Astrazeneca Pharma India Ltd Directors Report

<dhhead>Board’s Report</dhhead>

Your Directors are pleased to present the 46th Annual Report together with the Audited Financial Statements of the Company

for the financial year ended March 31, 2025.

FINANCIAL RESULTS

( in million)

Rs.In Million

Particulars Sales and Other Income	2024-25	2023-24
	17,569	13,303
Profit/(Loss) Before Tax	1,564	2,195
Provision for Taxation
- Income Tax	605	589
- Adjustment for Deferred Tax	(199)	(9)
Total Tax	406	580
Profit/(Loss) after Taxation	1,157	1,615
Other comprehensive income/ (loss) for the year	(12)	10
Total comprehensive income for the year	1,146	1,625
Surplus brought forward from the previous year	5,781	4,556
Impact of Ind AS 116	-	-
Total amount available for appropriation	6,927	6,181
Appropriation made by Directors
Transfer to General Reserve	-	-
Appropriation recommended by Directors
Dividend	(600)	(400)
Tax on proposed Dividend	-	-
Surplus carried over	6,327	5,781

Distribution of Total Revenue (%)

 

Materials Manpower Expenses Depreciation Financial Cost Exceptional Items

Net Profit/Loss after tax

Dividend

The Board is pleased to recommend dividend of 32/- 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 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.

Net worth Sales Performance*

( in million) ( in million)

2,179

50 50 50 50 50 50 50 50 50 50

* including Exports

Business

The Company registered product sales of 16,084 million versus last year sales of 12,056 million delivering growth of 33%. Also, the Company achieved a total comprehensive income of 1,146 million during the financial year 2024-25.

In line with its global strategy, the Company’s emphasis on growth through innovation has proven successful, as evidenced by pioneering molecules such as Osimertinib

(Tagrisso), Trastuzumab-Deruxtecan (Enhertu), Durvalumab (Imfinzi), Benralizumab (Fasenra), Ticagrelor (Brilinta), and Selumetinib (Koselugo).

Oncology Business Unit

In the financial year 2024-25, the Oncology Business, continued to significantly advance our mission to push the boundaries of science, to change the practice of medicine and transform the lives of patients living with cancer.

We are leading a revolution to transform cancer care. Our ambition is to eliminate cancer as a cause of death. We seek to transform outcomes for people living with cancer through innovative edicines, powerful combinations and a world- class, purpose-driven team. Our commercial strategy is to transform patient outcomes centres on three key areas:

• Medicines that matter: building transformative brands that raise the standard of care for patients.
• Leveraging scale: strengthening leadership and expertise in key tumour types (lung, genitourinary/ gynaecological, breast and gastrointestinal).
• Transforming patient care: closing the care gaps to deliver optimal care for every patient, improving access and building more resilient healthcare systems through partnerships.

We continued to deliver strong performance across our priority tumour areas of Lung, Breast, Gastrointestinal, Genitourinary and Gynaecological cancers, with the overall oncology business achieving growth of 49% during financial year 2024-25. Our therapy area growth and leadership are underpinned by accelerating emerging and differentiated science in collaboration with key External Experts and Medical societies to Oncology fraternity as well as shaping diagnostic landscape.

Lung Cancer

Scientific advances in early detection and precision medicine are strengthening the potential to offer meaningful patient outcomes and long-term survival in lung cancer.

We have a comprehensive portfolio, along with a promising pipeline of potential new medicines and combinations across diverse mechanisms of action.

Tagrisso continues to be a standard of care for appropriate and indicated lung cancer patients in both advanced and early-stage resectable settings, who harbor an EGFR mutation. Tagrisso is one of the top five oncology brands in India as per IPSOS MAT December 2024 and continues to be the largest oncology brand by sales for the Company.

Imfinzi, another top five oncology brands in India as per IPSOS MAT December 2024 data, has key indications in Lung Cancer across both Non-Small Cell and Small Cell Lung Cancer and has demonstrated robust growth across lung cancer indications in 2024-2025. This year,

the Company launched two new indications, AEGEAN, for appropriate and indicated patients with early stage

resectable Non-Small Cell Lung Cancer and ADRIATIC, for appropriate and indicated patients with limited Stage Small Cell Lung Cancer.

Our commitment to advance patient outcomes in Lung Cancer extends beyond our medicines and during the year we were excited to continue and expand on initiatives to increase early diagnosis of lung cancer in collaboration with our partners across states such as Goa and Karnataka.

Breast Cancer

We are aiming to redefine clinical practice and transform outcomes across all subtypes and stages of breast cancer. Our portfolio of approved and promising medicines in development, leverage different mechanisms of action

to address the biologically diverse breast cancer tumour environment.

A key catalyst for our growth in breast cancer was the launch of Transtuzumab Deruxtecan (Enhertu) for HER- 2 positive metastatic breast cancer in January 2024.

Enhertu continued to see strong adoption in indicated patient segments and has become a Top Ten oncology brand in India within the first year of launch, as per IPSOS MAT December 2024 data. This year saw the expansion of indicated patients for Enhertu with the launch of a new

indication for appropriate patients with HER2-low metastatic breast cancer, based on the DB-04 trial. The Company continues to partner with stakeholders across the healthcare ecosystem to improve reporting of HER2 status for patients with Breast Cancer.

Gastrointestinal Cancer

We have a broad and robust portfolio and development programme for the treatment of gastrointestinal (GI) cancers in many stages and disease types across multiple approved and potential new medicines. Imfinzi in GI cancers was a major growth driver in 2024-25, based on approvals in BTC (TOPAZ-1) and uHCC (HIMALAYA) indications.

Given the high prevalence of Gastrointestinal (GI) cancers in India, AstraZeneca is committed to bringing innovative

treatment solutions to support patients with GI cancers. The last financial year saw the continued adoption of TOPAZ 1 indication with Imfinzi (Durvalumab) as a standard of care for indicated patients with advanced Biliary Tract Cancer (BTC). A key highlight of our efforts in GI cancers was the launch of Imjudo (Tremelimumab), in combination with Imfinzi, the HIMALAYA indication for appropriate patients with unresectable Hepatocellular Carcinoma (uHCC). The Company is seeing strong early adoption of the HIMALAYA indication in the first few months post-launch.

Enhertu continues to be another key part of our GI portfolio and continues to see increased adoption for appropriate and indicated patients with HER2 positive metastatic gastric cancer.

Genitourinary/Gynaecological Cancers: In genitourinary and gynaecological cancers, the Company aims to transform treatment paradigms through the delivery of innovative treatments that will redefine patient outcomes.

The Company expects to build on our current portfolio of Lynparza and Zoladex with additional indications encompassing Imfinzi and additional new products. In

March 2024, with the loss of patent exclusivity in India for Lynparza, we saw the launch of several generic versions of Olaparib and consequently expected erosion in the market share for Lynparza.

Overall, the Company is excited at the progress achieved by

our oncology business in the financial year 2024-25.

Biopharmaceutical Business Unit

In the financial year 2024-25, BioPharmaceutical division remained steadfast in advancing our mission of life altering solutions to patients. The Company continued its strategy around Access and Specialists, further enhancing with new launches in Biopharmaceutical division. Despite facing competition from generic brands, overall Biopharmaceutical Business demonstrated robust performance, achieving a noteworthy growth of 8% during the financial year.

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 financial year growth of 12% despite LOE by parent company and 35+ generic brands (IQVIA Sales audit MAT December 2024). The Company’s continued focus on the awareness of use of potent anti-platelet drugs in ACS including science behind the product and its Cath Lab

coverage led us to this achievement despite the presence of several generics in the market.

Fasenra the first Biologic from AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 1091 patients. It is regarded as the most effective, convenient, and safe therapy for SEA by the pulmonologists and patients. Fasenra continues to consolidate #1 Biologic brand position with 46% value market share (Source: RS Associates, Sales audit 2024) growing at 79%.

The Company received Palivizumab (Synagis) import and market permission, and the product was launched in October 2024. It is indicated for the prevention of serious lower respiratory tract disease requiring hospitalisation caused by respiratory syncytial virus (RSV) in children at high risk for RSV disease. India’s largest association of paediatricians continues to drive nationwide awareness around RSV.

 

This initiative is focused on educating healthcare professionals about the serious risks RSV poses to premature infants and emphasised the importance of timely prophylactic intervention to prevent morbidity and mortality associated with this disease.

The Company and the National Neonatology Forum (NNF) also initiated a strategic collaboration to enhance awareness, prevention, and management of RSV among neonates in India. NNF later took upon themselves

to generate a recommendation on the use of the first prophylactic measure for the high-risk children and published guidance document on Palivizumab in these children which was put forward on their website.

Since launch, this collective effort has had a meaningful impact, with the potential to protect over 500 neonates across the country— marking a significant step towards reducing RSV-related morbidity in vulnerable newborns.

The Company was awarded with OPPI medical excellence award 2024 for its transformative work on Synagis.

In January 2025, the Company launched its first chronic obstructive pulmonary disease (COPD) therapy - Breztri Aerosphere, a fixed-dose combination inhaler designed for the maintenance treatment of COPD. Breztri leverages AstraZeneca’s proprietary Aerosphere™ delivery technology, a cutting-edge pMDI device that achieves approximately 50% lung deposition, significantly enhancing drug delivery efficiency compared to conventional inhalers. This optimised deposition leads to improved clinical outcomes, including a reduction in overall mortality, particularly cardiovascular mortality and a decrease in exacerbation rates.

Since its launch, Breztri has gained rapid clinical acceptance across India, with over 1,500 patients initiated on therapy within the first quarter alone. The inhaler’s ease of use, robust efficacy, and once-daily convenience have resonated well with both physicians and patients.

Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose Cotransporter Inhibitors), faced strong headwinds from 350+ generic brands (IQVIA Sales audit MAT Dec 2024) of Dapagliflozin and its combinations.

Forxiga 5/10mg in private segment showcased 13% growth, while the Company continues to focus on high science of Forxiga 5/10 mg in indications of Heart Failure and Chronic Kidney Disease (CKD) which are helping SGLT2 inhibitors to be used early for these indications irrespective of the presence of type 2 diabetes.

Post entering into the distribution agreement with Mankind Pharma Limited for Symbicort, the brand grew by 48% with wider reach and higher share of voice helping patients for better Asthma control.

Rare Disease Business Unit:

In the financial year 2024-25, the Company solidified its commitment to rare diseases and expanded the label of Koselugo (Selumetinib), continuing its position as the first and only approved therapy for the treatment of pediatric patients with neurofibromatosis type 1 (NF1) with inoperable plexiform neurofibromas (PN).

Preparedness for the launch of Soliris (Eculizumab) in India, aiming at indications of atypical Hemolytic Uremic Syndrome (aHUS) and Paroxysmal Nocturnal

Hemoglobinuria (PNH), demonstrates our dedication to addressing significant unmet needs in these spaces. We embarked on a robust programme for scientific dissemination on differential diagnosis of Thrombotic

Microangiopathy (TMA), enabling timely aHUS diagnosis through 825+ medical interactions, over 15 awareness programmes at regional and national conferences, and more than seven scientific events led by globally acknowledged opinion leaders in the aHUS and PNH domain.

The Company’s efforts to build a formal community with organisations like aHUS India Foundation and PNH India Alliance have been profound. Continuing its commitment, the Company has advanced its pursuits to advocate for the increase in Centers of Excellence (COEs) across the country, collaborating with Industry Associations to ensure patients gain seamless access to conditions notified under the National Policy for Rare Diseases (NPRD).

The Company heightened its advocacy efforts by participating in a roundtable meeting on Rare Disease with the Sweden embassy and the Government of India, focusing on NPRD expansion and centralised procurement. The Company’s participation in ‘Race for 7’ in collaboration with ORDI and ‘Walk for Rare’ underscored its partnership with the Rare Disease India Foundation and JK Lone hospital, Government of Rajasthan, raising awareness and support for rare disease patients. Moreover, a panel discussion led by the state nodal officer emphasised improving access to new therapies for aHUS and NF1, reflecting the importance of collaboration, education, and proactive action in enhancing the lives of individuals with rare diseases.

The Company is dedicated to making a positive impact on the lives of rare disease patients in India. Its endeavours are continued to strengthen efforts for NF1 policy inclusion, address the aHUS and PNH unmet needs through the launch of Soliris.

Therapeutic Area-wise Sales contribution (%)

32 mn, 0.7%

4,881 mn, 30.3%

safety, and the importance of vehicle maintenance was emphasised through annual vehicle checks carried out for two wheelers in the field. Emergency evacuations carried out regularly at the Company’s Head Office demonstrated a commitment to create a safe and supportive work environment for all employees. Annual health check-up

April 24 -

March 25

was rolled out for employees in field and head office of the

Company.

Oncology

Rare Disease

Manufacturing

Biopharmaceticals

Human Resources and Employee Relations

Building on our commitment to being a Great Place to Work, the Company continues to develop capabilities for the future through targeted and inclusive development programmes, from early talent to enterprise leaders. The digital learning portal supports a continuous learning mindset, underpinning a high-performing and innovative organisation. Our development programmes help us to unlock potential,

drive innovation and foster an inclusive culture — building the capabilities of diverse future leaders in support of our

The Company’s exceptional safety and quality performance has continued by maintaining high standards, with zero Lost Time Injuries and no critical observations in both its internal and external quality audits.

Following the Company’s announcement regarding closure of its manufacturing site, it has been in the process of transitioning its products to an alternative supply site ensuring the patients continue to receive an uninterrupted supply of its products. The site has ensured that the supply is maintained for meeting patient’s demand.

Additionally, the commitment to sustainability was upheld and remained focused on sustainability initiatives throughout this transition.

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.

people strategy.

During the year, the Company invested in talent development programmes to accelerate the talent pipeline for country leadership roles, with continued investment

in education, exposure, and experience through global, regional, and local programmes, job rotations and stretch assignments.

At AstraZeneca, we place Inclusion before Diversity. That is because we first focus on creating a culture of inclusion and belonging, which enables us to attract and retain a rich and diverse workforce. Our global commitment to inclusion and diversity is woven into what we do and is reflected in our values and the behaviours that underpin them. Our employees represent a diverse range of backgrounds,

and we recognise that everyone plays a role in inclusion and diversity. The Company’s commitment to Inclusion and Diversity is enabling it to future-proof its business by ensuring we continue to attract and retain top talent from various backgrounds and with different experiences.

The Company’s performance development approach reflects the innovative, high-performing Company it is. Performance development is part of the Company’s commitment to its people and plays an important role in creating a culture of growth, a culture that enables each of the Company’s employee to maximise their potential and continue to develop in order to collectively meet the Company’s Bold Ambition. The Company’s values are central to employee reward and performance, and are the basis for CatAlyZe global recognition platform.

Number of Employees

The total number of employees of the Company as on March 31, 2025 was 802 as against 940 as on March 31, 2024.

Legal Matters

In the last year’s Board’s Report, members were interalia 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. The Arbitration proceedings initiated by NHAI was heard and reserved for passing award. As regard to Arbitration on the 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 Hon’ble High Court of Karnataka challenging the 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 Hon’ble

High Court of Karnataka. Thereafter matter was heard and reserved for judgement, however the court had posted

the matter back for further hearing. The matter came up for further hearing multiple times and on April 4, 2024, the matter was removed from part heard category and posted

the matter for fresh hearing. On January 10, 2025 the matter

was taken up for final hearing and the Hon’ble High Court of Karnataka, without going into the merits of the matter and on the ground that the impugned circular challenged in the writ petition is already considered by the coordinate bench of the Hon’ble High Court, dismissed the Writ

Petition. Aggrieved by the order dated January 10, 2025, the Company has filed Writ Appeal before the Division Bench of the Hon’ble High Court of Karnataka.

In the last year’s Board’s 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 NPPA’s demand notice, and the same

is currently pending for final 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 2024-25.

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):

• that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

• that they had 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 for the year ended March 31, 2025 and of the profit and loss of the Company on that date.

• 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.

• that they had prepared the annual financial statements

on a going concern basis.

• 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.

• 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 one complaint received by the Internal Complaints Committee. The Internal Complaints Committee disposed off two complaints during the year and none are pending at the end of the year.

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, 11 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 Chairperson, 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 11, 2025. All 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 the appointment and remuneration

of Directors, Key Managerial Personnel and Senior Executives of the Company, which inter alia govern 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 behavior, actual or suspected fraud or violation of the Company’s 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/2024/ Whistle-Blowing-Policy.pdf

Dividend Distribution Policy

Pursuant to the requirements of Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy of the Company is available at https://www.astrazeneca. in/content/dam/az-in/pdf/2024/mar/Dividend-Distribution- Policy.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 as 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 – I, which forms part of this Report.

Related Party Transactions

There are no materially significant related party transactions made by the Company with the 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 which were within the limits approved by the members of the Company.

Further, the members of the Company have also

approved the materially significant related party transactions to be entered into by the Company with AstraZeneca UK Limited and AstraZeneca AB, Sweden for the period from April 1, 2025 to March 31, 2026.

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/2025/investor_relations_section_DU/Policy%20on%20 Related%20Party%20Transactions.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 – II, 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 Company is focused on accelerating the delivery of life- changing medicines that create enduring value for people, society and the planet.

The Company aims to drive positive change beyond the impact of its medicines by embedding sustainability into everything we do – from the lab to the patient.

As a responsible, ethical global Company, we are tackling the biggest sustainability challenges of our time, including the climate crisis, biodiversity loss, health equity and health

system resilience. These are interconnected and require collaboration within and beyond the health sector.

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’s inter-connected pronged sustainability priorities include:

• Access to healthcare: To address health equity and achieve affordable, sustainable and innovative care for all, the Company is increasing access to medicines and strengthening health systems through sustainable initiatives, industry and community partnerships.
• Environment protection: Through collaboration, engaging with suppliers, and managing the environmental impact and emissions of the Company’s operations, it is tackling the climate crisis by decarbonising its value chain and accelerating the delivery of net-zero healthcare. The Company is also promoting biodiversity and building ecological and community resilience.
• Ethics and transparency: The Company is creating positive impact on society and behaving with transparency across its value chain, promoting ethical, inclusive and diverse policies and initiatives, including with its partners and suppliers.

From increasing access to healthcare through digital innovation, to reducing greenhouse gas emissions, and ensuring ethical, transparent and inclusive behaviours, the Company is making a difference by contributing to a more sustainable future.

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

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

Annual Return

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 https://www.astrazeneca.in/annual-return.html.

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 - IV, 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 – V, 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 - VI, which forms part of this Report.

Corporate Governance

A detailed report on corporate governance as required under the Listing Regulations is annexed as Annexure VII, which will form a 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, or provided any Guarantees 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 up to five 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, Ms. Shilpa Divekar Nirula, Ms. Revathy Ashok and Ms. Monica Widhani, 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

The following Directorship changes occurred in the Board during the year:

Retirement/ Resignation from the Board:

• Mr. Ankush Nandra (Non-executive Director) resigned with effect from May 27, 2024 due to change in his roles and responsibilities within AstraZeneca Group.
• Mr. Narayan K. Seshadri retired from the office of Chairman and Independent Director with effect from September 29, 2024.

Appointments to the Board:

• Ms. Monica Widhani was appointed as Additional Director (Non-Executive) of the Company by the Board of Directors, with effect from September 25, 2024. In the opinion of the Board, Ms. Monica Widhani possess requisite integrity, expertise, experience and proficiency.
• Mr. Jesus Javier Diaz-Ropero Esteso was appointed as Additional Director (Non-Executive) of the Company by the Board of Directors, with effect from November 13, 2024.

Further, Ms. Monica Widhani and Mr. Jesus Javier Diaz- Ropero Esteso were appointed as Directors of the Company with effect from December 22, 2024 by the members of the Company through the Postal Ballot process.

Pursuant to Section 152 of the Companies Act, 2013,

Ms. Hooi Bien Chuah, Non-Executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A resolution on this behalf is set out at Item No. 3 of the Notice of the Annual General Meeting.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial Standards 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 46th 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, Dr. Sanjeev Kumar Panchal, Managing Director, Ms. Bhavana Agrawal, Chief Financial Officer & Director and Ms. Manasa. R, Company Secretary, are the Key Managerial Personnel of the Company.

Auditors

Statutory Auditors:

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 47th Annual General Meeting.

Secretarial Auditors:

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., Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

The comments made by the Secretarial Auditor are self explanatory. The Secretarial Audit Report in Form MR-3 is annexed as Annexure – VIII, 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.

Pursuant to Regulation 24A of the SEBI Listing Regulations, basis the recommendation of the Board of Directors of the

Company, a proposal for approval by the members of the Company for the appointment of M/s. Makarand M. Joshi & Co. as the secretarial auditor for a period of five consecutive years from the financial year 2025-26 is included in the Notice of the 46th Annual General Meeting.

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 2025-26, on a remuneration as mentioned in the Notice convening the 46th 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 financial year 2023-24 was filed

with the Ministry of Corporate Affairs on September 4, 2024.

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 Company’s operations during the year.

Your Directors would also like to thank the Central and the State Governments, other Statutory and Regulatory

Authorities, the Company’s Bankers, the Medical Profession and Trade, Vendors & Business Associates and the Members for their continued valuable support to the Company’s operations.

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