<dhhead>Board's Report </dhhead>

Dear Members,

Your Directors are pleased to present the 38^th Annual Report of your Company together with the audited accounts for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS Consolidated and Standalone Financials

DIVIDEND

Considering the Buyback of shares for an aggregate value of '7,500 million during the year, the Company has not declared and paid any dividend during the financial year 2024-25. In the previous financial year 2023-24, the Company had declared and paid interim dividends of 450% i.e., '4.50 per equity share of '1.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy.The Board has approved and adopted the Dividend Distribution Policy and the same is available on your Company's website: https://www.aurobindo.com/api/uploads/disclosure under regulation/Dividend-Distribution-Policy.pdf

PERFORMANCE REVIEW

Your Company is one of the leading generic pharma companies globally. Your Company is also the largest supplier in the USA by prescription volume as per IQVIA data for the year ending March 31, 2025.

On a standalone basis, your Company's revenue increased by 2.7% to '109,333 million in FY25, as against '106,456 million in the corresponding previous period. The Formulations business increased by 5.8% to '102,993 million. The API business witnessed a decline of 30.6% to '6,340 million primarily driven by transfer of API business to Apitoria in H2FY24. Profit Before Depreciation, Interest,

Tax and Exceptional Items for FY25 increased by 1.6% to '28,857 million, compared to '28,401 million in FY24. Profit BeforeTax for the year declined by 1.9%%Y-o-Y to '23,584 million. Your Company's Net Profit After Tax (before Other Comprehensive Income) decreased by 10.8% to '17,415 million as against '19,524 million in FY24.

On a consolidated basis, the revenue increased by 9.4% to '317,237 million.The formulations business (excluding Puerto Rico) increased by 12.2% to '273,882 million from '244,191 million in the corresponding previous period. The Active Pharmaceutical Ingredients (APIs) business posted a growth of 1.9% to '43,229 million vs. '42,405 million in FY24. Profit Before Depreciation, Interest, Tax and Exceptional Items stood at '71,730 million, witnessing a 12.4% increaseY-o-Y. Profit BeforeTax for the year stood at '50,663 million, compared to '45,719 million in the previous year. Your Company reported a Net Profit After Tax (before Other Comprehensive Income) of '34,836 million in FY25, vs. '31,690 million in FY24. The Diluted Earnings Per Share (reported) stood at '59.81 in FY25, compared to '54.16 in FY24.

The US is the largest market for your Company and accounted for 46.7% of the total revenue. US revenue increased by 6.8% to '148,156 million. Your Company launched 33 products in FY25. Your Company's market share by prescription volume (IQVIA TRX) in the US, for the quarter ending March 2025 stands at 10.6%, positioning your Company as the largest generic pharmaceutical player.

Your Company continues to strengthen its pipeline for the global markets including the US market. As on March 31, 2025, your Company filed 861 Abbreviated New Drug Applications (ANDAs) on a cumulative basis. Of the total count, 690 have received final approvals and 29 received tentative approvals and 142 ANDAs are currently under review.

Your Company's revenue in its Europe formulations business was '83,559 million in FY25 compared to '71,633 million in FY24.

Your Company now operates in ten countries in EU/UK and is present across multiple channels including pharmacy, hospital and tender business.

The ARV formulations business stood at '10,367 million in FY25, increased by 19.4% compared to '8,681 million in FY24.

Growth Markets segment, including Brazil, Canada, Columbia and South Africa and others, grew by 26.3% Y-o-Y to '31,800 million.

OUTLOOK

FY25 saw growth across the businesses mainly driven by volume gains and new product launches. The business grew despite the challenging geo-political environment leading to soaring inflation and supply chain disruptions. Your Company's efforts in building a resilient supply chain through its backward integration efforts, expanding manufacturing footprint through commercialization of new plants, diversifying product portfolio and improving operational efficiency helped it to navigate the challenges and deliver continued strong performance.

Your Company made significant progress in advancing the biosimilar programs during the year with two biosimilars receiving approval from the European Medicines Agency (EMA), one biosimilar receiving approval from the Medicines and Healthcare Products Regulatory Agency (MHRA) in the UK. Further The Committee for Medicinal Products for Human Use (CHMP) at the EMA has adopted a positive opinion for our trastuzumab biosimilar, with marketing approval anticipated in mid-2025. Through continued focus on R&D, the Company has advanced the complex product portfolio and further enhanced the capacity for commercialisation.

Your Company maintains its strong position in the key geographies of the US and Europe and is poised to grow through new launches and increasing access. In the US, your Company has filed 861 ANDAs till March 31,2025, with estimated total market potential of US$ 188 billion as per IQVIA data. Out of the total ANDAs filed, 690 have received final approval, while 171 ANDAs are in different stages of the review process. During the year, your Company filed 31 ANDAs with the US FDA, including 6 ANDAs for specialty products, and received final approvals for 31 products including 3 for specialty products.

For the Europe market, your Company now has operations in ten countries with full-fledged pharmacy, hospital and tender sales infrastructure. It now ranks amongst the top 10 generic pharmaceutical companies in 8 countries of Europe. Your Company aims to expand its market share and grow through new launches.

Your Company preserved its ARV market dominance this year by leveraging the multi-year supply contracts with Global Fund, PEPFAR and South Africa businesses. Despite price erosion, efficient capacity utilisation and award of New/Supplementary contracts have been a key factor in maintaining a leading position in the Dolutegravir-based regimen which is the standard therapy for HIV

Your Company continues to focus on the Growth Markets expansion with new launches, market share expansion and foray into the new geographies. During the year, your Company has commercialized the manufacturing facility in Taizhou, China with an initial capacity of around 2 billion units. Moreover, in China, the Company has received 15 approvals till March 31, 2025, which will be manufactured in units in India. In Canada, your Company has 214 approved products while 55 products are awaiting final approval as at the end of FY25.

RESEARCH AND DEVELOPMENT (R&D)

Your Company remains committed to providing affordable, high-quality medicines to positively impact patients worldwide.

Aurobindo Pharma's overall R&D set-up includes 9 centres (5 in Hyderabad, 4 in US) and a dedicated team of more than 1,500 world class scientific experts who continue to drive a relentless pursuit of excellence.

The state-of-the-art laboratories, advanced equipment, and modern technologies provide a conducive environment for conducting experiments, analysis, and formulation development.

The Company's R&D expenditure stood at '1,622 crore (5.1% of revenue) in FY25 and at '1,471 crore (5.1% of revenue) in FY24.

Your Company's R&D efforts are aimed towards developing biosimilars, generic APIs, generic formulations including orals, injectables, complex products like inhalers, nasal sprays, depot injections and transdermal patches. Your Company's focus on Specialty Drug Delivery System (SDDS) demonstrates its commitment to delivering novel solutions that address unmet medical needs.

Your Company's focus on capability development has contributed significantly to the success in submitting Drug Master Diles (DMFs), Abbreviated New Drug Applications (ANDAs) and formulation dossiers. During the year, your Company has filed 31 ANDAs and received approvals for 31 ANDAs.

This year, the CuraTeQ team successfully completed a Phase I clinical study for our denosumab biosimilar, demonstrating pharmacokinetic similarity to the denosumab products approved in the EU and US. Furthermore, our four biosimilars currently in global Phase III clinical trials have made significant progress, with recruitment completed for three of the products. Among these, the denosumab and omalizumab biosimilars are poised to enter the filing phase in FY2026. The Phase III studies for tocilizumab and denosumab to support Marketing Authorization Application (MAA) filings in India have been completed, with filings expected in mid-2025.

ENVIRONMENT, HEALTH AND SAFETY (EHS) Environment

Environmental preservation has been critical to your Company, and it has assigned the highest level of priority across the units. To accomplish this sustainability goal, we are leaning more towards renewable energy, improving the co-processing of hazardous waste, reusing/ recycling 100% of non-hazardous waste, managing water resources responsibly, and expanding green belts around our facilities. We have adopted the best standards of responsible manufacturing across our supply chain.

Health & Safety

Health, safety, and well-being of our employees and associates are a crucial material topic for us. We are committed towards instilling a healthy lifestyle and a safe working environment. Our EHS&S framework and management practices assure compliance while prioritising product and process safety and safeguarding all employees. Each manufacturing facility has departmental and plant safety committee. Every month management review meetings are conducted which comprises top management from corporate and representatives from all sites including site heads to examine safety performance and streamline operational procedures critical to safety requirements. In addition to the above lean daily management meetings are also conducted daily with senior leadership team to track the actions for continuous improvement. Health and safety training is provided to both permanent and contractual workers, ensuring that our team understands the significance of safe procedures and guidelines.

Risk identification and assessments are undertaken as part of the process before scaling up. Before commencing any chemical process in the manufacturing area, a Hazard and Operability Study (HAZOP) is conducted. Qualitative and quantitative risk assessments are carried

out for establishing effective controls. Evaluation of safety performance through EHS score card is being carried on monthly basis. This EHS score card provides insight to help an organisation to understand its safety performance by evaluating on monthly basis based on Key Performance Indicators (KPI) identified. Inter unit audits are conducted for gap assessments and performance improvement. Regular knowledge sharing sessions are conducted for sharing best practices among the manufacturing facilities.

Engagement in national and global initiatives on Antimicrobial Resistance (AMR)

As a healthcare service provider, the Company is partnering with 'The Access to Medical Foundation,' which is monitoring what the 30 most active firms in antimicrobial R&D and production are doing to combat antibiotic resistance.

We participated in The Antimicrobial Resistance Benchmark 2018, 2020 and 2021. The Company is also a member of the 'AMR Industry Alliance,' which is driving antimicrobial resistance progress via common objectives and commitment to increase access to high-quality antimicrobial products, encourage responsible usage, and reduce environmental concerns. We participated in AMR Industry Alliance Survey report 2020, 2021,2022 and 2023.

AWARDS AND ACCOLADES

• HR Leader of the Year for Large scale organisations at the prestigious Economic Times Human Capital (ETHC) Awards 2025

• Innovation in Training for Manufacturing Excellence Awards at the Pharma Manufacturing & Automation Excellence Awards 2024.

• Eugia - I won the "Special Recognition Award'' at the 11^th CII Telangana State Level Quality Circle Competition for Case Study on OSD Through put Improvement Project on 26^th September. The team now moves to Southern Region, next level of competition.

• Eugia SEZ won "Silver Award" out of 46 Competitors across all industries for case study on Yield Improvement Project in Quality Circle Forum of India (QCFI)-Kaizen competition on 27^th November 2024.

• Eugia- I won "Silver Award" out of 46 Competitors across all industries for the case study of OSD throughput Improvement Project in Quality Circle Forum ofIndia (QCFI)- Kaizen competition on 27^th November 2024.

• Unit- XV won 'Special Recognition Award' at the CII state level Kaizen Competition for Water Conservation & Recycling Project: A Step towards Sustainable Future on 22^nd November 2024.

• Merit Award at NIPM National HR Excellence Awards for Eugia Pharma Specialities Limited

• Special Recognition award at the National Level 13^th Annual Kaizen Congress at Pune for case study on Institutionalisation of TWI Training Within Industry to achieve business results through rapid manpower skills.

• CE Worldwide have organized 166^th Corporate Real Estate & Facilities Management 2024 Hyderabad Leadership Award Conference held on 28^th June 2024 at Hyderabad.

• Excellent Energy Efficient Unit & Most Innovative Project, during the event of National Energy Awards - 2024 conducted by CII from 10-12 September 2024

• 9^th CII National 5S Excellence Awards 2024-Diamond Rating in Pharmaceutical & FMCG Category

SUBSIDIARIES/JOINT VENTURES

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, a separate statement containing the salient features of the financial statements of Subsidiary companies/Associate companies/Joint ventures is detailed in Form AOC-1 and is in Annexure-1 to this Report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https:// www.aurobindo.com/investors/disclosures-under- regulation-46/policy-material-subsidiary

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

New Subsidiaries / JVs

Agile Pharma BV, The Netherlands, a wholly owned step-down subsidiary of the Company, acquired entire share capital of Ace Laboratories Limited, UK, and made it a wholly owned subsidiary of Agile Pharma BV, The Netherlands effective from July 1, 2024.

The Company acquired the balance 49% equity share capital of GLS Pharma Limited, India, and made it 100% wholly owned subsidiary of the Company.

Ceased Subsidiaries / JVs

Aurogen South Africa (Pty) Ltd., (Aurogen), a wholly owned step-down subsidiary of the Company in South Africa, has entered into an agreement with Novabee Proprietary Limited, to sell and dispose of the entire 50% shares held by Aurogen in Novagen Pharma (Pty) Ltd., (Novagen), South Africa, a joint venture company. The transaction was completed on October 4, 2024. After the

said disposal of 50% shares in Novagen, Novagen ceased to be the joint venture company of Aurogen.

Aurogen South Africa (Pty) Ltd., (Aurogen), a wholly owned step-down subsidiary of the Company in South Africa, has entered into an agreement with Rene Glyne Family trust to sell and dispose of the entire 24.5% shares held by Aurogen in Novagen BBBEE Invest Co (Pty) Limited, a joint venture of Aurogen. After disposal, Aurogen ceased to be the joint venture partner of Novagen BBBEE Invest Co (Pty) Limited.

Changes in ownership of Subsidiaries / JVs

Aurex B.V. The Netherlands, a wholly owned step-down subsidiary, merged with other subsidiary, Aurobindo Pharma B.V. The Netherlands, anther wholly owned step- down subsidiary, during the year.

The Company purchased entire 80% equity share capital of Tergene Biotech Limited, a step-down subsidiary of the Company, held by Auro Vaccines Private Limited, a wholly owned stepdown subsidiary of the Company on February 28, 2025 and made Tergene Biotech Limited a direct subsidiary of the Company.

Theranym Biologics Private Limited, a wholly owned subsidiary of the Company ("Theranym") has allotted 2,041 equity shares (2% of the post allotment equity share capital of Theranym) of '10/- each to Dr. Satakarni Makkapati on preferential basis on December 11, 2024. Post allotment, Theranym ceased to be a wholly owned subsidiary of the Company and continues as a subsidiary of the Company.

CuraTeQ Biologics Private Limited, a wholly owned subsidiary of the Company ("CuraTeQ") has allotted Compulsory Convertible Preference Shares (CCPSs) to Dr. Satakarni Makkapati which will entitle him to 2% equity share capital post conversion of such CCPSs and on conversion, CuraTeQ will cease to be a wholly owned subsidiary of the Company and will continue as a subsidiary of the Company.

Aurogen South Africa (Pty) Limited, South Africa, a wholly owned step-down subsidiary of the Company, entered into agreement with the shareholders of Purple Bellflower (Pty) Limited, South Africa, a joint venture company, to purchase entire shares held by other joint venture partners and make Purple Bellflower (Pty) Limited a wholly owned subsidiary of Aurogen South Africa (Pty) Ltd, and also Aurobindo Pharma (Pty) Limited, South Africa, a wholly owned subsidiary of Aurogen South Africa (Pty) Limited. The transaction was completed on April 30, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS) 110 and 111 as specified in the Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of the Companies Act, 2013.

The Company has placed separately, the audited accounts of its subsidiaries on its website https://www.aurobindo. com/investors/disclosures-under-regulation-46/financials- subsidiaries in compliance with the provisions of Section 136 of the Companies Act, 2013. Audited financial statements of the Company's subsidiaries will be provided to the Members, on request.

CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, ("SEBI PIT Regulations"), the Company has in place a Code of Conduct to regulate, monitor and report trading by the Designated Persons and a code of practices and procedures for fair disclosure of unpublished price sensitive information. The code of practices and procedures for fair disclosure of unpublished price sensitive information has been made available on the Company's website at https://www.aurobindo.com/ investors/corporate-governance/code-of-practices-and- procedures-for-fair-disclosure.

During training sessions, all the employees and the Designated Persons are informed about the regulatory requirements of these codes for creating awareness among them. Further, the Audit Committee reviews the compliance with the provisions of SEBI PIT Regulations on a quarterly basis and also verify that the systems for internal control are adequate and are operating effectively.

VIGIL MECHANISM

The Board of Directors have adopted the Whistle Blower Policy which is in compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Whistle Blower Policy aims to conduct the affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. All permanent employees and Wholetime Directors of the Company are covered under the Whistle Blower Policy.

Under Whistle Blower Policy, a mechanism has been established for employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics, and leak of price-sensitive information under the Company's Code of Conduct formulated for regulating, monitoring, and reporting by Insiders under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. It also provides for adequate safeguards against the victimisation of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the year, no complaints were reported under the Whistle Blower Policy. The Whistle Blower Policy is available on the Company's website https://www.aurobindo.com/api/uploads/ disclosure under regulation/Whistle%20Blower%20 Policy-APL-New-March2024.pdf

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT

Your Company has a policy and framework for employees to report sexual harassment cases at the workplace and the said process ensures complete anonymity and confidentiality of information. Your Company has constituted an Internal Complaints Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.The Company has a policy on prevention and prohibition of sexual harassment at the workplace. The policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such complaints. During the year, the Company has not received any complaint. The Company has been conducting regular awareness programmes aimed at prevention of sexual harassment.

MEETINGS OF THE BOARD

The Board and Committee meetings are prescheduled, and a tentative calendar of the meetings is created, in consultation with the Directors. However, in case of special and urgent business needs, approval is taken by passing resolutions through circulation. During the year under review, six Board Meetings and six Audit Committee Meetings were convened and held. The details of the meetings including composition of the Audit Committee and other committees are provided in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee and other committees were accepted by the Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONAL

Key Managerial Personnel

Mr. K. Nithyananda Reddy, Vice Chairman & Managing Director, Mr. M. Madan Mohan Reddy, Whole-time Director, Mr. Santhanam Subramanian, Chief Financial Officer, and Mr. B. Adi Reddy, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

None of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 (the "Act") or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"). All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act. As required by the SEBI Listing Regulations, a certificate from a Company Secretary in practice, that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of company by SEBI, Ministry of Corporate Affairs or any such statutory authority, forms part of Corporate Governance Report as Annexure-A.

Changes in Board of Directors During the year and upto the date of this report, the members approved the appointment / reappointment of the following Directors

The members of the Company at their 37^th Annual General Meeting held on August 29, 2024 re-appointed Mr. K. Nithyananda Reddy as Vice Chairman & Managing Director and Mr. M. Madan Mohan Reddy as Whole-time Director, for a period of three years with effect from June 1, 2024.

The members of the Company at their 37^th Annual General Meeting held on August 29, 2024 approved the continuation of Mr. P.V.Ramprasad Reddy, as non-executive director whose term shall not be liable to determination by retirement of directors by rotation, subject to approval of the members at least once in every five years

The members of the Company through postal ballot approved the re-appointment of Mr. Santanu Mukherjee (DIN: 07716452) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years commencing from February 9, 2025 to February 8, 2030.

As per the provisions of the Companies Act, 2013, Mr. P. Sarath Chandra Reddy and Dr. Satakarni Makkapati will retire as Directors at the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board recommends their reappointment for the approval of the shareholders of the Company.

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

Mrs. Savita Mahajan (DIN 06492679) retired as an Independent Director of the Company on close of business hours of December 15, 2024, upon completion of her second term as an Independent Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

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

b. appropriate accounting policies have been selected and applied consistently. Judgement and estimates which are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as at the end of the financial year and of the profit of your Company for the year;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on an ongoing concern basis;

e. proper internal financial controls have been laid down to be followed by your Company and such internal financial controls are adequate and are operating effectively; and

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

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and confirmed that they have registered their names in the Independent Directors' Data bank. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out with an approach to diversify the Board of Directors. The Board Diversity Policy is available on the Company's website: https://www. aurobindo.com/api/uploads/Policy-on-Board-Diversity.pdf

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be conducted by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be conducted by the entire Board of Directors, excluding the Director being evaluated.

The Annual Performance Evaluation was conducted for all Board Members, for the Board and its Committees for the financial year 2024-25. This evaluation was led by the Nomination and Remuneration/Compensation Committee of the Company. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the SEBI Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI.The Board evaluation was conducted through questionnaires designed with qualitative parameters and feedback based on ratings.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholders interest and enhancing shareholders value, experience, and expertise to provide feedback and guidance to the top management on business strategy, governance, risk and understanding of the organisation's strategy, etc.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy as adopted by the Board is available on the Company's website: https://www.aurobindo.com/api/uploads/Remuneration- Policy-Feb2025.pdf

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. All Related Party transactions are mentioned in the Notes to the Financial Statements. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related PartyTransactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval. The policy on Related Party Transactions, as approved by the Board of Directors, has been uploaded

on the website of the Company https://www.aurobindo. com/api/uploads/RPT%20Policy-May2025.pdf

The particulars of contracts or arrangements with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is in Annexure-2 to this Report.

There were no materially significant Related Party Transactions which could have potential conflict with the interests of the Company at large.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is in Annexure-3 to this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31,2025, is available on the Company's website and can be accessed at: https://www.aurobindo.com/investors/disclosures- under-regulation-46/annual-returns

RISK MANAGEMENT COMMITTEE

Risk Management Committee of the Company consists of two Independent Directors viz. Mr. Girish Paman Vanvari as Chairman and Mr. Santanu Mukherjee and one executive director viz. Mr. M Madan Mohan Reddy as members as on March 31, 2025 and the details of the meetings including composition and terms of reference of the Risk Management Committee are provided in the Corporate Governance Report.

The Company has established a separate department to monitor the enterprise risk and for its management. The Committee had formulated a Risk Management Policy for dealing with different kinds of risks which the Company faces in its day-to-day operations. The Risk Management policy of the Company outlines a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG- related risks), information, cyber security risks, or any other risk as may be determined by the Committee; measures for risk mitigation including systems and processes for internal control of identified risks; and Business continuity plan. Risk is an integral part of the Company's business, and sound risk management is critical to the success of the organisation. The Company has adequate internal financial control systems and procedures to combat the risk. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a regular basis

at the time of review of the quarterly financial results of the Company. A report on the risks and their management is enclosed as a separate section forming part of this report.

AUDITORS & AUDITORS' REPORT

Pursuant to Section 139 (2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 35^th Annual General Meeting (AGM) held on August 2, 2022, had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years i.e. up to the conclusion of the 40^th AGM to be held in the year 2027.The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors' report forms part of the Annual Report. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no specifications, reservations, adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

INTERNAL AUDITORS

Ernst &Young LLP are the Internal Auditors of the Company and to maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/ regulations, accounting procedures and policies. Based on the reports of the Internal Auditors, corrective actions will be undertaken, thereby strengthening the controls. Significant audit observations and action plans were presented to the Audit Committee of the Board on a quarterly basis.

COST RECORDS AND COST AUDIT

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. M/s. EVS & Associates, Cost Accountants, Hyderabad, the Cost Auditors, are in the process of carrying out the cost audit for applicable products during the financial year 2024-25. Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company is maintaining the cost records as its business is covered under the regulated sector viz. drugs and pharmaceuticals. Audit of the Company's cost records is not applicable for the financial year 2025-26 since the Company's revenues from exports, in foreign exchange, exceed 75% of its total revenues.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The internal financial controls (IFC) framework institutionalised in Aurobindo has been evaluated in-depth for its adequacy and operating effectiveness, wherein the Company has covered financial reporting controls, operational controls, compliance-related controls and also InformationTechnology (IT) controls, comprising IT general controls (ITGC) and application-level controls. The ITGC would include controls over IT environment, computer operations, access to programmes and data, programme development and programme changes. The application controls would include transaction processing controls in ERP Oracle system which supports accurate data input, data processing and data output, workflows, reviews and approvals as per the defined authorisation levels.

To further strengthen the existing IFC framework and support the growing business, the Company has redefined all the process level controls at activity level which has brought in more clarity and transparency in day-to-day processing of transactions and in addressing any related risks. All the controls so redefined and identified have been properly documented and tested with the help of an independent auditor to ensure their adequacy and effectiveness.

The Internal Auditors conduct 'Process & control review' on a quarterly basis as per the defined scope and submit the audit findings along with management comments and action taken reports to the Audit Committee for its review.

The IFC framework at Aurobindo ensures the following:

• Establishment of policies and procedures, assignment of responsibility, delegation of authority, segregation of duties to provide a basis for accountability and controls;

• Physical existence and ownership of assets at a specified date;

• Enabling proactive anti-fraud controls and a risk management framework to mitigate fraud risks to the Company;

• Recording of all transactions occurred during a specific period. Accounting of assets, liability, and revenue and expense components at appropriate amounts;

• Preparation of financial information as per the timelines defined by the relevant authorities.

These controls cover the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets of the Company, prevention and detection of its frauds and errors,

accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company has an internal control system, commensurate with the size, scale and complexity of its operation.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. A. Mohan Rami Reddy, a Peer reviewed Company Secretary in Practice, to undertake the secretarial audit of the Company for the financial year 2024-25.The Secretarial Audit Report issued in form MR-3 is in Annexure- 4 of this Report.

As per regulation 24A(1) of the SEBI Listing Regulations, your Company is required to annex a secretarial audit report of its material unlisted subsidiary companies incorporated in India to its Annual Report. Accordingly, the Secretarial Audit Reports for the Financial Year 2024-25 of APL Healthcare Limited, Apitoria Pharma Private Limited and Eugia Pharma Specialities Limited, the material subsidiaries incorporated in India, are annexed along with Annexure-4 of this report.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report. Also, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report from a Practicing Company Secretary who has been peer reviewed by the Institute of Company Secretaries of India and submitted the same to stock exchanges where the shares of the Company are listed.

Further, as per amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to appoint a Secretarial Auditor who has been peer reviewed by the Institute of Company Secretaries of India for a period of five years.The Board of Directors of the Company has in its meeting held on May 26, 2025 recommended the appointment of M/s. MRR & Associates (Firm Regn. No.S2025TS1022400) who has furnished a certificate of its eligibility and consent for appointment and has been peer reviewed by the Institute of Company Secretaries of India as the Secretarial Auditor of the Company for a period of five years.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee).

The Board, on the recommendation of the CSR Committee, adopted a CSR Policy. The same is available on the Company's website at https://www.aurobindo.com/sustainability/csr-policy. The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, to create a significant and sustained impact on local communities.

The Company undertakes its CSR activities through Aurobindo Pharma Foundation, a wholly-owned subsidiary of the Company incorporated under Section 8 of the Companies Act, 2013.

The CSR projects approved by the Board for the financial year 2025-26 are available on the Company's website at https://www.aurobindo.com/sustainability/annual- action-plan. The Annual Report on Corporate Social Responsibility as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 to this Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of appointment and remuneration of managerial personnel as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is in Annexure-6 to this Report. The statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered Office of the Company during business hours on all working days of the Company, up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

Affirmation that the remuneration is as per the remuneration policy of the Company.

In compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board, on the recommendation of the Nomination and Remuneration/ Compensation Committee approved the Policy for Selection, Appointment of Directors, KMPs and Senior Management persons. The said Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board and other management members. The Policy also provides for selection and remuneration criteria for the appointment of Directors and senior management persons. The Company affirms that the remuneration is as per the remuneration policy of the Company.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured. The Company has also taken D&O Insurance Policy covering Company's Directors and Officers.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company during the financial year ended March 31, 2025, to the date of signing of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by your Company, as stipulated under Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a separate section forming part of this report. The certificate of the Practicing Company Secretary, Mr. S. Chidambaram with regard to compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

DEPOSITS

Your Company has not accepted any deposits from the public within the purview of Chapter V of the Companies Act, 2013

INDUSTRIAL RELATIONS

Industrial relations at all units of the Company and its subsidiaries have been harmonious and cordial.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

The dividends that remained unpaid/unclaimed for a period of seven years, have been transferred on due dates by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules, 2016 ('the Rules') mandates that companies shall apart from transfer of dividend that has remained unclaimed for a period of seven years in the unpaid dividend account to the IEPF, also transfer the corresponding shares with respect to the dividend, which has not been paid or claimed for seven consecutive years or more to IEPF.

Accordingly, the dividends that remain unclaimed for seven years and also the corresponding shares have been transferred to IEPF account on due dates. The details of amount of unclaimed unpaid dividend and corresponding shares transferred to IEPF during the financial year 202425 have been provided in the AGM Notice.

Further, in accordance with the IEPF Rules, the Board of Directors have appointed Mr. B. Adi Reddy, Company Secretary as Nodal Officer of the Company for the purpose of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of the Nodal Officer are available on the website of the Company at https://www.aurobindo.com/ api/uploads/unpaiddividendaccountdetails/Nodal-Officer- IEPF.pdf

SHARE CAPITAL

During the financial year under review, there has been no change in the Authorised Share Capital of the Company. During the year, the paid-up capital reduced from 58,59,38,609 equity shares of ' 1 each to 58,08,01,623 equity shares of ' 1 each on account of buyback of 51,36,986 equity shares of ' 1/- each from the shareholders of the Company. The paid-up share capital of the Company as on March 31,2025, was ' 58,08,01,623 divided into 58,08,01,623 equity shares of '1 each. The Company has not issued any shares, debentures, bonds or any convertible or non-convertible securities during the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility sustainability Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available as a separate section in this Annual Report.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/TRIBUNALS

There was no significant material order passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and its operations in future.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.

OTHER DISCLOSURES Buyback

As per the approval by the Board of Directors at its meeting held on July 18, 2024, the Company bought back 51,36,986 Equity Shares of ' 1 each, representing approximately 0.88% of the total number of Equity Shares in the paid-up share capital of the Company, at a price of ' 1,460 per Equity Share for an aggregate amount of ' 7,500 million excluding transaction costs, from all of the equity shareholders/ beneficial owners of the Company,

including the members of the Promoter & Promoter Group on a proportionate basis through the Tender Offer route.

The buyback offer was opened on August 5, 2024 and closed on August 9, 2024 and completed settlement of bids by the Clearing Corporation/ BSE on August 19, 2024. The buyback was completed on August 19, 2024 and the shares were extinguished on August 22, 2024.

In accordance with Section 69 of the Companies Act, 2013, as of March 31, 2025, the Company created 'Capital Redemption Reserve' of ' 5.14 million equal to the nominal value of the shares bought back as an appropriation from general reserve.

Other disclosures

During the year under review:

• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016;

• no instance of one-time settlement with any Bank or Financial Institution;

• no shares with differential voting rights and sweat equity shares have been issued; and

• there has been no change in the nature of business of the Company.

CREDIT RATING

The Company has obtained the Credit ratings from India Ratings & Research Private Limited, and it has assigned ND AA+/Stable/IND A1+ on Rating Watch Evolving for Company's fund based working capital facilities and ND A1+ on Rating Watch Evolving for Company's non-fund- based working capital limits vide their letter dated March 11, 2025.

ACKNOWLEDGEMENTS

Your directors are grateful for the invaluable contribution made by the employees and are encouraged by the support of the customers, business associates, banks and government agencies. The Directors deeply appreciate their faith in the Company and remain thankful to them. The Board shall always strive to meet the expectations of all the stakeholders.