsidiary of the Company, entered into
agreement with the shareholders of Purple Bellflower
(Pty) Limited, South Africa, a joint venture company, to
purchase entire shares held by other joint venture partners
and make Purple Bellflower (Pty) Limited a wholly owned
subsidiary of Aurogen South Africa (Pty) Ltd, and also
Aurobindo Pharma (Pty) Limited, South Africa, a wholly
owned subsidiary of Aurogen South Africa (Pty) Limited.
The transaction was completed on April 30, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared
by the Company in accordance with the Indian Accounting
Standards (Ind AS) 110 and 111 as specified in the
Companies (Indian Accounting Standards) Rules, 2015
and as per the provisions of the Companies Act, 2013.

The Company has placed separately, the audited accounts
of its subsidiaries on its website https://www.aurobindo.
com/investors/disclosures-under-regulation-46/financials-
subsidiaries in compliance with the provisions of Section
136 of the Companies Act, 2013. Audited financial
statements of the Company's subsidiaries will be provided
to the Members, on request.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended, ("SEBI PIT Regulations"),
the Company has in place a Code of Conduct to regulate,
monitor and report trading by the Designated Persons
and a code of practices and procedures for fair disclosure
of unpublished price sensitive information. The code of
practices and procedures for fair disclosure of unpublished
price sensitive information has been made available on
the Company's website at https://www.aurobindo.com/
investors/corporate-governance/code-of-practices-and-
procedures-for-fair-disclosure.

During training sessions, all the employees and the
Designated Persons are informed about the regulatory
requirements of these codes for creating awareness
among them. Further, the Audit Committee reviews the
compliance with the provisions of SEBI PIT Regulations
on a quarterly basis and also verify that the systems for
internal control are adequate and are operating effectively.

VIGIL MECHANISM

The Board of Directors have adopted the Whistle Blower
Policy which is in compliance with Section 177(9) of the
Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.The Whistle Blower Policy aims to conduct the affairs
in a fair and transparent manner by adopting the highest
standards of professionalism, honesty, integrity, and
ethical behaviour. All permanent employees and Whole¬
time Directors of the Company are covered under the
Whistle Blower Policy.

Under Whistle Blower Policy, a mechanism has been
established for employees to report their concerns
about unethical behaviour, actual or suspected fraud or
violation of the Code of Conduct and Ethics, and leak of
price-sensitive information under the Company's Code
of Conduct formulated for regulating, monitoring, and
reporting by Insiders under SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to
time. It also provides for adequate safeguards against the
victimisation 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
complaints were reported under the Whistle Blower Policy.
The Whistle Blower Policy is available on the Company's
website https://www.aurobindo.com/api/uploads/
disclosure under regulation/Whistle%20Blower%20
Policy-APL-New-March2024.pdf

PREVENTION AND PROHIBITION OF SEXUAL
HARASSMENT

Your Company has a policy and framework for employees
to report sexual harassment cases at the workplace
and the said process ensures complete anonymity
and confidentiality of information. Your Company
has constituted an Internal Complaints Committee in
compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules there under.The Company has a policy
on prevention and prohibition of sexual harassment at
the workplace. The policy provides for protection against
sexual harassment of women at the workplace and for
the prevention and redressal of such complaints. During
the year, the Company has not received any complaint.
The Company has been conducting regular awareness
programmes aimed at prevention of sexual harassment.

MEETINGS OF THE BOARD

The Board and Committee meetings are prescheduled,
and a tentative calendar of the meetings is created, in
consultation with the Directors. However, in case of
special and urgent business needs, approval is taken
by passing resolutions through circulation. During the
year under review, six Board Meetings and six Audit
Committee Meetings were convened and held. The
details of the meetings including composition of the
Audit Committee and other committees are provided in
the Corporate Governance Report. During the year, all
the recommendations of the Audit Committee and other
committees were accepted by the Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONAL

Key Managerial Personnel

Mr. K. Nithyananda Reddy, Vice Chairman & Managing
Director, Mr. M. Madan Mohan Reddy, Whole-time
Director, Mr. Santhanam Subramanian, Chief Financial
Officer, and Mr. B. Adi Reddy, Company Secretary
are the Key Managerial Personnel of the Company in
accordance with the provisions of Section(s) 2(51), and
203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

None of the Directors of the Company are disqualified
under the provisions of the Companies Act, 2013 (the "Act")
or under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "SEBI Listing
Regulations"). All Independent Directors have provided
confirmations as contemplated under section 149(7) of
the Act. As required by the SEBI Listing Regulations, a
certificate from a Company Secretary in practice, that
none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or
continuing as Directors of company by SEBI, Ministry of
Corporate Affairs or any such statutory authority, forms
part of Corporate Governance Report as Annexure-A.

Changes in Board of Directors
During the year and upto the date of this report,
the members approved the appointment /
reappointment of the following Directors

The members of the Company at their 37^th Annual
General Meeting held on August 29, 2024 re-appointed
Mr. K. Nithyananda Reddy as Vice Chairman & Managing
Director and Mr. M. Madan Mohan Reddy as Whole-time
Director, for a period of three years with effect from June
1, 2024.

The members of the Company at their 37^th Annual
General Meeting held on August 29, 2024 approved the
continuation of Mr. P.V.Ramprasad Reddy, as non-executive
director whose term shall not be liable to determination by
retirement of directors by rotation, subject to approval of
the members at least once in every five years

The members of the Company through postal ballot
approved the re-appointment of Mr. Santanu Mukherjee
(DIN: 07716452) as an Independent Director of the
Company, not liable to retire by rotation, to hold office for
a second term of 5 (Five) consecutive years commencing
from February 9, 2025 to February 8, 2030.

As per the provisions of the Companies Act, 2013,
Mr. P. Sarath Chandra Reddy and Dr. Satakarni Makkapati
will retire as Directors at the ensuing Annual General
Meeting and being eligible, seek re-appointment. The
Board recommends their reappointment for the approval
of the shareholders of the Company.

During the year, the following directors resigned/
retired from the Board:

Mrs. Savita Mahajan (DIN 06492679) retired as an
Independent Director of the Company on close of business
hours of December 15, 2024, upon completion of her
second term as an Independent Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013,
your Directors confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b. appropriate accounting policies have been selected
and applied consistently. Judgement and estimates
which are reasonable and prudent have been made
so as to give a true and fair view of the state of affairs
of your Company as at the end of the financial year
and of the profit of your Company for the year;

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 your
Company and for preventing and detecting fraud and
other irregularities;

d. the annual accounts have been prepared on an on¬
going concern basis;

e. proper internal financial controls have been laid down
to be followed by your Company and such internal
financial controls are adequate and are operating
effectively; and

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration
of independence stating that they meet the criteria of
independence as provided in sub-section (6) of Section
149 of the Companies Act, 2013 as well as clause (b) of
sub-regulation (1) of Regulation 16 of the SEBI Listing
Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) and
confirmed that they have registered their names in the
Independent Directors' Data bank. In terms of Regulation
25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of
any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties.

BOARD DIVERSITY

The Company recognises and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out with an approach
to diversify the Board of Directors. The Board Diversity
Policy is available on the Company's website: https://www.
aurobindo.com/api/uploads/Policy-on-Board-Diversity.pdf

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandate that the Board shall
monitor and review the Board evaluation framework.
The Companies Act, 2013 states that a formal annual
evaluation needs to be conducted by the Board of its own
performance and that of its committees and individual
Directors. Schedule IV of the Companies Act, 2013 states
that the performance evaluation of Independent Directors
shall be conducted by the entire Board of Directors,
excluding the Director being evaluated.

The Annual Performance Evaluation was conducted for
all Board Members, for the Board and its Committees for
the financial year 2024-25. This evaluation was led by the
Nomination and Remuneration/Compensation Committee
of the Company. The Board evaluation framework has

been designed in compliance with the requirements
under the Companies Act, 2013 and the SEBI Listing
Regulations and in accordance with the Guidance Note
on Board Evaluation issued by SEBI.The Board evaluation
was conducted through questionnaires designed with
qualitative parameters and feedback based on ratings.

Evaluation of Committees was based on criteria such as
adequate independence of each Committee, frequency of
meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as
participation and contribution in Board and Committee
meetings, representation of shareholders interest and
enhancing shareholders value, experience, and expertise
to provide feedback and guidance to the top management
on business strategy, governance, risk and understanding
of the organisation's strategy, etc.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

The policy of the Company on Directors' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of
a director and other matters are adopted as per the
provisions of the Companies Act, 2013. The remuneration
paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
The Nomination and Remuneration Policy as adopted
by the Board is available on the Company's website:
https://www.aurobindo.com/api/uploads/Remuneration-
Policy-Feb2025.pdf

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves
during the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to
the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All transactions entered with Related Parties for the year
under review were on arm's length basis and in the ordinary
course of business. All Related Party transactions are
mentioned in the Notes to the Financial Statements. The
Company has developed a framework through Standard
Operating Procedures for the purpose of identification and
monitoring of such Related PartyTransactions. A statement
giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and
approval. The policy on Related Party Transactions, as
approved by the Board of Directors, has been uploaded

on the website of the Company https://www.aurobindo.
com/api/uploads/RPT%20Policy-May2025.pdf

The particulars of contracts or arrangements with Related
Parties referred to in sub-section (1) of Section 188 of
the Companies Act, 2013 is 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 is in Annexure-2 to this Report.

There were no materially significant Related Party
Transactions which could have potential conflict with the
interests of the Company at large.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

Information with respect to conservation of energy,
technology absorption, foreign exchange earnings &
outgo pursuant to Section 134(3)(m) of the Act read with
the Companies (Accounts) Rules, 2014 is in Annexure-3
to this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025,
is available on the Company's website and can be accessed
at: https://www.aurobindo.com/investors/disclosures-
under-regulation-46/annual-returns

RISK MANAGEMENT COMMITTEE

Risk Management Committee of the Company consists
of two Independent Directors viz. Mr. Girish Paman
Vanvari as Chairman and Mr. Santanu Mukherjee and
one executive director viz. Mr. M Madan Mohan Reddy
as members as on March 31, 2025 and the details of the
meetings including composition and terms of reference
of the Risk Management Committee are provided in the
Corporate Governance Report.

The Company has established a separate department
to monitor the enterprise risk and for its management.
The Committee had formulated a Risk Management
Policy for dealing with different kinds of risks which the
Company faces in its day-to-day operations. The Risk
Management policy of the Company outlines a framework
for identification of internal and external risks specifically
faced by the Company, in particular including financial,
operational, sectoral, sustainability (particularly, ESG-
related risks), information, cyber security risks, or any other
risk as may be determined by the Committee; measures
for risk mitigation including systems and processes for
internal control of identified risks; and Business continuity
plan. Risk is an integral part of the Company's business,
and sound risk management is critical to the success of
the organisation. The Company has adequate internal
financial control systems and procedures to combat the
risk. The risk management procedure is reviewed by the
Audit Committee and Board of Directors on a regular basis

at the time of review of the quarterly financial results of the
Company. A report on the risks and their management is
enclosed as a separate section forming part of this report.

AUDITORS & AUDITORS' REPORT

Pursuant to Section 139 (2) of the Companies Act, 2013,
read with Companies (Audit and Auditors) Rules, 2014, the
Company at its 35^th Annual General Meeting (AGM) held
on August 2, 2022, had appointed M/s. Deloitte Haskins &
Sells, Chartered Accountants, as Statutory Auditors of the
Company for a period of 5 years i.e. up to the conclusion of
the 40^th AGM to be held in the year 2027.The Auditors have
confirmed that they are not disqualified from continuing
as Auditors of the Company.

The Statutory Auditors' report forms part of the Annual
Report. The notes on financial statements referred to in
the Auditors' Report are self-explanatory and do not call
for any further comments. There are no specifications,
reservations, adverse remarks on disclosure by the
statutory auditors in their report. They have not reported
any incident of fraud to the Audit Committee of the
Company during the year under review.

INTERNAL AUDITORS

Ernst &Young LLP are the Internal Auditors of the Company
and to maintain its objectivity and independence, the
Internal Auditors report to the Chairman of the Audit
Committee. The scope and authority of the Internal Audit
function is clearly defined by the Audit Committee of
the Board. The Internal Auditors monitor and evaluate
the efficacy and adequacy of the internal control system
of the Company, its compliance with applicable laws/
regulations, accounting procedures and policies. Based
on the reports of the Internal Auditors, corrective actions
will be undertaken, thereby strengthening the controls.
Significant audit observations and action plans were
presented to the Audit Committee of the Board on a
quarterly basis.

COST RECORDS AND COST AUDIT

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. M/s. EVS & Associates, Cost Accountants,
Hyderabad, the Cost Auditors, are in the process of
carrying out the cost audit for applicable products during
the financial year 2024-25. Pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014 and the Companies (Cost Records
and Audit) Rules, 2014, the Company is maintaining the
cost records as its business is covered under the regulated
sector viz. drugs and pharmaceuticals. Audit of the
Company's cost records is not applicable for the financial
year 2025-26 since the Company's revenues from exports,
in foreign exchange, exceed 75% of its total revenues.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The internal financial controls (IFC) framework
institutionalised in Aurobindo has been evaluated in-depth
for its adequacy and operating effectiveness, wherein
the Company has covered financial reporting controls,
operational controls, compliance-related controls and also
InformationTechnology (IT) controls, comprising IT general
controls (ITGC) and application-level controls. The ITGC
would include controls over IT environment, computer
operations, access to programmes and data, programme
development and programme changes. The application
controls would include transaction processing controls in
ERP Oracle system which supports accurate data input,
data processing and data output, workflows, reviews and
approvals as per the defined authorisation levels.

To further strengthen the existing IFC framework and
support the growing business, the Company has redefined
all the process level controls at activity level which has
brought in more clarity and transparency in day-to-day
processing of transactions and in addressing any related
risks. All the controls so redefined and identified have
been properly documented and tested with the help
of an independent auditor to ensure their adequacy
and effectiveness.

The Internal Auditors conduct 'Process & control review'
on a quarterly basis as per the defined scope and submit
the audit findings along with management comments and
action taken reports to the Audit Committee for its review.

The IFC framework at Aurobindo ensures the following:

• Establishment of policies and procedures, assignment
of responsibility, delegation of authority, segregation
of duties to provide a basis for accountability
and controls;

• Physical existence and ownership of assets at a
specified date;

• Enabling proactive anti-fraud controls and a risk
management framework to mitigate fraud risks to
the Company;

• Recording of all transactions occurred during a specific
period. Accounting of assets, liability, and revenue
and expense components at appropriate amounts;

• Preparation of financial information as per the
timelines defined by the relevant authorities.

These controls cover the policies and procedures
adopted by the Company for ensuring the orderly and
efficient conduct of its business including adherence to
the Company's policies, safeguarding of its assets of the
Company, prevention and detection of its frauds and errors,

accuracy and completeness of accounting records and
timely preparation of reliable financial information. The
Company has an internal control system, commensurate
with the size, scale and complexity of its operation.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. A. Mohan Rami Reddy, a Peer
reviewed Company Secretary in Practice, to undertake
the secretarial audit of the Company for the financial year
2024-25.The Secretarial Audit Report issued in form MR-3
is in Annexure- 4 of this Report.

As per regulation 24A(1) of the SEBI Listing Regulations,
your Company is required to annex a secretarial audit
report of its material unlisted subsidiary companies
incorporated in India to its Annual Report. Accordingly, the
Secretarial Audit Reports for the Financial Year 2024-25 of
APL Healthcare Limited, Apitoria Pharma Private Limited
and Eugia Pharma Specialities Limited, the material
subsidiaries incorporated in India, are annexed along with
Annexure-4 of this report.

There are no qualifications, reservations or adverse
remarks in the Secretarial Audit Report. Also, pursuant
to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has obtained the Annual Secretarial Compliance Report
from a Practicing Company Secretary who has been peer
reviewed by the Institute of Company Secretaries of India
and submitted the same to stock exchanges where the
shares of the Company are listed.

Further, as per amended Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company is required to appoint a Secretarial
Auditor who has been peer reviewed by the Institute of
Company Secretaries of India for a period of five years.The
Board of Directors of the Company has in its meeting held
on May 26, 2025 recommended the appointment of M/s.
MRR & Associates (Firm Regn. No.S2025TS1022400) who
has furnished a certificate of its eligibility and consent for
appointment and has been peer reviewed by the Institute
of Company Secretaries of India as the Secretarial Auditor
of the Company for a period of five years.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established
the Corporate Social Responsibility Committee (CSR
Committee).

The Board, on the recommendation of the CSR
Committee, adopted a CSR Policy. The same is available
on the Company's website at https://www.aurobindo.com/

sustainability/csr-policy. The CSR objectives are designed
to serve societal, local and national goals in the locations
that we operate in, to create a significant and sustained
impact on local communities.

The Company undertakes its CSR activities through
Aurobindo Pharma Foundation, a wholly-owned
subsidiary of the Company incorporated under Section 8
of the Companies Act, 2013.

The CSR projects approved by the Board for the financial
year 2025-26 are available on the Company's website
at https://www.aurobindo.com/sustainability/annual-
action-plan. The Annual Report on Corporate Social
Responsibility as per Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as
Annexure - 5 to this Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of appointment and
remuneration of managerial personnel as required under
Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is in Annexure-6 to this
Report.The statement containing particulars of employees
pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is open for inspection at the Registered Office of the
Company during business hours on all working days
of the Company, up to the date of the ensuing Annual
General Meeting. Any shareholder interested in obtaining
such details may write to the Company Secretary of
the Company.

Affirmation that the remuneration is as per the
remuneration policy of the Company.

In compliance with the provisions of the Companies Act,
2013 and SEBI Listing Regulations, the Board, on the
recommendation of the Nomination and Remuneration/
Compensation Committee approved the Policy for
Selection, Appointment of Directors, KMPs and Senior
Management persons. The said Policy provides a
framework to ensure that suitable and efficient succession
plans are in place for appointment of Directors on the
Board and other management members. The Policy
also provides for selection and remuneration criteria for
the appointment of Directors and senior management
persons. The Company affirms that the remuneration is
as per the remuneration policy of the Company.

INSURANCE

All properties and insurable interests of the Company
including building, plant and machinery and stocks
have been fully insured. The Company has also taken
D&O Insurance Policy covering Company's Directors
and Officers.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the
business operations of the Company during the financial
year ended March 31, 2025, to the date of signing of
this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards
followed by your Company, as stipulated under Schedule
V (C) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as a separate
section forming part of this report. The certificate of the
Practicing Company Secretary, Mr. S. Chidambaram with
regard to compliance of conditions of corporate governance
as stipulated under Schedule V(E) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year
under review as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming part of this report.

DEPOSITS

Your Company has not accepted any deposits from the
public within the purview of Chapter V of the Companies
Act, 2013

INDUSTRIAL RELATIONS

Industrial relations at all units of the Company and its
subsidiaries have been harmonious and cordial.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT
TO IEPF

The dividends that remained unpaid/unclaimed for a
period of seven years, have been transferred on due dates
by the Company to the Investor Education and Protection
Fund (IEPF) established by the Central Government.
Section 124 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority
(Accounting, Audit,Transfer and Refund) Rules, 2016 ('the
Rules') mandates that companies shall apart from transfer
of dividend that has remained unclaimed for a period of
seven years in the unpaid dividend account to the IEPF,
also transfer the corresponding shares with respect to the
dividend, which has not been paid or claimed for seven
consecutive years or more to IEPF.

Accordingly, the dividends that remain unclaimed for
seven years and also the corresponding shares have been
transferred to IEPF account on due dates. The details of
amount of unclaimed unpaid dividend and corresponding
shares transferred to IEPF during the financial year 2024¬
25 have been provided in the AGM Notice.

Further, in accordance with the IEPF Rules, the Board of
Directors have appointed Mr. B. Adi Reddy, Company
Secretary as Nodal Officer of the Company for the purpose
of verification of claims of shareholders pertaining to
shares transferred to IEPF and / or refund of dividend from
IEPF Authority and for coordination with IEPF Authority.
The details of the Nodal Officer are available on the
website of the Company at https://www.aurobindo.com/
api/uploads/unpaiddividendaccountdetails/Nodal-Officer-
IEPF.pdf

SHARE CAPITAL

During the financial year under review, there has
been no change in the Authorised Share Capital of
the Company. During the year, the paid-up capital
reduced from 58,59,38,609 equity shares of ' 1 each
to 58,08,01,623 equity shares of ' 1 each on account of
buyback of 51,36,986 equity shares of ' 1/- each from the
shareholders of the Company. The paid-up share capital
of the Company as on March 31,2025, was ' 58,08,01,623
divided into 58,08,01,623 equity shares of '1 each. The
Company has not issued any shares, debentures, bonds
or any convertible or non-convertible securities during the
financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility sustainability Report in
terms of the provisions of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is available as a separate section in this Annual Report.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY
COURTS/ REGULATORS/TRIBUNALS

There was no significant material order passed by the
Regulators or Courts or Tribunals that would impact the
going concern status of the Company and its operations
in future.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India, i.e., SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings' respectively.

OTHER DISCLOSURES
Buyback

As per the approval by the Board of Directors at its
meeting held on July 18, 2024, the Company bought
back 51,36,986 Equity Shares of ' 1 each, representing
approximately 0.88% of the total number of Equity Shares
in the paid-up share capital of the Company, at a price
of ' 1,460 per Equity Share for an aggregate amount of
' 7,500 million excluding transaction costs, from all of the
equity shareholders/ beneficial owners of the Company,

including the members of the Promoter & Promoter Group
on a proportionate basis through the Tender Offer route.

The buyback offer was opened on August 5, 2024 and
closed on August 9, 2024 and completed settlement of
bids by the Clearing Corporation/ BSE on August 19, 2024.
The buyback was completed on August 19, 2024 and the
shares were extinguished on August 22, 2024.

In accordance with Section 69 of the Companies Act,
2013, as of March 31, 2025, the Company created 'Capital
Redemption Reserve' of ' 5.14 million equal to the nominal
value of the shares bought back as an appropriation from
general reserve.

Other disclosures

During the year under review:

• no proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016;

• no instance of one-time settlement with any Bank or
Financial Institution;

• no shares with differential voting rights and sweat
equity shares have been issued; and

• there has been no change in the nature of business
of the Company.

CREDIT RATING

The Company has obtained the Credit ratings from India
Ratings & Research Private Limited, and it has assigned
ND AA /Stable/IND A1 on Rating Watch Evolving for
Company's fund based working capital facilities and ND
A1 on Rating Watch Evolving for Company's non-fund-
based working capital limits vide their letter dated March
11, 2025.

ACKNOWLEDGEMENTS

Your directors are grateful for the invaluable contribution
made by the employees and are encouraged by the
support of the customers, business associates, banks and
government agencies. The Directors deeply appreciate
their faith in the Company and remain thankful to them.
The Board shall always strive to meet the expectations of
all the stakeholders.