astrazeneca pharma india ltd Directors report

Your Directors are pleased to present the 44^th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31,2023.

Financial Results

( in million)

Particulars	2022- 23	2021-22
Sales and Other Income	10,291	8,204
Profit/(Loss) Before Tax	1,341	830
Provision for Taxation
- Income Tax	383	226
- Adjustment for Deferred Tax	(35)	(12)
Total Tax	348	214
Profit/(Loss) after Taxation	993	616
Other comprehensive income/(loss) for the year	(26)	(17)
Total comprehensive income for the year	967	599
Surplus brought forward from the previous year	3,790	3,241
Impact of Ind AS 116	-	-
Total amount available for appropriation	4,756	3,840
Appropriation made by Directors
Transfer to General Reserve	-	-
Appropriation recommended by Directors
Dividend	(200)	(50)
Tax on proposed Dividend	-	-
Surplus carried over	4,556	3,790

Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose.

Dividend

The Board is pleased to recommend a dividend of 16/- per equity share of 2 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those equity shareholders of the

Business

The Company registered product sales of 9,417 million versus last year sales of 7,614 million delivering growth of 24%. Also, Company achieved a total comprehensive income of 967 million, with a growth of 62%, during the financial year 2022-23.

Aligned to our global strategy, Growth through innovation strategy of the Company worked well with innovative molecules like Osimertinib (Tagrisso), Olaparib (Lynparza), Durvalumab (Imfinzi), Benralizumab (Fasenra) and Acalabrutinib (Calquence). Ticagrelor (Brilinta) is approved for treatment in Acute Coronary Syndrome (ACS) and used in high-risk Post MI patients further gaining momentum with an achievement of 26.5% growth year on year despite loss of exclusivity by parent company. Ticagrelor continues to be the market leader with value share of 19.9% as against 17.2% last year in Oral Anti Platelets (OAP) market as per IQVIA report MAT March 2023. Our continued focus on awareness of use of potent anti-platelet drugs in ACS including the correct diagnosis and science behind the product led us to this achievement despite the presence of several generics in the market.

In the current year (2022-23), Fasenra the first Biologic from AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 400 Patients. Fasenra has gained significant traction amongst Pulmonologists. It is regarded as the most effective, convenient and safe therapy for SEA.

Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose Cotransporter Inhibitors), grew despite strong headwinds from several companies who launched generic versions of Dapagliflozin. We continue to focus on high science and approval of Forxiga 10 mg in new indications like HFrEF & CKD which are helping SGLT2 inhibitors to be used early for these indications irrespective of the presence of type 2 diabetes.

In the fiscal year of 2022-23, the Oncology Business achieved a notable double-digit growth of 48%. This success was bolstered to strong performance recorded by Tagrisso (Osimertinib), Imfinzi (Durvalumab) and Lynparza (Olaparib) showing healthy share gains India-wide, besides continued strong market growth coupled with the approval and launch of the following new indications:

1. TOPAZ 1 - It is the first global phase 3 study to report positive results of Imfinzi (Durvalumab) in combination with chemotherapy as the first line treatment for advanced Biliary Tract Cancer (BTC), a treatment setting with no major global treatment advancement in over a decade. The combination was not only statistically significant but also showed clinically meaningful prolonged overall survival versus the comparative group on Chemotherapy & Placebo. This immunotherapy- based regimen is the new Standard of Care in the Treatment of Advanced BTC.

2. ADAURA - for the adjuvant treatment of patients with early- stage EGFRm non-small cell lung cancer (NSCLC) that recorded a noteworthy reduction of 79% in disease recurrence or death with Tagrisso (Osimertinib). Updated results from ADAURA showed adjuvant Osimertinib continued to prolong the overall survival for these patients who receive adjuvant Osimertinib after surgical resection.

3. OlympiA - Lynparza became the first and only approved medicine targeting BRCAm in early breast cancer as adjuvant treatment for gBRCAm HER2-negative high-risk patients based on the OlympiA Phase III trial. This indication was launched in India in September 2022 and focussed through evidence generation (prevalence study) and diagnostic patient support programme in 2023.

Tagrisso (Osimertinib) has sustained its prominent position as the largest brand specialising in the treatment of Lung Cancer in India as per the recent IPSOS. In February 2022, the Company took a strategic decision to rationalise the price in the Indian market, as part of their unwavering commitment to enhance patient access to innovative treatments and in recognition of the affordability challenges faced by patients seeking such therapies. This price change has been received well in the market and has led to 40% growth in new patient enrolments (April 2022 - March 2023) post sustainability programme implementation.

Lynparza (Olaparib), an Oral PARP Inhibitor used to treat PARP dependent tumors like ovarian cancer, breast cancer, prostate cancer and pancreatic cancer, which was launched in February 2019, continues to be a leader in Ovarian Cancer market. After having established BRCA testing as a standard procedure in Ovarian Cancer patients, the Company has now created partnerships with ecosystem in expanding on Homologous Recombination Deficiency testing capability in the market, helping more patients benefit from the available targeted treatment therapies like Olaparib.

Imfinzi (Durvalumab) was launched in October 2019 for the patients with unresectable, Stage III NSCLC whose disease has not progressed following platinum-based chemotherapy and radiation therapy and in extensive stage small cell lung cancer continues to progress well. The brand registered growth of 185% during the year.

We are delighted to announce that in the Therapeutic Area of Oncology, the Company has gained 12 positions in the last 3 years and is now ranked third overall. It is also the third fastest growing MNC in India as per the latest available IPSOS report MAT December 2022 (released in May 2023).

Last year, we saw new Covid variants surface which kept us alert enough to consider all the risks before coming back to normal. Concerned about their personal lives, employees were deeply concerned about the threat from COVID-19. While the world was stepping out of the pandemic environment, the Company did not lower its guard completely and collaborated with the Companys medical team to build health and well-being advisory for the employees that guided the ways of working.

In tandem with government directives, from time to time we initiated two or three days of working from office to strike a balance between business continuity and safety of the employees. All employees were advised to self-test and declare as they continued meeting external stakeholders as and when necessary. Meanwhile, technology and our omnichannel approach that was set up early, enabled us to continue work in a hybrid fashion. Teams connected with healthcare professionals and other stakeholders providing all support they needed to continue benefiting patients and ensure access to medicine. Our diverse mode of engagement continued last year that helped us to serve patients effectively.

Management has considered its liquidity position as at March 31, 2023 and over the next twelve months, by performing cash flow assessments and a sensitivity analysis thereon and has concluded that the Company will have adequate liquidity in the ordinary course of business.

Manufacturing

Despite the ongoing challenges in volatility, the factory delivered strong results for 2022. Our excellent safety and quality performance at manufacturing site continued with zero Lost Time Injury and no critical observations in both internal and external quality audits.

Our supply performance was strong with 100% stock availability and zero stockouts, ensuring unrestricted supply to patients.

Our lean and digital journey continues, focusing on low cost/no cost digital solutions. Multiple power apps dashboards have been deployed, giving us real time data, making our processes more efficient and providing significant tangible benefits.

Procurement saving targets were achieved by locally sourcing non-critical excipients and foil.

Productivity projects for site were:

• Rationalising pack sizes, such as Brilinta 4x14s and now Forxiga 7x14s.

• Moved to single shift operations

• Packaging Line balancing - by 2023 reduction of 2 packing lines

To deliver our bold ambition of zero carbon by 2025, the Operations has developed Carbon zero glidepath, with many initiatives such as:

• Air handling unit Ramp down

• Heat pump for HVAC system

• Quality Control Lab achieving My Green Lab Certification

The manufacturing site is now using 95-97% green energy. Further, there is zero discharge for effluent and the water is being treated and reused at site.

People are in the heart of everything we do, hence, the operations have rolled out many inclusion and diversity initiatives including manufacturing inclusion workshops for operators.

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

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

Deposits

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

Safety, Health and Environment

During the year 2022, Safety, Health and well-being of employees continued to be an important focus area with an emphasis on COVID support. Teleservices and all new Employee Assistance Programme with new EAP partner were added to the We Care For You suite. We continued to distribute quality PPE on a regular basis to all teams in order to provide a safe working environment for our employees. Annual health check-up was rolled out for employees in field as well as in the head office of the Company.

Human Resources and Employee Relations

The Company is committed to provide career opportunities for its employees and enable their growth and development. There is continued focus on enabling career development and learning opportunities for the employees. During the year, the Company continued with developed focus by encouraging employees to take ownership of their development through innovative experiences.

The Company also continued to invest in talent development programmes to accelerate our talent pipeline for country leadership roles with continued investment on education, exposure and experience through Global, Regional and Local programmes. The Company continues to transform from rating-based Performance Management approach to Performance Development approach focused on continuous coaching and feed forward culture.

Number of Employees

The total number of employees of the Company as on March 31,2023 was 947 as against 1,183 as on March 31, 2022.

Legal Matters

In the last years Boards Report, members were inter-alia informed about Arbitration proceedings initiated by National Highway Authority of India (NHAI) before Arbitrator at Bengaluru in relation to first acquisition of land made by NHAI in 2004 and the arbitration proceedings invoked by the Company seeking, inter-alia, enhancement of compensation from NHAI in respect of second acquisition of land made by NHAI in 2011. During the financial year under review, the Arbitration proceedings initiated by NHAI in relation to first acquisition of land by NHAI in 2004 was heard by the Arbitrator and the same is now reserved for passing award. As regards Arbitration on second acquisition by NHAI, there has been no reportable development.

Further, the members were also informed about Writ Petition filed by the Company before the Honble High Court of Karnataka challenging demand notice received from Bruhat Bengaluru Mahanagara Palike (BBMP) dated August 7, 2014 demanding improvement charges from the Company and the interim stay granted by the Honble High Court of Karnataka. During the year under review, the matter was heard and reserved for judgement. However, the court has posted the matter back for further hearing, hence there is no reportable development.

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

Transfer to Investor Education and Protection Fund

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in the financial year 2022-23.

Directors Responsibility Statement

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

(a) that in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) that they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2023 and of the profit and loss of the Company for the year ended on that date.

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

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

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

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

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

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

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

During the financial year under review, there was no complaint received by the Internal Complaints Committee.

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

Board Meetings

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), performance evaluation exercise was carried out for evaluation of the performance of the Board as a Whole, the Chairman, Independent Directors and the Non-Independent Directors.

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

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

As required under Listing Regulations, the Independent Directors held a separate meeting on February 10, 2023. All the Independent Directors attended the meeting. The Independent Directors discussed/reviewed the matters specified in Regulation 25(4) of the Listing Regulations.

Nomination and Remuneration Policy of the Company

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

The policy is available at https://www.astrazeneca.in/content/dam/ az-in/pdf/files/AprNomination%20and%20Remuneration%20Policy.pdf

Vigil Mechanism/Whistle-Blower Policy

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

The mechanism provides for adequate safeguards to Director(s)/ Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairperson of the Audit Committee. The Whistle Blowing Policy is available at https://www.astrazeneca.in/content/dam/az-in/pdf/2019/Whistle Blowing Policy.pdf

Dividend Distribution Policy:

The Company has adopted a Dividend Distribution Policy which is annexed as Annexure - I, which forms part of this Report.

The Dividend Distribution Policy is also available at https://www.astrazeneca.in/content/dam/az-in/pdf/2017/Dividend%20Distribution%20Policy.pdf

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - II, which forms part of this Report.

Related Party Transactions

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

The Company entered into materially significant related party transactions with AstraZeneca UK Limited and AstraZeneca AB, Sweden for purchase, transfer and receipt of products, goods, material, services and reimbursement on account of transfer price or other obligations. The same is within the limits duly approved by the members at the 43^rd Annual General Meeting.

Further, the Company has taken the approval of members of the Company at its 43^rd Annual General Meeting for the transactions to be entered into by the Company with AstraZeneca UK and AstraZeneca AB Sweden which will be valid till the conclusion of 44^th Annual General Meeting.

All related party transactions are placed before the Audit Committee for its prior approval. Omnibus approval of the Audit Committee is obtained for transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

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

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

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review is carried out to ensure that executive management controls risks by means of a properly defined framework.

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

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

Corporate Social Responsibility (CSR)

The Companys trust in the power of science is sustaining and growing, helping us transform the future of healthcare and the health of people, society and the planet. At AstraZeneca, our purpose and our value of doing the right thing, impels us to strive towards building healthier societies, forging partnerships to tackle major health challenges.

Sustainability at AstraZeneca means harnessing the power of science and innovation and our global reach to build a healthy future for people, society and the planet.

The Company is playing its part in tackling the biggest challenges of our time, from climate change to access to healthcare and disease prevention. By using a science-led approach and ensuring we act with integrity and in accordance with our values, the Company is transforming the future of healthcare and making a positive impact.

The Company seeks to create value beyond the impact of our lifechanging medicines, by embedding sustainability into everything.

Our three-pronged Sustainability ambition includes:

• Increasing access to life-saving treatments, promoting prevention and strengthening global healthcare resilience and sustainability.

• Accelerating the delivery of net-zero healthcare, proactively managing our environmental impact across all activities and investing in nature and biodiversity.

• Ensuring ethical, open and inclusive behaviour across.

Access to Healthcare

The Companys flagship programme, the "Ganga Godavari Screening Programme" persisted in its mission to identify the incidence of Cancer in women early-on by conducting preventative screenings among underserved communities.

India has seen a significant increase in cancer cases over the years, particularly in the case of common cancers such as oral, cervical and breast cancers. The number of cases diagnosed in India has risen by 324% between 2017 and 2018. According to GLOBOCAN 2020, an article published by the International Agency for Research on Cancer, there were an estimated 19.3 million new cancer cases worldwide in 2020, which almost 10 million cancer deaths. The overall incidence of cancer was 2-3 times higher in transitioning countries as compared to transitioned countries for both sexes. Unfortunately, breast cancer and cervical cancer are the leading cause of cancer deaths in women in India. The death rates for female breast and cervical cancers were also considerably higher in transitioning countries than in transitioned countries. The global cancer burden is further expected to rise to 28.4 million cases in 2040, a 47% increase from 2020, which highlights the urgent need for effective cancer prevention and control strategies in countries around the world.

Emerging out of the pandemic hit nation, we strategically chose geographies that were still coming out of the pandemic and needed to kick-start their access to healthcare initiatives in tandem with the support from local districts as well as the community.

The programme focused on spreading awareness and early detection of cancer in women especially between the age of 30-60 years. As we entered in third year of the programme, we spread our reach to multiple regions and on-boarded two partners for the programme i.e. Indian Cancer Society and CAPED India, to spread our work in more communities. With due support from Ministry of Health and Family Welfare, the programme was implemented in over 120 villages in and around Nasik, Mathura and Patna. In order to make the programme more sustainable, we replicated our tri-party support model that could bring in local medical support for patient reference and community-based intelligence to catalyse field work and outreach. Indian Cancer Society and CAPED supported our mission to detect cancer in women early by conducting specialised health camps to check for Ovarian, Breast and Cervical cancer. We also supported women who needed further diagnosis and treatment through a ‘Patient Navigation Programme, in partnership with local hospital partner such as the Ramakrishna Mission Sevashrama Charitable Hospital and Path Sanjivani Charitable Trust in Mathura.

In all, the programme this year organised over 130 camps and touched over 8,500 women out of which 1,100 women were found to be at risk of cancer and were referred for further medical treatment.

This year, the Company also initiated a programme to complement the National Cancer Grid, a Government of India initiative that links 280+ cancer centres across India with the objective of reducing disparities in standards of care by adopting evidence-based management guidelines. It is an attempt to ensure that low-income patients receive high standard of care.

The Company collaborated with Tata Memorial Centre Navya to help promote this initiative to standardise care that has been particularly beneficial in the aftermath of the COVID-19 crisis since it has enabled cancer patients to receive remote opinions through next- gen technology and stay out of hospital. The programme focused on helping patients receive consultations from cancer specialists at Tata Memorial Centre and other National Cancer Grid centres and the pilot this year helped 157 patients across India. Depending on need, sponsored a higher ratio of women to that of men (57 vs 43) and beneficiaries were from 17 different states and union territories with the majority coming from Tamil Nadu, Maharashtra and Uttar Pradesh. To honour our shared objective of helping every cancer patient get access to quality care, the Company has also extended its reach to patients in West Bengal, where the cancer burden is extremely high.

Our global ‘Young Health Programme has built a legacy with over a decade old work across multiple communities in Delhi and helped us build a strong roadmap as we replicate the programme in newer territories. This programme founded in partnership with John Hopkins School of Public Health and Plan International, AstraZeneca aims at improving health outcomes of vulnerable youth, by building awareness on the ill-effects of behaviours such as tobacco and alcohol consumption, smoking, unhealthy lifestyle etc. that could lead to Non-communicable diseases (NCD) such as

Cancer, Diabetes, heart ailments etc., in the long run. With a unique working model, this project is implemented by developing youth from the community itself as ‘Peer Educators who not only believe in the objective of the programme but also act as influencers in driving change within the community.

This year we completed one year of expanding our initiative in Karnataka.

With over 15 ‘Health Information Centres (HICs) in Delhi that are the focal points in identified communities helping us spread the right information on NCD Prevention and Management from generating awareness to identifying sustainable solutions to influence behaviour, we now have 6 HICs in unauthorised colonies of Mahadevpura, Varthur, Yelahanka, Dasarahalli and K. R. Puram in Bengaluru running successfully. Our primary objectives with this programme are:

• To empower young people through building knowledge and capacity on NCD prevention, enabling them to take informed decisions about their health, using peer education and community outreach.

• To increase awareness and knowledge of parents, teachers and community leaders on NCD prevention to create a supportive and enabling environment for young people.

• To strengthen health services in the targeted area for providing access to quality youth friendly sexual and reproductive health rights and NCD services.

• To advocate with state government for strengthening institutional systems and policy environment that supports NCD prevention and promotes the holistic health of young people.

We are refining our strategies to work in these new communities and have been able to capitalise on the support from local government in Karnataka including Ministry of Health and Family Welfare, NCD Cell and national health mission teams in not only implementing the programme but also strategically strengthening our grassroot connections by involving community government health offices.

Some of our activities in these communities include:

• Peer educator identification and training for young people, an integral process of the programme that helps to develop a cohort of peer educators and ambassadors to take the agenda forward in the community. The main focus of the training is to empower them with technical knowledge on NCD risk behaviours and how they can share this knowledge with their peers in schools and communities.

These peer educators are working as agents of change in the community and using different platform including observation of days, Nehru Yuva Kendra Sansthan, Rajiv Gandhi National Institute of Youth Development Health Department for raising the voice of young people on NCD prevention.

• Training/sensitisation of school teachers from government schools on harms of alcohol & tobacco consumption, risky sexual behaviours, unhealthy diet and physical inactivity was a crucial activity to be able to reinforce the message in the community from all influencers. This helped in building knowledge of the teachers to cascade the knowledge forward to young people studying in school.

• Involving the community in observing important health days helped us reiterate the message in a continuous manner. YHP team along with peer educators organised multiple mass events and campaigns on special days to raise awareness on health amongst young people and community members. About 12 health days were observed both virtually and physically with the participation of over 6,000 young people. These celebrations included medical sessions on NCD & its risk factors, drawing competition, videos sessions, and health talk to increase the awareness and address their questions.

With an intervention in new territories, we reached about 1.3 lac people and built large scale awareness on NCDs, its causes and impact. In lines with the design of the programme, we also trained 560+ youth, 150+ teachers and 13 government facilitators on the subject.

Taking the promise of care forward with an underlying objective of adherence to treatment, AstraZeneca India, in partnership with Make-A-Wish Foundation, pledged to fulfill the wishes of approximately 550 critically ill children across the country while upholding the goal of treatment adherence, advancing its commitment to care. During conversations with several healthcare professionals treating children, it has been demonstrated that granting a childs wish made a positive difference in their treatment journey. This serves as a crucial complement to medical care and experts have noticed that patients feel better and are more likely to adhere to treatment protocols when their wishes are fulfilled.

We backed a series of 11 events, either virtually or in-person, across Bengaluru, New Delhi, Mumbai, Kolkata, Vellore, Chennai, Hyderabad and Ahmedabad, in an effort to connect with as many children between the ages of 3 to 18 as possible and create joyous memories.

Environment Protection:

The Company recognises the connection between healthy people and a healthy planet and are using a science-based approach to proactively manage our environmental impact. The Company is actively investing in biodiversity and nature conservation, as we strive towards achieving our Zero Carbon ambition. The Companys AZ Forest programme has already made significant strides, with over 10.5 million trees planted globally since 2020. Through the AZ Forest initiative, AstraZeneca is collaborating with local governments and non-profit organisations to restore forests and promote biodiversity by planting trees worldwide. In India, AstraZeneca associated with SankalpTaru Foundation and committed to plant and maintain geo-tagged trees. This innovative approach includes individual tracking of each plant, enabling us to monitor and manage their growth remotely.

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

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

Annual Return of the Company

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

Details of remuneration of Directors/Key Managerial Personnel

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

Particulars of Employees

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

However, the said Annexure shall be provided to Members on a specific request made in writing to the Company. The said information is open for inspection and any member interested in obtaining the copy of the same may write to the Company Secretary.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Regulations is annexed as Annexure - VII, which forms part of this Report.

Corporate Governance

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

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board, as required under Section 143(12) of the Act and Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any Loan, Guarantee or made Investments within the meaning of Section 186 of the Companies Act, 2013.

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

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

Committees

Pursuant to Section 178 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on May 30, 2014, had constituted the Nomination & Remuneration Committee and the Stakeholders Relationship Committee.

Pursuant to Section 135 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on August 12, 2014 had constituted the Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors at its meeting held on February 6, 2019 had constituted the Risk Management Committee. Details of these Committees including the Audit Committee are furnished in the Corporate Governance Report.

Directors and Key Managerial Personnel

The Companies Act, 2013 provides for appointment of Independent Directors, who shall hold office for a term of up to 5 consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a special resolution by the Company. Further, the provisions of retirement by rotation as envisaged under Section 152 of the Companies Act, 2013, shall not apply to such Independent Directors. The Independent Directors of the Company Mr. Narayan K. Seshadri, Ms. Revathy Ashok and Ms. Shilpa Shridhar Divekar, have furnished the required declaration under the provisions of Section 149 of the Companies Act, 2013, affirming that they meet the criteria of independence.

Changes to the Board of Directors

Pursuant to Section 152 of the Companies Act, 2013, Ms. Weiying Sarah Wang (Non-Executive Director), will retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. A resolution in this behalf is set out at Item No. 3 of the Notice of the Annual General Meeting.

During the year, Mr. Gagandeep Singh Bedi resigned from the office of Managing Director and also as Director of the Company with effect from the closing of business hours on December 31,2022, consequent to transfer to a new position within AstraZeneca Group.

Based on the recommendations of the Nomination & Remuneration Committee, Mr. Rajesh Marwaha was re-appointed as the Whole-Time Director of the Company with effect from December 2, 2022 for a period of three years and Mr. Sanjeev Kumar Panchal was appointed as the Managing Director of the Company with effect from January 1,2023 for a period of three years.

Pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings, brief resume and other disclosures relating to the Director who is proposed to be re-appointed are given in the Annexure to the Notice of the 44^th Annual General Meeting.

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

As on date, Mr. Sanjeev Kumar Panchal, Managing Director,

Mr. Rajesh Marwaha, Chief Financial Officer & Director and Ms. Manasa. R, Company Secretary, are the Key Managerial Personnel of the Company.

Auditors

Statutory Auditor:

At the Annual General Meeting held on August 9, 2021, the present statutory auditors, M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No. 304026E/E-300009), were re-appointed as statutory auditors of the Company for a period of 5 years viz. till the conclusion of 47^th Annual General Meeting.

Secretarial Auditor:

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 and amendments made thereto, the Company engaged the services of Mr. Vijayakrishna K.T., Practising Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - IX, which forms part of this Report.

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

Cost Auditors:

The Board of Directors of the Company, based on recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru, (holding Registration No. 000065), as Cost Auditor of the Company, for conducting the Cost Audit for the Financial Year 2023-24, on a remuneration as mentioned in the Notice convening the 44^th Annual General Meeting.

A certificate from M/s. Rao, Murthy & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company is in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

Cost Audit Report for the year 2021-22 was filed with the Ministry of Corporate Affairs on September 7, 2022.

The Company maintains the cost records as specified by the Central Government under Section 148 (1) of the Act.

Acknowledgements

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

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

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

	On behalf of the Board of Directors
Place: Bengaluru	Narayan K. Seshadri
Date: May 30, 2023	Chairman