Astrazeneca Pharma India Ltd Directors Report

Your Directors are pleased to present the 45^th Annual Report together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL RESULTS

( in million)

Particulars	2023-24	2022-23
Sales and Other Income	13,303	10,291
Profit/(Loss) Before Tax	2,195	1,341
Provision for Taxation
- Income Tax	589	383
- Adjustment for Deferred Tax	(9)	(35)
Total Tax	580	348
Profit/(Loss) after Taxation	1,615	993
Other comprehensive income/(loss) for the year	10	(26)
Total comprehensive income for the year	1,625	967
Surplus brought forward from the previous year	4,556	3,790
Impact of Ind AS 116	-	-
Total amount available for appropriation	6,181	4,756
Appropriation made by Directors
Transfer to General Reserve	-	-
Appropriation recommended by Directors
Dividend	(400)	(200)
Tax on proposed Dividend	-	-
Surplus carried over	5,781	4,556

Dividend

The Board is pleased to recommend dividend of 24/- per equity share of 2 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose.

Business

The Company registered product sales of 12,056 million versus last year sales of 9,417 million delivering growth of 28%. Also, the Company achieved a total comprehensive income of 1,625 million, with a growth of 68%, during FY 2023-24.

Aligned to our global strategy, growth through innovation strategy of the Company worked well with innovative molecules like Osimertinib (Tagrisso), Olaparib (Lynparza), Durvalumab (Imfinzi), Benralizumab (Fasenra), Ticagrelor (Brilinta) and newly launched Trastuzumab-Deruxtecan (Enhertu) and Selumetinib (Koselugo).

Oncology Business Unit

In the financial year of 2023-24, the Oncology Business continued to significantly advance our mission to push the boundaries of science to change the practice of medicine and transform the lives of patients living with cancer.

We continued to deliver strong performance across our priority tumor areas of Lung, Breast, Gastrointestinal, Genitourinary and Gynecological cancers, with the overall oncology business achieving growth of 43% in the financial year 2023-24. Our therapy area growth and leadership are underpinned by accelerating emerging and differentiated science in collaboration with Key External Experts and Medical societies to Oncology fraternity as well as shaping diagnostic landscape espcially Next Generation sequencing for Lung Cancer to help treating specialists to identify right therapy for right patients including our targeted portfolio.

Lung Cancer: Scientific advancements are strengthening the potential of our medicines to improve long-term outcomes for patients with lung cancer. We are continuing to build a comprehensive portfolio of lung cancer medicines and indications to meet the needs of patients across stages of disease. Tagrisso continues to be a standard of care for appropriate and indicated lung cancer patients in both advanced and early-stage resectable settings who harbor an EGFR mutation. Tagrisso is one of the Top Ten oncology brands in India as per IPSOS MAT Jun23 and continues to be the largest oncology brand by sales for AstraZeneca India. Imfinzi is another AstraZeneca brand with key indications in Lung Cancer across both Non-Small Cell and Small Cell Lung Cancer and has demonstrated robust growth across lung cancer indications in 2023-2024.

Our commitment to advance patient outcomes in Lung Cancer extends beyond our medicines and in financial year 2023-24 we were excited to launch new initiatives in collaboration with the governments of Karnataka and Goa to increase early diagnosis of lung cancer within those states.

Breast Cancer: We are committed to redefine clinical practice and transform outcomes for patients with breast cancer. A key catalyst for our growth in breast cancer was the launch of Transtuzumab Deruxtecan (Enhertu) for HER-2 positive metastatic breast cancer in January 2024. Enhertu has been granted breakthrough designation by the USA FDA, highlighting its scientific innovation and potential relevance to meeting the unmet needs of breast cancer patients. Initial feedback from oncologists and adoption of Enhertu in India from January to March 2024 has been strong, establishing the foundation for continued robust growth in 2024. In March 2024, Enhertu also received another key indication approval in Breast Cancer for treatment of adult patients with unresectable or metastatic HER-2 low breast cancer who have received a prior chemotherapy in the metastatic setting or developed disease recurrence during or within six months of completing adjuvant chemotherapy.

Gastrointestinal Cancer: Given the high prevalence of Gastrointestinal (GI) cancers in India, AstraZeneca is committed to bringing innovative treatment solutions to support patients with GI cancers. The last financial year saw the continued adoption of TOPAZ 1 indication with Durvalumab (Imfinzi) as a standard of care for indicated patients with advanced Biliary Tract Cancer (BTC). The rapid adoption and growth of Imfinzi in BTC was the key driver for the overall growth of the brand in the financial year 2023-24 and has laid a strong foundation for future growth in GI cancers. The Company plans to build on its presence in GI cancers with additional indications for Imfinzi and other products including Enhertu. In March 2024, Enhertu received an approval for the treatment of adult patients with locally advanced or metastatic HER2-positive gastric or gastroesophageal (GEJ) adenocarcinoma who have received a prior Trastuzumab based regimen.

Genitourinary/Gynecological Cancers: In genitourinary and gynecological cancers, we aim to transform treatment paradigms through the delivery of innovative treatments that will redefine patient outcomes. We expect to build on our current portfolio of Lynparza and Zoladex with additional indications encompassing Imfinzi and additional new products. In March 2024, with the loss of patent exclusivity in India for Lynparza, we saw the launch of several generic versions of Olaparib and consequent expected erosion in the market share for Lynparza. Overall, we are excited at the progress achieved by our oncology business in the financial year 2023-24. AstraZeneca is one of the top five leading companies in Oncology business in India as per the Sales Audit Report for June MAT 2023 of IPSOS Research Private Limited, an independent international market research company.

BioPharmaceutical Business Unit

In the financial year of 2023-24, BioPharmaceutical division remained steadfast in advancing our mission of life-altering solutions to patients. Despite facing competition from generic brands, overall BioPharmaceutical Business demonstrated robust performance, achieving a noteworthy growth of 9% during the financial year.

Ticagrelor (Brilinta) is approved for treatment in Acute Coronary Syndrome (ACS) and used in high-risk Post MI patients further gaining momentum with an achievement of 27% growth year-on-year despite loss of exclusivity by parent company. Our continued focus on the awareness of use of potent anti-platelet drugs in ACS including the correct diagnosis and science behind the product led us to this achievement despite the presence of several generics in the market.

In the financial year 2023-24, Fasenra the first Biologic from AstraZeneca to treat Severe Eosinophilic Asthma (SEA) has touched more than 600 Patients. It is regarded as the most effective, convenient, and safe therapy for SEA by the Pulmonologists and Patients. Fasenra also attained Value Leadership in Biologics Market during this period. (Source: IPSOS Sales Tracker Data)

Forxiga franchise, as part of the SGLT2 class of drug (Sodium Glucose Cotransporter Inhibitors), grew despite strong headwinds from several companies who launched generic versions of Dapagliflozin. We continue to focus on high science and approval of Forxiga 10 mg in new indications like HFrEF and Chronic Kidney Disease which are helping SGLT2 inhibitors to be used early for these indications irrespective of the presence of type 2 diabetes.

The Company and Mankind Pharma Limited have entered into an exclusive distribution agreement for AstraZenecas Symbicort in India. The partnership aims at expanding the reach for the inhaler to more patients while the Company continues its strategy around Access and Specialist and focus on biologics and new launches in Respiratory & Immunology and Vaccines & Immunisation (R&I and V&I) portfolio.

Rare Disease Business Unit:

In the financial year 2023-24, the Company forayed into the Rare Diseases segment with the launch of Selumetinib (Koselugo), the first and only approved therapy for the treatment of paediatric patients with neurofibromatosis type 1 (NF1) who have inoperable plexiform neurofibromas (PN).

Several medical awareness initiatives were undertaken by the Company, including actively engaging with Patient Advocacy Groups (PAGs) such as Organization for Rare Diseases India (ORDI), conducting speaker programs led by globally renowned opinion leaders in the NF1 space, and participating in ‘Race for 7 by ORDI on Rare Disease Day. The Company is also working closely with the government to ease the challenges faced by patients living with rare diseases. This includes working with key stakeholders to widen the ambit of the diseases included in the National Policy for Rare Diseases (NPRD), increasing the number of Centers of Excellence where patients can seek treatment, and collaborating with PAGs to incorporate patient perspectives into the development of healthcare policies. Multiple insightful roundtables were arranged in collaboration with Federation of Indian Chambers Of Commerce & Industry (FICCI), Invest India, Department of Pharmaceuticals and Sweden Chamber of Commerce, bringing together government stakeholders along with PAGs and patients. The Company also collaborated with the Swedish Embassy for a tree plantation drive at the embassy on Rare Disease Day to further amplify awareness and advocacy.

With a robust pipeline of life-changing medications and unwavering patient advocacy efforts, the Company is dedicated to alleviating the impact of Rare Diseases in India.

Manufacturing

The Companys excellent safety and quality performance at its manufacturing facility continues. The manufacturing site celebrated 10 years without Lost Time Injury. Safety Health and Environment and Quality audits at the manufacturing facility were conducted in the year 2023 which have no critical observations cited both by internal and external auditors.

The Manufacturing site was awarded Certification of Appreciation by the National Safety Council of India, in recognition of Safety best practices in the Pharma sector.

The sites supply performance remains strong with 100% stock availability and zero stockouts, ensuring unrestricted supply to patients.

Productivity projects implemented on site are:

• Switch plan of packaging lines, resulting in reduction of semi-automated lines from 4 to 3.

• Maintaining headcount and partnering to have a strong people development plan.

The site is on track to deliver our bold ambition of zero carbon by 2025. Further, the site also developed carbon zero glidepath, with many initiatives, such as:

• Upgradation of air handling unit motor to Electronically Commutated Fans, ensured approximately 35% power savings.

• Energy conservation and sustainability projects throughout the years has resulted in switching-off one transformer and one 750 KVA DG set.

Water saving initiatives have benefited in conservation of water by 20%.

In November 2023, the Company announced to position the manufacturing site for sale in a fully operational manner and begin a search for a buyer who can also act as a Contract Manufacturing Organization for Companys products manufactured or packed at this site, subject to receipt of necessary statutory approvals. The site continues to ensure that the supply is maintained for our patients.

Material changes and commitment, if any, affecting financial position of the Company from the end of the Financial Year and till the date of this Report

There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Deposits

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Safety, Health and Environment

Safety, Health, and Well-being of employees continued to be at the forefront of organisational initiatives in the financial year 2023-24. The Company emphasised on the ongoing road safety campaign, aimed to enhance the on-road safety of AstraZeneca riders and reduce accidents in the field.

Employee Assistance Programme was strengthened. The Emergency Response Team (ERT) was reconstituted in the Company Head Office, demonstrating a commitment to create a safe and supportive work environment for all employees, both in the office and in the field. Annual health check-up was rolled out for employees in field and head office of the Company.

Human Resources and Employee Relations

The Company continues to be committed in providing career opportunities for its employees and enable their growth and development. During the year, the Company invested in talent development programs to accelerate talent pipeline for country leadership roles with continued investment on education, exposure, and experience through global, regional, and local programs, job rotations and stretch assignments.

The Companys commitment to Inclusion and Diversity is enabling it to future-proof its business by ensuring that we continue to attract and retain top talent from various backgrounds and with different experiences. Cultivating an environment where all employees feel psychologically safe to contribute wholly and to the best of their abilities continues to remain a long-term priority of the Company.

The Companys performance development approach reflects the innovative, high-performing Company it is.

Performance development is part of the Companys commitment to its people and plays an important role in creating a culture of growth - a culture that enables each of the Companys employees to maximise their potential and continue to develop, in order to collectively meet the Companys Bold Ambition.

Number of Employees

The total number of employees of the Company as on March 31, 2024 was 940 as against 947 as on March 31, 2023.

Legal Matters

In the last years Boards Report, members were inter-alia informed about Arbitration proceedings initiated by National Highway Authority of India (NHAI) before Arbitrator at Bengaluru in relation to first acquisition of land made by NHAI in 2004 and the arbitration proceedings invoked by the Company seeking, inter-alia, enhancement of compensation from NHAI in respect of second acquisition of land made by NHAI in 2011. During the financial year under review, the Arbitration proceedings initiated by NHAI in relation to first acquisition of land by NHAI in 2004 was heard by the Arbitrator and the same is now reserved for passing award. As regards to Arbitration on the second acquisition by NHAI, there has been no reportable development.

Further, the members were also informed about Writ Petition filed by the Company before the Honble High Court of Karnataka challenging the demand notice received from Bruhat Bengaluru Mahanagara Palike (BBMP) dated August 7, 2014 demanding improvement charges from the Company and the interim stay granted by the Honble High Court of Karnataka. The matter was heard and reserved for judgement during the previous year, however the court had posted the matter back for further hearing. During the year under review, the matter came up for further hearing multiple times and on April 4, 2024, the matter was removed from part heard category and posted the matter for fresh hearing.

In the last years Boards Report, the members were also informed about the Company receiving a demand notice for an amount of 157.39 crore (and interest thereupon) under Trade Margin Rationalisation notification (‘TMR notification) from National Pharmaceutical Pricing Authority (NPPA) alleging overcharging of a patented anti-cancer drug sold during the period of March 8, 2019 to January 31, 2021. The said drug has been included with certain other anti-cancer medicines, on which trade margin caps are applicable under TMR notification. Based on evaluation, management is of the view that the TMR notification is not applicable to the aforesaid patented drug and all applicable laws relating to the pricing of the product have been complied with. The Company has filed a Writ Petition before the High Court of Delhi challenging the NPPAs demand notice, and the Writ Petition is currently pending final hearing.

Transfer to Investor Education and Protection Fund

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in the financial year 2023-24.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors state in terms of Section 134 (5) of the Companies Act, 2013 (the Act):

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2024 and of the profit and loss of the Company on that date.

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

d) that they had prepared the annual financial statements on a going concern basis.

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees. There is zero tolerance of discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, there were three complaints received by the Internal Complaints Committee out of which two were disposed off during the year and one was pending at the end of the year and the same was disposed off before the date of this report.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Board Meetings

During the financial year, 7 Meetings of the Board were held.

For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), performance evaluation exercise was carried out for evaluation of the performance of the Board as a Whole, the Chairman, Independent Directors and the Non-Independent Directors.

The Company had formulated a questionnaire to carry out the evaluation exercise. The questionnaire has been structured to embed various parameters based on identified criteria such as composition, functioning of the Board/ committees, process, individual roles/obligations etc., and framework to carry out the evaluation effectively.

Further as part of the process, Chairperson of the Nomination and Remuneration Committee provided feedback to the Board members on the evaluation carried.

As required under Listing Regulations, the Independent Directors held a separate meeting on February 8, 2024. All the Independent Directors attended the meeting. The Independent Directors discussed/reviewed the matters specified in Regulation 25(4) of the Listing Regulations.

Nomination and Remuneration Policy of the Company

The Company has adopted a Nomination and Remuneration Policy relating to appointment and remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company, which inter alia govern the selection/nomination of Board members, appointment to Senior Management levels, review and approval of their remuneration etc. The policy is available at https:// www.astrazeneca.in/content/dam/az-in/pdf/files/AprNomination%20and%20Remuneration%20Policy.pdf

Vigil Mechanism/Whistle-Blower Policy

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The mechanism provides for adequate safeguards to Director(s)/Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairperson of the Audit Committee. The Whistle Blowing Policy is available at https://www.astrazeneca.in/content/dam/az-in/pdf/2024/ Whistle-Blowing-Policy.pdf

Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy which is annexed as Annexure – I, which forms part of this Report. The Dividend Distribution Policy is also available at https://www.astrazeneca.in/content/dam/az-in/pdf/2017/ Dividend%20Distribution%20Policy.pdf

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed as Annexure – II, which forms part of this Report.

Related Party Transactions

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Senior Management which may have a potential conflict with the interest of the Company at large.

The Company entered into materially significant related party transactions with AstraZeneca UK Limited and AstraZeneca AB, Sweden for purchase, transfer and receipt of products, goods, material, services and reimbursement on account of transfer price or other obligations. The same is within the limits duly approved by the Members at the 44^th Annual General Meeting.

Further, the Company has taken the approval of Members of the Company at its 44^th Annual General Meeting for the transactions to be entered by the Company with AstraZeneca UK and AstraZeneca AB, Sweden which was valid till the 45^th Annual General Meeting.

Further, to meet the requirement of the growing business, approval of members of the Company is being sought for the transactions to be entered by the Company with AstraZeneca UK and AstraZeneca AB, Sweden for a period from the date of approval by the shareholders for these transactions, till March 31, 2025.

All Related Party Transactions are placed before the Audit Committee for its prior approval. Omnibus approval of the Audit Committee is obtained for transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at www.astrazeneca.in/content/dam/az-in/ pdf/2022/investor-relations/Policy-on-Related-Party-Transaction.pdf

Details of the related party transactions as required under Section 134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed as Annexure – III, which forms part of this Report.

Risk Management

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review is carried out to ensure that executive management controls risks by means of a properly defined framework.

The Company has formulated a Risk Management Policy which will guide the Risk Management Committee and the internal team to effectively manage the risks that the business faces.

The details of Risk Management Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this report.

Corporate Social Responsibility

The Companys trust in the power of science is sustaining and growing, helping us transform the future of healthcare and the health of people, society and the planet. At AstraZeneca, our purpose and our values of doing the right thing, impels us to strive towards building healthier societies, forging partnerships to tackle major health challenges.

Sustainability at AstraZeneca means harnessing the power of science and innovation and our global reach to build a healthy future for people, society and the planet.

The Company is playing its part in tackling the biggest challenges of our time, from climate change to access to healthcare and disease prevention. By using a science-led approach and ensuring we act with integrity and in accordance with our values, the Company is transforming the future of healthcare and making a positive impact.

The Company seeks to create value beyond the impact of our life changing medicines, by embedding sustainability into everything.

Our three-pronged Sustainability ambition includes:

Access to healthcare: Increasing access to life-saving treatments, promoting prevention and strengthening global healthcare resilience and sustainability.

Environment protection: Accelerating the delivery of net-zero healthcare, proactively managing our environmental impact across all activities and investing in nature and biodiversity.

Ethics and Transparency: Ensuring ethical, open and inclusive behaviour across.

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

Corporate%20Social%20Responsibility%20PolicyS.pdf

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

Annual Return of the Company

In terms of the requirements of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available at www.astrazeneca.com/india.

Details of remuneration of Directors/Key Managerial Personnel

The information relating to remuneration of Directors/Key Managerial Personnel as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, is annexed as Annexure - V, which forms part of this Report.

Particulars of Employees

The statement under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure – VI, which forms part of this Report.

However, the said Annexure shall be provided to Members on a specific request made in writing to the Company. The said information is open for inspection and any member interested in obtaining the copy of the same may write to the Company Secretary.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Regulations is annexed as Annexure - VII, which forms part of this Report.

Corporate Governance

A detailed report on corporate governance as required under the Listing Regulations is annexed as Annexure VIII, which forms part of this Report. Certificate of the Practising

Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Report on Corporate Governance.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board, as required under Section 143(12) of the Act and Rules framed thereunder.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any Loan, or provided any Guarantee or made Investments within the meaning of Section 186 of the Companies Act, 2013.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review, there was no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

Committees

Pursuant to Section 178 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on May 30, 2014, had constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. Pursuant to Section 135 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors at its meeting held on August 12, 2014 had constituted the Corporate Social Responsibility Committee. Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors at its meeting held on February 6, 2019 had constituted the Risk Management Committee. Details of these Committees including the Audit Committee are furnished in the Corporate Governance Report.

Directors and Key Managerial Personnel

The Companies Act, 2013 provides for appointment of Independent Directors, who shall hold office for a term of up to 5 consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a special resolution by the Company. Further, the provisions of retirement by rotation as envisaged under Section 152 of the Companies Act, 2013, shall not apply to such Independent Directors. The Independent Directors of the Company Mr. Narayan K Seshadri, Ms. Revathy Ashok and Ms. Shilpa Divekar Nirula, have furnished the required declaration under the provisions of Section 149 of the Companies Act, 2013, affirming that they meet the criteria of independence.

Changes to the Board of Directors

The following Directorship changes occurred in the Board during the year and up to the date of this report:

Retirement/Resignation from the Board:

(a) Mr. Rajesh Marwaha retired from the office of Chief Financial Officer and Director with effect from September 30, 2023.

(b) Ms. Weiying Sarah Wang (Non-Executive Director) resigned with effect from February 8, 2024 due to change in her roles and responsibilities within AstraZeneca Group.

(c) Mr. Ankush Nandra (Non-Executive Director) resigned with effect from May 27, 2024 due to change in his roles and responsibilities within AstraZeneca Group.

Appointments to the Board:

(a) Ms. Hooi Bien Chuah was appointed as Additional Director (Non-Executive) of the Company by the Board of Directors, with effect from November 9, 2023.

(b) Ms. Sylvia Lorena Varela Ramon was appointed as Additional Director (Non-Executive) of the Company by the Board of Directors, with effect from December 21, 2023.

Further, Ms. Hooi Bien Chuah and Ms. Sylvia Lorena Varela Ramon were appointed as Directors of the Company with effect from February 6, 2024 by the members of the Company through the Postal Ballot process.

(c) Ms. Bhavana Agrawal was appointed as Additional Director and Whole-time Director of the Company by the Board of Directors, with effect from February 8, 2024. Further, the members of the Company appointed Ms. Bhavana Agrawal as the Director and Whole-time Director of the Company with effect from Februay 8, 2024, for a period of three years, through the Postal Ballot process.

Pursuant to Section 152 of the Companies Act, 2013, Dr. Sanjeev Kumar Panchal, Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A resolution in this behalf is set out at Item No. 3 of the Notice of the Annual General Meeting.

Pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings, brief resume and other disclosures relating to the Director who is proposed to be re-appointed are given in the Annexure to the Notice of the 45^th Annual General Meeting.

The details of familiarisation programme and annual board evaluation process for Directors have been provided in the Corporate Governance Report.

As on date, Dr. Sanjeev Kumar Panchal, Managing Director, Ms. Bhavana Agrawal, Chief Financial Officer and Director and Ms. Manasa. R, Company Secretary, are the Key Managerial Personnel of the Company.

Auditors

Statutory Auditors:

At the Annual General Meeting held on August 9, 2021, the present statutory auditors, M/s. Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No. 304026E/ E-300009), were re-appointed as statutory auditors of the Company for a period of 5 years viz., till the conclusion of 47^th Annual General Meeting.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments made thereto, the Company engaged the services of Mr. Vijayakrishna K.T., Practising Company Secretary to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report in Form MR-3 is annexed as Annexure – IX, which forms part of this Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Cost Auditors:

The Board of Directors of the Company, based on recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru, (Registration No. 000065), as Cost Auditor of the Company, for conducting the Cost Audit for the financial year 2024-25, on a remuneration as mentioned in the Notice convening the 45^th Annual General Meeting.

A Certificate from M/s. Rao, Murthy & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company is in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

The Cost Audit Report for the year 2022-23 was filed with the Ministry of Corporate Affairs on September 7, 2023.

The Company maintains the cost records as specified by the Central Government under section 148 (1) of the Act.

Acknowledgements

Your Directors take this opportunity to thank AstraZeneca Pharmaceuticals AB, Sweden and AstraZeneca PLC, UK for their valuable guidance and strong support to the Companys operations during the year.

Your Directors would also like to thank the Central and the State Governments, other Statutory and Regulatory Authorities, the Companys Bankers, the Medical Profession and Trade, Vendors and Business Associates and the Members for their continued valuable support to the Companys operations.

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

	On behalf of the Board of Directors
Place: Bengaluru	Narayan K. Seshadri
Date: May 27, 2024	Chairman