Akums Drugs & Pharmaceuticals Ltd Directors Report

To

Dear Shareholders,

The Board is pleased to present the 21^st (Twenty First) Annual Report on the business and operations of the Akums Drugs & Pharmaceuticals Limited ("Akums/the Company"), together with the Audited (Standalone & Consolidated) Financial Statements of the Company for the financial year ended on March 31, 2025 ("FY 2024-25").

As this is our first report following the successful completion of our Initial Public Offer ("IPO") and subsequent listing of our equity shares on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), the Board takes this opportunity to thank all stakeholders for their unwavering support and confidence in the Companys vision. The support and confidence has been instrumental in achieving this significant milestone and positioning the Company for future growth and success.

Akums remains dedicated to enhancing shareholder value and pursuing strategic objectives with diligence and integrity. The Company is enthusiastic about the opportunities that lie ahead and are committed to building upon the strong foundation established.

Financial Summary

In terms of the provisions of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its standalone and consolidated financial statements in accordance with the applicable Indian Accounting Standards (Ind-As) for FY 2024-25.

A brief overview on Standalone and Consolidated Financial Performance of your Company for the FY 2024-25 are as under:

In INR million

S. No. Particulars	Standalone Year ended 31 March 2025	Year ended 31 March 2024
	Audited	Audited
I Income
Revenue from operations	13,117.84	14,441.19
Other income	1,241.92	941.21
Total income (I)	14,359.76	15,382.40
II Expenses
Cost of raw materials consumed	8,110.58	8672.35
Changes in inventories of finished goods, work-in-progress	(100.50)	64.42
Employee benefits expense	2,017.36	1,752.80
Finance costs	153.09	183.13
Depreciation and amortisation expense	395.45	326.94
Fair value changes on financial instruments	(38.67)	3577.74
Other expenses	1,744.08	1640.46
Total expenses (II)	12,281.39	16217.84
III Profit/ (Loss) before exceptional items and tax (I-II)	2,078.37	(835.44)
IV Exceptional items	-	(193.89)
V Profit/ (Loss) before tax (III-IV)	2,078.37	(1029.33)
VI Tax expense	468.39	625.18
VII Profit/ (Loss) for the period/ year (V-VI)	1,609.98	(1654.51)
VIII Other comprehensive income
- Items that will not be reclassified to profit and loss	(0.96)	(29.07)
- income-tax on items that will not be reclassified to profit and loss	0.24	7.32
IX Total comprehensive income for the period/ year (VII+VIII)	1,609.26	(1676.26)

 

		In INR million
S. Particulars No.	Standalone Year ended 31 March 2025	Year ended 31 March 2024
	Audited	Audited
X Paid-up share capital (Face value of INR 2/- per share)	306.21	286.13
XI Other equity	22,746.26	1,152.65
XII Earnings per share (of INR 2/- each) (EPS for quarters ended have not been annualised) (refer note 4)
Basic and diluted	10.76	(11.56)

 

		In INR million
	Consolidated
Particulars	Year ended 31 March 2025	Year ended 31 March 2024
	Audited	Audited
Income
Revenue from operations	41,181.58	41,781.82
Other income	521.22	340.25
Total income	41,702.80	42,122.07
Expenses
Cost of goods sold	24,334.34	25,502.37
Employee benefits expense	7,158.21	6,468.64
Finance costs	346.00	506.14
Depreciation and amortisation expense	1,534.46	1,256.40
Fair value changes to financial instruments	(38.67)	3,577.74
Other expenses	5,082.90	5,003.22
Total expenses	38,417.24	42,314.51
Profit/ (Loss) before exceptional items and tax	3,285.56	(192.44)
Exceptional items	(166.97)	260.34
Profit/ (Loss) after exceptional items and before tax	3,452.53	(452.78)
Tax expense	14.76	(460.68)
Profit/ (Loss) for the quarter/ year after tax (V-VI)	3,437.77	7.90
Other comprehensive income
- Items that will not be reclassified to profit and loss	(13.62)	(50.50)
- income-tax on items that will not be reclassified to profit and loss	2.67	13.72
Total comprehensive income for the quarter/ year (VII+VIII)	3,426.82	(28.88)
Profit/ (Loss) for the quarter/ year attributable to:
Owners of the Parent	3,381.76	(40.35)
Non-controlling interest	56.01	48.25
Other comprehensive income attributable to:
Owners of the Parent	(11.03)	(36.56)
Non-controlling interest	0.08	(0.22)
Total comprehensive income attributable to:
Owners of the Parent	3,370.73	(76.91)
Non-controlling interest	56.09	48.03
Paid-up share capital (Face value of INR 2/- per share)	306.21	286.13
Other equity	30,163.93	6,808.85
Earnings per share (of INR 2/- each) (EPS for quarters have not been annualised):
Basic and diluted	22.60	(0.28)

Key highlights of the Companys standalone financial performance during FY 2024-25 are as follows:

Revenue from operations declined by 09.16%.

Total Income is also declined by 6.65%.

Key highlights of the Companys consolidated financial performance during FY 2024-25 are as follows:

Revenue from operations are stable with slight decline of 1.44%.

Total Income is also stable with slight decline of 1%.

Dividend

Akums has consistently pursued a path of expansion to drive long term growth. In line with the need to conserve the Companys resources, the Board of Directors has not recommended any dividend for the financial year 2024-25.

Transfer to Reserves

The total comprehensive profit of INR 1,609.26 million for the FY 2024-25 had been transferred to previous years other equity of INR 1,152.65 million to arrive at the current years other equity of INR 22,746.26 million, which includes, Securities Premium of INR 9,567.99 million, put option adjustment of INR 8,615.12 million and put option reserve adjustment INR 1,801.24 million, which was retained in the Balance Sheet.

Extract of Annual Returns

Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the annual return for the FY 2023-24 has been placed on the website (Link: https://www.akums.in/investors/annual-return/) of the Company. The annual return of 2024-25 will be placed post completing Annual filings.

Integrated Annual Report

In line with the SEBI circular dated February 6, 2017, Akums has voluntarily released its Integrated Annual Report. This comprehensive report combines both financial and non-financial information and follows the International Integrated Reporting Framework. It highlights the Companys strategy, governance, performance and future value creation prospects, structured around six key forms of capital: Financial Capital, Manufactured Capital, Intellectual Capital, Human Capital, Social & Relationship Capital and Natural Capital.

Material Event (s)

Initial Public Offer

The FY 2024-25, has marked a significant milestone in the corporate history of Akums. During the year under review, the Company successfully completed its Initial Public Offer (IPO), comprising both an Offer for Sale and Fresh Issue, details of which are summarized below:

Fresh issue of 10,037,708 Equity Shares of face value of INR 2 each aggregating to INR 6,800 million

Offer for sale by Existing Shareholders of 17,330,435 Equity Shares of face value of INR 2 each aggregating to INR 11,767.37 million

Total Offer Size 27,368,143 Equity Shares aggregating to INR 18,567.37 million

The IPO was opened to the public from July 30, 2024 and closed on August 01, 2024 (both days inclusive). The offer witnessedsignificantinvestorinterest,withoversubscriptions exceeding 63 times across all investor categories. On the listing day, the share price surged significantly above the IPO price band, reflecting investor confidence in Companys future prospects.

The equity shares of the Company were listed on the Stock Exchanges, namely NSE India Ltd and BSE Limited on August 6, 2024.

Strategic Reduction in Subsidiary Entities

In the month of April 2024, Akums undertook a strategic review of its subsidiary portfolio and decided to disinvest from certain subsidiaries that were either non-operational or conducting business at a nominal scale or were transacting; and were facing headwinds in scaling up of their business operations.

The list of such entities is mentioned below: i) Amazing Research & Laboratories Ltd., ii) May & Baker Pharmaceuticals Ltd. and iii) Burroughs Welcome Pharmacia Pvt. Ltd.

Therefore, during the financial year Amazing Research & Laboratories Ltd., May & Baker Pharmaceuticals Ltd. and Burroughs Welcome Pharmacia Pvt. Ltd. (Now Hygosap Pharma Private Limited) ceased to be subsidiaries of the Company with effect from 01^st April 2024.

Incorporation of subsidiary in United Kingdom

Akums Healthcare UK Ltd. was incorporated as a foreign wholly owned subsidiary of the Company on 18^th March, 2025.

Changes in Capital Structure

During the FY 2024-25, there was no change in the Companys authorised share capital.

However, issued, subscribed and paid-up capital share capital of the Company underwent the following changes.

S. No. Allotment details	Date of Allotment	Amount (Face Value)
1 4291930 Equity Shares has been issued, subscribed and allotted to the Akums Employee Benefits Trust	31-May-2024	85,83,860
2 10037708 Equity Shares has been issued, subscribed and allotted to the public as a fresh issue portion of IPO	02-August-2024	2,00,75,416

Therefore, as on March 31, 2025 the Companys authorised share capital was INR 400,000,000/- (INR 40 crore) divided into 200,000,000 (INR 20 crore) equity shares of face value INR 2 each and issued, subscribed and paid-up share capital was INR 31,47,87,976 divided in to 15,73,93,988 equity shares of face value INR 2 each.

Changes in Directors and Key Managerial Personnel

During the FY 2024-25, Mr. N.L. Kalra ceased to be an Independent Director, with effect from 05.02.2025. on account of attaining the 75 years of age.

The Board places on record its sincere appreciation for his valuable contribution, guidance and service during the tenure with the Company.

As per the provisions of the Companies Act, 2013, Mr. Sanjeev Jain, Director, will retire at the ensuing Annual General Meeting and being eligible, and has offered himself for reappointment. The Board of Directors recommended his re-appointment for the approval of the shareholders

Meetings of the Board of Directors

During the FY 2024-25, the Board of Directors duly met seven times on 04.05.2024, 31.05.2024, 24.07.2024, 01.08.2024, 24.08.2024, 09.11.2024 and 06.02.2025 in respect of which proper notices were given and the proceedings were properly recorded and signed in the ‘Minutes Book maintained for the purpose.

In cases of urgent business requirements, the Board or its Committees also passed resolutions by circulation, in accordance with the provisions of the Companies Act, 2013.

The details of attendance of directors at the board meetings of the company during F.Y. 2024-25 are given as under:

		No. of Board Meetings
Name of Director	Category	Eligible to attend	Attended	%
Mr. Sanjeev Jain	Managing Director	7	7	100
Mr. Sandeep Jain	Managing Director	7	7	100
Mr. Sanjay Sinha	Whole Time Director	7	7	100
Mr. N.L. Kalra	Independent Director	6	6	100
Mr. Kewal Handa	Independent Director	7	6	85.71
Ms. Matangi Gowrishankar	Independent Director	7	7	100
Mr. Sunil Kumar Thakur	Non-Executive Director	7	7	100
Mr. Satwinder Singh	Independent Director	7	7	100

Meeting of Board Committees and General Meeting(s) during FY 2024-25

Details of meetings of various committees of the Company held during the period under review, are given as under:

S. No. Committee	No. of Meetings	Date of Meetings
1. Audit Committee	5	4-May-2024,
		31-May-2024,
		24-August-2024,
		9-Nov-2024,
		6-Feb-2025
2. Nomination & Remuneration Committee	5	4-May-2024,
		24-August-2024,
		9-Nov-2024,
		29-Jan-2025,
		6-Feb-2025
3. Stakeholder relationship Committee	1	6-Feb-2025
4. Risk Management Committee	1	9-Nov-2024
5. IPO Committee	2	29-July-2024,
		02-August-2024

The details of attendance of members of the Audit Committee (AC), Nomination and Remuneration Committee (NRC), Stakeholder relationship Committee (SRC), Risk Management Committee (RMC) and IPO Committee (IPOC) of the company are given as under:

Name of		ACM		NRC			SRC	RMC		IPOC
Director	Category	Eligible	Attended	Eligible	Attended	Eligible	Attended	Eligible	Attended	Eligible	Attended
Mr. Sanjeev Jain	Managing Director	-	-	-	-	1	1	1	1	2	2
Mr. Sandeep Jain	Managing Director	4	4	-	-	1	1	1	1	2	2
Mr. Kewal Handa	Independent	5	5	5	5	-	-	1	1	-	-
Mr. N.L Kalra	Independent	4	4	4	3	-	-	1	1	-	-
Ms. Matangi Gowrishankar	Independent	5	5	5	5	-	-	1	1	-	-
Mr. Sunil Kumar Thakur	Non-Executive	5	5	5	5	-	-	-	-	2	2
Mr. Satwinder Singh	Independent	5	5	5	5	1	1	-	-	-	-

The Annual General Meeting (AGM) of Akums for the previous financial year, i.e. 2023-24, was held on 31.05.2024. The meeting was duly attended by all Directors and Shareholders of the Company along with the Company Secretary, Chief Financial Officer, representatives of the Statutory Auditor and the Secretarial Auditor of the Company.

During the FY 2024-25, the Company conducted two Postal Ballot events vide notice dated 09^th November, 2024 and 06^th February, 2025.

One separate meeting of the Independent Director was held on 24^th July, 2024.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3) read with Section 134(5) of Companies Act, 2013, the Directors confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. These controls are critical for ensuring the orderly and efficient conduct of business, including an adherence to the Companys policies, the safeguarding of its assets, prevention and detention of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

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

The Directors have established proper systems to ensure compliance with the provisions of all applicable secretarial standards and confirm that such systems are adequate and operating effectively.

Declarations by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the act and the Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfils the conditions specified under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the management.

Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms a part of this report.

Corporate Social Responsibility (CSR) Committee

The details regarding the composition of the CSR committee are provided in the Corporate Governance Report, which forms an integral part of this report.

Nomination and Remuneration Committee

The information regarding the composition of the Nomination and Remuneration committee is included in the Corporate Governance Report, which forms an integral part of this report.

Stakeholders Relationship Committee

The details involving the composition of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms an integral part of this report.

Risk Management Committee

The data relating to the composition of the risk management committee are disclosed in the Corporate Governance Report, which forms an integral part of this report.

Auditor(s)

Statutory Auditor

Walker Chandiok & Co LLP (WCC) has been re-appointed as the statutory auditor of the Company pursuant to members approval obtained at the 20^th Annual General Meeting held on 31^st May 2024. The re-appointment is for a term of five consecutive years, to audit the financials of the company for the FY 2024-25 to 2028-29 (both inclusive). Accordingly, they shall hold office till the conclusion of the 25^th Annual General Meeting of the Company.

The Auditors Report for the FY ended on 31^st March 2025 on the financial statements of the company forms part of this Annual Report.

The Auditors Report does not contain any qualification or adverse remark or comment or a disclaimer in its report.

Details in Respect of Frauds Reported by the Auditors under Section 143(12):

As specified under the second proviso of Section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud on the Audit Committee during the year under review.

Cost Auditor

As per the provisions of Section 148 the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such records are made and maintained.

The Board had appointed M/s. Balwinder & Associates, as the Cost Auditors of the Company for the FY 2024-25.

Now that its tenure has expired, the Board has recommended to re-appointed M/s Balwinder & Associates as the Cost Auditors to audit the cost accounts of the Company for the FY 2025-26.

As required by the Act, the remuneration of the cost auditors must be ratified by the members. Accordingly, the resolution relating to the cost auditors is being placed before the members for their ratification.

Internal Auditor

As per the provisions of Section 138 read with Rule 13 of The Companies (Accounts) Rules, 2014, with regard to internal audit, M/s Vibhor Gupta & Associates were appointed as the Internal Auditor for the FY 2024-25. The audits are based on an internal audit plan, which is reviewed each year by the Management and the Audit Committee. The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations.

Secretarial Auditor

Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, mandate a secretarial audit for the prescribed class of companies.

In terms of Section 204 of the Act and Rules made thereunder, M/s. A.K. Nandwani & Associates, was appointed as secretarial auditor of the company for the FY 2024-25, and there tenure has expired. The Board has recommended to appoint M/s SPG & Associates, Company Secretaries (a peer reviewed firm) as secretarial auditor for next five years starting from FY 2025-26 till FY 2029-30 (both inclusive).

In terms of sub-section (3) of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Secretarial Audit Report in the Form MR-3 of the Company for the FY 2024-25 is annexed with the Boards report as Annexure-1.

The Secretarial Audit Report for the year contain two remarks which are mentioned here below and more specifically mentioned in the report:

S. No. Please specify unit	Managements Comment
1 Some of the employees (designated individuals as per Insider Trading Code of Conduct) sold their shares within 6 months, however, the fact was apprised to the Stock Exchanges.	This has happened due to unawareness of law by few employees during initial listing days of the Company. Though the same was intimated to the Audit Committee & the exchanges.
2 Due to cessation of Mr. Nand Lal Kalra, Independent Director effective from February 5, 2025, the composition of the Board of Directors no longer meets the requirements of the Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.	The Company is in process of shortlisting & finalization of a suitable candidate; and the position will be filled up soon.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit of four material unlisted subsidiaries of the Company, namely Pure and Cure Healthcare Private Limited, Malik Lifesciences Private Limited, Akumentis Healthcare Limited and Maxcure Nutravedics Limited was undertaken by Sangeeta Chaudhary & Associates, Company Secretaries. The Secretarial Audit Reports issued by the Auditor are annexed to this Report as Annexure- 1A, Annexure-1B, Annexure-1C, Annexure-1D respectively. The Secretarial Audit Reports for these material unlisted Indian Subsidiaries contain certain remarks, more specifically mentioned in the reports.

Management Auditors

The Company has appointed Ernst & Young LLP (E&Y), Deloitte and Protiviti India Member Private Limited as Management Auditors for 2024-25. These management auditors had conducted audits of certain processes and functions of the Company and its subsidiaries and have submitted its reports to the management for its perusal.

The Company has appointed Ernst & Young LLP (E&Y), Mahajan & Aibara and Protiviti India Member Private Limited as management auditors for 2025-26 as well. The management auditors will conduct audits of assigned processes and functions of the Company and its subsidiaries.

Implementation and Ratification of ESOP Scheme

The Company has observed from market experience that an equity-based compensation plan is an effective tool to motivate and reward the existing key talent based on the performance and criticality of the profile. For the Company, this will also help attract new talent and retain them for ensuring sustained corporate growth.

In view of this, Akums has implemented an Employee Stock Option Plan (ESOP) called Akums Employee Stock Option Scheme 2022 (ESOP Scheme 2022). This scheme will cover eligible employees of the Company and employees of its subsidiary companies. During the current year, in terms of regulation 12 of SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021, the Company has obtained shareholders ratification to implement the ESOP Scheme 2022 through ‘Akums Employee Benefits Trust.

Change in the Nature of Business (If Any)

The Company and its subsidiaries are engaged, inter alia, in the business of manufacturing, marketing, trading, importing, exporting, developing, testing and allied activities of pharmaceutical formulations of drugs, ayurvedic, herbals, toiletries, nutraceuticals, food and dietary supplements, derma and cosmetics, healthcare and hospital products, over-the-counter (OTC) products, active pharmaceutical ingredients, excipients and compounds.

During the period under review there has been no change in the nature of the business of the Company.

Companies Which Became/Ceased to Be Companys Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2025, the Company has 13 subsidiaries, including one step-down subsidiary and one limited liability partnership (LLP) and one foreign wholly owned subsidiary which was incorporated on 18^th March, 2025.

S. No. Name of Subsidiary	Nature of Business	% of Shareholding	Status WOS* / Subsidiary
1 Pure & Cure Healthcare Pvt. Ltd.	Manufacturing of Pharmaceutical Formulations	100%	WOS
2 Maxcure Nutravedics Ltd.	Manufacturing of Nutraceuticals & Cosmetics	100%	WOS
3 Malik Lifesciences Pvt. Ltd.	Manufacturing of Pharmaceutical Formulations	100%	WOS
4 Akums Healthcare Ltd.	Manufacturing of formulations	100%	WOS
5 Qualymed Pharma Pvt. Ltd.	Manufacturing of formulations	100%	WOS
6 Akumentis Healthcare Ltd.	Branded Marketing	91.50%	Subsidiary
7 Unosource Pharma Ltd.	Export Marketing	100%	WOS
8 Sarvagunaushdhi Pvt. Ltd.	Retail Sales	100%	WOS
9 Plenteous Pharmaceuticals Ltd.	Generic Branded Marketing	100%	WOS
10 Nicholas Healthcare Ltd.	Institutional Sales	100%	WOS
11 Upadhrish Reserchem LLP	Manufacturing of formulations	100%	WOS
12 Medibox Pharma Ltd.	Generic Branded Marketing	100%	WOS
13. Akums Healthcare UK Ltd	Trading or Marketing of Pharmaceutical Formulations.	100%	WOS

*WOS means Wholly Owned Subsidiary

During the period under review Amazing Research & Laboratories Ltd., May & Baker Pharmaceuticals Ltd. and Burroughs Welcome Pharmacia Pvt. Ltd. (Now Hygosap Pharma Private Limited) ceased to be subsidiaries of the Company with effect from 01^st April 2024.

Further, Akums Healthcare UK Ltd. was incorporated as a foreign wholly owned subsidiary of the Company on 18^th March, 2025.

The statement containing the salient features of the financial statements of the Companys subsidiaries is given in Form AOC-1, annexed as Annexure-2, which is a part of the report.

Particulars of Loans, Guarantees and Investments

The details of loans, guarantees and investments, as contemplated under Section 186 of the Companies Act, 2013, made by the Company and remaining outstanding as on 31.03.2025, are annexed with this report as Annexure - 3.

Particulars of Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 were at arms length and in the ordinary course of business.

Omnibus approvals of the Audit Committee and the Board wherever applicable were obtained for the transactions which are of a foreseeable and repetitive nature. In all other cases, the approval of Board or the Audit Committee is taken for entering into a related party transaction.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companys Policy on dealing with Related Party Transactions ("RPT Policy").

Though Section 188 is not applicable to the transactions, yet the details of related party transactions are provided under notes to financial statements and Form AOC-2 (as Annexure-4) are annexed with the Board Report.

All applicable related party transactions were presented before the Audit Committee/Board. The disclosure on related party transactions as per Ind AS-24 has been provided under Note No. 42 of the standalone financial statements and Note No. 42 of the consolidated financial statements.

Deposits Under Chapter V of the Companies Act, 2013

During the year under review, the Company has not accepted any deposit from the public within the meaning of Chapter V of Companies Act, 2013 and as such no amount on account of principal or interest on public deposit was outstanding as on the date of the balance sheet.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report providing the detailed overview of the Companys performance, industry trends, business and risks involved has been provided separately and forms part of this report.

Directors Appointment and Remuneration Policy

For the purpose of selection of any director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act.

The Company has a remuneration policy, which is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/, which provides the basis for fixation of remuneration of directors and key managerial personnel of the Company.

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

Conservation of Energy

Energy conservation measures taken are as under:

1. Optimum energy conservation steps are being taken to reduce per unit cost. Power load factor is being monitored continuously as an energy conservation measure. Maintenance of proper voltage supply, proper load distribution and replacement of traditional tube lights with LEDs lead to regular saving of energy. Installed variable speed-based controller on the air compressor for minimising the losses during unloading.

2. An ON/OFF-based controller was installed in the cooling tower and the switching-based controller was monitored in the cooling tower fans, for reducing the specific power consumption. No waste is generated in the company which can be converted into any source of energy.

3. No other alternative source of energy is feasible.

4. Adequate additional investment is being made on energy conservation.

The average performance in terms of production units is under control. However, electricity tariffs are beyond the control of the Company summarized as follows: -

Particulars	FY2024-25	FY ‘2023-24
Units of Electricity Purchased	398.44	377.63
(Lakh Kwh)
Total Amount of Electricity	3,021.51	2,925.24
Purchased (Lakh INR)
Rate of Electricity Per Unit (INR)	7.58	7.75
Units (Lakh Kwh) Own	7.08	5.43
Generation (DG. Set)
Consumption of Diesel Oil in DG	2.02	1.57
(Lakh Lts.)
Units generated Per Litre of	3.51	3.45
Diesel Oil
Total amount of Diesel consumed (Lakh INR)	167.6	125.43
Cost Per Unit (INR)	23.68	23.08

Technology absorption

Efforts are continuously being made for technology absorption. Currently the Company has implemented following technologies during this financial year:

1. CIMS (Customer Invoice Management System):

This system allows us to send digitally signed invoices to our customers.

2. EPMT (Export Product Management Tool): This tool streamlines the ENCQ process, enabling initiators to check the current status of their ENCQ.

3. DRF (Dossier Request Form): This form streamlines our dossier filing process and tracks the registration we are submitting to the Ministry of Healthcare.

4. CLM (Contract Life Management): Contract Lifecycle Management (CLM) is a centralized tool designed to manage all contracts executed by the Company for its business operations. It streamlines the entire contract process, from initiation to execution, and offering several key benefits, such as; Real-Time Tracking, Renewal Notifications, Centralized Contract Data and Document Storage & Compliance Checks. Therefore, CLM enhances efficiency, transparency, and control over a Companys contract management process.

Upcoming Projects:

5. LMS (Litigation Management System): This system will allow users to enter litigation data digitally and track it on a single page.

6. Akums Business Ethics Helpline (CoVigilance Portal): This portal will enhance our ability to monitor and report on adverse events and ensure compliance with regulatory requirements.

The Company has its own research and development centres that are approved by the Department of Scientific and Industrial Research (DSIR), Government of India. These centres play a pivotal role in driving innovation, developing new formulations, and enhancing product quality, thereby strengthening the Companys edge in pharmaceuticals industry.

During the FY 2024-25, expenditure on research and development was J 286.92 million, as against J 292.55 million during the previous year.

Foreign Exchange Earnings and Outgo:

During the financial year 2024-25, trade receivables and trade and other payables in foreign currencies amounted to J 33.29 million and J 44.49 million, respectively.

Risk Management Policy

The Company has constituted a Risk Management Committee and has an adequate risk management process to identify and notify the Board of Directors about the risk or opportunities that could have an adverse impact on its operations or could be exploited to maximise the gains. The process and procedures are in place to act in a time-bound manner, to manage the risks or opportunities. The risk management process is reviewed and evaluated by the committee and the Board of Directors. Meeting of the Risk Management Committee was held on 09^thNovember, 2024.

Akums has also adopted a Risk Management Policy. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory auditors.

Environment and Social Responsibility Policy

Akums is committed to minimizing the adverse environmental and social impacts of its business activities. The organization pledges to:

Identify and manage environmental and social risks related to its operations.

Comply with all applicable environmental laws and regulations.

Align with the International Finance Corporation (IFC) Performance Standards.

Set and pursue targets to avoid, reduce, or mitigate negative impacts.

Integrate environmental considerations into all levels of planning and decision-making.

Use eco-friendly, energy-efficient, and sustainable technologies.

Promote sustainable development through the conservation of resources using the 4R approach (recovery, recycling, reuse, reduction).

Regularly review performance and allocate resources for policy implementation.

Foster continual improvement through employee and stakeholder involvement.

Maintain open communication and transparent reporting of policy adherence.

Provide training to encourage environmental and social responsibility.

Ensure any policy violations are reported up to senior leadership.

Implement the policy under leadership guidance, embedding sustainability into operations.

Corporate Social Responsibility (CSR)

In compliance with the requirements of section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) committee. The details of membership of the committee and the meeting held are given in details in the Corporate Governance Report, which forms a part of this report.

In line with the provisions of the Companies Act, 2013, the Company has framed its CSR Policy and CSR Annual Action Plan and the same has been approved by the CSR committee and the Board of Directors. The CSR Policy of the Company provides the roadmap for its CSR activities. The CSR policy is available on the website of the Company at https://www.akums.in/investors/ corporate-governance-policies/.

The Company believes, considers and promotes the fact that with a dynamic CSR culture, society will benefit; and when society benefits, corporations also benefit.

It is reflected in the Companys culture that the responsibilities of the entrepreneur are not confined to the four walls of its business or its customers. The Company also has a commitment and social responsibilities towards the community. The Company has complied with the provisions of law in its true spirit.

In terms of section 135(5), the Company was required to spend at least 2% of its average net profits as calculated in accordance of section 198 of the Companies Act, 2013, made during three immediately preceding financial years, i.e. it was required to make such spending during FY 2024-25 related to the financial years 2021-22, 2022-23 and 2023-24.

Net profits as per the provisions of Section 198 during the immediately preceding three financial years had been as under:

Financial Year	INR – Million
2021-22	(3349.73)
2022-23	1503.17
2023-24	(1029.35)

Average profits of the financial years 2021-22, 2022-23 and 2023-24 had been INR (958.64 million), which was negative. Therefore, the Company was not required to spend any amount during the financial year 2024-25.

However, during the FY 2024-25 the Company has spent an amount of INR 41.00 lakh on CSR activities. Such spent amount will be carried forward and will be set off from the CSR obligation of FY 2025-26.

The CSR activities undertaken during the year by the Company have been mentioned in the CSR report annexed as Annexure-5.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Boards Report pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-6 to this report.

The Annual Report is being sent to the Shareholders of the Company excluding information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining a copy of such statement may write to the Company Secretary of the Company at cs@akums.net.

Pursuant to Section 197(14) of the Act, the Managing Director and Whole-timeDirectoroftheCompanydonotreceiveanyremuneration or commission from any of the subsidiaries of the Company.

Evaluation of Board Performance

In accordance with the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V, the Company has carried out annual evaluation of the performance of the Board of Directors, its Committees, and individual Directors. These provisions are applicable to the Company as it has a paid-up share capital exceeding INR 25.00 crore.

The Company has implemented a structured procedure for evaluating the performance of the Board, its Committees, and individual Directors. During the year under review, the annual performance evaluation was conducted in accordance with the evaluation framework and criteria approved by the Nomination and Remuneration Committee. The framework is aligned with the SEBI Guidance Note on Board Evaluation.

The Board reviewed and discussed the outcome of the performance evaluation and expressed satisfaction with the overall functioning and effectiveness of the Board, its Committees, and the individual Directors, including the Managing Directors.

Furthermore, the Board also evaluated the fulfilment of the independence criteria by the Independent Directors and confirmed that all Independent Directors continue to meet the requirements of independence as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and remain independent of the management.

Opinion of the Board about Independent Directors

Akums has appointed the following persons as independent directors:

Mr. Kewal Handa,

Ms. Matangi Gowrishankar Mr. Satwinder Singh and

Mr. N.L Kalra (ceased w.e.f. 05.02.2025)

As per the opinion of the board all the independent directors are of integrity and have rich experience of their domain. The Board is of the view that under their able guidance and suggestions, the Company will achieve new milestones of success in the coming years.

Material Courts Orders

During the year, no material order was passed by any regulators, tribunals or courts which impacts the going concern and the Companys operations in future.

Internal Control Systems and Their Adequacy

The Company has an adequate system of internal controls to safeguard and protect itself from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following all the applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The management of the Company checks and verifies the internal control and monitors them in accordance with policies adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Maintenance of Cost Records

In terms of provisions of Section 148 (1) of the Companies Act, 2013 and rules made thereunder, the Company is required to maintain cost records. The Company has maintained such accounts and records in a proper manner. The same was also made available to the Cost Auditors of the Company for their audit. M/s. Balwinder & Associates, cost accountants, were engaged to carry out an audit of cost records of the Company during FY 2024-25.

Vigil Mechanism Policy

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a policy on vigil mechanism for the directors and key managerial personnel and the employees, to report its genuine concerns relating to actual or suspected fraud, unethical behaviour, violation of the Companys code of conduct or any other event which would adversely affect its business interests.

Human Resources

Akums takes immense pride in the commitment, competence and dedication demonstrated by its employees in all areas of business. The Company is deeply committed to nurturing, enhancing and retaining talent through superior learning and organisational development.

The Company believes that people are its biggest assets. Hence, it invests in productive training programs for the employees. The Company encourages individuals to explore opportunities aligned with natural talent and provides an environment that nurtures growth.

The Company embeds a sense of inclusion and equality in its people. This means fostering a conducive work environment that enhances professional and personal growth. A strong culture of mutual trust, oneness, learning, care and concern is a key inspiration to meet tomorrows challenges.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has in place an anti-sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Two separate Internal Complaints Committee (ICC) have been set up at Delhi & Haridwar locations to redress complaints received regarding sexual harassment. All employees are covered under this policy.

A mechanism has been established to report such matters to the ICCs. During the period under review, on group level, 12 complaints were received in this regard, on which proper action has been taken i.e. nine Termination, one Counselling, one Conciliation and one Nullified. All such complaints were dealt with care and closed properly.

Consolidated Accounts

The consolidated financial statements for the year ended on March 31^st, 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015.

Credit Rating

The Company has a rating agreement with ICRA Limited. ICRA is required to review the rating on an annual basis and as an when the circumstances warrant such a review. During the month of October 2024, credit ratings were assessed and the rating committee of ICRA has provided the following ratings to the Company:

S. No. Particulars	Rating Action
1 Long term-fund based working capital facilities	[ICRA]AA(Stable); Upgraded from [ICRA]AA-(Stable)
2 Unallocated limits	[ICRA]AA (Stable)/ [ICRA]A1+; LT rating upgraded from [ICRA]AA- (Stable) & ST rating reaffirmed
3 Short term-non fund based working capital limits	[ICRA]A1+; Reaffirmed
4 Long term / short term-fund based/non fund-based limits	[ICRA]AA (Stable)/ [ICRA]A1+; LT rating upgraded from [ICRA]AA- (Stable) & ST rating reaffirmed

Secretarial Standards

During the year under review, the Company has complied with all applicable secretarial standards issued by the Institute of Companies Secretaries of India (ICSI).

Other Reports Forming Part of Boards Report

The following reports forming part of the Boards Report are enclosed:

Management Discussion and Analysis (MDA) Report

Secretarial Audit Report of Akums & its Material Subsidiaries

Corporate Social Responsibility (CSR) Report

Corporate Governance Report

Business Responsibility and Sustainability Report (BRSR)

Acknowledgements

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, customers, suppliers, alliance partners, bankers and all other stakeholders for the continued support given by them to the Company and for the confidence they have reposed in the management.