Alembic Pharmaceuticals Ltd

Dear Members,

Your Directors have pleasure in presenting their 15th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2025.

1. Operations and State of Affairs of the Company: H ( in Crores)

The break-up of consolidated sales including export incentives is as under: H ( in Crores)

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").

2. Dividend:

The Board of Directors at their meeting held on 6th May, 2025 has recommended Dividend of H11/- (550%) per equity share having face value of H2/- each for the financial year 2024-25 which is the same as the Dividend of H11/- (550%) per equity share having face value of H2/- each for the financial year 2023-24.

3. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

4. USFDA Audit:

During the year under review, our Oral Solid Formulation Facility (F-1), Oncology (Injectable and Oral Solid) Formulation Facility (F-2), Oral Solid Formulation Facility (F-4) were inspected by USFDA. The Company has received the Establishment Inspection Report (EIR) for all the above facilities. Further, API-III Facility was successfully inspected by USFDA in the month of March, 2025 for which EIR is awaited.

Our Bioequivalence Facility located at Vadodara was also inspected by the USFDA with 1 procedural observation. The Company has submitted its compliance within the stipulated period.

5. Financing:

During the year under review, the financing requirement of the Company has been met through working capital loans from multiple banks as well as issuance of commercial papers (CPs).

6. Subsidiaries, Associates and Joint Venture:

A statement containing the salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

The Company has taken steps to dissolve the following step down subsidiaries: i) Okner Realty LLC, ii) Alembic Labs LLC, iii) Alnova Pharmaceuticals SA, iv) Dahlia Therapeutics SA, v) Genius LLC, and vi) Alembic Mami SpA. Out of the above, i) Okner Realty LLC and ii) Alembic Labs LLC have been dissolved. During the year under review, two step down subsidiaries i.e. TicTwo Therapeutics Inc. and Alembic Life Sciences Inc. are acquired and incorporated respectively.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembicpharmaceuticals.com. Further, as per fifth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary requesting for the same.

7. Directors:

During the year under review, the Board of Directors on recommendation of Nomination and Remuneration Committee ("NRC") appointed Ms. Geeta Goradia (DIN: 00074343) as an Additional Director, designated as Independent Director of the Company w.e.f. 3rd February, 2025 for a period of five consecutive years.

Dr. Archana Hingorani (DIN: 00028037), Independent Director of the Company retired effective from 3rd February, 2025, end of day, on completion of her second term of five consecutive years as Independent Director of the Company. The Board placed on record its appreciation for the valuable contributions made by her towards growth of the Company.

The Board of Directors at its meeting held on 6th May, 2025 have appointed Mr. Chirayu Amin (DIN: 00242549) as Executive Chairman and re-appointed Mr. Pranav Amin (DIN: 00245099) as Managing Director of the Company for a period of five years, effective from 1st April, 2026, subject to approval of the members at the ensuing Annual General Meeting ("AGM").

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Shaunak Amin (DIN: 00245523), Managing Director of the Company, will retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

8. Key Managerial Personnel:

Mr. Chirayu Amin, Chairman & Chief Executive Officer, Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin, Managing Director, Mr. R. K. Baheti, Director - Finance & CFO and Ms. Manisha Saraf, Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2025. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

The Company has received declarations/confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and NRC and the Board has carried out the annual performance evaluation of the Board of Directors, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

In compliance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations 2015, the Company has formed an Audit committee. The composition of the Committee is provided in the report on Corporate Governance forming part of this Report. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial statements before they are placed before the Board. During the financial year 2024-25, the recommendations of Audit Committee were duly accepted by the Board.

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under: https://alembicpharmaceuticals.com/webfiles/pdf/Investor/ governance-philosophy/Whistle-Blower-Policy.pdf

The Company's internal control procedures which includes internal financial controls, ensures compliance with various policies, practices and statutes and keeping in view the organization's pace of growth and increasing complexity of operations. The internal auditors' team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee.

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organizations focusing on three major areas – Education, Healthcare and Rural Development.

In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2025 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure A.

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Company's website. The web-link as required under the Act is as under: https://alembicpharmaceuticals.com/webfiles/pdf/ Investor/governance-philosophy/Nomination%20and%20 Remuneration%20Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive/Independent Director

Considering the evolving dynamics and in order to maintain alignment of the policy with our organization's goals and objectives, the Nomination and Remuneration policy of the Company was amended during the year.

In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which has been uploaded on the Company's website. The web-link as required under SEBI Listing Regulations, 2015 is as under: https://alembicpharmaceuticals.com/webfiles/pdf/Investor/ governance-philosophy/APL-Dividend%20Distribution%20 Policy.pdf

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There were no related party transactions which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website. The web-link as required under SEBI Listing Regulations, 2015 is as under: https://alembicpharmaceuticals.com/webfiles/pdf/Investor/ governance-philosophy/10-RPT-Policy-1.pdf

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

The certificate from M/s. Samdani Shah & Kabra, Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to the Report on Corporate Governance.

The Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

The equity shares of the Company are listed on BSE and NSE with Stock Code 533573 and security ID/symbol of APLLTD. The ISIN for equity shares is INE901L01018.

The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2025-26 have been paid.

During the year under review, the Company has not granted any Loans and given any Guarantees falling within the purview of the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said provisions are provided in Note No. 4 of Notes to Standalone Financial Statements of the Company.

M/s. K C Mehta & Co. LLP, Chartered Accountants having Firm Registration No. 106237W/W100829 will complete their term of five (5) years at the conclusion of the ensuing AGM for the financial year 2024-25.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Audit Committee and Board of Directors at their respective meetings held on 6th May, 2025, subject to approval of the shareholders, recommended the appointment of M/s. KKC & Associates LLP, Chartered Accountants having Firm Registration No. 105146W/ W100621 as Statutory Auditors of the Company to hold office for a term of 5 (five) years i.e. from the conclusion of the ensuing AGM till the conclusion of the AGM for the financial year 2029-30.

M/s. KKC & Associates LLP has confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

The Board of Directors had appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practicing Company Secretaries for the financial year 2024-25, is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

The Audit Committee and Board of Directors at their respective meetings held on 6th May, 2025, subject to approval of the shareholders, recommended the appointment of M/s. Samdani Shah & Kabra, Practising Company Secretaries having Firm Registration Number: P2008GJ016300 as Secretarial Auditors of the Company to hold office for a term of 5 (five) years commencing from the financial year 2025-26 till the financial year 2029-30.

M/s. Samdani Shah & Kabra has confirmed their eligibility and qualification required under the Act for holding the office as Secretarial Auditors of the Company.

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. Diwanji & Co., Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company relating to Bulk Drugs and Formulations for the financial year 2025-26.

The Board of Directors appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2025-26.

The Company has constituted a Risk Management Committee and formulated a Risk Management Policy which functions as a guiding tool in fulfilling the management's responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors.

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2025. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

A copy of the Annual Return as required under Section 92(3) of the Act has been placed on the Company's website. The web-link as required under Section 134(3)(a) of the Act is as under: h t t p s : / / a l e m b i c p h a r m a c e u t i c a l s . c o m / notices-correspondences-disclosures.

The information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C .

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

a) The Company has not accepted/renewed any deposits. Further, there has been no default in repayment of deposits or payment of interest thereon. No deposits remained unpaid or unclaimed as at the end of the year under review.

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

c) In the opinion of the Board, the Independent Director appointed during the year is person of integrity and possess expertise, experience and proficiency.

d) Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

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

f) No fraud has been reported by the Auditors under Section 143(12) of the Act to the Audit Committee or the Board.

g) The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.

h) Neither application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

i) No settlements have been done with banks or financial institutions.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

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

b) they have 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 at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis;

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

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