Your directors take pleasure in presenting the Forty-Sixth Annual Report and Company's Audited Financial Statements
for the Year ended 31 March 2025 (FY 2025).

Summarised Financial Highlights:

3^ Performance Review

Performance for the year was excellent, with Branded
Generic Business growing at 15% and Consolidated
Revenue from operations growing by 10% over the
previous year. Consolidated Profit After Tax also saw
a growth of 11% compared to previous year. Exports
contributed 68% of the revenue.

Dividend

Board of Directors, at its meeting held on
28 October 2024, declared an interim dividend of H28
per share. This dividend distribution was in line with
the Company's Dividend Distribution Policy, which
is available on the Company's website and can be
accessed at Q https://ajantapharma.com//images/
DividendPolicy.pdf. Details of share buyback is given
in following paragraph.

Distributed J 700 Crores to Members

• J 350 Cr. as dividend

• J 350 Cr. through buyback.

Subsidiaries, Associates and Joint
Ventures

The Company continues to have four overseas
subsidiaries, and it does not have any Associate
company or a Joint Venture. Salient features of the
Financial Statements of subsidiaries are provided
in the AOC-1 statement annexed herewith as
"Annexure A".

Audited Financial Statements of subsidiaries
are available on Company's website at Q www.
ajantapharma.com and the same are also available
for inspection at the Registered Office of the Company
during business hours as stipulated under Section 136
of The Companies Act, 2013 (the “Act").

Material subsidiaries

Ajanta Pharma USA Inc. continues to be material
subsidiary in accordance with the provisions of The
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (The “Listing Regulations") read with
the Company's “Policy on Material Subsidiaries".

The policy can be accessed at: Q https://ajantapharma.
com//images/PolicyonMaterialSubsidiaries.pdf

Share Capital

There was no change in authorised share capital of the
Company during the year under review.

Buy-back of shares

During the year, Company bought back 10,28,881
fully paid-up equity shares of the face value of
H 2/- each, representing 0.82% of the total number
of equity shares in the subscribed and paid-
up equity share capital of the Company. The
buyback was from the existing shareholders of
the Company on a proportionate basis, through
“Tender Offer" route, at a price of H 2,770/- per
equity share. Total amount spent on buyback was
H 350 Crore consisting of H 285 Crore paid to
shareholders and buyback tax of H 65 Crore, which
made the buyback in the hands of shareholders
tax exempt.

Post Buyback, the paid-up share capital stood reduced
from 12,59,16,655 equity shares to 12,48,87,774 equity
shares of H 2/- each. Post buyback shareholding
pattern is given in the Corporate Governance Report.

Share-Based Incentive Schemes

The Company has formulated and implemented
Ajanta Pharma Share-Based Incentive Plan 2019 ("SBIP
2019") which is administered by the Nomination and
Remuneration Committee ("NRC"). During FY 2025, no
new options were granted, but 25,325 options granted
earlier, got vested and equal number of shares were
issued to eligible employees.

Further, 13000 options granted to US subsidiary
employees were cancelled and in lieu thereof, the Board
granted them 13,000 Cash Settled Stock Appreciation
Rights (SARs) at issue price of H 2 per share.

Disclosures pertaining to Employees' Stock Options
Scheme are available on the Company's website at
Q https://ajantapharma.com/ajanta/Investors/
annual results/?year=2024-25.

M/s. Alwyn Jay & Co., Secretarial Auditors have certified
that the Scheme has been implemented in accordance
with the SBIP Regulations and the resolution passed
by shareholders. The certificate will be available for
inspection by members at the ensuing Annual General
Meeting ("AGM").

Credit Rating

During the year, Credit Analysis and Research Limited
("CARE") has upgraded the Company's long-term/
short-term bank facilities to CARE AA and CARE A1
indicating a stable outlook. This upgrade reflects
the Company's robust financial position, effective
strategic execution, and positive future outlook,
thereby enhancing investor confidence.

Upgraded to AA which

denotes stable outlook

V___/

nfftlfi Listing at Stock Exchanges

The Equity shares of the Company continue to be listed
on the BSE Limited and the NSE Limited.

Board of Directors

The Board of Directors comprises accomplished
professionals from diverse fields, bringing a wide
range of expertise, domain knowledge, and strategic
insight. The composition ensures a balanced mix
of Executive and Independent Directors, fostering
sound decision-making through business acumen,
professionalism, and independent judgement. During
the year, none of the Non-Executive Directors had any
pecuniary relationship or financial transactions with
the Company, apart from receiving sitting fees and
commission for their roles.

Retirement by Rotation

Mr. Rajesh M. Agrawal is retiring by rotation at the
ensuing AGM and being eligible, has offered himself
for re-appointment. The Board recommends his re¬
appointment. A resolution seeking Shareholders'
approval for his re-appointment along with other
required details, forms part of the Notice.

Independent Directors (IDs)

Completion of term

During the year, Mr. Chandrakant Khetan,
Mr. K. H. Viswanathan, Mr. Prabhakar Dalal and
Dr. Anjana Grewal ceased to be Directors upon
completion of their 2^nd consecutive term of
5 years on 17 July 2024. The Board places on record its
sincere appreciation and gratitude for their invaluable
contributions and insightful counsel during their tenure
with the Company as ID's.

Appointment of new IDs

At the last AGM, members had approved appointments
of Mr. David Rasquinha (DIN: 01172654), Ms. Medha
Joshi (DIN: 00328174), Mr. Rajesh Dalal (DIN: 03504969)
and Ms. Simi Thapar (DIN: 10470498) as the IDs for
a term of five consecutive years with effect from
02 May 2024.

Consequent to the change in the Board of Directors,
the Board committees were also reconstituted,
the details of which are provided in the Corporate
Governance Report.

All the new IDs have affirmed their continued
compliance with the independence criteria outlined in
Section 149(6) of the Act and the Listing Regulations as
also adherence to the Code of Conduct for IDs. There
has been no change in the circumstances affecting
their status as IDs of the Company.

The Board affirms that the newly appointed
Independent Directors possess diverse qualifications,
skills, and extensive experience across a range of
domains. They uphold high standards of integrity
and probity. A detailed matrix highlighting the
skills, expertise, and competencies of all Directors is
presented in the Corporate Governance Report.

^Lea d Independent Director

The Board has designated Mr. David Rasquinha
(DIN: 01172654) as the Lead Independent Director
to provide focused leadership to the Independent
Directors and to ensure effective performance of the
Board's oversight functions. The Lead Independent
Director serves as a liaison on behalf of Independent
Directors and plays a pivotal role in enhancing the
Board's governance effectiveness.

Policies on Appointment and
Remuneration of Directors

The Company's "Policy for Determining Qualifications
of Directors" outlines guiding principles for the selection
of individuals qualified to be appointed as Directors,
including Independent Directors.

The "Policy for Remuneration of Directors and
Employees" sets out parameters to ensure that the
remuneration framework is structured to attract, retain
and motivate Directors, Key Managerial Personnel
(KMP), and Senior Management personnel.

These policies are available on the Company's website
and can be accessed at:

Q https://ajantapharma.com//images/
PolicvfordeterminingqualificationsofDirector.pdf

Q https://ajantapharma.com//images/
PolicvforRemunerationofDirectorsandEmplovees.pdf

A summary of these policies is included in the Report
on Corporate Governance.

^ Key Managerial Personnel

As on the date of this report, Mr. Yogesh M. Agrawal,
Managing Director; Mr. Rajesh M. Agrawal, Joint
Managing Director; Mr. Arvind K. Agrawal, Chief

Financial Officer and Mr. Gaurang C. Shah, Company
Secretary, continue to be the KMPs of the Company.

AAA

Board and Directors' Evaluation

In accordance with the "Policy on Board Evaluation"
and aligned with best governance practices, the
Board conducted a formal annual evaluation of
its own performance, that of its committees, and
individual Directors. In a separate meeting, the
Independent Directors reviewed the performance of
Non-Independent Directors, the Board as a whole, and
that of the Chairman. A consolidated feedback report
was shared with the Chairman for further deliberation
with the Board and individual Directors. Further details
are presented in the Corporate Governance Report.

• • •

Board Meetings

The Board met four times during the year under review.
In addition, a separate meeting of the Independent
Directors was convened in accordance with regulatory
requirements. Detailed disclosures relating to these
meetings are available in the Corporate Governance
Report.

at\^ca Board Committees

The Board has constituted Audit Committee,
Nomination and Remuneration Committee, CSR &
Sustainability Committee, Stakeholders' Relationship
Committee, Risk Management Committee and
Executive Committee.

Corporate Governance Report contains
comprehensive information regarding composition
of these committees, frequency of meetings and
key activities undertaken. The Board has accepted
all recommendations of these committees without
any deviation.

% Related Party Transactions

All Related Party Transactions ("RPTs") during the year
were carried out on an arm's length basis and in the
ordinary course of business, in accordance with the
Company's Policy on Related Party Transactions.
The Audit Committee provided omnibus approval for
certain repetitive transactions and reviewed RPTs on a
quarterly basis. There were no pecuniary transactions
with Directors except sitting fees and commission. There
were no material related party transactions, which
required reporting under Form AOC-2. Details of RPTs
are provided in Note No. 53 of the financial statements,
as per IND AS-24.

Corporate Social Responsibility

The Company conti nues to pursue impactful Corporate
Social Responsibility ("CSR") initiatives in line with its
CSR Policy and long-term sustainability goals. CSR

activities during the year focused on key areas of
education, healthcare, rural development, community
welfare and environmental sustainability. These
initiatives were implemented through eligible trusts
and NGOs, as per the approved Annual Action Plan.

The CSR & Sustainability Committee monitored project
implementation and expenditure to ensure alignment
with defined objectives. The CFO has certified that
funds disbursed for CSR activities during FY 2025
were utilised as per Board approvals. Details of the
CSR Policy and activities undertaken along with the
impact assessment report done for applicable project
are annexed as "Annexure B" to this Report.

♦♦

• CSR Spend exceeds the obligation

• Focus on health, education &
community welfare

V___)

Management Discussion and
Analysis

In accordance with Regulation 34 of the Listing
Regulations, detailed MD&A report covering
operational performance, industry trends, strategic
initiatives, risks and the Company's outlook forms part
of this Annual Report.

¹ Report on Corporate Governance

The Company remains committed to upholding
the highest standards of Corporate Governance.
A comprehensive Corporate Governance Report,
along with a certificate from M/s. Alwyn D'Souza &
Co., Practicing Company Secretaries, confirming
compliance with Listing Regulations, forms part of this
Annual Report.

Business Responsibility and
Sustainability Report

In alignment with Regulation 34(2)(f) of the Listing
Regulations and SEBI guidelines, the Company has
prepared Business Responsibility and Sustainability
Report (“BRSR"), highlighting its environmental, social,
and governance (ESG) initiatives for FY 2025. M/s. Vinay
& Keshava LLP, Chartered Accountants, have issued a
reasonable assurance report on the BRSR.

Separate Sustainability Report outlining governance
principles, ESG efforts, R&D and future sustainability
strategies shall be published and circulated.

A-

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a)
of the Act, the Annual Return as on 31 March 2025 in
Form MGT-7 is placed on the Company's website at
Q https://ajantapharma.com//images/Draft-Form
MGT 7 2024-2025.pdf.

^ Unclaimed Dividend/Shares

In pursuance of Regulation 39 read with Schedule
VI of the Listing Regulations, the details of shares
lying in unclaimed suspense account and unclaimed
shares/dividend transferred to Investor Education
and Protection Fund, are provided in the Report on
Corporate Governance.

jrfSfb Auditors and Audit Reports

Statutory Auditors

At the 43^rd AGM held on 4 August 2022, members
had re-appointed M/s. B S R and Co. LLP, Chartered
Accountants (ICAI Registration No. 101248W/W-
100022), as Statutory Auditors for a second term of
five years until the conclusion of the 48^th AGM in 2027

Their Audit Report for FY 2025 is unmodified and does
not contain any qualifications, reservations, or adverse
remarks. BSR has confirmed their eligibility and peer
review status under ICAI norms. During the year under
review, the Auditors have not reported any fraud or
such matters as provided under Section 143(12) of the
Companies Act.

Internal Auditors

M/s. Aneja Assurance Pvt. Ltd. continued to serve as
Internal Auditors for centralised functions. For other
business locations such as factories and warehouses,
other qualified Chartered Accountant firms were
engaged. Key audit findings and corrective actions
were reviewed by the Audit Committee. No material
lapses or fraud were reported.

Secretarial Auditors, Audit Report,

Secretarial Compliance Certificate

M/s. Alwyn D'Souza & Co., Practicing Company
Secretaries, conducted the Secretarial Audit for
FY 2024-25. Their report, annexed as "Annexure C,"
does not contain any adverse remarks. They also
issued the Secretarial Compliance Report, confirming
adherence to statutory records and that no actions
were initiated by SEBI or stock exchanges. This report
is uploaded on the BSE and NSE platforms as required.

As per SEBI Listing Regulations (Third Amendment),
2024, the Company is required to appoint Secretarial
Auditors for one term of five consecutive years. Based
on the Audit Committee's recommendation, the Board
appointed M/s. D.G. Prajapati & Associates, a firm led
by Mr. D.G. Prajapati (FCS No. 6567, COP No. 4209) as
the Secretarial Auditor of the Company for a five-year
term from the conclusion of- 46^th AGM to 51^st AGM,
subject to approval of shareholders in the ensuing
AGM. The proposal is included in the AGM Notice.
M/s. D.G. Prajapati & Associates have confirmed their
independence, peer review status, and eligibility under
the Act and applicable regulations.

^Cos t Auditors

In compliance with Section 148(1) of the Act, the
Company maintains cost records, audited by M/s. RA
& Co., Practicing Cost Accountants. Their appointment
for FY 2026 was approved by the Board based on
the Audit Committee's recommendation. Member's
ratification for their remuneration forms part of the
AGM Notice.

During the year, no instances of fraud or irregularities
were reported by the Statutory, Internal, Secretarial or
Cost Auditors.

Secretarial Standards

During FY 2025, the Company has complied with all
the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India as amended.

Internal Control System, Risk
Management and Compliance
° Framework

The Company has in place a robust and integrated
Internal Control System, a comprehensive
Risk Management framework and robust
Compliance protocols.

^Internal control and its adequacy

Ajanta maintains an adequate internal control system
that is commensurate with the scale, complexity, and
nature of its operations. These controls are structured
to provide reasonable assurance with respect to:

1. Operational efficiency and effectiveness;

2. Prevention and timely detection of fraud
and errors;

3. Safeguarding of tangible and intangible assets;

4. Adherence to applicable statutory and
regulatory requirements;

5. Accuracy and reliability of accounting records; and

6. Timely and accurate financial reporting.

Periodic reviews and internal audits are conducted to
continuously strengthen these mechanisms and drive
business excellence.

The internal audit function operates through a
dedicated team and is also supported by external firms
that undertake audits of critical functions and business
processes. The internal audit team reports functionally
to the Chairperson of the Audit Committee, ensuring
complete independence and objectivity.

An annual internal audit plan is developed based on a
well-defined Audit universe that covers business risks,
compliance matrices and process maturity. The plan
is approved by the Audit Committee at the beginning
of each financial year. Key audit observations, control
lapses, and remedial actions taken are presented
to the Audit Committee on a quarterly basis. The
Committee also engages in discussions with the
management and auditors to evaluate the overall
internal control environment.

^Threats, Risks and Concerns

Ajanta's Risk Management Policy is comprehensive
and applies across all operational and functional
areas. The Risk Management Committee of the Board
reviews and deliberates on key risk updates.

During the year under review, the Company faced
increased risk exposure arising from escalating
geopolitical tensions, complexities in the global supply
chain, elevated regulatory scrutiny at manufacturing
sites, volatility in foreign exchange markets and rising

The Company has implemented adequate mitigation
strategies aimed at:

» Ensuring business continuity amid uncertainties;

» Navigating growth challenges and market volatility;

» Enhancing cybersecurity and data
protection mechanisms;

» Maintaining full compliance with applicable legal
and regulatory provisions; and

» Promoting excellence in Environmental, Social and
Governance (ESG) practices.

Further details on the Risk Management Framework
and key risks with mitigation measures can be found
on Page 46 of this Report.

Statutory Compliances

Ajanta has developed a well-structured framework
to ensure statutory and internal policy compliance
across all business units. Functional departments are
responsible for embedding compliance controls into
their day-to-day operations. These obligations are
further mapped into a compliance monitoring tool
and are reviewed periodically. Compliance owners
affirm their responsibilities at defined intervals and
compliance reports are submitted to the Board for its
review every quarter.

Ensured 100% Statutory compliances
Supply Chain

The supply chain plays a critical role in ensuring
operational agility and product availability. Ajanta's
supply chain ensures efficient procurement of raw and
packing materials, streamlined production and timely
distribution of high-quality pharmaceutical products. In
FY 2025, the Company focused on improving supply chain
efficiency, managing costs effectively and enhancing
resilience against global supply disruptions. Despite
global challenges, including fluctuating healthcare
demands and logistic uncertainties, the Company
maintained uninterrupted manufacturing and delivery
operations. Ajanta remains committed to fortifying its
supply chain through innovation, strategic partnerships
and sustainable practices to ensure continuous supply of
life-saving medicines and create long-term value.

a

Best-in-class Supply Chain with
Sustainable practices

Vigil Mechanism/Whistle-Blower
Policy

To uphold ethical conduct and corporate integrity,
the Company has instituted a Whistle-Blower Policy
& mechanism that enables stakeholders, employees
and Directors to report genuine concerns related
to unethical practices, fraud or violations of the
Company's Code of Conduct. The mechanism ensures
complete confidentiality and provides protection
against retaliation. The policy is readily accessible
on the Company's intranet and website- Q https://
ajantapharma.com//images/Whistle-Blower-Policy-
Feb-2023.pdf, with the designated email address for
reporting genuine concerns being Q whistleblower@
ajantapharma.com. It is affirmed that during the year,
no complaint was received under this policy.

Sexual Harassment of Women at
Workplace

Ajanta provides a safe, inclusive and respectful
work environment that is free from discrimination,
prejudice and sexual harassment. The Company has
adopted a comprehensive Policy for Prevention of
Sexual Harassment at the Workplace, which ensures
protection, redressal and awareness for all employees,
particularly women. To address complaints, the
Company has constituted Internal Complaints
Committees (ICC) at all locations with more than
10 women employees. Awareness and sensitisation
programmes are regularly conducted. It is affirmed
that no complaints related to sexual harassment were
received during the year.

No whistle blower or POSH
complaints/concerns during the year

Code of Conduct

The Board of Directors have adopted a Code of
Conduct applicable to all Board members and senior
management personnel. The Code is published on
the Company's website and an annual affirmation is
obtained from all covered individuals.

Further, in line with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has in
place a comprehensive Insider Trading Code and Fair
Disclosure Policy. The Company uses the ESSCOM
Portal and maintains a Structured Digital Database
to monitor and regulate the handling of unpublished
price-sensitive information.

Details regarding these Codes are included in the
Corporate Governance Report.

Human Resource, Health & Safety

$

The Company is committed to nurturing a culture
of performance, growth and inclusivity by recognising
and developing its employees. As of 31 March 2025,
the Company had 9,628 permanent employees.
Ajanta also places high importance on the health,
safety and well-being of its workforce. The Company's
Environmental, Health and Safety (EHS) systems are
well-integrated and designed to uphold industry¬
leading safety standards across all manufacturing
units and offices.

Managerial Remuneration and
Particulars of Employees

Disclosures required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to this Report as
"Annexure D". Information under Rule 5(2) and 5(3) of
the said Rules forms part of this Report but is not being
sent to members due to its confidential nature. Any
shareholder interested in obtaining this information
may request a copy by writing to the Company
Secretary at the registered office.

Conservation of Energy,

* Technology Absorption, Foreign
^ Exchange Earnings & Outgo

Pursuant to Section 134 of the Act read with
Companies (Accounts) Rules, 2014, particulars relating
to conservation of energy, technology absorption,
foreign exchange earnings and outgo, are disclosed
in "Annexure E".

Loans, Guarantees & Investments

Pursuant to Section 134(3)(g) of the Act, details of
loans, guarantees and investments are disclosed in
Notes to Financial Statements.

Other Disclosures

During the year under review:

1. No amount was proposed to be transferred
to reserves.

2. There was no change in the nature of the business
of the Company.

3. No agreement was entered into requi ri ng disclosure
under Regulation 30A of Listing Regulations.

4. Equity shares were issued pursuant to the Stock
Option Scheme and no default occurred in
implementing corporate actions.

5. Company has not accepted any deposits under
Sections 73 and 74 of the Act.

6. There was no provision made for purchase of its
own shares by employees.

7. Company's securities were not suspended at
any time.

8. No remuneration/commission was received by
MD/WTD from subsidiaries.

9. Company has not issued shares with differential
voting rights or sweat equity shares.

10. There are no defaults in loan payments or any
instance of one-time settlement.

11. No significant or material orders were passed
by regulators or courts affecting the Company's
going concern status.

12. No material changes or commitments occurred
after the balance sheet date that affect the
Company's financial position.

13. There were no proceedings under the Insolvency
and Bankruptcy Code, 2016.

8® Directors' Responsibility Statement

The financial statements are prepared in accordance
with the Indian Accounting Standards (Ind AS) under
the historical cost convention on accrual basis except
for certain financial instruments, which are measured
at fair values, the provisions of the Companies Act,
2013 (to the extent notified) and guidelines issued
by SEBI.

To the best of their knowledge and belief and
according to the information and explanations
obtained by them and pursuant to Section 134 of the
Act (including any statutory modification(s) and/or
re-enactment(s) thereof for the time being in force),
your Directors confirm:

a) that in the preparation of the annual accounts
for the year ended 31 March 2025, the applicable
Accounting Standards have been followed along
with proper explanation relating to material
departures, if any;

b) that they had selected accounting policies and
applied them consistently and made judgements
and estimates that were 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 ended 31 March 2025 and of the profit of the
Company for the period;

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

d) that the annual accounts/financial statements
have been prepared on a going concern basis;

e) that proper internal financial controls were in place
and that the financial controls were adequate
and were operating effectively;

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

Green Initiative

In support of the Green Initiative of the Ministry of
Corporate Affairs and the Company's commitment
towards environmental sustainability, Ajanta
encourages shareholders to receive communications
such as the Annual Report, AGM Notice and other
documents in electronic form. We urge all shareholders
to register their e-mail addresses with their Depository
Participants or Registrar and Share Transfer Agent to
enable the Company to serve documents electronically.
This not only promotes paperless communication

but also contributes significantly to environmental
conservation. Let us collectively contribute to a greener
planet by opting for digital communications.

Gratitude & Acknowledgements

Your directors place on record sincere appreciation
for the contribution made by every Ajantaite during
the year under review. Company's consistent growth
was made possible by their hard work, solidarity,
cooperation and dedication. The Directors also wish
to express their gratitude to the Investors for the
confidence and faith that they continued to repose in
the Company. Board takes this opportunity to thank all
shareholders, analysts, business partners, government
and regulatory authorities, financial institutions, banks,
distributors, suppliers, business associates, medical
professionals and customers for their continued
guidance, encouragement and splendid support.

For and on Behalf of the Board of Directors

Mannalal B. Agrawal

Chairman

Mumbai, 30 April, 2025 DIN: 00073828