( 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 Rs28 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.eom//images/ DividendPolicy.pdf. Details of share buyback is given in following paragraph.

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".

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 Rs 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 Rs 2,770/- per equity share. Total amount spent on buyback was Rs 350 Crore consisting of Rs 285 Crore paid to shareholders and buyback tax of Rs 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 Rs 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 Rs 2 per share.

Disclosures pertaining to Employees' Stock Options Scheme are available on the Company's website at g https://njnntnphnrmn.com/njnntn/lnvestors/ annual results/Rsvear=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.

Listing at Stock Exchanges

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

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 Dalai 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 Dalai (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.

Lead 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.

fjPi 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:

gj https://njnntnphnrmn.eom//imnges/ PolicvfordeterminingqualificationsofDirector.pdf

Q https://ajantapharma.eom//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.

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.

, 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 continues 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

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.

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.

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.eom//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.

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 gualifications, 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 gualified 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 reguired.

As per SEBI Listing Regulations (Third Amendment), 2024, the Company is reguired 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 adeguate 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 reguirements;

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 guarterly 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 input costs.

Directors' Report

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.

(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.

Vigil Mechanism/Whistle-Blower ¹ 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-Policv- Feb-2023.pdf. with the designated email address for reporting genuine concerns being Q whistleblowerra njnntnphnrmn.com. It is affirmed that during the year, no complaint was received under this policy.