Sun Pharmaceuticals Industries Ltd Directors Report

Your Directors take pleasure in presenting the Thirty-Second Annual Report and Companys Audited Financial Statements for the financial year ended March 31, 2024 ("FY24").

Financial Highlights

The Companys financial performance for FY24:

	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations	202,751.7	208,121.4	484,968.5	438,856.8
Profit before exceptional item and tax	36,686.7	46,788.4	115,822.1	95,798.8
Exceptional Item	2,190.2	29,377.9	4,943.2	1,714.5
Profit before tax but after exceptional item	34,496.5	17,410.5	110,878.9	94,084.3
Profit after tax	28,581.8	16,907.2	96,484.4	85,608.4
Opening balance in Retained Earnings	127,908.8	136,120.8	436,102.5	376,456.5
Closing balance in Retained Earnings	127,310.4	127,908.8	501,545.5	436,102.5

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.

Consolidated Accounts

The consolidated financial statements for the year ended March 31, 2024 pursuant to Section 129(3) of the Companies Act, 2013, form part of this Annual Report.

Dividend

During the year under review, the Directors have declared an interim dividend of 8.50/- (Rupees Eight and Paise Fifty only) per equity share of 1/- (Rupee One only) each [previous year 7.50/- (Rupees Seven and Paise Fifty only) per equity share of 1/- (Rupee One only) each] for the year ended March 31, 2024.

In addition to above, the Directors have recommended a final dividend of 5/- (Rupees Five only) per equity share of 1/- (Rupee One only) each [previous year 4/- (Rupees Four only) per equity share of 1/- (Rupee One only) each] for the year ended March 31, 2024, subject to the approval of the shareholders at the ensuing 32^nd Annual General Meeting of the Company.

The total dividend payout for FY24 is 13.50/- (Rupees Thirteen and Paise Fifty only) per equity share of 1/- each [previous year 11.50/- (Rupees Eleven and Paise Fifty only) per equity share of 1/- (Rupee One only) each].

The dividend payout is in accordance with the Companys Dividend Distribution Policy. The policy is available on the website of the Company at https://sunpharma.com/policies.

Transfer to Reserves

The Directors do not propose any transfer to reserves.

Loans, Guarantees and Investments

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

Public Deposits

The Company has not accepted any deposit from the public during the year under review.

Changes in Capital Structure

During the year under review there was no change in the capital structure of the Company.

Credit Rating

There is no change in the credit rating and the same is disclosed in the Corporate Governance Report forming part of this Annual Report.

Subsidiaries/ Joint Ventures/ Associates

The statement containing the salient features of the Financial Statements of the Companys subsidiaries/ joint ventures/ associates is given in Form AOC – 1, provided in Notes to the consolidated financial statements, forming part of this Annual Report.

Details pertaining to entities that became subsidiaries/ joint ventures/ associates and those that ceased to be the subsidiaries/ joint ventures/ associates of the Company during the year under review are provided in the notes to the consolidated financial statements, forming part of this Annual Report.

Directors and Key Managerial Personnel

During the year, following were the changes in Directors/ Key Managerial Personnel:

1. Mr. Aalok Shanghvi (DIN: 01951829) is appointed as Whole-time Director for a term of five years commencing from June 1, 2023 to May 31, 2028 at the 31^st Annual General Meeting held on August 28, 2023.

2. Mr. Rolf Hoffmann (DIN:10200311) is appointed as an Independent Director for a term of five years commencing from June 15, 2023 to June 14, 2028 at the 31^st Annual General Meeting.

3. Mr. Sailesh Trambaklal Desai (DIN: 00005443), Whole-time Director retired and ceased to be the Director effective from March 31, 2024.

Subsequent to the year end at the Board Meeting held on May 22, 2024, Mr. Dilip Shanghvi, Managing Director, is also appointed as the Chairman of the Board with immediate effect.

Mr. Dilip Shanghvi, Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment.

The necessary disclosures required under the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointment is provided in the Notice of 32^nd Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are Independent of the management.

Familiarisation Programme for the Independent Directors

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme are available on the website of the Company at https://sunpharma.com/policies/

Board Performance Evaluation

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.

The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.

Remuneration Policy and Criteria for Appointment of Directors

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company.

Further, the Company has a Policy on remuneration of Directors, Key Managerial Personnel and other Employees. The salient features of the Remuneration Policy of the Company are as under: A. Guiding Principles for Remuneration: The Company shall remunerate all its personnel reasonably and sufficiently as per industry benchmarks and standards. The remuneration shall be commensurate to retain and motivate the human resources of the Company. The compensation package will, inter alia, take into account the experience of the personnel, the knowledge and skill required including complexity of his/her job, work duration and risks associated with the work, and attitude of the employee like positive outlook, team work, loyalty etc.

B. Components of Remuneration: The following will be the various remuneration components which may be paid to the personnel of the Company based on the designation and class of the personnel.

(a) Fixed compensation

(b) Variable compensation

c) Share based payments

(d) Non-monetary benefits

(e) Gratuity/group insurance

(f) Commission

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed at https://sunpharma.com/policies.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in ‘Annexure – A to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/ Corporate Office address or by email to secretarial@sunpharma.com.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY24.

Corporate Governance Report

The Corporate Governance Report and the certificate from the Auditors of the Company as stipulated in Schedule V of the Listing Regulations, are provided in a separate section and forming part of this Report.

Board Meetings

The Board of Directors of the Company met 6 (six) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report, which forms a part of this Report.

Committees of the Board

As on March 31, 2024, the Board has 6 (six) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Corporate Governance and Ethics Committee.

The details pertaining to the meetings and composition of the Committees of the Board are included in the Corporate Governance Report, which forms part of this Report.

Related Party Transactions

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at https://www.sunpharma.com/policies.

All contracts/ arrangements/ transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arms length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as ‘Annexure – B to this Report.

Internal Controls and Internal Financial Controls

The management team recognises that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the businesss scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.

The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability.

The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.

Whistle-blower Policy / Vigil Mechanism

At Sun Pharma, we are dedicated to upholding the pinnacle of professional integrity and ethical conduct in all our business dealings. A comprehensive Global Code of Conduct underpins our reputation as a distinguished global entity. This Code mandates that our employees embody the Companys core values and engage in business activities with unyielding integrity and the utmost ethical standards. Through our Global Whistle-blower Policy, management proactively works to avert any actions that deviate from this Code. This policy establishes a protected avenue for employees to responsibly report any infractions of the Code. The board-sanctioned Global Whistle-blower policy is accessible on our website at https://sunpharma.com/ policies. For more in-depth information regarding the Companys Vigil Mechanism, please refer to the Corporate Governance Report included within this Annual Report.

Global Internal Audit

The Global Internal Audit Function (GIA) operates with autonomy and authority at the corporate echelon, bolstered by the expertise of renowned external audit firms. This function conducts comprehensive risk-based audits across the Companys spectrum of operations, governance, risk management, and internal controls as necessitated. The GIA systematically reviews all business units and support functions on a rotational basis, ensuring the robustness and efficacy of business process controls. These evaluations encompass the architecture of financial and operational controls, their functional effectiveness, and the strategies for risk mitigation.

The GIA team is an assembly of professionals with credentials such as Chartered Accountants, Certified Internal Auditors, Certified Information System Auditors, Certified Fraud Examiners, Company Secretaries, MBAs, and Engineers. This department is instrumental in providing assurance and strategic counsel to management, aiming to refine the Companys procedural and systemic efficiency and effectiveness.

Governed by the Audit Charter sanctioned by the Boards Committee, the GIAs operations are meticulously defined to facilitate audits of the highest standard. The Audit Committee regularly scrutinises pivotal findings, imparts strategic direction, and evaluates the GIAs performance.

The Companys operational management diligently oversees the internal control milieu, ensuring the swift and thorough implementation of audit recommendations.

Enterprise Risk Management

The Board of Directors has established a Risk Management Committee to oversee the spectrum of organisational risks diligently. Detailed insights into the committees operations are provided in the Corporate Governance Report, an integral part of this document. The committee evaluates the effectiveness of risk mitigation strategies, ensuring they are robust and responsive. In line with this, the Board has endorsed a comprehensive Risk Management Policy, a Synopsis of which can be accessed on our website at https://sunpharma.com/policies/.

Our Company has instituted a holistic Enterprise Risk Management (ERM) Framework. This framework is instrumental in identifying, evaluating, prioritising, and managing critical risks that could impact our strategic and operational goals. The ERM is pivotal in harmonising the organisations risk appetite with its strategic direction, refining risk response decisions, minimising unexpected operational disruptions and losses, and bolstering stakeholder confidence.

The ERM team collaborates with department heads to pinpoint potential internal and external events that could impede the Companys objectives. It also continuously monitors shifts in the internal and external landscapes that may give rise to new risks. Risks such as financial, operational, sectoral, sustainability, cyber, strategic, compliance, social, geopolitical, third-party, and others are systematically classified. These are meticulously documented in a risk register, which includes comprehensive details like the risk area, description, rating, underlying causes, mitigation strategies, and action plans. This register is updated regularly to reflect the evolving risk environment.

Auditors

Statutory Auditor

S R B C & CO LLP, Chartered Accountants, (Firms Registration. No. 324982E/ E300003), have been re-appointed as the Statutory Auditor of the Company for a period of 5 (five) years at the 30^th Annual General Meeting of the Company to hold office till the conclusion of the 35^thAnnual General Meeting of the Company.

The Auditors Report for the financial year 2023-24 has been issued with an unmodified opinion.

The Auditors Report contains a comment on the requirement of maintenance of books of account which states that "the Company has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made using privileged/ administrative access rights, as described in note 55(11) to the standalone Ind AS financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of accounting software where audit trail has been enabled."

In the opinion of the Board of Directors, the comment in the Auditors Report is self-explanatory. Further, the Board of Directors confirms that subsequently the feature of recording audit trail has been enabled in compliance with the relevant legal requirements, as on the date of the Board meeting.

Secretarial Auditor

The Board had appointed KJB & CO LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for FY24. The Secretarial Audit Report in the Form No. MR - 3 for the year is provided as ‘Annexure – C1 to this Report.

The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark.

In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of two material unlisted Indian subsidiaries of the Company namely, Sun Pharma Laboratories Limited (SPLL) and Sun Pharma Distributors Limited (SPDL), was undertaken by KJB & CO LLP, Practicing Company Secretaries and the Secretarial Audit Reports issued by them are provided as ‘Annexure - C2 and ‘Annexure - C3 respectively to this Report. The Secretarial Audit Reports for these material unlisted Indian subsidiaries do not contain any qualification, reservation or adverse remark.

Cost Auditor

The Board has appointed K D & Co, Cost Accountants, (Firms Registration No. 004076) as Cost Auditor of the Company for conducting Cost Audit in respect of Bulk Drugs & Formulations of the Company for FY24.

The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

The Cost Audit Report for the year does not contain any qualification, reservation or adverse remark.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2024, is provided in a separate section and forms part of this Annual Report and is also made available on the website of the Company at https://sunpharma.com/investors-annual-reports-presentations.

Corporate Social Responsibility ("CSR")

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed at https://sunpharma.com/policies.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in ‘Annexure – D to this Report.

Conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as ‘Annexure – E to this Report.

Human Resources

FY24 was an exciting year for us. Our dedicated workforce worked relentlessly to ensure medicines continue to reach patients who rely on us. Driven by Sunology, our employees, who are spread across R&D centers, manufacturing sites, corporate offices and sales offices globally, enabled us in delivering a higher performance and stronger growth. The priority for the Human Resource function continued to provide a work environment which is safe, diverse, inclusive and full of growth opportunities. Going forward, focus will be on further enhancing our employer brand, providing growth & development opportunities to our employees along with focus on high performance and effectiveness.

Your Directors would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to the continued contribution.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

There were two complaints received during the year. All the complaints were disposed of and no complaints were pending as on the end of March 31, 2024.

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.

Regulatory Orders

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status.

Annual Return

The draft Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https:// sunpharma.com/annual-return.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

Other Disclosures

1. The Board of Directors of the Company at its meeting held on November 1, 2023 has approved the Composite Scheme of Arrangement for (1) Amalgamation of Sun Pharmaceutical Medicare Limited, Green Eco Development Centre Limited, Faststone Mercantile Company Private Limited, Realstone Multitrade Private Limited, Skisen Labs Private Limited, Wholly-owned Subsidiaries of the Company with the Company and (2) Reclassification of general reserves to retained earnings, subject to necessary approvals required under the Companies Act, 2013. This Composite Scheme of Arrangement is in supersession of the Scheme of Amalgamation approved by the Board on May 30, 2022.

The Company has made an application to the BSE Limited and National Stock Exchange of India Limited for obtaining NOC of the stock exchanges, upon receipt of NOC, the application shall be filed with the National Company Law Tribunal.

2. During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

3. There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for FY24, the applicable accounting standards have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Acknowledgements

Your Directors wish to thank all stakeholders, employees and business partners, Companys bankers, medical professionals and business associates for their continued support and valuable cooperation.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Dilip Shanghvi	Aalok Shanghvi
Chairman and Managing Director	Whole-time Director
(DIN: 00005588)	(DIN: 01951829)
Place: Mumbai
Date: May 22, 2024