Your Directors have pleasure in presenting their 15th Annual Report together with the Audited Statement of Accounts for the year ended
31st March, 2025.
1. Operations and State of Affairs of the Company: (H in Crores)
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Particulars
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Standalone Basis
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Consolidated Basis
|
|
For the year ended 31st March
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2025
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2024
|
2025
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2024
|
|
Revenue from operations
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6,032.63
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5,874.06
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6,672.08
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6,228.63
|
|
Other Income
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47.88
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31.32
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42.55
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28.31
|
|
Profit for the year before Interest, Depreciation and Tax
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949.27
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1,029.84
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1,053.06
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960.68
|
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Less:
|
|
|
|
|
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Interest
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76.47
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54.47
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78.77
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56.19
|
|
Depreciation
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277.08
|
271.14
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2 78.58
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272.67
|
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Tax Expense
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105.4/
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<7.75
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125.17
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16.01
|
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Exceptional Item
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(12.87)
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-
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(12.87)
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-
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Net Profit for the year
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503.12
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666.48
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583.42
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615.82
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Retained Earnings - Balance brought forward
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4,160.91
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3,651.68
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4,027.01
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3,568.44
|
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Dividend paid on Equity Shares during the year
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(216.22)
|
(157.25)
|
(216.22)
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(157.25)
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Balance carried forward
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4,447.81
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4,160.91
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4,394.22
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4,027.01
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The break-up of consolidated sales including export incentives is as under: (H in Crores)
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Particulars
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2025
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2024
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Formulations
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India Branded Business
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2,339.25
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2,200.26
|
| |
International Business
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3,199.95
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2,782.15
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API
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India Business
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279.15
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283.61
|
| |
International Business
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853.73
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962.61
|
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Total
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6,672.08
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6,228.63
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The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian
Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act").
2. Dividend:
The Board of Directors at their meeting held on 6th May, 2025 has recommended Dividend of H11/- (550%) per equity share having
face value of H2/- each for the financial year 2024-25 which is the same as the Dividend of H11/- (550%) per equity share having
face value of H2/- each for the financial year 2023-24.
3. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015")
forms part of this Annual Report. Certain Statements in the
said report may be forward-looking. Many factors may affect
the actual results, which could be different from what the
Directors envisage in terms of the future performance and
outlook.
4. USFDA Audit:
During the year under review, our Oral Solid Formulation
Facility (F-1), Oncology (Injectable and Oral Solid)
Formulation Facility (F-2), Oral Solid Formulation Facility
(F-4) were inspected by USFDA. The Company has received
the Establishment Inspection Report (EIR) for all the above
facilities. Further, API-III Facility was successfully inspected by
USFDA in the month of March, 2025 for which EIR is awaited.
Our Bioequivalence Facility located at Vadodara was also
inspected by the USFDA with 1 procedural observation.
The Company has submitted its compliance within the
stipulated period.
5. Financing:
During the year under review, the financing requirement
of the Company has been met through working capital
loans from multiple banks as well as issuance of commercial
papers (CPs).
6. Subsidiaries, Associates and Joint Venture:
A statement containing the salient features of the financial
statements of subsidiary/associate/joint venture companies,
as per Section 129(3) of the Act, is part of the consolidated
financial statements.
The Company has taken steps to dissolve the following step
down subsidiaries: i) Okner Realty LLC, ii) Alembic Labs LLC,
iii) Alnova Pharmaceuticals SA, iv) Dahlia Therapeutics SA,
v) Genius LLC, and vi) Alembic Mami SpA. Out of the above,
i) Okner Realty LLC and ii) Alembic Labs LLC have been
dissolved. During the year under review, two step down
subsidiaries i.e. TicTwo Therapeutics Inc. and Alembic Life
Sciences Inc. are acquired and incorporated respectively.
In accordance with fourth proviso of Section 136(1) of
the Act, the Annual Report of the Company, containing
therein its standalone and the consolidated financial
statements has been placed on the website of the Company,
www.alembicpharmaceuticals.com. Further, as per fifth
proviso of the said section, audited annual accounts of
each of the subsidiary companies have also been placed
on the website of the Company. Shareholders interested in
obtaining a physical copy of the audited annual accounts
of the subsidiary companies may write to the Company
Secretary requesting for the same.
7. Directors:
During the year under review, the Board of Directors
on recommendation of Nomination and Remuneration
Committee ("NRC") appointed Ms. Geeta Goradia (DIN:
00074343) as an Additional Director, designated as
I ndependent Director of the Compa ny w.e.f. 3rd February, 2025
for a period of five consecutive years.
Dr. Archana Hingorani (DIN: 00028037), Independent
Director of the Company retired effective from
3rd February, 2025, end of day, on completion of her second
term of five consecutive years as Independent Director of
the Company. The Board placed on record its appreciation
for the valuable contributions made by her towards growth
of the Company.
The Board of Directors at its meeting held on
6th May, 2025 have appointed Mr. Chirayu Amin
(DIN: 00242549) as Executive Chairman and re-appointed
Mr. Pranav Amin (DIN: 00245099) as Managing Director of
the Company for a period of five years, effective from 1st April,
2026, subject to approval of the members at the ensuing
Annual General Meeting ("AGM").
In accordance with the provisions of Section 152 and
other applicable provisions, if any, of the Act and the
Articles of Association of the Company, Mr. Shaunak Amin
(DIN: 00245523), Managing Director of the Company, will
retire by rotation at the ensuing AGM and being eligible
offers himself for re-appointment.
8. Key Managerial Personnel:
Mr. Chirayu Amin, Chairman & Chief Executive Officer,
Mr. Pranav Amin, Managing Director, Mr. Shaunak Amin,
Managing Director, Mr. R. K. Baheti, Director - Finance &
CFO and Ms. Manisha Saraf, Company Secretary are Key
Managerial Personnel of the Company.
9. Meetings of the Board:
Four (4) Board Meetings were held during the financial year
ended 31st March, 2025. The details of the Board Meetings
with regard to their dates and attendance of each of the
Directors thereat have been provided in the Corporate
Governance Report.
10. Independent Directors:
The Company has received declarations/confirmations from
all the Independent Directors of the Company as required
under Section 149(7) of the Act read with Rule 6 of the
Companies (Appointment and Qualifications of Directors)
Rules, 2014 and Regulation 25(8) of the SEBI Listing
Regulations, 2015.
11. Performance Evaluation:
Pursuant to the provisions of the Act, SEBI Listing Regulations,
2015 and NRC and the Board has carried out the annual
performance evaluation of the Board of Directors, its
Committees and individual Directors by way of individual
and collective feedback from Directors. The Independent
Directors have also carried out annual performance evaluation
of the Chairperson, the non-independent directors and the
Board as a whole. Structured questionnaires covering the
evaluation criteria laid down by the NRC, prepared after
taking into consideration inputs received from Directors,
were used for carrying out the evaluation process.
The Directors expressed their satisfaction with the evaluation
process.
12. Audit Committee:
In compliance with the requirements of Section 177 of the Act
and Regulation 18 of the SEBI Listing Regulations 2015, the
Company has formed an Audit committee. The composition
of the Committee is provided in the report on Corporate
Governance forming part of this Report. The Committee
inter alia reviews the Internal Control System, Reports
of Internal Auditors, Key Audit Matters presented by the
Statutory Auditors and compliance of various regulations.
The Committee also reviews the financial statements before
they are placed before the Board. During the financial year
2024-25, the recommendations of Audit Committee were
duly accepted by the Board.
13. Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Section 177(9) & (10) of the Act
and Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil
Mechanism/Whistle Blower Policy for directors, employees
and other stakeholders to report genuine concerns has been
established. The same is uploaded on the website of the
Company and the web-link as required under SEBI Listing
Regulations, 2015 is as under:
https://alembicpharmaceuticals.com/webfiles/pdf/Investor/
governance-philosophy/Whistle-Blower-Policy.pdf
14. Internal Control Systems:
The Company's internal control procedures which includes
internal financial controls, ensures compliance with various
policies, practices and statutes and keeping in view the
organization's pace of growth and increasing complexity
of operations. The internal auditors' team carries out
extensive audits throughout the year across all locations
and across all functional areas and submits its reports to
the Audit Committee.
15. Corporate Social Responsibility:
Alembic Group has been proactively carrying out CSR
activities since more than fifty years. Alembic Group has
established, nurtured and promoted various Non-Profit
Organizations focusing on three major areas - Education,
Healthcare and Rural Development.
In compliance with requirements of Section 135 of the Act,
the Company has laid down a CSR Policy. The composition
of the Committee, contents of CSR Policy and report on
CSR activities carried out during the financial year ended
31st March, 2025 in the format prescribed under the
Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed herewith as Annexure A.
16. Policy on Nomination and Remuneration:
In compliance with the requirements of Section 178 of the
Act and Regulation 19 of the SEBI Listing Regulations, 2015,
the Company has laid down a Nomination and Remuneration
Policy which has been uploaded on the Company's website.
The web-link as required under the Act is as under:
https://alembicpharmaceuticals.com/webfiles/pdf/
Investor/governance-philosophy/Nomination%20and%20
Remuneration%20Policy.pdf
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy
2) Definitions for the purposes of the Policy
3) Policy for appointment and removal of Director, KMP
and Senior Management
4) Policy relating to the Remuneration for the Managerial
Personnel, KMP, Senior Management Personnel & other
employees
5) Remuneration to Non-Executive/Independent Director
Considering the evolving dynamics and in order to maintain
alignment of the policy with our organization's goals and
objectives, the Nomination and Remuneration policy of the
Company was amended during the year.
17. Dividend Distribution Policy:
In compliance with the requirements of Regulation 43A of the
SEBI Listing Regulations, 2015, the Company has laid down
a Dividend Distribution Policy, which has been uploaded on
the Company's website. The web-link as required under SEBI
Listing Regulations, 2015 is as under:
https://alembicpharmaceuticals.com/webfiles/pdf/Investor/
governance-philosophy/APL-Dividend%20Distribution%20
Policy.pdf
18. Related Party Transactions:
Related party transactions that were entered into during the
financial year were on arm's length basis and were in ordinary
course of business. There were no related party transactions
which could be considered material. Hence, there is no
information to be provided as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014.
There are no materially significant related party transactions
made by the Company which may have potential conflict
with the interest of the Company.
The Board has approved a policy for related party transactions
which has been uploaded on the Company's website.
The web-link as required under SEBI Listing Regulations, 2015
is as under:
https://alembicpharmaceuticals.com/webfiles/pdf/Investor/
governance-philosophy/10-RPT-Policy-1.pdf
19. Corporate Governance Report:
The Report on Corporate Governance as required under
Regulation 34 read with Schedule V of the SEBI Listing
Regulations, 2015, forms part of this Annual Report.
The certificate from M/s. Samdani Shah & Kabra, Practicing
Company Secretaries required as per the aforesaid
Schedule V, confirming compliance with the conditions of
Corporate Governance as stipulated under the SEBI Listing
Regulations, 2015 is attached to the Report on Corporate
Governance.
20. Business Responsibility & Sustainability Report:
The Business Responsibility & Sustainability Report as
required under Regulation 34 of the SEBI Listing Regulations,
2015, forms part of this Annual Report.
21. Listing of securities:
The equity shares of the Company are listed on BSE and NSE
with Stock Code 533573 and security ID/symbol of APLLTD.
The ISIN for equity shares is INE901L01018.
The Company confirms that the annual listing fees to
both the stock exchanges for the financial year 2025-26 have
been paid.
22. Loans, Guarantees or Investments:
During the year under review, the Company has not granted
any Loans and given any Guarantees falling within the
purview of the provisions of Section 186 of the Act read
with the Companies (Meetings of Board and its Powers)
Rules, 2014. The details of Investments made under the said
provisions are provided in Note No. 4 of Notes to Standalone
Financial Statements of the Company.
23. Auditors:
a) Statutory Auditors:
M/s. K C Mehta & Co. LLP, Chartered Accountants
having Firm Registration No. 106237W/W100829 will
complete their term of five (5) years at the conclusion
of the ensuing AGM for the financial year 2024-25.
The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on
financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further
comments.
The Audit Committee and Board of Directors at their
respective meetings held on 6th May, 2025, subject
to approval of the shareholders, recommended
the appointment of M/s. KKC & Associates LLP,
Chartered Accountants having Firm Registration
No. 105146W/ W100621 as Statutory Auditors of the
Company to hold office for a term of 5 (five) years
i.e. from the conclusion of the ensuing AGM till the
conclusion of the AGM for the financial year 2029-30.
M/s. KKC & Associates LLP has confirmed their eligibility
and qualification required under the Act for holding
the office as Statutory Auditors of the Company.
b) Secretarial Auditors:
The Board ofDirectors had appointed M/s. Samdani Shah
& Kabra, Practicing Company Secretaries, to conduct
Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report of M/s. Samdani Shah &
Kabra, Practicing Company Secretaries for the financial
year 2024-25, is annexed herewith as Annexure B.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
During the year under review, the Company has
complied with the applicable provisions of the
Secretarial Standards as prescribed by the Institute of
Company Secretaries of India.
The Audit Committee and Board of Directors at their
respective meetings held on 6th May, 2025, subject
to approval of the shareholders, recommended the
appointment of M/s. Samdani Shah & Kabra, Practising
Company Secretaries having Firm Registration Number:
P2008GJ016300 as Secretarial Auditors of the Company
to hold office for a term of 5 (five) years commencing
from the financial year 2025-26 till the financial year
2029-30.
M/s. Samdani Shah & Kabra has confirmed their
eligibility and qualification required under the Act
for holding the office as Secretarial Auditors of the
Company.
c) Cost Auditors:
The provisions of Section 148(1) of the Act with regard
to maintenance of cost records are applicable to the
Company and the Company has made and maintained
the cost records as specified therein.
The Board of Directors appointed M/s. Diwanji & Co.,
Cost & Management Accountants as Cost Auditors for
conducting audit of the cost records maintained by the
Company relating to Bulk Drugs and Formulations for
the financial year 2025-26.
d) Internal Auditors:
The Board of Directors appointed M/s. Sharp & Tannan
Associates, Chartered Accountants as Internal Auditors
of the Company for the financial year 2025-26.
24. Risk Management:
The Company has constituted a Risk Management
Committee and formulated a Risk Management Policy which
functions as a guiding tool in fulfilling the management's
responsibility towards risk management. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Risk Management
Committee, Audit Committee and the Board of Directors.
25. Material Changes:
There have been no material changes and commitments
affecting the financial position of the Company since the
close of financial year i.e. since 31st March, 2025. Further, it
is hereby confirmed that there has been no change in the
nature of business of the Company.
26. Annual Return:
A copy of the Annual Return as required under Section 92(3)
of the Act has been placed on the Company's website.
The web-link as required under Section 134(3)(a) of the Act
is as under:
https://alembicpharmaceuticals.com/
notices-correspondences-disclosures.
27. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo:
The information required under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
is annexed herewith as Annexure C .
28. Particulars of employees and related disclosures:
Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed herewith
as Annexure D.
A statement showing the names and particulars of the
employees falling within the purview of Rule 5(2) of the
aforesaid rules are provided in the Annual Report. The Annual
Report is being sent to the members of the Company
excluding the aforesaid information. The said information
is available for inspection at the Registered Office of the
Company during working hours and the same will be
furnished on request in writing to the members.
29. Other Disclosures:
a) The Company has not accepted/renewed any deposits.
Further, there has been no default in repayment of
deposits or payment of interest thereon. No deposits
remained unpaid or unclaimed as at the end of the year
under review.
b) The Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
c) In the opinion of the Board, the Independent Director
appointed during the year is person of integrity and
possess expertise, experience and proficiency.
d) Neither the Managing Director nor the Whole-time
Directors of the Company have received any
remuneration or commission from any of its
subsidiaries.
e) No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.
f) No fraud has been reported by the Auditors under
Section 143(12) of the Act to the Audit Committee or
the Board.
g) The Company has in place a Policy on prevention of
Sexual Harassment in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and
has constituted the Internal Complaints Committee
to redress complaints received regarding sexual
harassment. During the year, no complaint was
received by the Company.
h) Neither application was made nor any proceeding is
pending under the Insolvency and Bankruptcy Code,
2016.
i) No settlements have been done with banks or financial
institutions.
30. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:
a) in preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures,
if any;
b) they have 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 at the end of the financial year and of the
profit of the Company for that period;
c) they have taken proper and sufficient care for
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) they have prepared the annual accounts on a going
concern basis;
e) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and operating
effectively; and
f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
On behalf of the Board of Directors,
Chirayu Amin
Chairman & Chief Executive Officer
(DIN: 00242549)
Alembic Pharmaceuticals Limited
CIN: L24230GJ2010PLC061123
Regd. Office: Alembic Road, Vadodara - 390 003
Tel: 91 265 6637000
Website: www.alembicpharmaceuticals.com
E-mail: apl.investors@alembic.co.in
Date: 6th May, 2025
Place: Vadodara
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