DIVIDEND

Your Company has paid an interim dividend of 450% i.e., ?4.50 per equity share of ?1 for the financial year 2023-24 against 300% i.e., ?3.00 per equity share of ?1 paid in the previous year.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 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, 2024.

On a standalone basis, your Company''s revenue increased by 25.9% to ?106,456 million in FY24, as against ?84,570 million in the corresponding previous period. The Formulations business increased by 23.0% to ?94,279 million. The API business witnessed a growth of 66.7% to ?8,430 million. Profit Before Depreciation, Interest,

Tax and Exceptional Items for FY24 increased by 45.7% to ?28,401 million, compared to ?19,488 million in FY23. Profit Before Tax for the year increased by 47.3% Y-o-Y

to ?24,029 million. Your Company''s Net Profit After Tax (before Other Comprehensive Income) increased by 59.2% to ?19,541 million as against ?12,271 million in FY23.

On a consolidated basis, the revenue increased by 16.7% to ?290,019 million. The formulations business (excluding Puerto Rico) increased by 18.7% to ?244,191 million from ?205,794 million in the corresponding previous period. The Active Pharmaceutical Ingredients (APIs) business posted a growth of 10.2% to ?42,405 million vs. ?38,479 million in FY23. Profit Before Depreciation, Interest, Tax and Exceptional Items stood at ?63,832 million, witnessing a 59.7% increase Y-o-Y. Profit Before Tax for the year stood at ?45,719 million, compared to ?26,125 million in the previous year. Your Company reported a Net Profit After Tax (before Other Comprehensive Income) of ?31,690 million in FY24, vs. ?19,277 million in FY23. The Diluted Earnings Per Share (reported) stood at ?54.16 in FY24, compared to ?32.90 in FY23.

The US is the largest market for your Company and accounted for 48% of the total revenue. US revenue increased by 24% to ?138,672 million. Your Company launched 62 products in FY24. Your Company''s market share by prescription volume (IQVIA TRX) in the US, for the quarter ending March 2024 stands at 10.2%, 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, 2024, your Company filed 830 Abbreviated New Drug Applications (ANDAs) on a cumulative basis. Of the

total count, 658 have received final approvals and 27 received tentative approvals and 145 ANDAs are currently under review.

Your Company''s revenue in its Europe formulations business was ?71,663 million in FY24 compared to ?64,256 million in FY23. 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 ?8,681 million in FY24, declining by 11% compared to ?9,762 million in FY23.

Growth Markets segment, including Brazil, Canada, Columbia and South Africa and others, grew by 29% Y-o-Y to ?25,174 million.

OUTLOOK

FY24 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, enhancing manufacturing footprint, 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 multiple products now in late stage development. 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 830 ANDAs till March 31,

2024, with estimated total market potential of US$169 billion as per IQVIA data. Out of the total ANDAs filed,

658 have received final approval, while 172 ANDAs are in different stages of the review process. During the year, your Company filed 40 ANDAs with the US FDA, including 9 ANDAs for specialty products, and received final approvals for 68 products including 22 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 growth, through new launches including day 1

launches, differentiated offerings, niche and complex products like biosimilars.

Your Company preserved its ARV market dominance by winning bids to supply in both the Global Fund and PEPFAR allocation this year. Despite price erosion, efficient capacity utilisation and pricing capability 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 completed the acquisition of 17 brands from Pfizer/Viatris in Indonesia and forayed into the Indonesian market. Your Company has completed building an orals facility at Taizhou, China which is in the process of commissioning. Moreover, in China, the Company has received 13 approvals till March 31, 2024, which will be manufactured in units in India. In Canada, your Company has 203 approved products while 58 products are awaiting final approval as at the end of FY24.

Your Company has long been focused on creating an efficient API business, which is a key component in the Company''s overall growth journey. As part of the ongoing strategy, the API business operations have been carved-out into a wholly owned subsidiary. This move is expected to bring higher management bandwidth and more emphasis on growth and productivity within the API segment.

Your Company has commissioned four manufacturing plants during the year viz. Penicillin-G, 6-APA, Injectables and Granulation. Penicillin-G project in Kakinada, Andhra Pradesh, of 15,000 tonnes/annum capacity, is part of the Indian Government''s Production Linked Incentives (PLI) scheme. Further, as part of the efforts towards building a resilient supply chain, your Company has commissioned the 6-APA facility in Kakinada, Andhra Pradesh, of 3,600 tonnes/annum capacity. Your Company also commissioned the injectables facility at Vishakhapatnam, India, to further bolster the manufacturing capacities, ensure de-risking and supplies to European countries.

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 ^ 1,471 crore (5.1% of revenue) in FY24 and at ?1,411 crore (5.7% of revenue) in FY23.

Your Company''s R&D efforts are aimed towards developing biosimilars, vaccines, generic APIs, generic formulations including orals, injectables, complex products like inhalers, nasal sprays, depot injections and transdermal patches.

In the fiscal year 2024-25, your Company is poised to file approximately 12 products within our Specialty Drug Delivery System (SDDS) division across various therapeutic areas. Your Company''s focus on 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 40 ANDAs and received approvals for 68 ANDAs.

Your Company has also completed licensure clinical trials for three oncology biosimilars, which are filed with European Medicines Agency. Four more biosimilars are in global Phase 3 clinical trials, of which at least two biosimilars will complete their clinical study requirements and will enter filing phase in the next year.

The vaccines portfolio has gained momentum with four development programs. The focus is on developing vaccine candidates that can help address public health problem in low and middle-income countries.

Your Company continues to focus on three products GLP-1 API portfolio and is aligning additional new capacities to support their manufacturing. By the end of FY24, 14 peptide API DMFs have been filed with the US FDA. Out of which, your Company''s DMFs have contributed to five ANDA approvals thus far.

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

• L&D Excellence” and Best L&D Team” in 12^th Edition Learning and development Summit & Awards 2023 organised by UBS FORUMS PVT. LTD.

• The following units were recognised with 24^th National Award on Energy Excellence and Energy Efficient Units” by CII.

- Apitoria-1 - Energy Efficient Unit - Consistent in the same category in the last 04 Years.

- Apitoria-2 - Excellent Energy Efficient Unit - Excellence Energy efficient Unit in opening participation.

- Apitoria-3 - Excellence Energy Efficient Unit -Excellence Energy efficient last two Years and Energy Efficient Unit in current years.

- Apitoria-4 - Energy Efficient Unit Consistent in the same category in the last 03 Years.

- Apitoria-4U - Energy Efficient Unit last 2 Year.

- Apitoria-5 - Energy Efficient Unit last 2 Years.

- Apitoria-6 - Energy Efficient Unit Current year

- Consistent Excellence Energy efficient Unit in the last Year.

• Felicitated by Pharmaceuticals Export Promotion Council of India - 2023 for Outstanding Contribution in India''s Pharmaceutical Export

• CE Worldwide 153^rd Corporate Real Estate and Facilities Management Professional Excellence Awards in 4 different categories to Aurobindo Corporate Administration team

- Professional Excellence in Workplace management

- Professional Excellence in Transport Management

- Professional Excellence in Facilities Management

- Professional Excellence in Travel management

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/api/uploads/disclosure under regulation/Policy-MaterialSubsidiary.pdf.

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

Ceased subsidiaries/JVs

Laboratorios Aurobindo Sociedad Limitada, Spain, a 100% subsidiary, merged with Aurovitas Spain SA, Spain, a 100% subsidiary, w.e.f. April 1, 2023.

Auroscience PTY Ltd., Australia, deregistered w.e.f.

June 4, 2023.

Auronext Pharma Private Limited and Mviyes Pharma Ventures Private Limited merged with Aurobindo Pharma Ltd., India w.e.f. April 1, 2023 as per the Scheme of Amalgamation sanctioned by the Hon''ble National Company Law Tribunal, Hyderabad Bench vide its orders dated April 29, 2024.

New subsidiaries/JVs

During the period under review, following subsidiary/step-down subsidiary companies were incorporated/acquired:

Auro Pharma LLC, Russia, was incorporated on July 24, 2023 as a 100% subsidiary.

Auro Trading Private Limited, India, was incorporated as 100% subsidiary of the Company on November 22, 2023.

Subsidiaries/JVs Name Changed

During the period under review, name of the following subsidiary/JVs was changed:

Vespyr Brands LLC, USA is changed from Vespyr Brands, Inc

Subsidiaries/JVs Ownership Changed

During the period under review, ownership of the following subsidiaries/JVs were changed:

Entire 100% shares held by the Company in Auro Vaccines Private Limited, India, a wholly owned subsidiary of the Company, were transferred to Curateq Biologics Private Limited, India, also a wholly owned subsidiary of the Company, with effect from July 1, 2023.

Entire 100% shares held by Curateq Biologics Private Limited, India, a wholly owned subsidiary of the Company in TheraNym Biologics Private Limited, India, a wholly owned step-down subsidiary of the Company, were acquired by the Company with effect from November 22, 2023.

Entire 80% shares held by the Company in Tergene Biotech Limited , India (formerly known as Tergene Biotech Pvt. Ltd.) were transferred to Auro Vaccines Private Limited, India, a wholly owned subsidiary, with effect from April 1, 2023.

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 and no person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the Company''s website https:// www.aurobindo.com/api/uploads/disclosure under regulation/Whistle%20Blower%20Policy-API-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 are 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, seven Board Meetings and five Audit Committee Meetings were convened and held. The details of the meetings including composition of the Audit Committee are provided in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Key Managerial Personnel

Mr. K. Nithyananda Reddy, Vice Chairman and Managing Director, Mr. M. Madan Mohan Reddy, Whole-time Director Mr. Santhanam Subramanian, Chief Financial Officer, and Mr. B. Adi Reddy, Company Secretary are 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 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 the 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 companies 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 of the following directors:

1) Dr. Satakarni Makkapati (DIN: 09377266) as a Non-executive Director of the Company with effect from November 9, 2023.

2) Dr. (Mrs.) Deepali Pant Joshi (DIN: 07139051) as an Independent Director of the Company for a period of two years from February 10, 2024 to February 9, 2026.

3) Mr. Mangalam Ramasubramanian Kumar

(DIN: 03628755) as an Independent Director of the Company for a period of three years from April 1, 2024 to March 31, 2027.

In the opinion of the Board Dr. (Mrs.) Deepali Pant Joshi and Mr. Mangalam Ramasubramanian Kumar are the persons of integrity, fulfil requisite conditions as per the applicable laws and are independent of the management and promoters of the Company.

As per the provisions of the Companies Act, 2013,

Mr. K. Nithyananda Reddy and Mr. M. Madan Mohan Reddy will retire as Directors at the ensuing Annual General Meeting and being eligible, seek re-appointment. As per Regulation 17(1D) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the continuation of Mr. P. V. Ramprasad Reddy (DIN: 01284132) as Director of the Company is subject to approval of the members in the ensuing Annual General Meeting. Also, proposals seeking the approval of the members of the Company for reappointment of Mr. K. Nithyananda Reddy as Vice Chairman & Managing Director and Mr. M. Madan Mohan Reddy as Whole-time Director of the Company for a further period of three years with effect from June 1, 2024 are placed for the approval of the members in the ensuing Annual General Meeting. The Board recommends all these proposals for the approval of the shareholders of the Company.

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

1) Dr. M. Sivakumaran (DIN: 01284320) resigned as Whole-time Director and Director of the Company w.e.f. August 25, 2023.

2) Dr. (Mrs.) Avnit Bimal Singh (DIN: 01316166) resigned as Non-executive Independent Director of the Company w.e.f. February 11, 2024 and she confirmed that there are no other material reasons other than those mentioned in her resignation letter.

3) Mr. K. Ragunathan (DIN: 00523576) retired as an Independent Director of the Company on close of business hours of March 31, 2024, upon completion of his 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 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 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 mandates 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 2023-24. This evaluation was led by the

Nomination and Remuneration/Compensation Committe of the Company. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the 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 top management or business strategy, governance, risk and understanding o 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/NRC-Policy-AUROBINDO-09022023.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 Party Transactions. 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/ Related-Party-Transaction-Policy.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 Companies (Accounts) Rules, 2014 is in Annexure-3 to this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 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 three Independent Directors viz., Mr. Girish Paman Vanvari as Chairman, Mr. Santanu Mukherjee and Mrs. Savita Mahajan as members of the Committee as on March 31, 2024.

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 2023-24. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of EVS & Associates, a firm of Cost Accountants in Practice (Registration No. 000175) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending on March 31, 2025. The Board on recommendations of the Audit Committee, have approved the remuneration payable to the Cost Auditors subject to ratification of their remuneration by the Members in the forthcoming AGM. EVS & Associates have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and consent for their appointment as Cost Auditors of the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The internal financial controls (IFC) framework institutionalised in Aurobindo has been evaluated indepth for its adequacy and operating effectiveness, wherein the Company has covered financial reporting controls, operational controls, compliance-related controls and also Information Technology (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 Company Secretary in Practice, to undertake the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued in form MR-3 is in Annexure-4 of this Report.

As per regulation 24A(1) of SEBI Listing Regulations, your Company is required to annex a secretarial audit report of its material unlisted subsidiary incorporated in India to its Annual Report. Accordingly, the Secretarial Audit Report for the Financial Year 2023-24 of APL Healthcare

Limited, Apitoria Pharma Private Limited and Eugia Pharma Specialities Limited, 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 and submitted the same to stock exchanges where the shares of the Company are listed.

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/api/uploads/CSR-policy.pdf 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 2023-24 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 from the financial year ended March 31, 2024 to the date of signing of the Board''s Report other than

• the merger of Auronext Pharma Private Limited and Mviyes Pharma Ventures Private Limited, wholly owned subsidiaries of the Company, with the Company by virtue of orders of Hon''ble National Company Law Tribunal, Hyderabad Bench.

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 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 2023-24 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-IFPF.pdf

SHARE CAPITAL

During the financial year under review, there has been no change in the Authorised and Paid-up Share Capital of the Company. The paid-up share capital of the Company as on March 31, 2024 was ?585,938,609 divided into 585,938,609 equity shares of ?1 each. The Company has not issued any shares, debentures, bonds or any non-convertible securities during the financial year under review.

However, the Authorised Share Capital increased from ?261,15,00,000 (Rupees two hundred sixty one crores and fifteen lakhs only) to ?666,39,93,820 (Rupees six hundred sixty six crores thirty nine lakhs ninety three thousand eight hundred twenty only) as per Clause 26 of the Scheme of Amalgamation of Auronext Pharma Private Limited and Mviyes Pharma Ventures Private Limited with the Company, as approved by the Hon''ble National Company Law Tribunal, Hyderabad Bench, Hyderabad as per its order dated April 29, 2024.

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 were no significant material orders 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

Acquisitions/Disinvestment/demerger/merger

Merger of subsidiaries

The Board of directors at its meeting held on August 12, 2021, had approved the Scheme of Amalgamation providing for the amalgamation of wholly owned subsidiaries of the Company viz., Auronext Pharma Private Limited and Mviyes Pharma Ventures Private Limited with the Company subject to the requisite statutory/ regulatory approvals including the approval of the National Company Law Tribunal (Hyderabad Bench). Since there were other restructuring proposals in discussion, this amalgamation was put on hold and the Board of Directors at its meeting held on April 1, 2023 has decided to proceed with the aforesaid Scheme of Amalgamation.

The said Scheme of Amalgamation has been approved by the Hon''ble National Company Law Tribunal, Hyderabad Bench vide its order dated April 29, 2024.

Sale of business assets of Eugia US Manufacturing LLC

Eugia US Manufacturing LLC, USA, a wholly owned step-down subsidiary of the Company, had entered into an asset purchase agreement with Empower Clinic Services New Jersey, LLC on February 3, 2024 to dispose of its business assets as a going concern with related assets and liabilities and employees for a cash consideration of US$ 52 million to be received from the disposal, plus US$ 58 million in lease payments made to Eugia US Manufacturing LLC and/or its affiliates, over the 20 years lease term including extensions.

The transaction was completed on May 1, 2024.

Acquisition of balance shares in Purple Bellflower Pty Limited

Acquisition of balance 52% shares from the Joint Venture Partners of Purple Bellflower Pty Limited, South Africa, on April 30, 2024 and on such acquisition, it became a wholly owned step-down subsidiary of the Company.

Also, Aurobindo Pharma Pty Limited, South Africa, became a wholly owned subsidiary by virtue of the aforesaid acquisition.

Transfer of Units to Apitoria Pharma Private Limited

Pursuant to the Business Transfer Agreements entered into between the Company and Apitoria Pharma Private Limited (formerly known as Auro Pharma India Private Limited), a wholly owned subsidiary of the Company, Unit-I, Unit-VIII, Unit-IX, Unit-XI, Unit-V, Unit-XIV, Unit-XVII and APLRC-II of the Company were sold and transferred to Apitoria Pharma Private Limited with effect from October 1, 2023.

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 December 20, 2023.

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.